Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
EDVP > SEC Filings for EDVP > Form 10-Q on 8-Nov-2012All Recent SEC Filings

Show all filings for ENDEAVOR POWER CORP

Form 10-Q for ENDEAVOR POWER CORP


8-Nov-2012

Quarterly Report


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 our 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 our or our 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 we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our 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 our financial statements and the related notes that appear elsewhere in this quarterly report.

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

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

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

Corporate History and Overview

Endeavor Power Corporation (the "Company") was incorporated in the State of Nevada on July 6, 2005 under the name VB Biotech Laboratories, Inc. On September 21, 2007, the Company filed a Certificate of Amendment with the State of Nevada to change its operating name to VB Trade, Inc., with principal business operations to develop an online website that allowed web designers to sell their website designs in exchange for a commission on all products that were sold through the website.

On September 21, 2007, the Company entered into a Plan of Merger (the "Merger") with Endeavor Uranium, Inc., a mineral exploration company with mineral properties in the northwestern United States. Effectively, the Company changed its name to Endeavor Uranium, Inc. as part of the Merger transaction. On December 23, 2008, the Company entered into a Joint Venture Agreement (the "Agreement") with Federated Energy Corporation, a Tennessee corporation, for working interests in prospective oil and gas wells located in Nowata County, Oklahoma. Effectively on December 23, 2008, the Company changed its operating name to Endeavor Power Corporation.

In November, 2010, Management assessed a potential business opportunity and determined that in an effort to create value for its Shareholders, the Company should change its business direction. On November 8, 2010, the Company discontinued its operations in its working interests in oil and gas exploration and changed its operating focus to the development of E-Waste processing services aimed at industrial and government clients. The Company's new direction sought to limit the impact of discarded "E-Waste" on the environment. Discarded computers and electronic equipment pose environmental hazards.

On May 26, 2011, Mr. Alfonso Knoll resigned from all positions with the Company, including but not limited to, that of President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. The resignation did not involve any disagreement with the Company. On June 8, 2011, the Company entered into a Settlement Agreement and General Mutual Release ("Settlement Agreement") to terminate Mr. Knoll's Employment Agreement dated November 8, 2010, and to accept his resignation. Pursuant to the Settlement Agreement, Mr. Knoll immediately ceased all services to the Company and, on June 11, 2011, returned to the Company any and all shares of its common stock currently held by him.

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

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

On July 23, 2012, Mr. Tom Mackay resigned from all positions with the Company. The Board of Directors of the Company accepted the resignation of Mr. Mackay, and accepted the appointment of Mr. Gardner Williams as the Company's President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. The biography for the newly appointed director and officer is set forth below under Item 5. Other Information.

On November 1, 2012, the Company, and its wholly owned subsidiary Endeavor Holdings, Inc. ("Endeavor Holdings") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parallax Diagnostics, Inc, a Nevada corporation ("Parallax") and the shareholders of Parallax (the "Parallax Shareholders"), whereby Endeavor Holdings acquired 24,870,000 shares of common stock (100%) of Parallax (the "Parallax Stock") from the Parallax Shareholders. In exchange for the Parallax Stock, the Company issued 90,375,750 shares of its common stock to the Parallax Shareholders at par value $.0001, representing approximately 60% of the Company's total issued and outstanding shares.

As a result of the Merger Agreement, i) the Company intends to continue the Parallax operations as its primary business; and ii) there was a change in control of the Company, whereby Parallax became the controlling entity as recorded in the Articles of Merger filed with the Secretary of State of Nevada effective November 6, 2012. Parallax is a development stage company whose principal line of business is in the bio-medical sector. More specifically, Parallax is focused on the exploitation of a proprietary diagnostic and monitoring platform and processes in the area of infectious disease.

Please note that the following discussion relates to the results of operations of Endeavor Power Corporation as of September 30, 2012.

Balance Sheet

As at September 30, 2012, the Company had total assets of $4,972, compared with total assets of $8,347 as at December 31, 2011. The decrease in total assets of $3,375 is attributable to $3,375 of depreciation expense related to the Company's property and equipment.

As at September 30, 2012, the Company had total liabilities of $815,061, compared with $725,016 as at December 31, 2011. The increase in total liabilities of $90,045 is attributable to an increase of $49,295 of accounts payable and accrued expenses, and an increase of $40,750 in related party payables.

Results of Operations

Three and nine months ended September 30, 2012 compared to three months and nine months ended September 30, 2011

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended September 30, 2012, which are included herein.

                                                                                         Cumulative
                                                                                        From July 6,
                                                                                            2005
                            Three months ended              Nine months ended          (inception) to
Results of Operations          September 30,                  September 30,             September 30,
                            2012           2011           2012            2011              2012

Revenue                  $        -     $        -     $        -     $    192,246     $       212,643
Cost of Sales                     -              -              -           90,091             126,137
Gross profit (loss)               -              -              -          102,155              86,506
General and
administrative
expenses                     16,843         16,395         57,059        2,013,359           7,682,520
Operating (loss)            (16,843 )      (16,395 )      (57,059 )     (1,911,204 )        (7,596,014 )
Loss on settlement of
debt                              -              -              -                           (3,292,149 )
Interest expense            (12,362 )      (12,362 )      (36,361 )        (36,952 )        (1,012,155 )
Interest income                   -              -              -                                1,823
Net (loss) -
continuing operations    $  (29,205 )   $  (28,757 )   $  (93,420 )   $ (1,948,156 )   $   (11,898,495 )

Revenue

For the three and nine months ended September 30, 2012, no revenue was generated. For the three months and nine months ended September 30, 2011, respectively, revenue in the amount of $0 and $192,246 was generated from limited levels of E-Waste processing services.

Operations in the E-Waste business ceased in September, 2011.

Cost of sales

For the three and nine months ended September 30, 2012, no costs of sales were incurred. For the three and nine months ended September 30, 2011, respectively, costs of sales in the amount of $0 and $90,091 consisted of limited purchases of discarded computers and electronic equipment.

Operations in the E-Waste business ceased in September, 2011.

Operating Expenses

During the three months ended September 30, 2012, the Company incurred operating expenses totaling $16.843, compared with $16,395 for the three months ended September 30, 2011. The increase in operating expenses of $448 is attributable to:

an increase in legal, accounting and management services of $5,000 due to additional audit fees for the current period in the amount of $5,000, compared to audit costs for the same period last year;
an increase in rent expense of $3,000 resulting from office space leased in the current period, compared to no office space leased for the same period of 2011; and
a decrease in other miscellaneous expenses of $7,552 due to limited operations during the current period, compared to the same period last year.

During the nine months ended September 30, 2012, the Company incurred operating expenses totaling $57,059, compared with $2,013,359 for the nine months ended September 30, 2011. The decrease in operating expenses of $1,956,300 is attributable to the discontinuation of the Company's E-Waste activities:

a decrease of $1,800,000 in stock based compensation resulting from none recognized in the current period versus $1,800,000 recognized in the same period of 2011;
a decrease in legal, accounting and management services of $20,072 due to legal and management costs incurred during the current period of $27,450, compared to legal costs incurred for the same period last year of $47,522, and an increase in audit fees during the current period of $10,000, compared to $5,000 for the same period last year;
a decrease in rent expense of $2,400 resulting from a reduction in office space leased in the current period, compared to office space leased for the same period of 2011; and
a decrease in payroll and other outside services of $81,148, and a decrease in other miscellaneous expenses of $52,680, due to the discontinuation of E-Waste operations in 2011 and limited operations during the last three month period, resulting in no payroll and other outside services incurred in the current period, versus $81,148 in expense for the same period last year; and $12,234 of other general and administrative expenses incurred in the current period, compared to $64,914 in expense for the same period last year.

   General and
 Administrative        Three months ended            Nine months ended
    Expenses             September 30,                 September 30,                   Variances
                       2012          2011          2012           2011          3-month        6-month

Stock-based
compensation        $        -     $       -     $       -     $ 1,800,000     $       -     $ (1,800,000 )
Depreciation
expense                  1,125         1,125         3,375           3,375             -                -
Legal,
accounting, and
management              10,000         5,000        32,450          52,522         5,000          (20,072 )
Rent expense             3,000             -         9,000          11,400         3,000           (2,400 )
Payroll and
outside services             -             -             -          81,148             -          (81,148 )
Office supplies
and miscellaneous        2,718        10,270        12,234          64,914        (7,552 )        (52,680 )

Total General &
Administrative
Expenses            $   16,843     $  16,395     $  57,059     $ 2,013,359     $     448       (1,956,300 )

Net Loss

During the three months ended September 30, 2012, the Company incurred a net loss of $29,205 compared with a net loss of $28,757 for the three months ended September 30, 2011. The increase in net loss of $448 is primarily attributable to an increase in other general and administrative expenses of $448.

During the nine months ended September 30, 2012, the Company incurred a net loss of $93,420, compared with a net loss of $1,948,156 for the nine months ended September 30, 2011. The decrease in net loss of $1,854,736 is primarily attributable to the discontinuation of the Company's E-waste activities in November, 2011, as well as the change in management, resulting in a decrease in gross profit of $102,155, and a decrease in other general and administrative expenses of $1,956,300 resulting from limited development activities during the current period, versus 9 months of E-Waste operations for the same period in 2011, and a decrease in interest expense of $591.

Liquidity and Capital Resources

As at September 30, 2012, the Company had a cash balance of $0 and a working capital deficit of $397,623 compared with a cash balance of $0 and a working capital deficit of $307,758 at December 31, 2011. The increase in working capital deficit of $90,045 is attributable to an increase in accounts payable and accrued expenses of $49,925, and an increase in related party payable of $40,750.

  Working Capital
                               At September 30,       At December, 31        Increase
                                     2012                  2011             (Decrease)
  Current Assets              $                -     $               -     $          -
  Current Liabilities                    397,623               307,578           90,045
  Working Capital (Deficit)   $         (397,623 )   $        (307,578 )   $    (90,045 )

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

During the nine months ended September 30, 2012, the Company did not receive any proceeds from the issuance of common shares or other equity instruments.

Cash Flows                                                    For the nine months ended
                                                                    September 30,
                                                             2012                  2011

Net Cash (Used in) Operating Activities                  $           -         $     (92,403 )
Net Cash Provided by (used in) Investing Activities                  -                     -
Net Cash Provided by Financing Activities                            -                65,000
Increase (Decrease) in Cash                              $           -         $     (27,403 )

Cash Flows from Operating Activities

During the nine months ended September 30, 2012, the Company used $0 of cash flow for operating activities compared with $92,403 for the nine months ended September 30, 2011. The decrease in cash used for operating activities of $92,403 is attributable to the discontinuation of the Company's E-Waste activities; resulting in a decrease in net (loss) of $1,854,736, a decrease in stock compensation of $1,800,000, a decrease in accounts payable and accrued expenses of $83, and an increase in related party payables of $37,750.

Cash Flows from Investing Activities

During the nine months ended September 30, 2012, the Company used $0 of cash flow for investing activities, compared with $0 for the same period in 2011.

Cash Flows from Financing Activities

During the nine months ended September 30, 2012, the Company was provided with $0 of cash flow from financing activities, compared with $65,000 during the same period last year. The decrease in cash flows provided from financing activities is attributable to no financing received in the current period, versus $65,000 in financing received during the same period last year, from the issuance of a new note payable.

Future Financings

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

Contractual Obligations

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

Going Concern

The unaudited financial statements included with this quarterly report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the 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 we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

The Company regularly evaluates the accounting policies and estimates that the Company use to prepare its financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

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 adopted the following new accounting standards during 2012:

Trouble Debt Restructuring: Issued in April, 2011, ASU 2011-02 clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. The new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. Early adoption is permitted.

Comprehensive Income: Issued in June, 2011, ASU 2011-05 eliminates the current option to present other comprehensive income and its components in the statement of changes in equity. It will require companies to report the total of comprehensive income including the components of net income and the components of other comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in the ASU are effective for interim and annual periods beginning on or after December 15, 2011, and should be applied retrospectively. Early adoption is permitted.

Intangibles: Issued in September, 2011, ASU 2011-08 permits entities to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it would then perform the first step of the goodwill impairment test; otherwise, no further impairment test would be required. The amendments will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted.

Disclosures about Offsetting Assets and Liabilities: Issued in December, 2011, ASU 2011-11 requires disclosures to provide information to help reconcile differences in the offsetting requirements under U.S. GAAP and IFRS. The differences in the offsetting requirements account for a significant difference in the amounts

presented in statements of financial position prepared in accordance with U.S. GAAP and IFRS for certain entities. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

Recently Issued Accounting Standards Updates:

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

  Add EDVP to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for EDVP - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.