PARALLAX HEALTH SCIENCES, INC. - FORM 10-Q

Attached files

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

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 March 31, 2015

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 000-52534

[f20150331prlxform10qfinal001.jpg]

PARALLAX HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)


Nevada	46-4733512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

Registrant's telephone number, including area code:	(617) 209-7999

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 CORPORATE ISSUERS

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

132,026,053 common shares issued and outstanding as of May 15, 2015

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The Company’s unaudited interim consolidated financial statements for the three months ended March 31, 2015 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, 2014, on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2015.


PARALLAX HEALTH SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

	March 31, 2015			December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	20,514		$	513
Total current assets		20,514			513

Property and equipment, net		7,988			9,527
Intangible assets, net		17,504			17,920

TOTAL ASSETS	$	46,006		$	27,960

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	340,331		$	302,868
Related party payables		106,109			103,563
Notes and loans payable		95,975			95,975
Convertible notes payable		144,000			144,000
Convertible notes payable-related party, net of unamortized discount		1,059,136			855,052
Total current liabilities		1,745,551			1,501,458
Total liabilities		1,745,551			1,501,458

Stockholders' deficit
Preferred stock, $.001 par, 10,000,000 shares authorized, 823,691 issued and outstanding at March 31, 2015 and December 31, 2014		824			824
Common stock, $.001 par, 250,000,000 shares authorized, 132,026,053 and 128,228,018 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively		132,026			128,228
Additional paid in capital-preferred		465,843			465,843
Additional paid in capital-common		962,055			927,823
Subscriptions receivable		(1,338	)		(1,338	)
Accumulated deficit		(3,258,905	)		(2,994,878	)
Total stockholders' deficit		(1,699,545	)		(1,473,398	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	46,006		$	27,960

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


PARALLAX HEALTH SCIENCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	For the three months ended
	March 31, 2015			March 31, 2014
Revenue	$	––		$	––
Cost of sales		––			––
Gross profit		––			––

General and administrative expenses		137,662			111,343

Operating loss		(137,662	)		(111,343	)

Other income (expenses)
Depreciation and amortization		(1,955	)		(1,997	)
Interest expense		(124,410	)		(5,081	)
Total other income (expenses)		(126,365	)		(7,078	)

Net loss	$	(264,027	)	$	(118,421	)

Net loss per common share - basic and diluted	$	(0.002	)	$	(0.001	)

Weighted average common shares outstanding - basic and diluted		130,971,043			126,303,018

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


PARALLAX HEALTH SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the three months ended
	March 31, 2015			March 31, 2014
Cash flows from operations:
Net loss	$	(264,027	)	$	(118,421	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,539			1,581
Amortization expense		416			416
Discount amortization		103,700			––
Accruals converted to convertible notes payable		100,385			37,500
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		37,462			12,255
Increase in related party payables		2,546			66,385
Net cash used in operating activities		(17,979	)		(284	)

Cash flows from financing activities:
Proceeds from related party loans		37,980			––
Net cash provided by financing activities		37,980			––

Net increase (decrease) in cash		20,001			(284	)

Cash - beginning of period		513			569

Cash - end of period	$	20,514		$	285


NON-CASH ACTIVITIES
Conversion of related party payable to related party convertible notes payable	$	100,385		$	(337,500	)
Assignment of note payable to related party note payable	$	––		$	(144,000	)
Change from related party to non-related party convertible note payable	$	––		$	144,000
Change from related party debt to non-related party debt	$	––		$	152,849
Subscriptions receivable	$	––		$	(1,146	)

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

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

PARALLAX HEALTH SCIENCES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

NOTE 1. OVERVIEW AND NATURE OF BUSINESS

The accompanying unaudited consolidated financial statements of Parallax Health Sciences, Inc., (the “Company”) 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 interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2014. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements have been omitted.

The Company was incorporated in the State of Nevada on July 6, 2005. The Company’s principal focus is on the exploitation of a proprietary diagnostic and monitoring platform and processes in the area of infectious disease. Through the Company’s wholly owned subsidiary, Endeavor Sciences, Inc., the Company holds the right, title, and interest to certain FDA 510(k) approved tests in perpetuity, and acquired the exclusive license to a suite of medical devices, tests and utility processes in perpetuity.

Going Concern

The Company has incurred losses since inception resulting in an accumulated deficit of $3,258,905, and a working capital deficit of $1,725,037, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated 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 as a going concern.

NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "Parallax" shall mean Parallax Health Sciences, Inc 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

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

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. (“ESI”). All significant inter-company accounts and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2015, the Company had no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount 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. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the, estimates related to asset impairments of long lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary. Actual results could differ from these estimates.

Convertible Debt

In accordance with Accounting Standards Codification (“ASC”) 470-20-25, the Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method.

Net Income (Loss) Per Common Share

The Company computes earnings per share in accordance with ASC 260-10, Earnings Per Share. Net earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company’s stock options and warrants.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2015, 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 March 31, 2015, 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

In accordance with ASC 350-30, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

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.

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.

Fair Value Measurements

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.

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:

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 adoption of this update did not have a material impact 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 adoption of this update did not have a material impact 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 adoption of this update did not have a material impact on its consolidated financial statements.

In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted.

Not Yet Adopted:

In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements.

In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements.

In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01 Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 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:


	March 31, 2015			December 31, 2014
Office equipment	$	8,385		$	8,385
Medical devices and instruments		45,194			45,194
Sub-total		53,579			53,579
Accumulated depreciation		(45,591	)		(44,052	)
Property and equipment, net	$	7,988		$	9,527

Depreciation expense for the three months ended March 31, 2015 and 2014 was $1,539 and $1,581, respectively.

NOTE 4. INTANGIBLE ASSETS

Intangible assets consists of the following:


	March 31, 2015			December 31, 2014
Products and processes	$	12,500		$	12,500
Trademarks and patents		12,500			12,500
Sub-total		25,000			25,000
Accumulated amortization		(7,496	)		(7,080	)
Intangible assets, net	$	17,504		$	17,920

Amortization expense for the three months ended March 31, 2015 and 2014 was $416 and $416, respectively.

NOTE 5. NOTES AND LOANS PAYABLE

Notes and loans payable consists of the following:


	March 31, 2015		December 31, 2014
Notes payable
Phillip Knight	$	9,075	$	9,075
THI Inc.		10,000		10,000
Rast Trade		65,000		65,000
Total notes payable		84,075		84,075

Loans payable
Tom Mackay		11,900		11,900
Total loans payable		11,900		11,900
Total notes and loans payable	$	95,975	$	95,975

Convertible notes payable
The Kasper Group, Ltd.	$	144,000	$	144,000

In June 2010, the Company issued a promissory note in the principal amount of $9,075 to a non-related party. The note is unsecured, non-interest bearing, and due upon demand. As of March 31, 2015, no demand has been made.

In June 2010, the Company issued a promissory note in the principal amount of $10,000 to a non-related party. The note is unsecured, bears interest at a rate of 8% per annum, and is due upon demand. As of March 31, 2015, no demand has been made. Interest in the amount of $4,012 and $3,815 has been accrued as of March 31, 2015 and December 31, 2014, respectively, and is included as part of accrued expenses on the accompanying consolidated balance sheets.

On April 21, 2011, the Company issued a promissory note 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. As of March 31, 2015, no demand has been made. Interest in the amount of $27,300 and $25,697 has been accrued as of March 31, 2015 and December 31, 2014, respectively, and is included as part of accrued expenses on the accompanying consolidated balance sheets.

On January 1, 2012, the Company issued a convertible promissory note in the principal amount of $144,000 to a non-related party. The 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 the Company’s common stock at a rate of $0.25 per share. Interest in the amount of $32,725 and $30,240 has been accrued as of March 31, 2015 and December 31, 2014, respectively, and is included as an accrued expense on the accompanying consolidated balance sheets.

As at March 31, 2015 and December 31, 2014, interest in the amount of $64,037 and $59,752, respectively, has been accrued on notes payable, and is included as part of accrued expenses on the accompanying consolidated balance sheets.

NOTE 6. RELATED PARTY TRANSACTIONS

Related party transactions consist of the following:


	March 31, 2015			December 31, 2014
Accrued compensation
MJ Management, Inc.		90,800			75,800
Total accrued compensation		90,800			75,800

Cash advances
Edward W. Withrow, III		15,309			27,763
Total cash advances		15,309			27,763
Total related party payables		106,109			103,563

Convertible notes payable
J. Michael Redmond		693,077			637,693
Huntington Chase Financial Group, Ltd.		541,100			496,100
Total convertible notes payable		1,234,177			1,133,793
Less: unamortized discount		(175,041	)		(278,741	)
Total convertible note payable, net of discount		1,059,136			855,052

Total related party transactions	$	1,165,245		$	958,615

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, and thereafter renewed automatically in one (1) year periods. 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. On July 31, 2014, a convertible promissory note was issued to Mr. Redmond in the principal sum of $544,231, representing all unpaid compensation through July 31, 2014. Modifications have been made to the note to increase the principal by $148,846 for additional unpaid compensation through March 31, 2015. The note bears interest at a rate of 5% per annum, is due by July 31, 2015, and contains a repayment provision to convert the debt into common stock of the Company at a strike price of $0.10. The conversion price of $0.10 results in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate of $326,539 has been classified as a discount on the note. During the three months ended March 31, 2015 and the year ended December 31, 2014, the Company expensed $81,635 and $136,058, respectively, in discount amortization. As of March 31, 2015 and December 31, 2014, $108,846 and $190,481, respectively, of unamortized discount remains, and will be amortized over the next 4 months. As of March 31, 2015 and December 31, 2014, interest in the amount of $19,270 and $11,406, respectively, has been accrued, and is included as part of accrued expenses on the accompanying consolidated balance sheets.

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. HCFG made cash advances to the Company in the amount of $46,100 for the purpose of overhead advances, for which a Convertible Promissory note was issued on December 31, 2012. Modifications have been made to the note to increase the principal to $541,100, to include all unpaid compensation due HCFG through March 31, 2015. 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 strike price of $0.10. The conversion price of $0.10 results in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate of $146,955 has been classified as a discount on the note. During the three months ended March 31, 2015 and the year ended December 31, 2014, the Company expensed $22,065 and $58,695, respectively, in discount amortization. As of March 31, 2015 and December 31, 2014, $66,195 and $88,260, respectively, of unamortized discount remains, and will be amortized over the next 12 months. As of March 31, 2015 and December 31, 2014, interest in the amount of $34,408 and $25,845, respectively, and is included as part of accrued expenses on the accompanying consolidated balance sheets.

As at March 31, 2015 and December 31, 2014, respectively, related parties are due a total of $1,165,245 and $958,615, consisting of $90,800 and $75,800 in accrued compensation; $15,409 and $27,763 in cash advances to the Company for operating expenses; and $1,059,136 and $855,052 in related party convertible notes payable, net of unamortized discounts. The notes bear interest at a rate of between 5% and 7% per annum and mature between July 31, 2015 and December 31, 2015.

As at March 31, 2015 and December 31, 2014, interest in the amount of $53,678 and $37,251, respectively, has been accrued on related party notes payable, and is included as part of accrued expenses on the accompanying consolidated balance sheets.

NOTE 7. COMMITMENTS AND CONTINGENCIES

On April 17, 2014, pursuant to a resolution of the board of directors, the Company entered into an Agreement to Purchase One Hundred Percent of the Issued and Outstanding Shares of a California-based pharmacy Corporation (the “Pharmacy”) and its Assets and Inventory (the “Purchase Agreement”) for the acquisition of a privately held California corporation, whose primary operations are in the pharmaceutical industry. Pursuant to the Purchase Agreement between the Company, the Pharmacy and its sole shareholder (the “Seller”), in exchange for 100% of the Pharmacy’s common stock and 100% of the Pharmacy’s Assets and Inventory, among other things, the Company shall deliver to the Seller by, or prior to, the Closing Date:

Cash in the amount of $15 million;

A subordinate Promissory Note in the amount of $5 million, bearing interest at a rate of 6% per annum commencing three (3) years from the date of the Promissory Note, to be repaid after the senior credit facility has been paid in full, over a period of twelve (12) months; and

An ownership of Common Stock in the Company, representing approximately 9.9% of the issued and outstanding stock in the Company on a fully diluted basis.

On December 4, 2014, the Company and the Seller executed an amendment to the Purchase Agreement which, among other things, extended the Closing Date to March 31, 2015. The Company is currently working in good faith with the Pharmacy to obtain regulatory approval from the California State Board of Pharmacy (the “State Board”). The Company has submitted its pharmacy license application to the State Board, and is awaiting approval of its temporary permit. Along with the Company’s application, the Pharmacy provided the State Board with a Seller’s Certification, which attests to the Pharmacy’s involvement in the pending transaction with the Company. The parties expect to formalize an extension as approval from the State Board nears completion. The Company and the Pharmacy continue to work together closely to bring this transaction to a close as soon as possible. Certain terms and conditions of the Purchase Agreement remain confidential pursuant to a written non-disclosure agreement with the Seller until the Closing. The Closing is subject to the Company obtaining the necessary financing and the required regulatory approval for the acquisition of the Pharmacy. In the event that the Company does not obtain the requisite financing and regulatory approval, the transaction will not occur without a modification mutually acceptable to both parties.

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.

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 are subject to adjustment upon certain events.

As of March 31, 2015 and December 31, 2014, the Company had 823,691 shares of preferred stock issued and outstanding.

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 January 25, 2015, pursuant to a certain Stock Purchase Agreement, the Company issued 3,798,035 shares of the Company’s restricted common stock for cash in the amount of $37,980. As a result, $34,182 was recorded to additional paid in capital.

As of March 31, 2015 and December 31, 2014, the Company has 132,026,053 and 128,228,018 common shares issued and outstanding, respectively.

NOTE 10. WARRANTS AND OPTIONS

As of March 31, 2015, the Company had 16,473,401 warrants and 1,900,000 options issued and outstanding.


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	0.19	$	4,000,000	$0.27518
$0.41278	726,785	0.49		300,000	$0.41278
$0.41278	726,785	0.67		300,000	$0.41278
$0.41278	484,125	1.08		199,837	$0.41278
	16,473,401		$	4,799,837	$0.41278


Warrant Activity
	Number of	Weighted Average
	Shares	Exercise Price
Outstanding at December 31, 2014	16,473,401	$0.41278
Issued	––	––
Exercised	––	––
Expired / Cancelled	––	––
Outstanding at March 31, 2015	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	5.75	$	137,500	$0.10
$0.25	225,000	1.00		56,250	$0.25
$0.25	225,000	0.83		56,250	$0.25
	1,900,000		$	250,000	$0.20


Options Activity
	Number of	Weighted Average
	Shares	Exercise Price
Outstanding at December 31, 2014	1,900,000	$0.20
Issued	––	––
Exercised	––	––
Expired / Cancelled	––	––
Outstanding at March 31, 2015	1,900,000	$0.20

NOTE 11. INCOME TAXES

The components of the cumulative net deferred tax asset at March 31, 2015 and December 31, 2014, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:


	March 31, 2015			December 31, 2014

Income (loss) before taxes	$	(264,027	)	$	(1,113,197	)
Statutory rate		34%			34%

Computed expected tax payable (recovery)	$	89,800		$	378,500
Non-deductible expenses		––			––
Change in valuation allowance		(89,800	)		(378,500	)
Reported income taxes	$	––		$	––

The significant components of deferred income tax assets and liabilities at March 31, 2015 and December 31, 2014 are as follows:


	March 31, 2015			December 31, 2014

Net operating loss carried forward	$	1,106,700		$	1,017,000

Valuation allowance		(1,106,700	)		(1,017,000	)

Net deferred income tax asset	$	––		$	––

As at March 31, 2015, the Company had approximately $3,260,000 of federal net operating losses which expire commencing in the year 2026.

NOTE 12. SUBSEQUENT EVENTS

The Company has evaluated the events and transactions for recognition or disclosure subsequent to March 31, 2015, and has determined that there have been no events that would require disclosure.

* * * * *

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.

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, the terms "we", "us", "our" and "Parallax" mean Parallax Health Sciences, Inc., and its wholly-owned subsidiary, Endeavor Sciences, Inc. (formerly Parallax Diagnostics, Inc.), unless otherwise indicated.

Corporate History and Overview

The Company was incorporated in the State of Nevada on July 6, 2005, and is focused on the exploitation of a proprietary diagnostic and monitoring platform and processes in the area of infectious disease. Through the Company’s wholly owned subsidiary, the Company holds the right, title, and interest to certain FDA 510(k) approved tests in perpetuity. In addition, the Company acquired the exclusive license to a suite of medical devices, tests and utility processes in perpetuity. On January 9, 2014, the Company changed its name to Parallax Health Sciences, Inc. (OTCQB.PRLX),

Cash in the amount of $15 million;

An ownership of Common Stock in the Company, representing approximately 9.9% of the issued and outstanding stock in the Company on a fully diluted basis.

In the event that the Company does not obtain the requisite financing and regulatory approval, the transaction will not occur without a modification mutually acceptable to both parties.

The following summary of the Company’s financial condition should be read in conjunction with the consolidated financial statements for the quarter ended March 31, 2015, which are included herein.

Balance Sheet

As at March 31, 2015, the Company had total assets of $46,006, compared with total assets of $27,960as at December 31, 2014. The increase in total assets of $18,046 is attributable to an increase in cash of $20,001, $1,539 of depreciation related to equipment, and $416 of amortization related to the intangible assets.

As at March 31, 2015, the Company had total liabilities of $1,745,551, compared with $1,501,458 as at December 31, 2014. The increase in total liabilities of $244,093 is attributable to an increase of $37,463 in accounts payable and accrued expenses, an increase of $2,546 in related party payables, and an increase of $204,084 in convertible related party loans, net of unamortized discount.

Results of Operations

Three months ended March 31, 2015 compared to three months ended March 31, 2014

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.


	For the three months ended
	March 31, 2015			March 31, 2014
Revenue	$	––		$	––
Cost of sales	$	––		$	––
Gross profit (loss)	$	––		$	––
General and administrative expenses	$	137,662		$	111,343
Operating (loss)	$	(137,662	)	$	(111,343	)
Insurance claim refund	$	––		$	––
Depreciation and amortization	$	(1,955	)	$	(1,997	)
Interest expense	$	(124,410	)	$	(5,081	)
Net (loss)	$	(264,027	)	$	(118,421	)

Revenue

For the three months ended March 31, 2015 and 2014, no revenue was generated.

The Company has not yet launched its major business activity, which is medical diagnostics and testing.

Cost of sales

For the three months ended March 31, 2015 and 2014, no costs of sales were incurred.

The Company has not yet launched its major business activity, which is medical diagnostics and testing.

General and Administrative Expenses


	For the three months ended
	March 31, 2015		March 31, 2014		Variance
Legal, accounting, and management services	$	77,111	$	51,437	$	25,675
Salaries, taxes and benefits		59,622		59,622		––
Office supplies and miscellaneous expenses		929		284		(645	)
Total general and administrative expenses	$	137,662	$	111,343	$	26,319

During the three months ended March 31, 2015, the Company incurred operating expenses totaling $137,662, compared with $111,343for the three months ended March 31, 2014. The increase in operating expenses of $26,319is attributable to:

an increase in legal, accounting and management fees of $25,675 due to an decrease in legal fees of $4,326; an increase of $7,500 due to an increase in accountant fees by $2,500 per month; and an increase in outside consulting fees of $22,500 due to hiring additional staff support; and

a decrease in office supplies and miscellaneous expenses of $645, due to a decrease in miscellaneous office expenses.

Net Loss

During the three months ended March 31, 2015, the Company incurred a net loss of $264,027, compared with a net loss of $118,421 for the three months ended March 31, 2014. The increase in net loss of $145,606 is primarily attributable to an increase in general and administrative expenses of $26,319, a decrease in depreciation and amortization of $42, and an increase in interest expense of $119,329.

Liquidity and Capital Resources


Working Capital							Increase
	At March 31, 2015			At December 31, 2014			(Decrease)
Current Assets	$	20,514		$	513		$	20,001
Current Liabilities		1,745,551			1,501,458			244,093
Working Capital (Deficit)	$	(1,725,037	)	$	(1,500,945	)	$	(224,092	)

As at March 31, 2015, the Company had cash in the amount of $20,514 compared to $513 as of December 31, 2014.

The Company had a working capital deficit of $1,725,037 as of March 31, 2015, compared to a working capital deficit of $1,500,945 as of December 31, 2014. The decrease in working capital deficit of $224,092 is primarily attributable to an increase in cash of $20,001; an increase in accounts payable and accrued expenses of $37,463; an increase in related party payables of $2,546, and an increase in related party convertible notes payable of $204,084.


Cash Flows
	For the three months ended						Increase
	March 31, 2015			March 31, 2014			(Decrease)
Net cash used in operating activities	$	(17,979	)	$	(284	)	$	(17,695	)
Net cash used in investing activities		––			––			––
Net cash provided by financing activities		37,980			––			37,980
Increase (decrease) in cash	$	20,001		$	(284	)	$	20,285

Cash Flows from Operating Activities

During the three months ended March 31, 2015, the Company used $17,979 of cash flow for operating activities compared with $284 for the three months ended March 31, 2014. The decrease in cash used for operating activities of $17,695 is attributable an increase in net loss of $145,606, a decrease in depreciation and amortization expense of $42, an increase in discount amortization of $103,700, an increase in accruals converted to related party loans of $62,885, an increase in accounts payable and accrued expenses of $25,207, and a decrease in related party payables of $63,839.

Cash Flows from Investing Activities

During the three months ended March 31, 2015 and 2014, the Company had no cash flows from investing activities.

Cash Flows from Financing Activities

During the three months ended March 31, 2015, the Company had $37,980 cash flows from financing activities, compared with none during the same period last year. The increase in cash flows provided by financing activities of $37,980 is attributable to an increase in proceeds from the sale of common stock.

During the three months ended March 31, 2015, the Company received $37,980 in proceeds from the issuance of common shares or other equity instruments.

Future Financings

The Company has suffered recurring losses from operations. The continuation of the Company’s operations is dependent upon the Company’s attaining and maintaining profitable operations and raising additional capital as needed. The Company anticipates that it will have to raise additional funds through private placements of the Company’s equity securities and/or debt financing to complete its business plan.

The Company will require additional financing in order to proceed with its plan of operations, including approximately $2,000,000 over the next 12 months to pay for its ongoing expenses. These cash requirements include working capital, general and administrative expenses, the development of the Company’s product line, and the pursuit of acquisitions. These cash requirements are in excess of the Company’s current cash and working capital resources. Accordingly, the Company will require additional financing in order to continue operations and to repay its liabilities. There is no assurance that the financing will be completed as planned or at all. If the Company is unable to secure adequate capital to continue the Company’s planned operations, the Company’s shareholders may lose some or all of their investment and the Company’s business may fail.

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

The Company has incurred losses since inception resulting in an accumulated deficit of $3,258,905, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated unaudited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that the Company’s assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the consolidated unaudited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

The Company has no significant 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 are material to stockholders.

Critical Accounting Policies

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated unaudited financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Company’s financial statements is critical to an understanding of its consolidated financial statements.

Principles of Consolidation

Use of Estimates

Convertible Debt

Revenue Recognition

Stock-Based Compensation

Recently Adopted Accounting Standards

Adopted:

Not Yet Adopted:

Recently Issued Accounting Standards Updates:

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

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 March 31, 2015, 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 March 31, 2015 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 2015. 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

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.

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

None.

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.
3.4	Certificate of Amendment filed with the Secretary of State of Nevada on January 9, 2014	Filed with the SEC on April 14, 2014 as part of the Company’s Annual Report on Form 10-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 Seale & Beers, CPAs dated April 14, 2014	Filed with the SEC on April 14, 2014 as part of the Company’s Annual Report on Form 10-K.
(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.


	PARALLAX HEALTH SCIENCES, INC.


Dated: May 15, 2015	/s/ J. Michael Redmond
	J. Michael Redmond
	President, Chief Executive Officer and Director



Dated: May 15, 2015	/s/ Calli Bucci
	Calli Bucci
	Chief Financial Officer

PARALLAX HEALTH SCIENCES, INC. - FORM 10-Q - May 15, 2015

Attached files

PARALLAX HEALTH SCIENCES, INC. Reports