PARALLAX HEALTH SCIENCES, INC. - FORM 10-Q

Attached files

file	filename
EX-32 - EX 32.2 SEC 906 CERT - CFO - PARALLAX HEALTH SCIENCES, INC.	ex322section906certification.htm
EX-31 - EX 31.2 SEC 302 CERT - CFO - PARALLAX HEALTH SCIENCES, INC.	ex312section302certification.htm
EX-32 - EX 32.1 SEC 906 CERT - CEO - PARALLAX HEALTH SCIENCES, INC.	ex321section906certification.htm
EX-31 - EX 31.1 SEC 302 CERT - CEO - PARALLAX HEALTH SCIENCES, INC.	ex311section302certification.htm
EXCEL - IDEA: XBRL DOCUMENT - PARALLAX HEALTH SCIENCES, INC.	Financial_Report.xls

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

or

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

For the transition period from__________ to _________

Commission File Number 333-166487

[endeavor09302013form10qfi001.jpg]

ENDEAVOR POWER CORPORATION
(Exact name of registrant as specified in its charter)


Nevada	72-1619357
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

One Boston Place, Suite 2600, Boston, MA 02108	02141
(Address of principal executive offices)	(Zip Code)

617-209-7999

(Registrant’s telephone number, including area code)

2 Canal Park, 5th Floor, Cambridge, MA

(Former name, former address and former fiscal year, if changed since last report)

Copy of all Communications to:

Lawrence I. Washor

Washor & Associates

21800 Oxnard Street, Suite 790

Woodland Hills, CA 91367

(310) 479-2660

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.

x YES o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x YES o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

o YES x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

o YES o NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

151,306,558 common shares issued and outstanding as of November 14, 2013

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The Company’s unaudited interim consolidated financial statements for the nine months ended September 30, 2013 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2012, on Form 10-K, as filed with the Securities and Exchange Commission on April 16, 2013.


ENDEAVOR POWER CORP.
(Successor to Parallax Diagnostics, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

	September 30, 2013			December 31, 2012
ASSETS
Current assets
Cash and cash equivalents	$	1,399		$	9,397
Total current assets		1,399			9,397

Property and equipment, net		18,494			26,417
Intangible assets, net		20,002			21,250

TOTAL ASSETS	$	39,895		$	57,064

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued expenses	$	138,059		$	116,760
Notes and loans payable		84,075			84,075
Related party payables		818,278			513,152
Total current liabilities		1,040,412			713,987

Long-term related party loans		190,100			172,500

Total liabilities		1,230,512			886,487

STOCKHOLDERS' DEFICIT
Preferred Stock: 10,000,000 shares authorized, $.001 par, 823,691 and 835,803 issued and outstanding at September 30, 2013 and December 31, 2012, respectively		824			836
Common Stock: 250,000,000 shares authorized, $.001 par, 151,306,558 and 151,063,898 issued and outstanding at September 30, 2013 and December 31, 2012, respectively		151,307			151,064
Additional paid in capital-preferred		465,843			499,164
Additional paid in capital-common		(58,345	)		(91,435	)
Accumulated deficit		(1,750,246	)		(1,389,052	)
Total stockholders' deficit		(1,190,617	)		(829,423	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	39,895		$	57,064

The accompanying notes are an integral part of these consolidated financial statements


ENDEAVOR POWER CORP.
(Successor to Parallax Diagnostics, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

													Cumulative from
													December 30, 2008
	For the three months ended						For the nine months ended						(inception) to
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			September 30, 2013

Revenue	$	––		$	––		$	––		$	––		$	––
Cost of sales		––			––			––			––			––
Gross profit		––			––			––			––			––

General and administrative expenses		107,864			119,583			338,358			372,371			1,404,067

Operating (loss)		(107,864	)		(119,583	)		(338,358	)		(372,371	)		(1,404,067	)

Other income (expenses)
Insurance claim refund		––			––			1,695			––			1,695
Depreciation and amortization		(3,057	)		(4,745	)		(9,171	)		(14,239	)		(40,084	)
Amortization of deferred compensation		42,580			(2,778	)		––			(42,370	)		(281,250	)
Interest expense		(4,959	)		(2,541	)		(15,360	)		(7,539	)		(26,540	)
Total other income (expenses)		34,564			(10,064	)		(22,836	)		(64,148	)		(346,179	)

Net (loss)	$	(73,300	)	$	(129,647	)	$	(361,194	)	$	(436,519	)	$	(1,750,246	)

Net (loss) per common share – basic and diluted	$	(0.000	)	$	(0.001	)	$	(0.002	)	$	(0.004	)

Weighted average common shares outstanding – basic and diluted		151,306,558			102,516,816			146,632,645			102,357,429

The accompanying notes are an integral part of these consolidated financial statements


ENDEAVOR POWER CORP.
(Successor to Parallax Diagnostics, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
							Cumulative from
							December 30, 2008
	For the nine months ended						(inception) to
	September 30, 2013			September 30, 2012			September 30, 2013

Cash flows from operations:
Net (loss)	$	(361,194	)	$	(436,519	)	$	(1,750,246	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation expense		7,923			12,989			35,085
Amortization expense		1,248			1,250			4,999
Stock compensation		––			5,000			5,000
Stock options / amortization of stock options		––			42,370			281,250
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		21,299			22,371			222,676
Increase in related party payables		305,126			148,519			709,339
Net cash (used in) operating activities		(25,598	)		(204,020	)		(491,897	)

Cash flows from investing activities:
Cash (used in) the purchase of equipment		––			(4,370	)		(53,579	)
Net cash (used in) investing activities		––			(4,370	)		(53,579	)

Cash flows from financing activities:
Proceeds from related party loans		17,600			––			46,100
Repayment of related party loans		––			(1,500	)		(2,950	)
Proceeds from issuance of preferred shares		––			100,000			500,000
Cash received upon merger		––			––			3,600
Subscription payment		––			––			125
Net cash provided by financing activities		17,600			98,500			546,875

Net (decrease) in cash		(7,998	)		(109,890	)		1,399

Cash - beginning of period		9,397			136,066			––

Cash - end of period	$	1,399		$	26,176		$	1,399


NON–CASH ACTIVITIES
Recapitalization of equity upon merger	$	––		$	––		$	265,793
Conversion of accounts payable to notes payable	$	––		$	(144,000	)	$	––
Conversion of debt into common stock	$	––		$	––		$	20,000
Conversion of preferred stock into common stock	$	33,333		$	––		$	33,333
Assignment of note payable to related party note	$	––		$	144,000		$	144,000
Cancellation of related party debt	$	––		$	––		$	42,500
Subscriptions receivable	$	––		$	––		$	(125	)


SUPPLEMENTAL INFORMATION
Interest paid	$	––		$	––		$	––
Income taxes paid	$	––		$	––		$	––

The accompanying notes are an integral part of these consolidated financial statements

. ENDEAVOR POWER CORPORATION

(Successor to Parallax Diagnostics, Inc.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 1. OVERVIEW AND NATURE OF BUSINESS

The accompanying interim consolidated financial statements of Endeavor Power Corporation have been prepared in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2012, as the interim disclosures generally do not repeat those in the annual statements.

The Company is a development stage company as defined by ASC 915-10, “Accounting and Reporting by Development Stage Enterprises”. A development stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. At September 30, 2013, the Company has not yet commenced operations. All activity from December 30, 2008 (date of inception) through September 30, 2013, relates to the Company’s formation and ongoing development.

Endeavor Power Corporation (the “Company”) was incorporated in the State of Nevada on July 6, 2005 under the name VB Biotech Laboratories, Inc. 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., 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, 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 Corporation.

In November 2010, Management assessed a potential business opportunity and determined that in an effort to create value for its Shareholders, the Company should change its business direction. 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. The Company’s new direction sought to limit the impact of discarded “E-Waste” on the environment, as discarded computers and electronic equipment pose environmental hazards.

On May 26, 2011, Mr. Alfonso 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. The resignation did not involve any disagreement with the Company. On June 8, 2011, the Company entered into a Settlement Agreement and General Mutual Release (“Settlement Agreement”) to terminate Mr. Knoll’s Employment Agreement dated November 8, 2010, and to accept his resignation. Pursuant to the Settlement Agreement, Mr. Knoll immediately ceased all services to the Company and, on June 11, 2011, returned to the Company any and all shares of its common stock currently held by him.

On June 2, 2011, Mr. Matthew Carley was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Mr. Carley accepted the appointment, but effectively resigned his positions on September 27, 2011. The Company’s Board of Directors accepted the resignation of Mr. Carley, as well as the resignation of Mr. Keith Kress as a member of the Board of Directors. Simultaneously, the Board of Directors appointed Tom Mackay as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and the sole member of the Board of Directors.

In accordance with a change in management effective September 27, 2011, the Company’s business operations changed. The Company intended to change its business focus to provide managerial services, and pursue potential funding opportunities for the Company. It also retained consultants to perform due diligence on certain mining properties located in Venezuela, Brazil, Bolivia, Guyana and several other South American countries. Management, however, determined that the outcome of such due diligence did not provide the Company a viable opportunity, nor did it provide sufficient economic benefit for the Company. Management therefore pursued other viable opportunities to increase shareholder market value.

On August 15, 2012, the Company entered into a non-binding Letter of Intent (“LOI”) with Parallax, that outlined the terms and conditions for a proposed merger of the companies as understood by their respective boards. The terms of the LOI included, but were not limited to, an exchange of common stock, and a replacement of management.

On November 1, 2012, the Company, and its wholly owned subsidiary Endeavor Holdings, Inc. (“Endeavor Holdings”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parallax and the shareholders of Parallax (the “Parallax Shareholders”), whereby Endeavor Holdings acquired 100% (one hundred percent), or 24,870,000 shares, of Parallax common stock (the “Parallax Stock”) from the Parallax Shareholders (the “Parallax Merger”). In exchange for the Parallax Stock, the Company issued 90,375,750 shares of its common stock to the Parallax Shareholders. The 90,375,750 shares, issued at par value $.0001, represent approximately 60% of the Company’s total issued and outstanding shares. The Common Stock Purchase Agreement, and subsequent transaction closing, was completed on October 22, 2012. On October 27, 2012, the Common Stock Purchase Agreement was finalized, and a change in control took place.

As a result of the transactions effected by the Merger Agreement, (i) Parallax merged with and into Endeavor Holdings whereupon Endeavor Holdings continued as the surviving entity and the corporate existence of Parallax ceased; (ii) the former business of Parallax is now the Company’s primary business, (iii) the Company’s existing business activities will continue as ancillary operations, and (iv) there is a change of control whereby the former shareholders of Parallax now own a controlling 60% ownership interest in the Company on a fully diluted basis.

As a further condition of the Merger Agreement, the then-current officer and director of the Company, Mr. Gardner Williams, resigned from all positions, and Mr. J. Michael Redmond was appointed to serve as Chief Executive Officer and President of the Company, and also as a Director on the Board of Directors. Additionally, Ms. Calli Bucci was appointed to serve as the Company’s Treasurer and Chief Financial Officer, Dr. Roger Morris was appointed to serve as the Company’s Chief Science Officer, and Mr. Mike Contarino was appointed to serve as the Company’s Vice President. Mr. Edward W. Withrow III was appointed to serve as Executive Chairman of the Board of Directors, and Mr. Redmond, Dr. Jorn Gorlach, Mr. Anand Kumar, Mr. David Engert and Mr. E. William Withrow Jr. were appointed to serve as Directors.

About Parallax

Parallax was incorporated in the state of Delaware on December 30, 2008 under the name Roth Kline, Inc. (“Roth Kline”). In September 2010, Roth Kline acquired the right, title, and interest to certain FDA 510(k) cleared tests from Montecito BioSciences, Ltd., a Nevada corporation (“Montecito”), in perpetuity (the “Assignment”) in exchange for cash compensation in the form of royalties, and common stock. In addition, Roth Kline acquired the exclusive license to a suite of medical devices, tests and utility processes from Montecito in perpetuity (the ‘License”) in exchange for cash compensation in the form of royalties, and common stock. The Assignment and License agreements were modified in September 2011 to mitigate the payment terms, and increase the royalty percentages due to Montecito. On December 29, 2010, Roth Kline changed its name to Parallax Diagnostics, Inc. On January 11, 2011 (the “Closing Date”), Parallax entered into and closed a share exchange agreement (the “Share Exchange Agreement”) with ABC Acquisition Corp. (“ABC”) a Nevada corporation. On the Closing Date, pursuant to the terms and conditions of the Share Exchange Agreement, (i) ABC acquired 100% of the issued and outstanding shares of common stock of Parallax in exchange for the issuance of 21,000,000 shares of its common stock. Parallax merged with and into ABC whereupon ABC continued as the surviving entity and the corporate existence of Parallax ceased (the “ABC Merger”). Subsequent to the Closing Date, ABC changed its name to Parallax Diagnostics, Inc.

On November 26, 2012, Parallax changed its name to Endeavor Sciences, Inc. (“ESI”), and is a wholly owned subsidiary of Endeavor Power Corporation.

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 September 30, 2013, the Company had a working capital deficit of $1,039,013, and an accumulated deficit of $1,750,246. 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.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "Endeavor" shall mean Endeavor Power Corporation and its wholly-owned subsidiary, Endeavor Sciences, Inc. (formerly Parallax Diagnostics, Inc.), unless otherwise indicated.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Endeavor Sciences, Inc., formerly Parallax Diagnostics, Inc. (“ESI”). All significant inter-company accounts and transactions have been eliminated. In November 2012, the Company acquired 100% of ESI’s common stock in exchange for, among other things, approximately 60% of the Company’s common stock (the “Share Exchange”).

As a result of the Share Exchange, a change in control occurred whereby the Company is the legal parent/accounting subsidiary of ESI, and ESI is the legal subsidiary/accounting parent of the Company. The Share Exchange has therefore been identified and recorded as a reverse acquisition and, pursuant to ASC 805-40-45-1, the consolidated financial statements’ historical and cumulative data are a continuation of the financial statements of the legal subsidiary, ESI. For cumulative purposes, the date of inception is that of ESI, December 30, 2008.

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 September 30, 2013, the Company had no cash equivalents.

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.

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.

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 September 30, 2013, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Revenue Recognition

The Company recognizes revenue 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. As at September 30, 2013, the Company has not commenced its principal operations and, therefore, has not recognized any revenue.

Property and Equipment

Property and equipment is comprised of office equipment and medical testing and prototype equipment, recorded at cost and depreciated using the double declining balance method over the estimated useful lives of 5 to 7 years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

Impairment of Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.

Due to the Company’s recurring losses, its patents were evaluated for impairment and it was determined that future cash flows were sufficient for recoverability of the asset.

Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 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 and 825 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 and 825, 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.

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.

Recently Adopted Accounting Standards:

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:

Adopted:

Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

Not Yet Adopted:

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 may have on its consolidated financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company is evaluating the effect, if any, the adoption of ASU No. 2013-07 may have on its consolidated financial statements.

In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2013-11 will have on its consolidated financial statements.

Recently Issued Accounting Standards Updates:

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:


	September 30, 2013			December 31, 2012
Office equipment	$	8,385		$	8,385
Medical devices and instruments		45,194			45,194
Sub-total		53,579			53,579
Accumulated depreciation		(35,085	)		(27,162	)
Property and equipment, net	$	18,494		$	26,417

Depreciation expense for the nine months ended September 30, 2013 and September 30, 2012 was $7,923 and $12,989, respectively.

NOTE 4. INTANGIBLE ASSETS

Intangible assets consists of the following:


	September 30, 2013			December 31, 2012
Products and processes	$	12,500		$	12,500
Trademarks and patents		12,500			12,500
Sub-total		25,000			25,000
Accumulated amortization		(4,998	)		(3,334	)
Intangible assets, net	$	20,002		$	21,250

Amortization expense for the six months ended September 30, 2013 and September 30, 2012 was $1,248 and $1,250, respectively.

NOTE 5. NOTES AND LOANS PAYABLE

In June 2010, the Company issued a note payable in the principal amount of $9,075 to a non-related party. Under the terms of the note, the amount is unsecured, non-interest bearing, and due upon demand.

In June 2010, the Company issued a note payable in the principal amount of $10,000 to a non-related party. Under the terms of the note, the amount is unsecured, accrues interest at a rate of 8% per annum, and is due upon demand. The Company has recorded $2,813 in accrued interest as of September 30, 2013.

On April 21, 2011, the Company issued a note payable in the principal amount of $65,000 to a non-related party. The note is unsecured, bears interest at a rate of 10% per annum, and is due upon demand. The Company has recorded $17,559 in accrued interest as of September 30, 2013.

NOTE 6. RELATED PARTY TRANSACTIONS

On November 15, 2010, the Company entered into an employment agreement with its CEO, Mr. J. Michael Redmond (the “Employment Agreement”). Under the Employment Agreement, Mr. Redmond agrees to serve as the President, CEO, and Director of the Company for a term of three years. As compensation for his services, Mr. Redmond’s base salary will be $200,000 per annum for the first year, increasing to $225,000 in year 2, and $250,000 in year 3, contingent upon the Company meeting certain goals. In addition, Mr. Redmond was granted one million three hundred seventy five thousand (1,375,000) options at an exercise price of $0.10 per share. As of September 30, 2013 and December 31, 2012, respectively, $354,712 and $185,961 has been recorded as accrued compensation.

On January 2, 2012, the Company entered into a consulting agreement with Huntington Chase Financial Group LLC (“HCFG”), a Nevada corporation, whose principal is a related party. The consulting agreement provides for HCFG to provide advisory services to the Company for a period of three years for a fee of $12,500 per month, which has been deferred until such time as the Company reaches certain funding goals. As of September 30, 2013 and December 31, 2012, respectively, $262,500 and $150,000 has been recorded as accrued compensation.

As at September 30, 2013 and December 31, 2012, respectively, related parties are due a total of $818,278 and $513,152, consisting of $693,712 and $389,961 in accrued compensation, and $124,566 and $123,191 in cash advances to the Company for operating expenses. The amounts owing are unsecured, non-interest bearing, and due upon demand.

Related party payable consists of the following:


	September 30, 2013		December 31, 2012
Accrued compensation
J. Michael Redmond	$	354,712	$	185,961
Huntington Chase Financial Group, Ltd.		262,500		150,000
MJ Management, LLC		31,500		16,500
Tom Mackay		26,250		26,250
Gardner Williams		11,250		11,250
Total accrued compensation		693,712		389,961

Cash advances
Edward W. Withrow, III		9,217		7,842
Tom Mackay		11,900		11,900
Regal Capital Development		103,449		103,449
Total cash advances		124,566		123,191
Total related party payable	$	818,278	$	513,152

On September 30, 2010, the Company issued a Convertible Note Payable in the amount of $144,000 to a non-related party pursuant to a Confidential Settlement Agreement. On January 1, 2012, the note was assigned and purchased by The Kasper Group. Ltd., a related party, and a new Convertible Promissory Note was issued (the “Kasper Note”). The Kasper Note bears interest at a rate of 7% per annum, is due by January 1, 2015, and contains a repayment provision to convert the debt into common stock of the Company at a rate of $0.25 per share. As of September 30, 2013, interest in the amount of $17,619 has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheets.

On December 31, 2012, the Company issued a Convertible Note Payable in the amount of $28,500 to a related party for cash loans made to the Company of $14,000 during 2011 and $14,500 during 2012. The note bears interest at a rate of 7% per annum, is due by December 31, 2015, and contains a repayment provision to convert the debt into common stock of the Company at a rate of $0.25 per share. The note has been modified to increase the principal balance by $17,600 for additional cash loans made to the Company through September 30, 2013, for a total principal balance owing of $46,100. As of September 30, 2013, interest in the amount of $2,020 has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheets.

As at September 30, 2013 and December 31, 2012, the principal balance owed for related party notes payable is $190,100 and $172,500, respectively, and a total of $19,639 and $10,080, respectively, of interest has been accrued.


	September 30, 2013		December 31, 2012
Long-term related party notes payable
The Kasper Group, Ltd.	$	144,000	$	144,000
Huntington Chase Financial Group, Ltd.		46,100		28,500
Total related party notes payable	$	190,100	$	172,500

NOTE 7. COMMITMENTS AND CONTINGENCIES

In September 2010, the Company, through its wholly owned subsidiary, Endeavor Sciences, Inc. (“ESI”), acquired the exclusive rights, title, and interest in perpetuity (the “Rights”) to certain FDA 510(k) cleared tests held by Montecito BioSciences, Ltd., a Nevada corporation (“Montecito”), a related party, in the area of infectious diseases (the “Assignment Agreement”). Pursuant to the Assignment Agreement, in exchange for these Rights, Montecito received 50% of issued and outstanding shares of ESI’s common stock, a $750,000 assignment fee (the “Assignment Fee”), and a royalty of 4% of all gross revenues earned from the Rights. The Assignment Fee is payable once the Company reaches certain funding goals. In addition, in September 2010, the Company acquired the exclusive license in perpetuity (the “License”) to certain Patent Applications initiated by Montecito for a suite of medical devices, tests and utility processes (the ‘License Agreement”). Pursuant to the License Agreement, and in exchange for this License, Montecito received 50% of issued and outstanding shares of ESI’s common stock, a $750,000 license fee (the “License Fee”), and a royalty of 3½% of all gross revenues earned from the License. The License Fee is payable once the Company reaches certain funding goals. In September, 2011, the Assignment Agreement and License Agreement were modified (the “Modifications”) to i) mitigate the payment terms of the Assignment Fee and the License Fee (the “Fees”), and ii) increase the royalty rates by 1% respectively, until such time as the royalties paid exceed an aggregate sum of $1,500,000, at which point the royalty rates will revert back to their original rates. The 1% royalty earned under this increase shall be applied towards the respective Fees until such time as the Fees are paid in full. As a result of the Assignment Agreement, License Agreement, and Modifications, the Company has a contingent liability of $1,500,000 payable to Montecito.

On July 1, 2011, the Company entered into a Development and Supply Agreement with Corder Engineering, LLC for certain engineering services as well as the development and manufacturing of ten (10) evaluation units, including software, hardware and instrumentation, related to the Company’s medical testing equipment (the “Corder Agreement”). The Corder Agreement is for an estimated term of twelve weeks, or until delivery of the evaluation units, and includes compensation in the amount of $35,000, which is payable upon certain stages of production over the twelve week term. As of September 30, 2013, payments totaling $22,500 have been made, and $12,500 has been accrued.

On July 1, 2011, the Company entered into a Supply Agreement with Meyers Stevens Group, Inc. for the manufacturing of diagnostic assays related to the Company’s medical testing equipment (the “Meyer Agreement”). The Meyer Agreement is for an estimated term of eight weeks, or until delivery of the assays, and includes compensation in the amount of $10,194, which is payable in two installments over the eight week term. As of September 30, 2013, payments totaling $8,980 have been made, and $1,214 has been accrued.

On January 10, 2013, the Company entered into a consulting agreement with Capital Group Communications, Inc. (the “CGC Agreement”) for certain advisory services. The term of the CGC Agreement was for a period of twelve months, and contained consideration for such advisory services in the form of 1,500,000 shares of the Company’s restricted common stock (the “CGC shares”). The CGC Agreement was cancelled due to non-performance by CGC. As of September 30, 2013, the CGC shares, valued at $90,000, were unissued, and $42,580 previously expensed as stock compensation through June 30, 2013, was reversed in the current period. No further consideration, in the form of stock or other compensation, is payable under this Agreement.

NOTE 8. CONVERTIBLE PREFERRED STOCK

The total number of authorized shares of preferred stock that may be issued by the Company is 10,000,000 with a par value of $0.001 per share. As of September 30, 2013 and December 31, 2012, the Company had 823,691 and 835,803 shares of preferred stock issued and outstanding, respectively.

On June 17, 2011, pursuant to a Convertible Preferred Purchase Agreement, the Company issued 100,000 shares of its preferred stock at $1 per share to Hamburg Investment Company, LLC, whose principal is Jorn Gorlach, a director of the Company, for cash in the amount of $100,000. As a result, $99,990 was recorded as paid in capital.

On June 17, 2011, pursuant to a Convertible Preferred Purchase Agreement, the Company issued 100,000 shares of its preferred stock at $1 per share to Huntington Chase Financial Group, LLC, whose principal is Edward W. Withrow III, the executive chairman of the Company, for cash in the amount of $100,000. As a result, $99,990 was recorded as paid in capital.

On September 30, 2011, pursuant to a Convertible Preferred Purchase Agreement, the Company issued 10,000 shares of its preferred stock at $10 per share to Hamburg Investment Company, LLC, whose principal is Jorn Gorlach, a director of the Company, for cash in the amount of $100,000. As a result, $99,999 was recorded as paid in capital.

On December 6, 2011, pursuant to a Convertible Preferred Purchase Agreement, the Company issued 10,000 shares of its preferred stock at $10 per share to David Engert, a director of the Company, for cash in the amount of $100,000. As a result, $99,999 was recorded as paid in capital.

On May 3, 2012, pursuant to a Convertible Preferred Purchase Agreement, the Company issued 10,000 shares of its preferred stock at $10 per share to a non-related party, for cash in the amount of $100,000. As a result, $99,999 was recorded as paid in capital. On April 4, 2013, the Company received a Notice to Convert from one of its preferred shareholders, requesting that 1/3 (one-third) of his 36,339 shares of preferred stock holdings be converted into common shares. As a result, 12,112 shares of preferred stock were converted into 242,660 shares of the Company’s restricted common stock were issued at a conversion ratio of 20 common shares for each preferred share held, and preferred paid in capital was reduced by $33,321.

All preferred shares are convertible into the Company’s common stock at a rate of 20 shares of common stock for each preferred share held, and were issued with 100% warrant coverage (Note 10). The number of shares of common stock underlying the warrants and the exercise price were subject to adjustment upon certain events.

On November 1, 2012, in connection with the Merger Agreement, the Company converted all its formerly outstanding preferred shares at an exchange ratio of 3.633926 shares for each share held. As a result, the issued and outstanding preferred stock increased by 605,803 shares, from 230,000 shares to 835,803 shares.

NOTE 9. COMMON STOCK

The total number of authorized shares of common stock that may be issued by the Company is 250,000,000 with a par value of $0.001 per share.

On July 11, 2012, the Company issued 75,000 shares of its common stock in exchange for services valued at $5,000. As a result, $4,992 was recorded as paid in capital.

In November 2012, as part of the Merger Agreement, 3,350,000 shares of common stock were cancelled and returned to treasury. As a result, $335 was recorded as paid in capital.

On November 1, 2012, in connection with the Merger Agreement, the Company converted all its formerly outstanding shares at an exchange ratio of 3.633926 shares for each share held. As a result, the issued and outstanding common stock increased by 126,193,898 shares, from 24,870,000 shares to 151,063,898 shares, and paid in capital was reduced by $438,621.

On April 1, 2013, in connection with a Notice to Convert, 12,112 shares of preferred stock were converted into common stock at a rate of 20 common shares to 1 preferred share. As a result, 242,660 restricted shares of common stock were issued, and $33,090 was recorded as paid in capital.

As of September 30, 2013 and December 31, 2012, respectively, the Company has 151,306,558 and 151,063,898 common shares issued and outstanding, respectively.

NOTE 10. WARRANTS AND OPTIONS

As of September 30, 2013, the Company had 16,473,401 warrants and 1,900,000 options issued and outstanding.

On April 1, 2013, in connection with a Notice to Convert, 12,112 shares of preferred stock were converted into common stock. As a result, the 242,660 underlying warrants were cancelled.

On June 17, 2013, 14,535,706 warrants underlying 726,786 shares of preferred stock, which were to expire on June 17, 2013, were extended for a period of 2 years. The warrants now expire on June 17, 2015.

On September 30, 2013, 726,785 warrants underlying 36,339 shares of preferred stock, which were to expire on September 30, 2013, were extended for a period of 2 years. The warrants now expire on September 30, 2015.


Warrants Outstanding
	Number of	Remaining	Exercise Price		Weighted
	Common	Contractual Life	times Number		Average
Exercise Price	Shares	(in years)	of Shares		Exercise Price

$0.27518	14,535,706	1.71	$	4,000,000	$0.27518
$0.41278	726,785	2.00		300,000	$0.41278
$0.41278	726,785	0.16		300,000	$0.41278
$0.41278	484,125	0.57		199,837	$0.41278
	16,473,401		$	4,799,837	$0.41278


Warrant Activity
	Number of Shares			Weighted Average Exercise Price
Outstanding at December 31, 2012		16,716,061			$0.41278
Issued		-			-
Exercised		-			-
Expired / Cancelled		(242,660	)		$0.27518
Outstanding at September 30, 2013		16,473,401			$0.41278


Options Outstanding
		Remaining	Exercise Price		Weighted
	Number of	Contractual Life	times Number		Average
Exercise Price	Shares	(in years)	of Shares		Exercise Price

$0.10	1,375,000	7.00	$	137,500	$0.10
$0.25	225,000	2.25		56,250	$0.25
$0.25	225,000	2.08		56,250	$0.25
	1,900,000		$	250,000	$0.20


Options Activity
	Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2012		1,900,000		$0.20
Issued		-		-
Exercised		-		-
Expired / Cancelled		-		-
Outstanding at September 30, 2013		1,900,000		$0.20

NOTE 11. INCOME TAXES

The components of the cumulative net deferred tax asset at September 30, 2013 and December 31, 2012, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:


	September 30, 2013			December 31, 2012

Income (loss) before taxes	$	(361,194	)	$	(1,389,052	)
Statutory rate		34%			34%

Computed expected tax payable (recovery)	$	122,800		$	472,300
Non-deductible expenses		-			(1,300	)
Change in valuation allowance		(122,800	)		(471,000	)

Reported income taxes	$	–		$	–

The significant components of deferred income tax assets and liabilities at September 30, 2013 and December 31, 2012 are as follows:


	September 30, 2013			December 31, 2012

Net operating loss carried forward	$	595,100		$	471,000

Valuation allowance		(595,100	)		(471,000	)

Net deferred income tax asset	$	–		$	–

As at September 30, 2013, the Company had approximately $1,747,000 of federal net operating losses which expire commencing in the year 2026.

NOTE 12. SUBSEQUENT EVENTS

On July 22, 2013, the Company entered into a 60-day binding Letter of Intent (“LOI”) for the purchase of a privately held California corporation, whose primary operations are in the pharmaceutical industry. The Company completed its due diligence on September 19, 2013, and provided formal written Notice of its intent to complete the acquisition within 90 days, or by December 31, 2013. The terms of the LOI are confidential, and will be disclosed upon completion of the transaction.

* * * * *

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

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or the Company’s future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors” that may cause the Company or the Company’s industry's 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 these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

The Company’s unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with the Company’s financial statements and the related notes that appear elsewhere in this quarterly report.

The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in the Company’s capital stock.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, “our company” and “Endeavor” refer to Endeavor Power Corporation.

Corporate History and Overview

The Company was incorporated in the State of Nevada on July 6, 2005, and began its development activities in the field of online website design and commerce. In September 2007, it merged with Endeavor Uranium, Inc. and began activities in the mineral exploration field, with mineral properties in the northwestern United States. Furthering the Company’s development, on December 23, 2008, the Company entered into a Joint Venture Agreement with Federated Energy Corporation, a Tennessee corporation, for working interests in prospective oil and gas wells, and changed its operating name to Endeavor Power Corporation. The Company’s development activities in oil and gas exploration continued until November 2010.

In November 2010, management assessed a potential business opportunity and determined that in an effort to create value for its Shareholders, the Company should change its business direction. 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. The Company’s new direction sought to limit the impact of discarded “E-Waste” on the environment, as discarded computers and electronic equipment pose environmental hazards. However, in accordance with a change in management effective September 27, 2011, the Company’s business operations changed, and its activities in the e-waste were discontinued.

The Company began developing activities in managerial services, and pursued potential funding opportunities for the Company. It also retained consultants to perform due diligence on certain mining properties located in Venezuela, Brazil, Bolivia, Guyana and several other South American countries. Management, however, determined that the outcome of such due diligence did not provide the Company a viable opportunity and that it did not provide sufficient economic benefit for the Company. Management therefore ceased its due diligence, and continued its operations in managerial services whilst pursuing other viable business opportunities to increase shareholder value.

During 2012, the Company’s management entered discussions and assessed a potential business opportunity with Parallax Diagnostics, Inc., a Nevada corporation (“Parallax’), whose principal business is in the bio-medical sector. More specifically, Parallax is focused on the exploitation of a proprietary diagnostic and monitoring platform and processes in the area of infectious disease. Parallax, in its development stage, holds the right, title, and interest to certain FDA 510(k) approved tests in perpetuity. In addition, Parallax acquired the exclusive license to a suite of medical devices, tests and utility processes in perpetuity.

On November 1, 2012, the Company, and its wholly owned subsidiary Endeavor Holdings, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parallax and the shareholders of Parallax. As a result of the transactions effected by the Merger Agreement, (i) Parallax merged with and into Endeavor Holdings whereupon Endeavor Holdings continued as the surviving entity and the corporate existence of Parallax ceased; (ii) the former business of Parallax is now the Company’s primary business, (iii) the Company’s existing business in managerial services will continue as ancillary operations, and (iv) there is a change of control whereby the former shareholders of Parallax now own a controlling 60% ownership interest in the Company on a fully diluted basis. On November 26, 2012, Parallax changed its name to Endeavor Sciences, Inc. (“ESI”), a wholly owned subsidiary of Endeavor Power Corporation.

About Parallax

Parallax was incorporated in the state of Delaware on December 30, 2008 under the name Roth Kline, Inc. (“Roth Kline”). In September 2010, Roth Kline acquired the exclusive rights to certain FDA 510(k) approved tests from Montecito BioSciences, Ltd., a Nevada corporation (“Montecito”), in perpetuity, in exchange for royalties and equity (the “Assignment”). In addition, Roth Kline acquired the exclusive license to Montecito’s Patent Pending Applications for a suite of proprietary medical devices, tests and utility processes from Montecito in perpetuity, in exchange for royalties and equity (the ‘License”). The Assignment and License agreements were modified in September 2011, to increase the royalty percentages due to Montecito (the “Modifications”). On December 29, 2010, Roth Kline changed its name to Parallax Diagnostics, Inc. On January 11, 2011 (the “Closing Date”), Parallax entered into and closed a share exchange agreement (the “Share Exchange Agreement”) with ABC Acquisition Corp. (“ABC”) a fully reporting Nevada corporation. On the Closing Date, pursuant to the terms and conditions of the Share Exchange Agreement, (i) ABC acquired 100% of the issued and outstanding shares of common stock of Parallax in exchange for the issuance of 21,000,000 shares of its common stock. Parallax merged with and into ABC whereupon ABC continued as the surviving entity and the corporate existence of Parallax ceased (the “ABC Merger”). Subsequent to the Closing Date, ABC changed its name to Parallax Diagnostics, Inc.

The Company is a development stage company as defined by ASC 915-10, “Accounting and Reporting by Development Stage Enterprises”. A development stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. At September 30, 2013 the Company has not yet commenced its principal operations, which is in the bio-medical and diagnostics sector.

On March 8, 2013, the Company was notified that the Securities and Exchange Commission (“SEC”) had suspended the trading of the Company’s securities for 10 days, until March 21, 2013. This temporary suspension of trading arose out of concerns that the Company had incorrectly stated within its public filings and press releases that certain components related to the Company’s Target Antigen Detection System (“Target System”) are patented, when these patents have expired.

The Company, after discussions with the SEC and with the Company’s counsel, has addressed any questions raised regarding the accuracy of assertions in the Company’s public filings. The Company has clarified the status of the patents in question, and the way in which the Company refers to its Target System components. The Company has also clarified that it currently has filed four patent applications with the USPTO, which are deemed “patent pending”, and the Company has disclosed that there can be no assurance that the patents will be granted.

On May 10, 2013, the Company filed its new form 15c211 with a FINRA Member Market Maker, in order that the Company’s shares can resume trading on the OTCBB and OTCQB markets, pursuant to Rule 15c2-11 under the Exchange Act, which states that at the termination of the trading suspension, no quotation may be entered unless and until the Company has strictly complied with all of the provisions of the rule, including the filing of a new Form 15c2-11 and obtaining FINRA approval to commence trading. As of the date of filing, the suspension has been lifted and trading has resumed.

The following summary of the Company’s financial condition should be read in conjunction with the consolidated financial statements for the quarter ended September 30, 2013, which are included herein.

Balance Sheet

As at September 30, 2013, the Company had total assets of $39,875, compared with total assets of $57,064 as at December 31, 2012. The decrease in total assets of $17,169 is attributable to a decrease in cash of $7,998, $7,923 of depreciation related to equipment, and $1,248 of amortization related to the intangible assets.

As at September 30, 2013, the Company had total liabilities of $1,230,512, compared with $886,487 as at December 31, 2012. The increase in total liabilities of $344,025 is attributable to an increase of $21,299 of accounts payable and accrued expenses, an increase of $305,126 in related party payables, and an increase of $17,600 in related party loans.

Results of Operations

Three months and nine months ended September 30, 2013 compared to three months and nine months ended September 30, 2012

The financial information provided includes the accounts of the Company and its wholly owned subsidiary, Endeavor Sciences, Inc., formerly Parallax Diagnostics, Inc. (“ESI”), on a consolidated basis. All significant inter-company accounts and transactions have been eliminated.


													Cumulative from
	Three months ended						Nine months ended						December 30, 2008
	September 30,						September 30,						(inception) to
	2013			2012			2013			2012			September 30, 2013
Revenue	$	––		$	––		$	––		$	––		$	––
Cost of sales		––			––			––			––			––
Gross profit (loss)		––			––			––			––			––
General and administrative expenses		107,864			119,583			338,358			372,371			1,404,067
Operating (loss)		(107,864	)		(119,583	)		(338,358	)		(372,371	)		(1,404,067	)
Insurance claim reimbursement		––			––			1,695			––			1,695
Depreciation and amortization		(3,057	)		(4,745	)		(9,171	)		(14,239	)		(40,084	)
Amortization of stock compensation		42,580			(2,778	)		––			(42,370	)		(281,250	)
Interest expense		(4,959	)		(2,541	)		(15,360	)		(7,539	)		(26,540	)
Net (loss)	$	(73,300	)	$	(129,647	)	$	(361,194	)	$	(436,519	)	$	(1,750,246	)

Revenue

For the three months ended September 30, 2013 and 2012, no revenue was generated.

For the nine months ended September 30, 2013 and 2012, no revenue was generated.

As of September 30, 2013, the Company has not yet commenced its primary operations, which are in the field of medical diagnostics equipment.

Cost of sales

For the three months ended September 30, 2013 and 2012, no costs of sales were incurred.

For the nine months ended September 30, 2013 and 2012, no costs of sales were incurred.

Operating Expenses


	Three months ended				Nine months ended
	September 30,				September 30,				Variances
	2013		2012		2013		2012		3-month			9-month
Legal, accounting, and management fees	$	46,750	$	51,000	$	145,112	$	160,505	$	(4,250	)	$	(15,393	)
Salaries, benefits and related taxes		60,756		57,533		184,360		173,435		3,223			10,925
Travel and entertainment		––		6,015		––		21,655		(6,015	)		(21,655	)
Office supplies and miscellaneous		358		5,035		8,886		16,774		(4,677	)		(7,889	)
Total operating expenses		107,864		119,583		338,358		372,371		(11,719	)		(34,013	)

During the three months ended September 30, 2013, the Company incurred operating expenses totaling $107,864, compared with $119,583 for the three months ended September 30, 2012. The decrease in operating expenses of $11,719 is attributable to:

a decrease in legal, accounting and management fees of $4,250 due to a decrease in legal fees of $5,000; and an increase in audit fees of $750 due to a change in audit firms;

an increase in salaries and related taxes and benefits of $3,223, due to an increase in salaries of $865; and an increase in payroll taxes of $2,358;

a decrease in travel and entertainment of $6,015; due to travel expenses incurred in the prior period $6,015, compared to none incurred for the current period; and

a decrease in office supplies and miscellaneous expenses of $4,677, due to a decrease in filing fees of $1,380 due to a change in service provider; and a decrease in other miscellaneous office expenses of $3,297.

During the nine months ended September 30, 2013, the Company incurred operating expenses totaling $338,358, compared with $372,371 for the nine months ended September 30, 2012. The decrease in operating expenses of $34,013 is attributable to:

a decrease in legal, accounting and management fees of $15,394 due to a decrease in legal fees of $1,690; an increase in accounting fees of $9,000 due to a change in accounting staff; an increase in audit fees of $2,296 due to a change in audit firms; and a decrease in management fees of $25,000 resulting from a consulting agreement that expired in the previous year;

an increase in salaries and related taxes and benefits of $10,925, due to an increase in officer salaries of $8,654 resulting from an increase in annual base pay; an increase in payroll taxes of $5,501; and a decrease in employee benefits of $3,230 due to certain benefits suspended until funding goals are met;.

a decrease in travel and entertainment of $21,655; due to travel expenses incurred in the prior period $21,655, compared to none incurred for the current period; and

a decrease in office supplies and miscellaneous expenses of $7,889, resulting from a one-time escrow fee incurred in the previous period of $3,500 not incurred in the current period; a decrease in filing fees of $1,269 due to a change in service provider; an increase in publicity and promotion of $2,560 resulting from press releases published in the current period, compared to none published in the prior period; and a decrease in other miscellaneous office expenses of $5,680.

Net Loss

During the three months ended September 30, 2013, the Company incurred a net loss of $73,300 compared with a net loss of $129,647 for the three months ended September 30, 2012. The decrease in net loss of $56,347 is primarily attributable to a decrease in general and administrative expenses of $11,719, a decrease in depreciation and amortization of $1,688, a decrease in amortization of stock compensation of $45,358, and an increase in interest expense of $2,418.

During the nine months ended September 30, 2013, the Company incurred a net loss of $361,194 compared with a net loss of $436,519 for the nine months ended September 30, 2012. The decrease in net loss of $75,325 is primarily attributable to a decrease in general and administrative expenses of $34,013, an increase in miscellaneous income of $1,695, a decrease in depreciation and amortization of $5,068, a decrease in amortization of stock compensation of $42,370; and an increase in interest expense of $7,821.

Liquidity and Capital Resources

As at September 30, 2013, the Company had a cash balance of $1,399 and a working capital deficit of $1,039,013 compared with a cash balance of $9,397 and a working capital deficit of $704,590 at December 31, 2012. The increase in working capital deficit of $334,423 is attributable to a decrease in cash of $7,998,an increase in accounts payable and accrued expenses of $21,299, and an increase in related party payable of $305,126.


Working Capital	At September 30,			At December, 31			Increase
	2013			2012			(Decrease)
Current Assets	$	1,399		$	9,397		$	(7,998	)
Current Liabilities		1,040,412			713,987			326,425
Working Capital (Deficit)	$	(1,039,013	)	$	(704,590	)	$	(334,423	)

The Company has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, the Company’s auditors stated in their report on the Company’s interim consolidated financial statements that they have substantial doubt that the Company will be able to continue as a going concern without further financing.

During the nine months ended September 30, 2013, the Company did not receive any proceeds from the issuance of common shares or other equity instruments.


Cash Flows	For the nine months ended
	September 30,						Increase
	2013			2012			(Decrease)
Net Cash (Used in) Operating Activities	$	(25,598	)	$	(204,020	)	$	178,422
Net Cash (Used in) Investing Activities		––			(4,370	)		4,370
Net Cash Provided by Financing Activities		17,600			98,500			(80,900	)
Increase (Decrease) in Cash	$	(1,399	)	$	(109,890	)	$	101,892

Cash Flows from Operating Activities

During the nine months ended September 30, 2013, the Company used $25,598 of cash flow for operating activities compared with $204,020 for the nine months ended September 30, 2012. The decrease in cash used for operating activities of $178,422 is attributable a decrease in net loss of $75,325, a decrease in depreciation and amortization expense of $5,068, a decrease in stock compensation of $5,000, a decrease in stock option amortization of $42,370,, a decrease in accounts payable and accrued expenses of $1,072, and an increase in related party payables of $156,607.

Cash Flows from Investing Activities

During the nine months ended September 30, 2013, the Company used $0 of cash flow for investing activities, compared with $4,370 for the same period in 2012. The decrease in cash used for investing activities is due to equipment purchased in the prior year of $4,370, compared to none purchased in the current period.

Cash Flows from Financing Activities

During the nine months ended September 30, 2013, the Company was provided with $17,600 of cash flow from financing activities, compared with $98,500 during the same period last year. The increase in cash flows provided from financing activities of $80,900 is attributable to $17,600 in related party cash loans received in the current period, compared to none received in the same period last year, repayments of related party loans in the amount of $1,500 received in the prior period, compared to none received in the current period, and proceeds of $100,000 for the issuance of preferred stock received in the prior year, compared to no issuance in the current period.

Future Financings

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

Contractual Obligations

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

Going Concern

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The Company’s 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.

The Company regularly evaluates the accounting policies and estimates that the Company use to prepare its 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

Adopted:

Not Yet Adopted:

Recently Issued Accounting Standards Updates:

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s president, chief executive officer and chief financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of September 30, 2013, the end of the Company’s period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s president, chief executive officer and chief financial officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s president, chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that occurred during the three month period ended September 30, 2013 that have materially or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Audit Committee

The Company’s Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by the Company’s Board of Directors. The Company intends to establish an audit committee during the year 2013. When established, the audit committee's primary function will be to provide advice with respect to the Company’s financial matters and to assist the Company’s Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system; (ii) review and appraise the audit efforts of the Company’s independent accountants; (iii) evaluate the Company’s quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and the Company’s Board of Directors.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company knows of no material existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company.

ITEM 1A. RISK FACTORS

As a “smaller reporting company”, the Company is not required to provide the information required by this Item.

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

As of September 30, 2013, there were no unregistered sales of the Company’s securities.

On April 4, 2013, in connection with the conversion of 12,112 shares of the Company’s outstanding preferred stock, 242,660 shares of the Company’s restricted common stock were issued at a conversion rate of 20 shares of common stock to 1 share of preferred stock, valued at $33,333.

Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U.S.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY STANDARDS

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-B


Exhibit Number	Description of Exhibit	Filing Reference
(2)	Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession
2.1	Share Exchange Agreement between Endeavor Power Corporation, Endeavor Holdings, Inc. and Parallax Diagnostics, Inc. and the Parallax Shareholders dated October 1, 2012	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
2.2	Letter of Intent between Parallax Diagnostics, Inc. and Endeavor Power Corporation dated August 15, 2012	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation	Filed with the SEC on March 5, 2007 as part of the Company’s Registration Statement on Form SB-2.
3.1(a)	Amended and Restated Articles of Incorporation	Filed with the SEC on May 17, 2010 as part of the Company’s Annual Report on Form 10-K.
3.2	Bylaws	Filed with the SEC on March 5, 2007 as part of the Company’s Registration Statement on Form SB-2.
3.2(a)	Amended Bylaws	Filed with the SEC on May 17, 2010 as part of the Company’s Annual Report on Form 10-K.
3.3	Articles of Merger between Endeavor Power Corporation and Parallax Diagnostics, Inc. filed with Secretary of State of Nevada on November 6, 2012	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
(4)	Instruments Defining the Rights of Security Holders
4.1	2011 Equity Incentive Plan dated March 26, 2011	Filed with the SEC on March 31, 2011 as part of the Company’s Current Report on Form 8-K.
4.2	Sample Stock Option Agreement	Filed with the SEC on March 31, 2011 as part of the Company’s Current Report on Form 8-K.
4.3	Sample Stock Award Agreement for Stock Units	Filed with the SEC on March 31, 2011 as part of the Company’s Current Report on Form 8-K.
4.4	Sample Stock Award Agreement for Restricted Stock	Filed with the SEC on March 31, 2011 as part of the Company’s Current Report on Form 8-K.
4.5	2010 Employee Stock Option Plan of Parallax Diagnostics, Inc, dated October 1, 2010	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
4.6	Sample Stock Option Agreement	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
(10)	Material Contracts
10.1	Second Amendment to Joint Venture Agreement between the Company and Federated Energy Corporation dated September 15, 2009	Filed with the SEC on September 19, 2009 as part of the Company’s Current Report on Form 8-K.
10.2	Farmount Agreement between the Company and Togs Energy, Inc. and M-C Production & Drilling Co, Inc. dated July 21, 2009	Filed with the SEC on July 23, 2009 as part of the Company’s Current Report on Form 8-K.
10.3	Convertible Promissory Note to Regal Capital Development, Inc. dated August 25, 2009	Filed with the SEC on September 4, 2009 as part of the Company’s Current Report on Form 8-K.
10.4	Common Stock Purchase Warrant to Regal Capital Development, Inc. dated August 25, 2009	Filed with the SEC on September 4, 2009 as part of the Company’s Current Report on Form 8-K.
10.5	Settlement Agreement between the Company and Regal Capital Development, Inc. dated September 11, 2010	Filed with the SEC on July 12, 2010 as part of the Company’s Current Report on Form 8-K.
10.6	Promissory Note to Regal Capital Development, Inc. dated September 11, 2010	Filed with the SEC on July 12, 2010 as part of the Company’s Current Report on Form 8-K.
10.7	Amended Promissory Note to Regal Capital Development, Inc. dated September 11, 2010	Filed with the SEC on April 14, 2011 as part of the Company’s Annual Report on Form 10-K.
10.8	Settlement Agreement between the Company and Andrew I. Telsey, P.C., dated August 3, 2010	Filed with the SEC on August 22, 2011 as part of the Company’s Quarterly Report on Form 10-Q.
10.9	Settlement Agreement between the Company and Regal Capital Development, Inc. dated September 17, 2010	Filed with the SEC on October 21, 2010 as part of the Company’s Current Report on Form 8-K.
10.10	Promissory Note to Regal Capital Development, Inc. dated September 17, 2010	Filed with the SEC on October 21, 2010 as part of the Company’s Current Report on Form 8-K.
10.11	Employment Agreement between the Company and Alfonso Knoll dated November 8, 2010	Filed with the SEC on November 12, 2010 as part of the Company’s Current Report on Form 8-K.
10.12	Promissory Note to Regal Capital Development, Inc. dated November 23, 2010	Filed with the SEC on November 30, 2010 as part of the Company’s Current Report on Form 8-K.
10.13	Amendment to Employment Agreement between the Company and Alfonso Knoll dated November 17, 2010	Filed with the SEC on November 30, 2010 as part of the Company’s Current Report on Form 8-K.
10.14	Consulting Agreement between the Company and The Musser Group, LLC dated February 21, 2011	Filed with the SEC on February 25, 2011 as part of the Company’s Current Report on Form 8-K.
10.15	Promissory Note to Marans Invest & Finance S.A. dated April 8, 2011	Filed with the SEC on August 22, 2011 as part of the Company’s Quarterly Report on Form 10-Q.
10.16	Promissory Note to Rast Trade Corp. dated April 21, 2011	Filed with the SEC on August 22, 2011 as part of the Company’s Quarterly Report on Form 10-Q.
10.17	Settlement Agreement between the Company and Mr. Alfonso Knoll dated June 8, 2011	Filed with the SEC on June 16, 2011 as part of the Company’s Current Report on Form 8-K.
10.18	Settlement Agreement between the Company and The Musser Group, LLC dated July 19, 2011	Filed with the SEC on August 22, 2011 as part of the Company’s Quarterly Report on Form 10-Q.
10.19	Assignment of Intellectual Property between Roth Kline, Inc. and Montecito BioSciences, Ltd. dated September 10, 2010	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.20	License of Intellectual Property between Roth Kline Inc. and Montecito BioSciences, Ltd. dated September 10, 2010	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.21	Modification to the Assignment of Intellectual Property between Roth Kline, Inc. and Montecito BioSciences, Ltd.	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.22	Modification to the License of Intellectual Property between Roth Kline Inc. and Montecito BioSciences, Ltd. dated September 10, 2010	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.23	Employment Agreement between Roth Kline, Inc. and Michael Redmond dated November 15, 2010	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.24	Development and Supply Agreement between Parallax Diagnostics, Inc. and Corder Engineering, LLC dated July 1, 2011	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.25	Supply Agreement between Parallax Diagnostics, Inc. and Meyer Stevens Group, Inc. dated July 1, 2011	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.26	Consulting Agreement between Parallax Diagnostics, Inc. and Huntington Chase Financial Group, LLC dated January 2, 2012	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.27	Consulting Agreement between Parallax Diagnostics, Inc. and Greg Suess dated July 11, 2012	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.28	Convertible Preferred Purchase Agreement between Parallax Diagnostics, Inc. and Hamburg Investment Company, LLC, dated June 17, 2011	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.29	Convertible Preferred Purchase Agreement between Parallax Diagnostics, Inc. and Huntington Chase Financial Group, LLC, dated June 17, 2011	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.30	Convertible Preferred Purchase Agreement between Parallax Diagnostics, Inc. and Huntington Chase Financial Group, LLC, dated September 30, 2011	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
10.31	Consulting Agreement between Endeavor Power Corporation and Capital Group Communications, Inc. dated January 10, 2013	Filed with the SEC on May 15, 2013 as part of the Company’s Quarterly Report on Form 10-Q.
(14)	Code of Ethics
14.1	Code of Ethics	Filed with the SEC on April 14, 2011 as part of the Company’s Annual Report on Form 10-K.
(16)	Letter Re Change in Certifying Accountant
16.1	Letter from Moore and Associates, Chartered dated August 13, 2009	Filed with the SEC on August 13, 2009 as part of the Company’s Current Report on Form 8-K.
16.2	Letter from Seale & Beers, CPAs dated August 26, 2009	Filed with the SEC on August 27, 2009 as part of the Company’s Current Report on Form 8-K.
16.3	Letter from M&K CPAs, PLLC dated March 12, 2010	Filed with the SEC on March 12, 2010 as part of the Company’s Current Report on Form 8-K.
16.4	Letter from Ron Chadwick, P.C. dated August 3, 2010	Filed with the SEC on August 4, 2010 as part of the Company’s Current Report on Form 8-K.
16.5	Letter from Davis Accounting Group, P.C. dated November 29, 2010	Filed with the SEC on November 30, 2010 as part of the Company’s Current Report on Form 8-K.
16.6	Letter from M&K CPAs, PLLC dated October 23, 2012	Filed with the SEC on October 25, 2012 as part of the Company’s Current Report on Form 8-K.
(23)	Consent Letters
23.1	Letter from Stan J.H. Lee dated October 31, 2012	Filed with the SEC on November 5, 2012 as part of the Company’s Annual Report on Form 10-K.
23.2	Letter from Stan J.H. Lee dated April 15, 2013	Filed with the SEC on April 16, 2013 as part of the Company’s Annual Report on Form 10-K.
23.3	Letter from Seale & Beers, CPAs dated May 15, 2013	Filed with the SEC on May 15, 2013 as part of the Company’s Quarterly Report on Form 10-Q.
(31)	Section 302 Certifications
31.1*	Section 302 Certification of J. Michael Redmond	Filed herewith.
31.2*	Section 302 Certification of Calli Bucci	Filed herewith.
(32)	Section 906 Certifications
32.1*	Section 906 Certification of J. Michael Redmond	Filed herewith.
32.2*	Section 906 Certification of Calli Bucci	Filed herewith.
(99)	Other Documents
99.1	Confidential Private Placement Memorandum for Parallax Diagnostics dated July 1, 2012	Filed with the SEC on November 15, 2012 as part of the Company’s Current Report on Form 8-K.
99.2	Patent Report issued by Marathon Patent Group on April 1, 2013	Filed with the SEC on April 16, 2013 as part of the Company’s Annual Report on Form 10-K.
(100)	XBRL Related Documents
101.INS**	XBRL Instance Document	Filed herewith.
101.SCH**	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

Filed herewith.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	ENDEAVOR POWER CORPORATION


Dated: November 18, 2013	/s/ J. Michael Redmond
	J. Michael Redmond
	President, Chief Executive Officer and Director
	(Principal Executive Officer)



Dated: November 18, 2013	/s/ Calli Bucci
	Calli Bucci
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

Attached files

PARALLAX HEALTH SCIENCES, INC. Reports

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