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EX-32.2 - EXHIBIT 32.2 - Endurance Exploration Group, Inc.exhibit322.htm
EX-31.2 - EXHIBIT 31.2 - Endurance Exploration Group, Inc.exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - Endurance Exploration Group, Inc.exhibit311.htm
EX-32.1 - EXHIBIT 32.1 - Endurance Exploration Group, Inc.exhibit321.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q /A

(Amendment No. 2)


[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934


For the quarterly period ended: June 30, 2014


[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

AND EXCHANGE ACT OF 1934  


[june30201410qamendedredli001.jpg]


ENDURANCE EXPLORATION GROUP, INC.

(Name of Small Business Issuer in its Charter)



Nevada

333-141817

03-0611187

(State or jurisdiction of incorporation)

(Commission File No.)

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



15500 Roosevelt Blvd Suite 301, Clearwater, FL 33760

(Address number principal executive offices)


(727)-289-0010

(Issuer’s telephone number)


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.   

Yes  [  ]     No [  ]  (1)


(1) Although the registrant is not required to file reports by Section 13 or 15(d) of the Securities Exchange Act of 1934, it has filed all Exchange Act reports for the preceding 12 months.


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

Yes  [  ]  No  [X]



1



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


Large accelerated filer [  ]

Accelerated filed [  ]

Non-accelerated filer [  ]

Smaller reporting company [X]


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

Yes  [  ]     No  [X]


As of August 13, 2014, the registrant had 36,204,280 shares of common stock outstanding.



2



EXPLANATORY NOTE


Endurance Exploration Group, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A to amend its previously filed Form 10-Q/A for the quarter ended June 30, 2014, filed with the Securities and Exchange Commission on August 15, 2014.


This amendment is being filed to restate the financial statements on a combined basis for all periods presented, as the acquisition of the membership interests of Endurance Exploration Group LLC occurred as of the close of its business on December 31, 2013.  Since both entities were under common control, this amendment presents the comparative financial statements as if the previously separated entities were combined .


This amendment also modifies certain non-material disclosures contained in the previously filed 10-Q/A, and therefore should be read in its entirety.   


Accordingly, this Amendment, with the exception of the foregoing, does not reflect events occurring after the date of filing of the previously filed 10-Q/A, or modify or update any disclosures affected by subsequent events. Consequently, this filing should be read in conjunction with our filings with the SEC subsequent to the filing of the previously filed 10-Q/A, including amendments to those filings, if any.




3



PART I – FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



INDEX TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS


Consolidated Balance Sheets at June 30, 2014 and December 31, 2013

4

 

 

Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013

5

 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013

6

 

 

Notes to the Consolidated Financial Statements

7





4



ENDURANCE EXPLORATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


  

  

June 30,

 

December 31,

  

 

2014

 

2013

 

(Unaudited)

 

(Audited)

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

  

  

Cash and cash equivalents

 

$

5,576 

 

 

$

2,540 

 

Prepaid expenses

 

 

 

 

Total Current Assets

 

5,576 

 

 

2,540 

  

  

 

 

 

 

 

Fixed Assets

 

 

 

 

 

 

Equipment, furniture and fixtures

 

624,471 

 

 

611,261 

 

Accumulated depreciation

 

(209,344)

 

 

(162,281)

Total Fixed Assets – net

 

415,127 

 

 

448,980 

 

 

 

 

 

 

 

Other assets

 

1,100 

 

 

1,100 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

421,803 

 

 

$

452,620 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

69,314 

 

 

$

20,162 

 

Liabilities from discontinued operations

 

60,644 

 

 

60,644 

 

Advances from related parties

 

197,500 

 

 

62,500 

Total Current Liabilities

 

327,458 

 

 

143,306 

  

  

 

 

 

 

 

  

TOTAL LIABILITIES

 

327,458 

 

 

143,306 

  

  

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

Preferred stock, 10,000,000 authorized, $0.001 par value, 0 and 0 issued and outstanding

 

 

 

Common stock: 100,000,000 authorized; $0.01 par value 36,204,280 and 35,770,947 shares issued and outstanding respectively

 

362,043 

 

 

357,709 

Common stock issuable; 0 and 13,333 shares respectively

 

 

 

133 

Additional paid in capital

 

4,992,486 

 

 

4,891,686 

Accumulated deficit

 

(5,260,184)

 

 

(4,940,214)

Total Stockholders' Equity

 

94,345 

 

 

309,314 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

421,803 

 

 

$

452,620 


The accompanying notes are an integral part of these financial statements



5


ENDURANCE EXPLORATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


 

For the Three Months Ended

 

For the Six Months Ended

  

 

June 30,

 

J une 3 0 ,

 

June 30,

 

J une 3 0 ,

 

 

2014

 

2013

 

2014

 

2013

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

 

Revenues

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Operations and research

72,631 

 

206,458  

 

108,781 

 

301,166  

 

Marketing and promotion

32,852 

 

22,331  

 

52,712 

 

25,036

 

General administration

58,275 

 

41,133  

 

110,664 

 

73,833  

 

Depreciation

23,869 

 

21,468  

 

47,063 

 

42,156

 

   Total operating expenses

187,627 

 

291,390  

 

319,220 

 

442,191

 

 

 

 

 

 

 

 

 

Net loss from operations

(187,627)

 

( 291,390 )

 

(319,220)

 

( 442,191 )

Non-operating activity

 

 

 

 

 

 

 

 

Interest expense

(375)

 

( 1,875 )

 

(750)

 

( 4,830 )

Net loss

$

(188,002)

 

$

( 293,265 )

 

$

(319,970)

 

$

( 447,021 )

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

$

(.005)

 

$

(.0 13 )

 

$

(.009)

 

$

(.0 20 )

Weighted average number of

 

 

 

 

 

 

 

 

shares outstanding

36,123,328 

 

22,544,034  

 

35,948,111 

 

22,544,034



The accompanying notes are an integral part of these financial statements



6



ENDURANCE EXPLORATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS





 

 

For the Six Months Ended June 30, 2014

(unaudited)

 

For the Six Months Ended J une 3 0 , 2013

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

    

 Net loss

$

 (319,970)

 

$

( 447,021 )

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash provided by operating activities

 

 

 

 

 

 

 

Depreciation expense

 

47,063

 

 

42,156

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses

 

-

 

 

-

 

 

Accounts payable and accrued expenses

 

49,153

 

 

15,524

 

 Net Cash Used by Operating Activities

 

  (223,754)

 

 

  ( 389,341 )

 

 

 

 

 

 

 CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

   

 

Acquisition of equipment

 

(13,210)

 

 

(46,829)

 

Net Cash Used by Investing Activities

 

  (13,210)

 

 

(46,829)

 

 

 

 

 

 

 CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Advances from related parties

 

240,000

 

 

393,943

 

Net Cash Provided by Financing Activates

 

  240,000

 

 

   393,943

 

 

 

 

 

 

 Net increase (decrease) in cash and cash equivalents

 

  3,036

 

 

   42,227

 Cash and cash equivalents, beginning of period

 

  2,540

 

 

   53,560

 Cash and cash equivalents, end of period

$

5,576

 

$

                          11,333

 

 

 

 

 

 

Cash paid for Interest

$

-

 

$

-                             

Cash paid for taxes

$

-

 

$

-

 

 

 

 

 

 

Supplemental schedule of non-cash financing and investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

April 2014 – issued 420,000 common shares as satisfaction of $105,000 of related party debt.

 

 

 


The accompanying notes are an integral part of these financial statements



7


ENDURANCE EXPLORATION GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited)


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.


Description of Business


Endurance Exploration Group, Inc. (formerly Tecton Corporation) (the “Company”) was incorporated under the laws of the State of Nevada on January 19, 2006, as a wholly-owned subsidiary of Hemis Corporation.  On December 1, 2006 Hemis declared a dividend of Tecton shares to all shareholders as of that date and concurrently cancelled its share ownership in the Company.  The effect of this dividend declaration and share cancellation was that Tecton was spun off as an independent company.

  

On November 8, 2013, the Board of Directors approved a change of the Company’s fiscal year from January 31, to December 31.  This Form 10Q for the three and six months ended June 30, 2014 represents the second quarterly filing for the new fiscal year.   Since both entities were under common control, the comparative financial statements are presented as if the previously separated entities were combined .


On December 31, 2013, the Company acquired 100% of the membership interests of Endurance Exploration Group LLC, a Florida limited liability company, in exchange for 20,550,539 shares of the Company’s Common Stock being issued to the former members.  Endurance Exploration Group LLC is now a wholly owned subsidiary with its operations being the Company’s primary focus.  


Endurance Exploration Group LLC is engaged in the archaeologically sensitive exploration and recovery of deep-ocean shipwrecks throughout the world.  The Company intends to recover bullion, precious metals, numismatic-grade coinage, high-value non-ferrous metals and other valuable cargos from both historic and modern shipwrecks.


On January 2, 2014, the Company changed its name to Endurance Exploration Group, Inc.


Our corporate headquarters are located in Clearwater, Florida.


Principles of consolidation and basis of presentation


These consolidated financial statements include the assets and liabilities of the Company and its subsidiaries as of June 30, 2014.   The acquisition of the membership interests of Endurance Exploration Group LLC and its wholly owned Panamanian subsidiary formed to hold the registry of a research vessel, occurred as of the close of its business on December 31, 2013.   Since both entities were under common control, the comparative financial statements are presented as if the previously separated entities were combined.


The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s latest Annual Report on Form 10-K.


In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of the financial position at June 30, 2014 and the results of operations and cash flows for the three and six months ended June 30, 2014 and 2013 have been made.  All material intercompany transactions have been eliminated.



8



Use of Estimates


The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.


Subsequent Events


The Company has evaluated subsequent events through August 15, 2014, to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included.


Cash and Cash Equivalents


For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.


Fixed Assets


Fixed assets are stated at historical cost. Depreciation is provided using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and ten years.  When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Equipment and major overhaul items (such as engines or generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever is shorter. Certain major repair items required by industry standards to ensure a vessel’s seaworthiness also qualify to be capitalized and depreciated over the period of time until the next scheduled planned major maintenance for that item. All other repairs and maintenance are accounted for under the direct-expensing method and are expensed when incurred.


Income Taxes


The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities given the provisions of currently enacted tax laws.


The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met.


Net Earnings (Losses) Per Common Share


The Company computes earnings (loss) per share by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company's stock options (calculated using the treasury stock method).  As of June 30, 2014, there were 5,000,000 common stock equivalents that were anti-dilutive and were not included in the calculation. Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.


Fair Value of Financial Instruments


The fair value of financial instruments, which include cash, loans receivable, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.



9



Comprehensive Income


The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of June 30, 2014 the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.


Stock Based Compensation


Stock based compensation costs are measured at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black - Scholes valuation model.


New Accounting Pronouncements


The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2014 through the date these financial statements were issued.


NOTE B – GOING CONCERN MATTERS


The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements for the period January 19, 2006 (date of inception) to June 30, 2014, the Company incurred losses of $5,260,184. The Company has minimal liquid assets. These factors, among others, indicate that the Company will be unable to continue as a going concern for a reasonable period of time.


The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.


NOTE C – ACQUISITION OF ENDURANCE EXPLORATION GROUP LLC MEMBERSHIP INTERESTS


On December 31, 2013, the Company acquired 100% of the membership interests of Endurance Exploration Group LLC, a Florida limited liability company by issuing 20,550,539 shares of its common stock.



10



The majority shareholders of the Company also held a majority interest in Endurance Exploration Group LLC, and maintained controlling interests in both entities both before and after the transaction.  Accordingly, the acquisition has been accounted for as a corporate reorganization because of the common control.  The book value of Endurance Exploration Group LLC at the time of the acquisition was as follows:


Cash

 

 

 

 

$

1,940

Fixed assets - net

 

 

 

448,980

Other assets

 

 

 

 

3,805

 

 

 

 

 

 

 

 

Total assets

 

 

 

$

454,725

 

 

 

 

 

 

 

Accounts payable assumed

 

 

$

8,927

Accrued expenses assumed

 

 

4,625

Shareholder loans assumed

 

 

60,000

Equity acquired

 

 

 

381,173

 

 

 

 

 

 

 

 

Total liabilities and equity

 

 

$

454,725


NOTE D – FIXED ASSETS


Fixed assets consist of the following at June 30, 2014 and December 31, 2013:


 

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

 

 

 

 

Vessels and equipment

 

$

610,379 

 

$

599,545 

Computers and peripherals

 

14,092 

 

11,716 

 

 

 

 

624,471 

 

611,261 

Less: Accumulated depreciation

 

(209,344)

 

(162,281)

Fixed Assets - net

 

 

$

415,127 

 

$

448,980 


Depreciation expense for the three and six months ended June 30, 2014 was $23,869 and $47,063 respectively.  


NOTE E – ADVANCES FROM RELATED PARTIES AND RELATED PARTY TRANSACTIONS


During 2012 and 2013, Endeavour Cooperative Partners LLC, a company controlled by Micah Eldred and Carl Dilley, and Endeavour’s subsidiaries, Island Capital Management LLC and Proxy & Printing, LLC, made numerous advances to the Company in order to provide the Company with funds to carry on its operations.  None of such companies charged the Company interest on such advances.  In addition, during fiscal 2012 and 2013, Endeavour Cooperative Partners acquired the right to payment under certain accounts and promissory notes from a number of the Company’s creditors.  The aggregate amount due to Endeavour and its subsidiaries for these advances to the Company and under the accounts and notes purchased by Endeavour from the Company’s creditors was $166,650 at January 31, 2013.


On May 6, 2013, the Company entered into a Debt Conversion Agreement with Endeavour Cooperative Partners, which also was its largest shareholder at the time, relating to the conversion of its indebtedness to Endeavour, then in the amount of $272,356.  The terms of the agreement allowed for Endeavour to convert this debt into shares of the Company’s preferred stock at $.000172 per share (pre-reverse split), which value was determined by the Board of Directors to be fair and reasonable at the time.  The Company did not have sufficient common shares available for issuance in exchange for the debt on these terms, so it was agreed that the Company would issue shares of preferred stock, and such preferred shares would be exchanged on a one-for-one basis in the future for shares of common stock.  Although the market price of the common stock was hovering around $0.0002 per share at the time, the Board determined that the market price was not reflective of the true value of the stock.  Indications of this included the following facts:



11



·

there was very minimal trading activity in the Company’s stock,

·

as of April 30, 2013, the Company had no assets and negative shareholders’ equity of $352,786, and

·

between December 15, 2012 and May 3, 2013, Endeavour Cooperative Partners had purchased approximately 29,900,000 shares of the Company’s common stock from other shareholders at a price of $0.0001 per share.  


On May 8, 2013, Endeavour filed a notice of conversion for $3,400 of its debt, in exchange for 19,736,560 of pre-reverse split preferred shares.  These shares converted to 493,414 shares of preferred stock after the reverse split, and were converted into shares of common stock on a one-for-one basis on December 31, 2013.  


On December 31, 2013, the Company entered into an Addendum to the Debt Conversion Agreement, dated May 6, 2013, with Endeavour relating to the conversion of the Company’s indebtedness to Endeavour, then in the amount of $289,390.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.022727 per share, which the Board believed to be based on the value of the stock prior to the closing of the acquisition of Endurance Exploration Group, LLC later that day, based on recent trading activity.  Endeavour converted all of such debt into shares on such date, as a result of which the Company issued 12,733,499 shares of common stock to Endeavour.  


On December 31, 2013, the Company completed the purchase of 100% of the membership interests of Endurance Exploration Group, LLC (“Endurance LLC”), from its members, Micah Eldred and Carl Dilley, in exchange for 20,550,539 shares of the Company’s common stock, valued at $0.0186 per share, based upon the net book value of the assets of Endurance LLC, $381,173 as of December 31, 2013.


On December 31, 2013, as a consequence of acquiring the membership interests of Endurance LLC, the Company assumed a liability of Endurance LLC to Micah Eldred under a demand promissory note, dated June 19, 2012, in the original principal amount of $60,000, bearing interest at 5%.  The note has no stipulated maturity date, and the balance due under the note at June 30, 2014, including accrued interest, was $65,375.


The Company has entered into a contract with Island Capital Management LLC, which is owned and controlled by Micah Eldred and Carl Dilley, to serve as its transfer agent.  It did not charge the Company for its services during the three or six months ended June 30, 2014 or 2013.


The Company has entered into a contract with Proxy & Printing LLC, which is owned and controlled by Micah Eldred and Carl Dilley, to provide the Company with printing and other services relating to its filings with the SEC.  It did not charge the Company for its services during the three or six months ended June 30, 2014 or 2013.


On April 7, 2014, the Company entered into a Debt Conversion Agreement with Endeavour Cooperative Partners LLC relating to the conversion of indebtedness to Endeavour in the amount of $35,000.  This amount represents the related party debt payable to Endeavour as of that date.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.25 per share.  Endeavour converted all of such debt into shares, as a result of which the Company issued 140,000 shares to Endeavour.  


On April 7, 2014, the Company entered into a Debt Conversion Agreement with Island Capital Management, LLC, a company owned and controlled by Endeavour Cooperative Partners LLC, relating to the conversion of indebtedness to Island in the amount of $70,000.  This amount represents the related party debt payable to Island as of that date.  The terms of the agreement allowed for Island to convert this debt into common stock at $0.25 per share.  Island converted all of such debt into shares, as a result of which the Company issued 280,000 shares to Island.  



12



On June 24, 2014, the Company entered into a contract with Eclipse Group Inc. (“Eclipse”) for Eclipse to provide personnel and services to the Company in connection with the operation and monitoring of a remotely operated vehicle (“ROV”) in connection with our investigation of a suspected shipwreck located off the coast of New England. Steven Saint Amour, who serves as a member of the Company’s Board of Directors, and Joan Saint Amour are the principal shareholders and officers of Eclipse.  The contract provides that Eclipse will provide 2 people, including Mr. Saint Amour, for approximately four 12-hour days to operate and monitor the ROV, which will be provided by the Company.  The Company will issue 100,000 shares of common stock to Mr. Saint Amour, with an agreed value of $25,000, under the contract, and reimburse Eclipse in cash for its cost for the second ROV technician.  The Company will also pay Eclipse in cash its cost plus 15% for all third party costs incurred by Eclipse, and provide Mr. Saint Amour and the second technician with food and lodging during the assignment.


During the three and six months ended June 30, 2014, Micah Eldred, Carl Dilley and Heather Dilley, made advances to the Company in the aggregate amounts of $0 and $135,000, respectively, in order to provide the Company with funds to carry on its operations.  These advances do not bear interest, are unsecured and have no specific terms of repayment.  As of June 30, 2014, the aggregate amount of such advances outstanding was $135,000.  


NOTE F – PREFERRED AND COMMON STOCK TRANSACTIONS AND REVERSE SPLIT


On May 6, 2013, the Company entered into a Debt Conversion Agreement with Endeavour Cooperative Partners LLC, a in the amount of $272,356 as described under Note E above.  On May 8, 2013, Endeavour filed a notice of conversion for $3,400 of its debt, in exchange for 19,736,560 of pre-reverse split preferred shares.  These shares converted to 493,414 shares of preferred stock after the reverse split described below.


On May 31, 2013, the Company affected a 1 share for 40 shares reverse split of its common and preferred stock.  As a result, the issued and outstanding shares at that date were decreased from 79,736,560 to 1,993,495.  The authorized shares at that date were then decreased from 100,000,000 to 2,500,000; 2,000,000 shares of common stock and 500,000 preferred shares.


On July 22, 2013, the Company amended and restated its Articles of Incorporation to increase the total authorized capital stock of the corporation to 110,000,000 shares, being comprised of 100,000,000 shares of common stock with a par value of $.01 per share, and 10,000,000 shares of preferred stock with a par value of $.001.


On December 31, 2013, the Company entered into an Addendum to the Debt Conversion Agreement, dated May 6, 2013, with Endeavour relating to the conversion of the Company’s indebtedness to Endeavour, then in the amount of $289,390.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.022727 per share, which the Board believed to be based on the value of the stock prior to the closing of the acquisition of Endurance Exploration Group, LLC later that day, based on recent trading activity.  Endeavour converted all of such debt into shares on such date, as a result of which the Company issued 12,733,499 shares of common stock to Endeavour.


On December 31, 2013, the Company issued 493,414 common shares as a conversion of the previously issued 493,414 preferred shares on a 1 for 1 basis.


On December 31, 2013, the Company issued 20,550,539 common shares, valued at $381,173, in conjunction with the acquisition of 100% of the membership interests of Endurance Explorations Group LLC.


On April 7, 2014, the Company entered into a Debt Conversion Agreement with Endeavour Cooperative Partners LLC relating to the conversion of indebtedness to Endeavour in the amount of $35,000.  This amount represents the related party debt payable to Endeavour as of that date.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.25 per share.  Endeavour converted all of such debt into shares, as a result of which the Company issued 140,000 shares to Endeavour.  


On April 7, 2014, the Company entered into a Debt Conversion Agreement with Island Capital Management, LLC, a company owned and controlled by Endeavour Cooperative Partners LLC, relating to the conversion of indebtedness to Island in the amount of $70,000.  This amount represents the related party debt payable to Island as of that date.  The terms of the agreement allowed for Island to convert this debt into common stock at $0.25 per share.  Island converted all of such debt into shares, as a result of which the Company issued 280,000 shares to Island.  


On April 18, 2014, the Company issued 13,333 shares in satisfaction of those shares that have been issuable since 2008 as explained in Note G.



13



On June 24, 2014, the Company entered into a contract with Eclipse Group Inc. (“Eclipse”) for Eclipse to provide personnel and services to the Company in connection with the operation and monitoring of a remotely operated vehicle (“ROV”) in connection with our investigation of a suspected shipwreck located off the coast of New England. Steven Saint Amour, who serves as a member of the Company’s Board of Directors, and Joan Saint Amour are the principal shareholders and officers of Eclipse.  The contract provides that Eclipse will provide 2 people, including Mr. Saint Amour, for approximately four 12-hour days to operate and monitor the ROV, which will be provided by the Company.  The Company will issue 100,000 shares of common stock to Mr. Saint Amour, with an agreed value of $25,000, under the contract, and reimburse Eclipse in cash for its cost for the second ROV technician.  The Company will also pay Eclipse in cash its cost plus 15% for all third party costs incurred by Eclipse, and provide Mr. Saint Amour and the second technician with food and lodging during the assignment.


NOTE G – COMMON STOCK ISSUABLE


In April 2008, the Company entered into a subscription agreement with a non-U.S. investor for the purchase of 533,333 at a price of $0.42 per share, resulting in cash proceeds of $224,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.  The Company was unable to issue these shares and at December 31, 2013 considered this common stock issuable and had recorded it in the equity section.  As a result of the 1 for 40 reverse split, the number of shares issuable decreased from 533,333 to 13,333 at March 31, 2014 and December 31, 2013.   These shares were issued in April 2014.


NOTE H – WARRANTS AND OPTIONS


As of June 30, 2014, we had outstanding non-qualified options to purchase 5,000,000 shares of our common stock at any time prior to December 15, 2015, with an exercise price of $0.25 per share.


NOTE I – SUBSEQUENT EVENTS


None.



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


As used in this report, the terms "we", "us", "our," “Endurance” and “the Company” mean Endurance Exploration Group, Inc. (formerly Tecton Corporation), unless otherwise indicated.


This discussion should be read in conjunction with the condensed consolidated financial statements and notes included elsewhere in this report and the consolidated financial statements and notes in the Annual Report of the Company on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (“SEC”).


Our discussion and analysis may contain forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations, estimates, forecasts, and projections about the Company, our beliefs, and assumptions made by us. In addition, we may make other written or oral statements, which constitute forward-looking statements, from time to time. Words such as “believe,” “estimate,” “project,” “expect,” “intend,” “may,” “anticipate,” “plan,” “seek,” variations of such words, and similar expressions are intended to identify such forward-looking statements. Similarly, statements that describe our future plans, objectives, or goals also are forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks and uncertainties, including those discussed below and elsewhere in this report. Our actual results may differ materially from what is expressed or forecasted in such forward-looking statements, and undue reliance should not be placed on such statements. All forward-looking statements are made as of the date hereof, and we undertake no obligation to update any such forward-looking statements, whether as a result of new information, future events or otherwise.


Factors that could cause actual results to differ materially from what is expressed or forecasted in such forward-looking statements include, but are not limited to the risk factors which are identified in our most recent Annual Report on Form 10-K, including factors identified under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


All dollar amounts refer to US dollars unless otherwise indicated.


Plan of Operation


Side-scan sonar survey operations on Project “Sailfish” began in July of 2013. Over the course of this initial survey, approximately 700 square miles were digitally mapped. This sonar imagery was then post-processed and evaluated for potential targets. In October of 2014 we believe we positively identified the target of Project “Sailfish,” the Steamship S.S. Connaught . We intend to return to the site of the S.S. Connaught in 2015 to recover its cargo. The cost of recovering the cargo of the S.S. Connaught is estimated to be $1,200,000.  The Company needs additional working capital to recover the cargo of the S.S. Connaught .  There can be no assurances that the Company will be successful in securing additional working capital and therefore cannot represent it will ever be in position to recover the cargo of the S.S. Connaught .


In November 2013, Endurance LLC entered into a contract with the sovereign government of an island nation in the Indian Ocean. The contract provides us with a three-year period in which to operate within the territorial waters of the nation with full permission to survey for and recover the “Black Marlin” and her silver cargo.  Net proceeds of our recovery efforts, after payment the costs to transport, store and insure any recovered items, will be split between us (75%) and the island government (25%)..  The cost of finding and recovering the cargo of the “Black Marlin” is estimated to be $2,000,000. The Company needs additional working capital to undertake the search for the “Black Marlin” .  There can be no assurances that the Company will be successful in securing additional working capital and therefore cannot represent it will ever be in position to search for and recover the cargo of the “Black Marlin” .


Results of Operations


The following information represents our results of operations for the three and six months ended June 30, 2014 and2013 .   , exclusive of the historical operations of Endurance Exploration Group LLC.   The acquisition of the membership interests of Endurance Exploration Group LLC and its wholly owned Panamanian subsidiary formed to hold the registry of a research vessel, occurred as of the close of its business on December 31, 2013.  Since both entities were under common control, the comparative financial statements are presented as if the previously separated entities were combined.




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Three Months Ended June 30, 2014 and 2013


Revenue


Since our inception on January 19, 2006 to September 30, 2014, we have not generated any revenues.  The Company cannot represent that, in the future, it will ever generate revenue from aquatic research, survey, inspection and recovery projects, as well as maritime contract services and consulting.


Expenses


We incurred operations and research expenses of $72,631 for the three months ended June 30, 2014 as compared to $ 206,458 for the three months ended J une 3 0 , 2013.  These expenses are all related to the operations of Endurance Exploration Group LLC.


We incurred marketing and promotion expenses of $32,852 for the three months ended June 30, 2014 as compared to $ 22,331 for the three months ended J une 3 0 , 2013.   These expenses are all related to the operations of Endurance Exploration Group LLC.


We incurred general and administrative expenses of $58,275 for the three months ended June 30, 2014 as compared to $ 41,133 for the three months ended J une 3 0 , 2013, an increase of $ 17,142 .  The general and administrative costs consist primarily of legal and professional fees.


Net Losses


For the three months ended June 30, 2014, we incurred a net loss of $188,002 as compared to $ 293,265 for the three months ended J une 3 0 , 2013.


Six Months Ended June 30, 2014 and 2013


Revenue


Since our inception on January 19, 2006 to June 30, 2014, we have not generated any revenues.   The Company cannot represent that, in the future, it will ever generate revenue from aquatic research, survey, inspection and recovery projects, as well as maritime contract services and consulting.


Expenses


We incurred operations and research expenses of $108,781 for the six months ended June 30, 2014 as compared to $ 301,166 for the six months ended J une 3 0 , 2013.  These expenses are all related to the operations of Endurance Exploration Group LLC.


We incurred marketing and promotion expenses of $52,712 for the six months ended June 30, 2014 as compared to $ 25,036 for the six months ended J une 3 0 , 2013.   These expenses are all related to the operations of Endurance Exploration Group LLC.


We incurred general and administrative expenses of $110,664 for the six months ended June 30, 2014 as compared to $ 73,833 for the six months ended J une 3 0 , 2013, an increase of $ 36,831 .  The general and administrative costs consist primarily of legal and professional fees.


Net Losses


For the six months ended June 30, 2014, we incurred a net loss of $319,970 as compared to $ 447,021 for the six months ended J une 3 0 ,2013.


Current Liquidity and Capital Resources


Since Endeavour Cooperative Partners, LLC, acquired control of the Company in January 2013, we have funded our operations primarily through the sale of equity securities in private placements and debt financing.



16



As of June 30, 2014, we had $5,576 in cash.  


Net cash used by operating activities was $223,754 for the six months ended June 30, 2014.   


Net cash used by investing activities was $13,210 for the six months ended June 30, 2014.


Net cash provided by financing activities was $240,000 for the three months ended June 30, 2014.  This amount represents funds advanced from related parties to facilitate operations for the period.


Other Recent Financings


On April 7, 2014, we entered into a Debt Conversion Agreement with Endeavour Cooperative Partners LLC relating to the conversion of indebtedness to Endeavour in the amount of $35,000. This amount represents the related party debt payable to Endeavour as of that date.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.25 per share.  Endeavour converted all of such debt into shares, as a result of which we issued 140,000 shares to Endeavour.  


On April 7, 2014, we entered into a Debt Conversion Agreement with Island Capital Management, LLC, a company owned and controlled by Endeavour Cooperative Partners LLC, relating to the conversion of indebtedness to Island in the amount of $70,000.  This amount represents the related party debt payable to Island as of that date.  The terms of the agreement allowed for Island to convert this debt into common stock at $0.25 per share.  Island converted all of such debt into shares, as a result of which we issued 280,000 shares to Island.  


On June 24, 2014, we entered into a contract with Eclipse Group Inc. (“Eclipse”) for Eclipse to provide personnel and services to us in connection with the operation and monitoring of a remotely operated vehicle (“ROV”) in connection with our investigation of a suspected shipwreck located off the coast of New England. Steven Saint Amour, who serves as a member of our Board of Directors, and Joan Saint Amour are the principal shareholders and officers of Eclipse.  The contract provides that Eclipse will provide 2 people, including Mr. Saint Amour, for approximately four 12-hour days to operate and monitor the ROV, which will be provided by us.  We will issue 100,000 shares of common stock to Mr. Saint Amour, with an agreed value of $25,000, under the contract, and reimburse Eclipse in cash for its cost for the second ROV technician. We will also pay Eclipse in cash its cost plus 15% for all third party costs incurred by Eclipse, and provide Mr. Saint Amour and the second technician with food and lodging during the assignment.


During the three and six months ended June 30, 2014, Micah Eldred, Carl Dilley and Heather Dilley, made advances to the Company in the aggregate amounts of $0 and $135,000, respectively, in order to provide the Company with funds to carry on its operations.  These advances do not bear interest, are unsecured and have no specific terms of repayment.  As of June 30, 2014, the aggregate amount of such advances outstanding was $135,000


Future Capital Requirements


Our current available cash and cash equivalents are insufficient to satisfy our liquidity requirements.  Our capital requirements for 2014 will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.  


Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions, that would generate sufficient resources to ensure continuation of our operations.  We are currently engaged in an offering of up to 15,000,000 shares of common stock at a price of $0.25 per share to accredited investors pursuant to Rule 506(c) under Regulation D and Regulation S.  However, the offering is being conducted on a best efforts basis, and there can be no assurance that any shares will be sold in the offering.


We will require substantial funds, not only for administration and public company costs, but also to conduct full marine survey and recovery operations.  Our principal shareholder, Micah Eldred has committed to loan to us, or cause companies controlled by him to loan to us, up to $15,000 per month, if necessary, as the amount estimated for those administration and public company costs.  In addition, Mr. Eldred has also committed to loan funds during the third quarter sufficient to conduct preliminary ROV inspection of selected targets identified in the 2013 survey season.  We have based our estimates on assumptions that may prove to be wrong.  




17



The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations.  Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.


Research and Development


For the six months ended June 30, 2014, we incurred $10,600 in expenses for research consultants.  For the six months ended J une 3 0 , 2013, we incurred $8,461 in expenses for research consultants and travel .  


Inflation


The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.


Off-Balance Sheet Arrangements


As of June 30, 2014, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.  


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


ITEM 4. CONTROLS AND PROCEDURES


As of June 30, 2014, under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended.  Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We concluded that, as of June 30, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level.


There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of March 31, 2014, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date.



18



PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


We are not a party to any legal proceedings, and we are not aware of any legal proceedings contemplated by any governmental authority against us.


ITEM 1A. RISK FACTORS

For risk factors, see Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2013.


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


On April 7, 2014, we entered into a Debt Conversion Agreement with Endeavour Cooperative Partners LLC relating to the conversion of indebtedness to Endeavour in the amount of $35,000. This amount represents the related party debt payable to Endeavour as of that date.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.25 per share.  Endeavour converted all of such debt into shares, as a result of which we issued 140,000 shares to Endeavour.  


On April 7, 2014, we entered into a Debt Conversion Agreement with Island Capital Management, LLC, a company owned and controlled by Endeavour Cooperative Partners LLC, relating to the conversion of indebtedness to Island in the amount of $70,000.  This amount represents the related party debt payable to Island as of that date.  The terms of the agreement allowed for Island to convert this debt into common stock at $0.25 per share.  Island converted all of such debt into shares, as a result of which we issued 280,000 shares to Island.  


On June 24, 2014, we entered into a contract with Eclipse Group Inc. (“Eclipse”) for Eclipse to provide personnel and services to us in connection with the operation and monitoring of a remotely operated vehicle (“ROV”) in connection with our investigation of a suspected shipwreck located off the coast of New England. Steven Saint Amour, who serves as a member of our Board of Directors, and Joan Saint Amour are the principal shareholders and officers of Eclipse.  The contract provides that Eclipse will provide 2 people, including Mr. Saint Amour, for approximately four 12-hour days to operate and monitor the ROV, which will be provided by us.  We will issue 100,000 shares of common stock to Mr. Saint Amour, with an agreed value of $25,000, under the contract, and reimburse Eclipse in cash for its cost for the second ROV technician. We will also pay Eclipse in cash its cost plus 15% for all third party costs incurred by Eclipse, and provide Mr. Saint Amour and the second technician with food and lodging during the assignment.

All of the foregoing shares were issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933.  Also, in April 2014, the Company issued 13,333 shares in satisfaction of those shares that have been issuable since 2008 as explained in Note G of the Consolidated Financial Statements included herein.  Such shares were exempt from registration under Regulation S as they were sold to an investor outside of the United States.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5. OTHER INFORMATION


None.



19



ITEM 6. EXHIBITS


Exhibit Number 

Exhibit Description 

 

 

10.1

Debt Conversion Agreement, dated April 7, 2014, with Island Capital Management, LLC

10.2

Debt Conversion Agreement, dated April 7, 2014, with Endeavour Cooperative Partners, LLC

10.3

Letter Agreement, dated June 24, 2014, between Endurance Exploration Group, Inc. and Eclipse Group Inc. (previously filed as an exhibit to the Form 8-K, dated June 23, 2014, as filed with the SEC on June 24, 2014, and incorporated herein by reference)

31.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

31.2

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

32.1

Certification of Chief Executive Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

32.2

Certification of Chief Financial Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

 

 


101.INS**

 

XBRL Instance Document

101.SCH**

 

XBRL Taxonomy Extension Schema Document

101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase Document



20



SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

Endurance Exploration Group, Inc. 

 

(Registrant) 

 

 Date: December 2, 2014

/s/ Christine Zitman 

 

Christine Zitman 

 

Director, Principal Accounting Officer, Secretary, Treasurer 
(Authorized Officer and Chief Financial Officer) 




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