Endeavor Power Corp (Form: 10-K, Received: 04/14/2011 15:37:13)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

X .

ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

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

For the transition period from ________________ to _______________

ENDEAVOR POWER CORP.

(Name of Small Business Issuer in Its Charter)


Nevada	000-52534	72-1619357
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	IRS Employer Identification Number

317 E Penn Ave

Robesonia, PA 19551

(Address of principal executive offices)

(877) 285-5359

(Registrant’s Telephone Number)

Copy of all Communications to:

Carrillo, Huettel & Zouvas, LLP

3033 Fifth Avenue, Suite 400

Telephone (619) 546-6100

Facsimile (619) 546-6060

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes . No X .

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

Yes X . No .

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

Yes . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes . No X .

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


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

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

Yes . No X .

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2010 was $47,208,223 based upon the price ($0.78) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board under the symbol “EDVP.”

As of April 12, 2011, there were 154,563,898 shares of the issuer’s $.001 par value common stock issued and outstanding.

Documents incorporated by reference: None

Table of Contents

FORWARD-LOOKING STATEMENTS

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context hereof, references in this report to “Company,” “EDVP,” “we,” “us” and “our” are references to Endeavor Power Corp. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PART I

ITEM 1. BUSINESS

Formation and Development

Endeavor Power Corp. was incorporated as a Nevada company on July 6, 2005 under the name VB Biotech Laboratories, Inc. On June 20, 2006, we changed our name to VB Trade, Inc. On September 21, 2007, we changed our name to Endeavor Uranium, Inc. Finally, on December 19, 2008, we changed our name to Endeavor Power Corp.

As VB Trade, Inc., we were engaged in the development of a website that would allow freelance web designers to sell their website designs on our website. This business was unsuccessful and was abandoned in September 2007.

On September 21, 2007, Endeavor Uranium, Inc. our wholly-owned subsidiary, merged with us pursuant to the terms of an Agreement and Plan of Merger (the “Merger”) whereby, we remained as the surviving corporation and the separate existence of our subsidiary ceased in accordance with the provisions of the Nevada Revised Statutes.

Then, in December 2008 we entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Federated Energy Corporation (“Federated”). Under the terms of the Joint Venture Agreement, we agreed to provide incremental funding in the amount of $525,000 in cash to Federated in return for a 51% working interest in certain oil and gas leaseholds located in Nowata County, Oklahoma (the “JV Wells”) owned by Federated. This venture did not prove successful.

On July 21, 2009, the Company entered into a definitive Farmout Agreement (“Farmout Agreement”) with Togs Energy, Inc. (“Togs”), a wholly-owned subsidiary of TXO, PLC (“TXO”), and M-C Production and Drilling Co, Inc. (“MCPD”). Again, this venture did not prove to be successful.

In November 2010, Management assessed a potential business opportunity and determined that in an effort to create value for our Shareholders, the Company should change its business direction to focus on becoming a full-service E-Waste recovery company with processing services aimed at industrial and government clients. Discarded computers and electronic equipment pose environmental hazards and our new direction will seek to limit the impact of discarded “E-Waste” on the environment.

Description of Business

Our new business direction relates to certain computer and electronics recycling operations utilizing recycling contracts with nationally known and operated retail chains, over the scale scrap purchasing, and other individual asset recovery and demolition opportunities. To this end, we have entered into an agreement with a recycling facility located in Robesonia, Pennsylvania. The recycling facility is located in a 6,000 square foot leased plant with a large industrial yard and up to 100,000 square feet of indoor expansion space available.

We are currently collecting and processing such scrap so as to extract the precious metals and other materials. The Company also recycles other scrap and related industrial equipment. We plan to capitalize on extracting the precious metals from E-Waste, and processing the material as a usable, recycled product, while also helping the environment by reducing the amount of toxic materials that are disposed of in landfills.

As new states join the 23 existing states that are already banning electronics from landfills and implementing reporting standards, many organizations are taking a hard look at their E-waste stream and how to address the growing issue. The United States Environmental Protection Agency (“EPA”) includes discarded Cathode Ray Tube (“CRT”) monitors in its category of "hazardous household waste". Further, the EPA estimates that 14.9 pounds of electronic waste per person was awaiting disposal in the United States in 2007, the latest figure available.

The broadly defined E-Waste industry includes not only E-Waste recyclers, but also aftermarket electronic equipment brokers, original equipment manufacturers with internal take-back programs, non-profit recycling organizations, scrap dealers and asset management firms. At present, our management estimates that most market participants are small, regionally focused operators.

At this point we primarily seek to acquire (i) outdated telecommunication equipment, including central PBX systems, parts or mainframe computers systems, parts and boards, (ii) scrap computers, including computer waste, scrap computer boards, such as video boards, sound cards, modem boards, non-working waste mother boards and any other scrap electronic boards and any PC printed circuit board scrap, (iii) laptop computer scrap, including laptop waste, such as mother boards, scrap memory modules, LCD scrap and any other laptop parts, and (iv) scrap cellular phones, including waste cell phone boards, cell phone PCB, complete cell phones or any other wireless or mobile equipment or waste cell batteries.

In summary, our current business objectives are as follows:

Recycling of end-of-life electronics;

Recycling of excess inventories and obsolete parts;

Destruction of hard drive data;

Direct refining of materials; and

Customized reporting and certification.

Under a law signed by former New York Governor David Paterson, all manufacturers that sell electronic equipment in the state of New York must have a free, convenient electronic waste, or "E-Waste," recycling program in effect by April 1, 2011. The law also makes it illegal for individuals to dispose of electronic waste at landfills, effective Jan. 1, 2015. The law covers televisions, VCRs, DVD and MP3 players, game consoles, fax machines, and computers and their peripherals such as monitors, keyboards, mice, scanners and printers.

Services and the Market Space

Currently we purchase various pieces of old electronics which we know contain materials that we can extract precious metals from. These products include:

Outdated telecommunication equipment, including central PBX systems, parts or mainframe computers systems, parts and boards;

Scrap computers, including computer waste, scrap computer boards, such as video boards, sound cards, modem boards, non-working waste mother boards and any other scrap electronic boards and any PC printed circuit board scrap;

Laptop computer scrap, including laptop waste, such as mother boards, scrap memory modules, LCD scrap and any other laptop parts;

Scrap cellular phones, including waste cell phone boards, cell phone PCB, complete cell phones or any other wireless or mobile equipment or waste cell batteries;

Unprocessed Electronics/ Full computers/ Laptops/ Wire Scrap/ Test Equipment/ Industrial Equipment/ Printers/ Copiers/ Cell Phones/ Telecom Equipment/ Working Equipment;

Communications boards

RAM

Scrap PBX Equipment

Cellular phones

Cell phone boards

CPU scrap

Connectors, pins, and all gold plated materials for refining

X-ray films scrap for silver recycling, we provide x-ray films destruction services for outdated x-ray films

Printed circuit boards recycling - we recycle all kinds of PCBs

Competition

The waste management industry is highly competitive and severely fragmented. Intense competition exists within the industry for collection, transportation and disposal volume. The industry includes three large national waste companies: Waste Management, Inc.; Allied Waste Industries, Inc.; and Republic Services, Inc. We compete with a number of these and other regional and local companies, including publicly or privately owned providers. We also compete with certain municipalities that operate their own solid waste collection and disposal facilities. These municipalities may have certain advantages over us due to the availability of tax revenues and tax-exempt financing.

Significantly all of our current and potential traditional competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Such competitors are apt to undertake more extensive marketing and advertising efforts and make more attractive offers to potential employees and customers. As a result of these factors, we may have difficulty competing effectively from time to time or in certain markets.

Patents, Trademarks and Licenses

We have no patents, trademarks or licenses.

Need for Government Approval

In connection with our planned recycling activities, we may be required to comply with certain environmental laws and regulations which may require us to obtain permits issued by regulatory agencies and to file various reports and keep records of our operations affecting the environment.

Regulations

Our operations are subject to federal, state, and local laws and regulations regarding the protection of the environment. The environmental issues of concern to our company result from potential soil, surface water or groundwater contamination in connection with the storage and disposal of waste.

We are regulated by the EPA through the Resource Conservation and Recovery Act (“RCRA”) which requires that hazard wastes be tracked from the time that they are generated until their final disposition. Further with the enactment of the Comprehensive Environmental Response, Compensation and Liability Act in 1980, a super fund was created for the clean-up and remediation of closed and abandoned hazardous waste sites. A facility that treats, stores or disposes of hazardous waste must obtain a permit under the RCRA. Individual states may regulate particular wastes more stringently than that mandated by the EPA because the EPA is authorized to delegate primary rulemaking to individual States and most states have implemented such regulations.

The federal government also mandates the requirements for hazardous waste landfill sites together with state and local governmental agencies which may have criteria of their own and which in some cases may be more stringent than the federal regulations.

The EPA is also the regulatory authority governing vehicle emissions and emissions from large Municipal Waste Combustors (“MWC”) (greater than 250 tons per day), small MSWs (less than 150 Tons per day) (MWCs are incinerators which burn household, commercial/retail and or institutional waste), Hazardous Waste Combusters (‘HWC”) and Medical Waste Incinerators. State or federal MWC plans also include source and emission inventories, emission limits, testing, monitoring and reporting requirements or site specific compliance schedules including increments of progress.

As worldwide emissions levels have increased dramatically, a greater understanding of the impacts of these emissions have resulted in increased regulation and new development practices have been implemented to reduce emissions in countries worldwide. All of the above are the regulatory environment in which our solutions and the proposed applications of the solutions are applicable Failure to comply with applicable environmental laws will have a material adverse effect on our business, financial condition and results of operation. We could incur substantial expenditures for preventative, investigative or remedial action and could be exposed to liability arising from our operations or the disposal of waste at off-site locations. Environmental laws and regulations could become more stringent over time and there can be no assurance that our operations will not be subject to significant costs in the future. Any expenditures or liabilities we may incur could have a material adverse effect on our results of operations and financial condition.

Research and Development

Our management does not expect to incur research and development costs.

Employees; Identification of Certain Significant Employees

We currently have no employees other than our sole officer, Alfonso Knoll. We plan to use contractors in the future if the need arises during the course of activities.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive office is located at 317 E Penn Avenue, Robesonia, PA 19551. We are currently leasing generic office space on a month-to-month basis for $2,200 per month. This space is utilized for office purposes and it is our belief that the space is adequate for our immediate needs. Additional space may be required as we expand our business activities. We do not foresee any significant difficulties in obtaining any required additional facilities. We currently do not own any real property.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. [REMOVED AND RESERVED]

PART II

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our Common Stock is quoted on the OTC Bulletin Board “OTCBB – U.S. Registered” under the trading symbol EDVP.OB. The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTCBB since we began trading. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.


	Bid
	High		Low
2010 Fiscal Year
First Quarter	$	2.30	$	0.35
Second Quarter	$	1.00	$	0.36
Third Quarter	$	1.38	$	0.02
Fourth Quarter	$	0.55	$	0.26
	Bid
	High		Low
2009 Fiscal Year
First Quarter	$	65.00	$	30.00
Second Quarter	$	185.00	$	66.00
Third Quarter	$	155.00	$	21.00
Fourth Quarter	$	27.00	$	1.50

Our common stock is subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in “penny stocks.” Those disclosure rules applicable to “penny stocks” require a broker dealer, prior to a transaction in a “penny stock” not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Securities and Exchange Commission. That disclosure document advises an investor that investment in “penny stocks” can be very risky and that the investor’s salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in “penny stocks,” to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the “penny stock” is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.

Record Holders

As of December 31, 2010, an aggregate of 144,563,898 shares of our common stock were issued and outstanding and are held by approximately 22 shareholders of record, based on information provided by our transfer agent.

Recent Sales of Unregistered Securities

On November 8, 2010, the Company entered into an Employment Agreement with Alfonso Knoll. Pursuant to the terms and conditions of the Employment Agreement, Mr. Knoll shall serve as the Company’s Chief Executive Officer for an initial term of one year. In exchange, Mr. Knoll will receive an annual salary of $200,000 and an aggregate issuance of forty-three million five-hundred thousand (43,500,000) restricted shares of the Corporation’s common stock pursuant to various milestones and performance criteria, of which 3,500,000 were earned and issued as of December 31, 2010 in accordance with the terms of the agreement.

On February 21, 2011, we entered into a Consulting Agreement with The Musser Group, LLC, a Pennsylvania Limited Liability Company (“Musser Group”), pursuant to which Musser Group will provide the Company with strategic business consulting and venture services. Musser Group shall provide such services to the Company in exchange for ten million (10,000,000) restricted shares of the Company’s common stock.

Re-Purchase of Equity Securities

None.

Dividends

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has not authorized any securities for issuance under an Equity Compensation Plan.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Balance Sheet

As at December 31, 2010, the Company had total assets of $40,649 compared with total assets of $nil as at December 31, 2009. The increase in total assets were attributed to increases in cash of $27,802 relating to proceeds received from the issuance of notes payable along with cash flow generated from revenue sales, and $12,847 of property and equipment relating to the Company’s operations.

As at December 31, 2010, the Company had total liabilities of $609,698 compared with $220,779 as at December 31, 2009. The increase in total liabilities is attributed to an increase of $298,756 of notes payable relating to the financing of operating capital for the Company’s day-to-day activities as well as additional financing of $91,282 from related parties.

In August 2010, the Company authorized a 1-to-100 reverse split of its common stock, which was applied on a retroactive basis to the Company’s inception. During the year ended December 31, 2010, the Company issued 140,375,000 common shares to settle notes payable with a total book value of $575,000 resulting in a loss on settlement of debt of $3,296,667. Per the terms of the convertible note agreement the company was to settle the debt with 95,833,333 shares at $0.006 conversion rate (post split). The company only recognized a loss on the additional 44,541,667 shares issued as an inducement to convert the debt. The loss was calculated at the closing price of the stock on the day of issuance. The Company also recognized a gain on the settlement of $14,518 of accounts payable with the prior attorney for $10,000 cash resulting in a gain of $4,518. This gain along with the loss on conversion of debt nets to a total loss on settlement of debt of $3,292,149. The Company also issued 3,500,000 common shares with a fair value of $910,000 for management services, valued at the closing price of the stock on the day of issuance.

In November 2010, the Company discontinued its operations with respect to mineral exploration and oil and gas exploration and focused on the development of e-waste processing services aimed at industrial and government clients. At the time of the change in operations, the Company had no assets or outstanding liabilities related specifically to its mineral and oil and gas exploration activity, and had accumulated losses of $6,592,095. During the year ended December 31, 2009, the Company had fully impaired all mineral property costs and all oil and gas joint venture costs and had no mineral or oil and gas exploration or administrative activity during fiscal 2010.

Operating Expenses

During the year ended December 31, 2010, the Company incurred operating expenses totaling $1,062,752 compared with $4,316,695 for the year ended December 31, 2009. The decrease in operating expenses is attributed to recognition of $3,200,000 in stock-based compensation in 2009 that was not repeated in 2010. Overall, the Company’s operating expenses were comparable to prior year, but are expected to increase in future periods due to commencement of operations and recognition of revenue transactions commencing in December 2010.

Net Loss

During the year ended December 31, 2010, the Company incurred a net loss of $5,129,937 compared with a net loss of $5,093,507 for the year ended December 31, 2009. The increase in net loss of $36,430 is attributed to the recognition of a loss on settlement of debt of $3,292,149 resulting from the settlement of outstanding notes payable with common shares which was partially offset by the recognition of $3,200,000 in stock-based compensation expense in the prior year.

Liquidity and Capital Resources

As at December 31, 2010, the Company had a cash balance of $27,802 and a working capital deficit of $581,896 compared with a cash balance of $nil and a working capital deficit of $220,779 at December 31, 2009. The increase in working capital deficit is attributed to the fact that the Company financed its operating activity with the issuance of notes payable, which are unsecured, due interest at 10% per annum, and due on demand.

During the year ended December 31, 2010, the Company did not not receive any proceeds from the issuance of common shares or other equity instruments.

Cashflows from Operating Activities

During the year ended December 31, 2010, the Company used $152,388 of cash flow for operating activities compared with $66,315 for the year ended December 31, 2009. The increase in cash used for operating activities is attributed to a general increase in operating activity leading to recognition of first revenue transactions in December 2010.

Cashflows from Investing Activities

During the year ended December 31, 2010, the Company used $13,500 of cash flow for investing activities compared with $nil in 2009. In 2010, the Company purchased $13,500 of equipment and vehicles relating to the Company’s operations whereas in 2009, amounts were contributed for the investment in joint ventures of Federated from January to September 2009 and for the TXO agreement from October 2009 to December 2009.

Cashflows from Financing Activities

During the year ended December 31, 2010, the Company was provided $193,690 of cash flow from financing sources compared with $675,686 of cash flow for financing activities during the year ended December 31, 2009. The decrease in cash flows provided from financing activities is attributed to the fact that the Company received $675,686 in related party financing in prior year compared to only $174,615 in the current year along with $19,075 of financing from the issuance of notes payable.

Off-Balance Sheet Arrangements

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

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive 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.

Future Financings

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

Contractual Obligations

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

Critical Accounting Policies

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

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

Recently Issued Accounting Pronouncements

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

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

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

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

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

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS

Endeavor Power Corp.

(A Development Stage Company)

December 31, 2010


Index

Report of Independent Registered Public Accounting Firm	F-2

Report of Independent Registered Public Accounting Firm	F-3

Balance Sheets	F-4

Statements of Operations	F-5

Statements of Cash Flows	F-6

Statements of Stockholders’ Deficit	F-7

Notes to the Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Endeavor Power Corp.

(A Development Stage Company)

We have audited the accompanying balance sheets of Endeavor Power Corp. (A Development Stage Company) as of December 31, 2010, and the related statements of operations, stockholders' equity (deficit) and cash flows for the twelve month period ended December 31, 2010. The financial statements for the period from inception (July 6, 2005) to December 31, 2009 were audited by other auditors whose report expressed an unqualified opinion on those statements. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Endeavor Power Corp. as of December 31, 2010, and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statement, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

April 12, 2010

F-2

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado 80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Endeavor Power Corp.

Centennial, Colorado

I have audited the accompanying balance sheet of Endeavor Power Corp. (an exploration stage company) as of December 31, 2009, and the related statements of operations, stockholders’ equity and cash flows for the year then ended These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Endeavor Power Corp. as of December 31, 2009 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company has suffered losses from operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado

/s/ Ronald R. Chadwick, P.C.

May 14, 2010

RONALD R. CHADWICK, P.C.

F-3

Endeavor Power Corp.

(A Development Stage Company)

Balance Sheets


	December 31, 2010 $	December 31, 2009 $

ASSETS

Current Assets

Cash	27,802	–

Total Current Assets	27,802	–

Property and Equipment, net	12,847	–

	40,649	–


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

Accounts Payable	4,839	21,107

Accrued Liabilities	48,230	33,081

Due to Related Parties	120,116	28,834

Notes Payable	19,075	–

Notes Payable – Related	417,438	137,757

Total Liabilities	609,698	220,779

Stockholders’ Deficit

Preferred Stock Authorized: 10,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil preferred shares	–	–

Common Stock Authorized: 250,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 144,563,898 and 688,898 common shares, respectively	144,564	689

Additional Paid-In Capital	15,716,270	11,078,478

Deficit Accumulated During the Development Stage	(16,429,883)	(11,299,946)

Total Stockholders’ Deficit	(569,049)	(220,779)

Total Liabilities and Stockholders’ Deficit	40,649	–

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

F-4

Endeavor Power Corp.

(A Development Stage Company)

Statements of Operations


	For the Year Ended December 31, 2010	For the Year Ended December 31, 2009	Accumulated from July 6, 2005 (Date of Inception) to December 31, 2010
	$	$	$


Revenue	20,397	–	20,397
Cost of sales	36,046	–	36,046

	(15,649)	–	(15,649)

Expenses

Depreciation expense	653	–	653
General and administrative	12,231	4,161,302	4,289,076
Management fees	945,167	67,000	1,012,167
Professional fees	58,619	88,393	257,354
Rent	2,200	–	2,200
Wages and salaries	43,882	–	43,882

Total Expenses	1,062,752	4,316,695	5,605,332

Net Operating Loss	(1,078,401)	(4,316,695)	(5,620,981)

Other Income (Expenses)

Interest income	–	–	1,823
Interest and accretion expense	(759,387)	(167,094)	(926,481)
Loss on settlement of debt	(3,292,149)	–	(3,292,149)

Total Other Income (Expenses)	(4,051,536)	(167,094)	(4,216,807)

Net Loss from continuing operations	(5,129,937)	(4,483,789)	(9,837,788)

Discontinued operations	–	(609,718)	(6,592,095)

Net Loss and comprehensive loss	(5,129,937)	(5,093,507)	(16,429,883)


Loss Per Share – Basic and Diluted Net Loss Per Share – Basic and Diluted
Continuing operations	(0.12)	(6.69)
Discontinued operations	–	(0.91)

Weighted Average Shares Outstanding	41,102,254	670,346

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

F-5

Endeavor Power Corp.

(A Development Stage Company)

Statements of Cash Flows

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

F-6

Endeavor Power Corp.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

From July 6, 2005 (Date of Inception) to December 31, 2010

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

F-7

Endeavor Power Corp.

(A Development Stage Company)

Notes to the Financial Statements

Nature of Operations and Continuance of Business

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

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

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at December 31, 2010, the Company had a working capital deficit of $581,896 and an accumulated deficit of $16,429,883. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

Basis of Presentation

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

Use of Estimates

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

F- 8

Endeavor Power Corp.

(A Development Stage Company)

Notes to the Financial Statements

Summary of Significant Accounting Policies (continued)

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 December 31, 2010 and 2009, the Company had no cash equivalents.

Basic and Diluted Net Income (Loss) Per Share

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

Comprehensive Loss

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

Foreign Currency Translation

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

Revenue Recognition

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

Accounts Receivable

Accounts receivable are stated at their principal balances and are non-interest bearing and unsecured. Management conducts a periodic review of the collectability of accounts receivable and deems all unpaid amounts greater than 30 days past due to be uncollectible. If uncertainty exists with respect to the recoverability of certain amounts based on historical experience or economic climate, management will establish an allowance against the outstanding receivables.

Property and Equipment

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

F- 9

Endeavor Power Corp.

(A Development Stage Company)

Notes to the Financial Statements

Summary of Significant Accounting Policies (continued)

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

Level 2

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

Level 3

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

The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Stock-Based Compensation

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

Recent Accounting Pronouncements

F- 10

Endeavor Power Corp.

(A Development Stage Company)

Notes to the Financial Statements

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

F- 11

Endeavor Power Corp.

(A Development Stage Company)

Notes to the Financial Statements

Property and Equipment


	Cost $	Accumulated Depreciation $	December 31, 2010 Net Carrying Value $	December 31, 2009 Net Carrying Value $


General equipment	2,500	139	2,361	–
Automobiles	11,000	514	10,486	–

	13,500	653	12,847	–

Notes Payable - Related

On August 25, 2009, the Company issued a convertible promissory note (the “Note”) of $826,541 to a related party to settle outstanding debt obligations owing as of the issuance date. Under the terms of the Note, the amount owing is due interest at 10% per annum, is due on August 25, 2011, and is convertible into common shares of the Company at $0.60 per common share at the discretion of the note holder from the date of issuance, or convertible at the discretion of the Company if the trading price exceeds $2.00 per common share over ten consecutive days. Furthermore, the Note includes 500,000 share purchase warrants, where each warrant allows the warrant holder to purchase one additional common share of the Company at $0.90 per common share for a period of three years from the date of issuance, along with an incentive bonus of 75,000 common shares which was paid on July 22, 2009. In accordance with EITF 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments , the Company determined that the multiple financial instruments issued in the convertible promissory notes resulted in an allocation of the fair value between the convertible note and the share purchase warrants which resulted in a discount on the convertible notes of $826,541 that was recorded against the note payable and a corresponding credit to additional paid-in capital.

On June 17, 2010 the Company issued 375,000 common shares to settle $75,000 of the outstanding Note resulting in a loss on settlement of $180,000. As a result, for the period ended June 30, 2010, the Company recognized accretion expense of $688,784 to amortize the undiscounted portion of the Note prior to the amendment of the terms of the note and the partial resettlement of outstanding balances. As at June 30, 2010, the outstanding note payable was $817,438, comprised of a principal balance of $751,541 and accrued interest of $65,897.

In September 2010, the Company issued 140,000,000 common shares to settle $500,000 of the Note, resulting in a loss on settlement of debt of $3,116,667. Refer to Note 7(b). In November 2010, the Company received an additional $100,000 from the Note with the same features as the existing Note. As at December 31, 2010, the outstanding Note is $449,969, comprised of principal balance of $417,438 and accrued interest of $32,531 which has been recorded in accrued liabilities.

On August 12, 2010 the Company settled $14,518 of accounts payable with the payment of $10,000 cash to Andrew Telsey, the Company’s prior attorney. The settlement resulted in the gain of $4,518, along with the loss of $180,000 and $3,116,667 from the settlement of debt described above resulted in a net loss of $3,292,149 on the settlement of liabilbilities reported on the income statement.

On September 17, 2010 the Company entered into a new note agreement with Regal Capital Developemnt Inc. for the prior debt balance less the $575,000 converted debt described above for a total balance of the note of $317,437 with 10% interest and no convertibility feature as with the prior note.

Notes Payable

As at December 31, 2010, the Company owes $19,075 (2009 - $nil) in notes payable to non-related parties. The amounts owing are unsecured, non-interest bearing, and due on demand.

F- 12

Endeavor Power Corp.

(A Development Stage Company)

Notes to the Financial Statements

Related Party Transactions

As at December 31, 2010, the Company owes $103,449 (2009 - $19,246) to a shareholder of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

As at December 31, 2010, the Company owes $16,667 (2009 - $nil) to the President and Director of the Company for management fees. The amount owing is unsecured, non-interest bearing, and due on demand.

Common Shares

All common shares issued for services or settlement of debt are valued based on the end-of-day market prices on the date of issuance, unless otherwise specified.

On November 8, 2010, the Company issued 3,500,000 common shares to the CEO of the Company for management services with a fair value of $910,000.

On September 20, 2010, the Company issued 140,000,000 common shares to settle outstanding notes payable of $500,000 resulting in a loss on settlement of debt of $3,116,667. Per the convertible note agreement the Company was to convert the debt at $0.006 per share (post split) for a total issuance of 83,333,333 shares. The additional 56,666,667 shares were issued at the closing price of the stock on the day of issuance resulting in the $3,166,667 loss described above. Refer to Note 4.

On August 16, 2010, the Company and its Board of Directors authorized a 1:100 reverse common stock split. The effects of the reverse stock split resulted in the number of issued and outstanding common stock to decrease from 106,388,200 common shares to 1,063,898 common shares, and have been applied on a retroactive basis.

On June 17, 2010, the Company issued 375,000 post-split adjusted common shares to a related party for the repayment of payable note payable of $75,000, resulting in a loss on settlement of debt of $180,000. Per the convertible note agreement the Company was to convert the debt at $0.006 per share (post split) for a total issuance of 12,500,000 shares. The additional 25,000,000 shares were issued at the closing price of the stock on the day of issuance resulting in the $180,000 loss described above. Refer to Note 4.

On August 25, 2009, the Company issued 32,000 post-split adjusted common shares of the Company for consulting services with a fair value of $3,776,000.

On July 22, 2009, the Company issued 750 post-split adjusted common shares of the Company with a fair value of $110,250 to a related party as incentive bonus shares for the conversion of amounts owing into a long-term convertible note payable.

On July 22, 2009, the Company issued 100 post-split adjusted common shares of the Company with a fair value of $14,700 to settle debt obligations of $12,000, resulting in a loss on settlement of debt of $2,700.

On July 22, 2009, the Company issued 1,667 post-split adjusted common shares of the Company with a fair value of $245,000 to settle debt obligations of $100,000, resulting in a loss on settlement of debt of $145,000.

On July 22, 2009, the Company issued 460 post split-adjusted common shares of the Company with a fair value of $67,376 to settle debt obligations of $27,500, resulting in a loss on settlement of debt of $39,876.

F- 13

Endeavor Power Corp.

(A Development Stage Company)

Notes to the Financial Statements

Share Purchase Warrants

During the year ended December 31, 2010, the Company had the following share purchase warrants outstanding:


		Number of Warrants	Weighted Average Exercise Price $	Weighted Average Contractual Life (years)	Aggregate Intrinsic Value $

Balance – December 31, 2008		–	–
	Granted	500,000	0.90

Balance – December 31, 2009 and 2010		500,000	0.90	1.66	–

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

Gain on Settlement of Debt

In June 2010, the Company settled $14,518 of outstanding accounts payable for $10,000 resulting in a gain on settlement of debt of $4,518.

10.

Discontinued Operations

On November 8, 2010, the Company discontinued all operations related to the former business of exploring mineral properties and focused on its development as a full-service recovery company with processing services aimed at industrial and government clients in the e-waste market. As at November 8, 2010, the Company had no assets or liabilities relating to mineral properties and exploration and did not incur any mineral property or exploration cost during the year.

The results of discontinued operations are summarized as follows:


	Year Ended December 31, 2010	Year Ended December 31, 2009	Accumulated from July 6, 2005 (Date of Inception) to December 31, 2010
	$	$	$

Revenue	–	–	–


Operating Expenses:

Impairment of joint venture costs	–	609,718	609,718
Impairment of mineral property costs	–	–	5,600,000
Mineral property expenditures		–	382,377
	–
Total expenses	–	609,718	6,592,095

Net Loss	–	(609,718)	6,592,095

As at December 31, 2010 and December 31, 2009, there were no remaining assets and liabilities of the discontinued mineral properties exploration operation.

F- 14

Endeavor Power Corp.

(A Development Stage Company)

Notes to the Financial Statements

11.

Income Taxes

The components of the net deferred tax asset at December 31, 2010 and 2009, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:


	December 31, 2010 $	December 31, 2009 $

Income (Loss) Before Taxes	(5,129,937)	(5,093,507)
Statutory rate	34%	34%

Computed expected tax payable (recovery)	1,744,179	1,731,792
Non-deductible expenses	(1,377,620)	(271,298)
Change in valuation allowance	(366,559)	(1,460,494)

Reported income taxes	–	–

The significant components of deferred income tax assets and liabilities at December 31, 2010 and 2009 are as follows:


	2010 $	2009 $

Net operating loss carried forward	3,927,505	3,560,946

Valuation allowance	(3,927,505)	(3,560,946)

Net deferred income tax asset	–	–

As at December 31, 2010, the Company had $3,927,505 of net operating losses which expire commencing in the year 2026.

12.

Subsequent Event

On February 23, 2011, the Company issued 10,000,000 common shares with a fair value of $1,800,000 for consulting services.

F- 15

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

The relationship between our Company and the firm of M&K CPAS, PLLC (“M&K”), our independent accountant who was retained on August 24, 2009 and who conducted a review of our financial statements for the nine month period ended September 30, 2009, was terminated effective March 12, 2010. Our Board of Directors authorized this action.

In connection with the review of our financial statements as of and for the nine month period ended September 30, 2009, there were no disagreements with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedures, which disagreements, if not resolved to the satisfaction of M&K, would have caused them to make reference in connection with its reports to the subject matter of the disagreements.

M&K was engaged on August 24, 2009 and has never issued an audit report on our financial statements.

We requested that M&K furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter was filed with the SEC on March 12, 2010 as part of our Current Report on Form 8-K.

In addition, effective March 12, 2010, we retained the firm of Ronald R. Chadwick, P.C. (“RRC”), to audit our financial statement for our fiscal years ending December 31, 2008 and 2009, and include such report as part of our annual report on Form 10-K for our fiscal year ending December 31, 2009. This change in independent accountants was approved by our Board of Directors. There were no consultations between us and RRC prior to their appointment.

On July 29, 2010, Davis Accounting Group, P.C. (“Davis”) was appointed as the registered independent public accountant for Endeavor Power Corp., a Nevada corporation (the “Registrant”). On July 29, 2010, Ronald R. Chadwick, P.C. (“Chadwick”), was dismissed as the registered independent public accountant for the Registrant. The decisions to appoint Davis and to dismiss Chadwick were approved by the Board of Directors of the Registrant on July 29, 2010.

Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern, which was included in our accountant’s report on the financial statements for the past two years, Chadwick's reports on the financial statements of the Registrant for the years ended December 31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the two most recent fiscal years and any subsequent interim period through Chadwick's termination on July 29, 2010, Chadwick disclosed the uncertainty regarding the ability of the Registrant to continue as a going concern in its accountant’s report on the financial statements.

In connection with the audit and review of the financial statements of the Registrant through July 29, 2010, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with Chadwick's opinion to the subject matter of the disagreement.

In connection with the audited financial statements of the Registrant for the years ended December 31, 2009, and 2008, and interim unaudited financial statements through July 29, 2010, there have been no reportable events with the Registrant as set forth in Item 304(a)(1)(v) of Regulation S-K.

Prior to July 29, 2010, the Registrant did not consult with Davis regarding (1) the application of accounting principles to any specified transaction, (2) the type of audit opinion that might be rendered on the Registrant’s financial statements, (3) written or oral advice that would be an important factor considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Registrant and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

The Registrant provided a copy of the foregoing disclosures to Chadwick prior to the date of the filing of the Form 8-K and requested that Chadwick furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of the letter furnished in response to that request was filed with the SEC on August 4, 2010 as part of our Current Report on Form 8-K.

On November 23, 2010, the Board of Directors of the Registrant dismissed Davis Accounting Group, P.C. (the “Former Accountant”) as the Registrant’s independent registered public accountants, and the Board of Directors approved the engagement of M&K CPAS, PLLC (the “New Accountant”) to serve as the Registrant’s independent registered public accountants for fiscal year 2010. The New Accountant was engaged on November 23, 2010.

The Former Accountant was engaged by the Registrant on October 22, 2010, and has issued no reports on the financial statements of the Registrant for any period.

During the period of the Former Accountant’s engagement and through November 23, 2010, there have been no disagreements with the Former Accountant (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accountant, would have caused them to make reference thereto in their report on financial statements for any period.

During the period of the Former Accountant’s engagement and through November 23, 2010, there were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.

During the period of the Former Accountant’s engagement and through November 23, 2010, neither the Registrant nor anyone on its behalf has consulted with the New Accountant regarding either:



	·	The application of accounting principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or



	·	Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.

The Registrant requested that the Former Accountant to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter furnished in response to that request is filed as Exhibit 16.1 to our Form 8-K filed on November 30, 2010.

On November 23, 2010, with the prior approval of its Board of Directors, the Registrant engaged the New Accountant as its independent registered public accounting firm.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2010, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2010 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2010, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

Identification of Directors and Executive Officers

Our current directors and executive officers are as follows:

Term of Office

The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors. Each of our officers serves until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. At the present time, members of the board of directors are not compensated for their services to the board. Each Director shall hold office until the next annual meeting of stockholders and until his/her successor shall have been duly elected and qualified.

Background and Business Experience

Alfonso Knoll - Mr. Knoll has been active in business management and the business community since 1998 and serves as President with responsibility for operating oversight. Since 2002 he has served as President of Terra Silex Holdings LLC, a private Pennsylvania venture capital company. Mr. Knoll was CEO of Codima, Inc. from 2005-2006 and he served as CEO of Mountain Top Properties, Inc. from 2005 to present. He is a graduate of Wesley College and attended Franklin and Marshall College and Weidner University School of Law. He resides in the Philadelphia area. In light of Mr. Knoll's business management and executive officer experience described above, the Company's Board of Directors concluded that it was in the Company's best-interest for him to serve as President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary of the Company.

Keith Kress - Mr. Kress has served as the President and General Counsel of Life Answers Back, Inc., since April 2010. In addition, since September 2000 Mr. Kress has been an attorney practicing in various areas of law including corporate and commercial law, litigation, intellectual property, internet law and mergers and acquisitions. Mr. Kress’ additional experience in operations and strategic planning allows him to provide advice and direction on a variety of issues facing developing stage companies. Mr. Kress earned his Juris Doctor degree from the University of Florida College of Law and holds a Bachelor of Science degree in Economics from the University of Central Florida. In light of Mr. Kress's extensive experience in operations and corporate planning described above, the Company's Board of Directors concluded that it was in the Company's best-interest for him to serve as a Director.

Brent Wilder - Mr. Wilder is a strategic consultant to numerous development stage companies. Since January 2007, he has been the president and founder of L7 Resources Inc., which provides multidisciplinary consulting services. From 2004 through 2006, Mr. Wilder was the general manager of a multimillion dollar Gold's Gym & Fitness Center in Bloomington, IL, where he initiated and completed a turnaround of the facility, restructured the financing, and led a staff of 85 people. During 1990-2004, he served in management and executive level positions for a consumer products and logistics company. Mr. Wilder received his MBA, with honors, from the University of Illinois, Urbana-Champaign in 1998 and Bachelor of Science in Business Administration from Illinois Wesleyan University in 1990. He also holds an Illinois Real Estate Broker license. In light of Mr. Wilder’s vast business and management experience, the Company's Board of Directors concluded that it was in the Company's best-interest for him to serve as a Director.

Identification of Significant Employees

Other than Alfonso Knoll, we do not expect any other individuals to make a significant contribution to our business.

Family Relationships

There are no family relationships among our officers, directors or persons nominated for such positions.

Involvement in Certain Legal Proceedings

During the last five years no director, executive officer, promoter or control person of the Company has had or has been subject to:

(1)

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)

any conviction in a criminal proceeding or being subject to a pending criminal proceeding;

(3)

any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4)

being found by a court of competent jurisdiction, the Commission or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Audit Committee and Audit Committee Financial Expert

The Company intends to establish an audit committee of the board of directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2010, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2010, and the representations made by the reporting persons to us, we believe that during the year ended December 31, 2010, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our executive officers during the years ending December 31, 2010 and 2009.

Summary Compensation Table

Narrative Disclosure to Summary Compensation Table

None of our directors received any compensation from us during our fiscal year ended December 31, 2010.

On November 8, 2010, the Company entered into an Employment Agreement with Alfonso Knoll. Pursuant to the terms and conditions of the Employment Agreement, Mr. Knoll shall serve as the Company’s Chief Executive Officer for an initial term of one year. In exchange, Mr. Knoll will receive an annual salary of $200,000 and an aggregate issuance of forty-three million five-hundred thousand (43,500,000) restricted shares of the Corporation’s common stock pursuant various milestones and performance criteria which was as previously reported.

On November 10, 2010, Mr. Richard Weed resigned from all positions with the Company.

On May 7, 2009, Mr. Brent Wilder resigned from all positions with the Company. On November 10, 2010, Mr. Wilder was appointed to the Board of Directors.

On December 26, 2009, Mr. Harry Lappa resigned from all positions with the Company.

On December 26, 2009, Mr. Brandon Toth resigned from all positions with the Company.

On February 17, 2009, Ms. Jennifer Karlovsky resigned from all positions with the Company.

There are no other employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

There are no agreements or understandings for any executive officer to resign at the request of another person. None of our executive officers acts or will act on behalf of or at the direction of any other person.

Outstanding Equity Awards at Fiscal Year-End

No named Executive Officer received any equity awards, or holds exercisable or unexercisable options, as of the years ended December 31, 2010 and 2009.

Compensation of Directors

Our directors who are also our employees receive no extra compensation for their service on our board of directors.

Pension, Retirement or Similar Benefit Plans

As of December 31, 2010 we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of termination of employment or change in control of us. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 22, 2011 by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

As of March 22, 2011, there were 144,563,898 common shares issued and outstanding.

(1)

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2)

Based on 144,563,898 issued and outstanding shares of common stock as of March 22, 2011 plus shares issuable upon exercise of options and warrants.

Changes in Control.

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, Alfonso Knoll is not an independent director of the Company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.


	Year Ended December 31, 2010 $	Year Ended December 31, 2009 $
Audit fees	11,500	13,550
Audit-related fees	Nil	Nil
Tax fees	Nil	Nil
All other fees	Nil	Nil
Total	11,500	13,550

Audit Fees

We incurred approximately $11,550 and $13,550 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended December 31, 2010 and 2009, respectively.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended December 31, 2010 and 2009 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A) was $nil.

Tax Fees

The aggregate fees billed during the fiscal year ended December 31, 2010 and 2009 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning was $nil.

All Other Fees

The aggregate fees billed during the fiscal year ended December 31, 2010 and 2009 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $nil.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit Number	Description of Exhibit	Filing Reference
3.01	Articles of Incorporation	Filed with the SEC on March 5, 2007 as part of our Registration Statement on Form SB-2.
3.01(a)	Amended Articles of Incorporation	Filed with the SEC on May 17, 2010 as part of our Current Report on Form 10-K.
3.01(b)	Amended Articles of Incorporation	Filed with the SEC on May 17, 2010 as part of our Current Report on Form 10-K.
3.02	Bylaws	Filed with the SEC on March 5, 2007 as part of our Registration Statement on Form SB-2.
3.02(a)	Amended Bylaws	Filed with the SEC on May 17, 2010 as part of our Current Report on Form 10-K.
10.01	Second Amendment to Joint Venture Agreement with Federated Energy	Filed with the SEC on June 19, 2009 as part of our Current Report on Form 8-K.
10.02	Farmount Agreement between the Company and Togs Energy, Inc. and M-C Production & Drilling	Filed with the SEC on July 23, 2009 as part of our Current Report on Form 8-K.
10.03	Convertible Promissory Note to Regal Capital Development	Filed with the SEC on September 4, 2009 as part of our Current Report on Form 8-K.
10.04	Common Stock Purchase Warrant to Regal Capital Development.	Filed with the SEC on September 4, 2009 as part of our Current Report on Form 8-K.
10.05	Settlement Agreement and General Mutual Release with Regal Capital Development Inc. dated June 17, 2010.	Filed with the SEC on July 12, 2010 as part of our Current Report on Form 8-K.
10.06	Amended Promissory Note with Regal Capital Development Inc. dated June 11, 2010	Filed herewith.
10.07	Settlement Agreement and General Mutual Release with Regal Capital Development dated September 17, 2010.	Filed with the SEC on October 21, 2010 as part of our Current Report on Form 8-K.
10.08	Promissory Note with Regal Capital Development Inc. dated September 17, 2010	Filed with the SEC on October 21, 2010 as part of our Current Report on Form 8-K.
10.09	Employment Agreement with Alfonso Knoll dated November 10, 2010.	Filed with the SEC on November 12, 2010 as part of our Current Report on Form 8-K.
10.10	Unsecured Promissory Note issued to Regal Capital Development Inc. dated November 23, 2010.	Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.
10.11	Amendment to Employment Agreement with Alfonso Knoll dated November 17, 2010	Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.
10.12	Consulting Agreement with The Musser Group, LLC dated February 21, 2011	Filed with the SEC on February 25, 2011 as part of our Current Report on Form 8-K.
14.01	Code of Ethics	Filed herewith.
16.01	Letter from M&K CPAS, PLLC	Filed with the SEC on March 12, 2010 as part of our Current Report on Form 8-K.
16.02	Letter from Ron Chadwick, P.C.	Filed with the SEC on August 4, 2010 as part of our Current Report on Form 8-K.
16.03	Letter from Davis Accounting Group	Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENDEAVOR POWER CORP.

Dated: April 13, 2011

/s/ Alfonso Knoll

By: Alfonso Knoll

Its: President, CEO, CFO, Secretary and Treasurer

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Dated: April 13, 2011

/s/ Keith Kress

Keith Kress, Director

Dated: April 13, 2011

/s/ Brent Wilder

Brent Wilder, Director

Exhibit 10.06

AMENDED UNSECURED PROMISSORY NOTE

PRINCIPAL AMOUNT :

$ 751,541 (plus 65,896.85 in accrued interest as of 6.11.2010)

LOAN DATE :

AS OF AUGUST 25, 2009

EXECUTION DATE :

JUNE 11, 2010

INTEREST RATE :

10.00% SIMPLE INTEREST

BORROWER :

ENDEAVOR POWER CORP.

LENDER :

REGAL CAPITAL DEVELOPMENT INC.

PAYMENT :

$817,437.85 DUE AND PAYABLE ON OR BEFORE THE DUE DATE.

Principal Repayment . For value received, Endeavor Power Corp., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Regal Capital Development Inc. (the “Lender”), the principal amount of eight hundred seventeen thousand four hundred thirty seven dollars and eighty five cents ($817,437.85), with simple interest accruing at a annual rate of 10.00% thereon. The principal amount is due and payable on the earlier of (i) the one year anniversary hereof or (ii) the completion by the Payor of an offering under Regulation D, Regulation S or Section 4(2) of the Securities Act of 1933 (the “Due Date”).

Payment Terms . Borrower shall pay the principal and any accrued interest in full on or before Due Date.

Default . Borrower will be in default if any of the following occur:

(a)

Borrower fails to make the Principal Repayment when due;

(b)

Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;

(c)

Any representation or statement made or furnished to Lender by Borrower or on

Borrower's behalf in connection with this Note is false or misleading in any material respect; or,

(d)

A receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any Bankruptcy or insolvency laws seeking the liquidation or reorganization of Borrower and such proceeding is not dismissed within 60 days after such filing.

Borrower’s Right to Prepay . Borrower may pay without penalty, all or a portion of the amount owed earlier that it is due. Any prepayment shall be first applied against any accrued and unpaid interest and then to reduce the amount of principal due under this Note.

Waiver of Demand, Presentment, etc . The Borrower hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

Payment . Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of the Lender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice to the Borrower at least one (1) business day prior to payment.

Assignment . The rights and obligations of the Borrower and the Lender of this Note shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, administrators and transferees of the parties hereto.

Waiver and Amendment . Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Borrower and the Lender

Notices . Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or delivered by facsimile transmission, to the Borrower at the address or facsimile number set forth herein or to the Lender at its address or facsimile number set forth in the records of the Borrower. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered or, if notice is given by facsimile transmission, when delivered with confirmation of receipt.

10.

Severability . If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

11.

Headings . Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

IN WITNESS WHEREOF , the Borrower has caused this Note to be issued as of the date first above written.

ENDEAVOR POWER CORP.

By: /s/ Alfonso Knoll

Name: Alfonso Knoll

Title: CEO & President

Exhibit 14.01

CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF ENDEAVOR POWER CORP.

TREAT IN AN ETHICAL MANNER THOSE TO WHOM ENDEAVOR POWER CORP. HAS AN OBLIGATION

The officers, directors and employees of Endeavor Power Corp., (the “Company”) are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone. For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources. For our suppliers and partners we are committed to fair competition and the sense of responsibility required of a good customer and teammate.

PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.

Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits us the opportunity to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, including our executives and management personnel, which have a responsibility for fostering a work environment that is free and open and will bring out the best in all of us. Supervisors should not place subordinates in a position that could cause them to deviate from acceptable ethical behavior.

PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are committed to providing a drug-free, safe and healthy work environment, and to observing environmentally sound business practices. We will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each of us is responsible for compliance with environmental, health and safety laws and regulations.

KEEP ACCURATE AND COMPLETE RECORDS

We will maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations will be accurately entered in our books in accordance with generally accepted accounting practices and principles. The Company will not tolerate anyone misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.

OBEY THE LAW

We will conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:

Strictly Adhere To All Antitrust Laws

Officers, directors and employees must strictly adhere to all antitrust laws where the Company is operating. Such laws exist in the United States and in many other countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.

Strictly Comply With All Securities Laws

In our role as a publicly owned company, we must always be alert to and comply with the security laws and regulations of the United States and other countries where the Company engages in business.

Do Not Engage In Speculative Or Insider Trading

Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.

Material, non-public information is any information that could reasonably be expected to affect the price of a stock. If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.

Two simple rules can help protect you in this area: (1) do not use non-public information for personal gain and (2) do not pass along such information to someone else who has no need to know.

This guidance also applies to the securities of other companies for which you receive information in the course of your employment at The Company.

II.

Be Timely And Accurate In All Public Reports

As a public company, the Company must be fair and accurate in all reports filed with the United States Securities and Exchange Commission. Officers, directors and management of The Company are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.

Securities laws are vigorously enforced. Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.

The principal executive officer and principal financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002. Officers and directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.

AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company. They should avoid any action that may involve, or may appear to involve, a material conflict of interest with the Company. Officers, directors and employees should not have any material financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company.

Here Are Some Ways A Conflict Of Interest Could Arise:

Employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by the Company.

Acceptance of gifts, payment, or services from those seeking to do business with the Company.

Placement of business with a firm owned or controlled by an officer, director or employee or his/her family.

Ownership of, or substantial interest in, a company that is a competitor, client or supplier.

Acting as a consultant to the Company customer, client or supplier.

Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.

COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain to the acquisition of goods and services. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain that all statements, communications, and representations are accurate and truthful.

AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the furnishing or receipt of business courtesies. Officers, directors and employees of the Company will neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company's reputation.

MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard for the selection and retention of those who represent the Company. Agents, representatives and consultants must certify their willingness to comply with the Company’s policies and procedures and must never be retained to circumvent our values and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in violations of law.

10.

PROTECT PROPRIETARY INFORMATION

Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers and competitors may sometimes divulge to you information that is proprietary to their business. Respect these confidences.

11.

OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must always be in accordance with corporate policy. Proper use of Company property, information resources, material, facilities and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove Company property without management's permission.

12.

FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES

The Company encourages its employees to become involved in civic affairs and to participate in the political process. Employees must understand, however, that their involvement and participation must be on an individual basis, on their own time and at their own expense. In the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for federal offices-- this includes employees’ work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions.

13.

BOARD COMMITTEES .

The Company shall establish an Audit Committee empowered to enforce this CODE OF ETHICS. The Audit Committee will report to the Board of Directors at least once each year regarding the general effectiveness of the Company's Code OF ETHICS, the Company’s controls and reporting procedures and the Company’s business conduct.

14.

DISCIPLINARY MEASURES.

The Company shall consistently enforce its CODE OF ETHICS and Business Conduct through appropriate means of discipline. Violations of the Code shall be promptly reported to the Audit Committee. Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.

The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as: (i) persons who fail to use reasonable care to detect a violation; (ii) persons who if requested to divulge information withhold material information regarding a violation; and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.

Exhibit 31.01

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Alfonso Knoll, certify that:

I have reviewed this Annual Report on Form 10-K of Endeavor Power Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 13, 2011

/s/ Alfonso Knoll

By: Alfonso Knoll

Its: Principal Executive Officer

Exhibit 31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Alfonso Knoll, certify that:

I have reviewed this Annual Report on Form 10-K of Endeavor Power Corp.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 13, 2011

/s/ Alfonso Knoll

By: Alfonso Knoll

Its: Principal Financial Officer

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Endeavor Power Corp. (the “Company”) on Form 10-K for the year ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alfonso Knoll, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Alfonso Knoll

By: Alfonso Knoll

Principal Executive Officer and Principal Financial Officer

Dated: April 13, 2011

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


		Page
	PART I

Item 1	Business	5
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	8
Item 2	Properties	8
Item 3	Legal Proceedings	8
Item 4	[REMOVED AND RESERVED]	8

	PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6	Selected Financial Data	10
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	13
Item 8	Financial Statements	F-1
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A	Controls and Procedures	15
Item 9B	Other Information	16

	PART III

Item 10	Directors and Executive Officers and Corporate Governance	17
Item 11	Executive Compensation	19
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13	Certain Relationships and Related Transactions	22
Item 14	Principal Accountant Fees and Services	22

	PART IV

Item 15	Exhibits	23


Name and Age	Position(s) Held	Tenure	Other Public Company Directorships
Alfonso Knoll, 36	President, CEO, CFO, Secretary, and Treasurer	Since November 10, 2010	None
Brent Wilder, 42	Director	Since November 10, 2010	Liberty Technologies, Inc.
Keith Kress, 41	Director	Since November 10, 2010	None


Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1)	Percent of Class (2) (%)
Alfonso Knoll, President, CEO, CFO, Treasurer, and Secretary 240 Main St. Denver, PA 17517	Common	3,500,000	2.42%
Keith Kress, Director	Common	0	0.00%
Brent Wilder, Director	Common	0	0.00%
All Officers and Directors as a Group (3)	Common	3,500,000	2.42%

Johann Bastian Deuterstrasse 11B4 Neusass, Germany	Common	7,500,000	5.19%
Roger Mahler IM Sunnebuel 11 Thalwil, Switzerland CH-8800	Common	7,500,000	5.19%
Miriam Mahler IM Sunnebuel 11 Thalwil, Switzerland CH-8800	Common	7,500,000	5.19%
Mandalay Ventures, LLC 2206 Eastland Dr., Ste 305 Bloomington, IL 61704	Common	34,556,250	23.90%
Regal Capital Development, Inc. PO Box 0816-04126 Balboa Panama City, Panama	Common	45,819,500	31.69%


	Common Stock		Additional
	Shares	Par Value	Paid-In Capital	Accumulated Deficit	Total
	#	$	$	$	$

Balance – July 6, 2005 (Date of Inception)	–	–	–	–	–

Issuance of common shares for services	1	–	–	–	–

Net loss for the period	–	–	–	(750)	(750)

Balance – December 31, 2005	1	–	–	(750)	(750)

Issuance of founder shares for cash at $0.000015 per common share	3,250,000	3,250	1,750	–	5,000

Issuance of common shares for cash at $0.0015 per common share	513,460	513	78,478	–	78,991

Net loss for the year	–	–	–	(23,830)	(23,830)

Balance – December 31, 2006	3,763,461	3,763	80,228	(24,580)	59,411

Cancellation of common shares	(3,250,000)	(3,250)	(1,750)	–	(5,000)

Issuance of common shares to acquire mineral property at $0.40 per common share	140,000	140	5,599,860	–	5,600,000

Net loss for the year	–	–	–	(73,915)	(73,915)

Balance – December 31, 2007	653,461	653	5,678,338	(98,495)	5,580,496

Assumption Agreement	–	–	255,050	–	255,050

Settlement of related party debt	–	–	37,883	–	37,883

Net loss for the year	–	–	–	(6,107,944)	(6,107,944)

Balance – December 31, 2008	653,461	653	5,971,271	(6,206,439)	(234,515)

Issuance of shares to settle debt	3,437	3	504,698	–	504,701

Issuance of shares for services	32,000	32	3,775,968	–	3,776,000

Beneficial conversion of warrants			826,541		826,541

Net loss for the year	–	–	–	(5,093,507)	(5,093,507)

Balance – December 31, 2009	688,898	689	11,078,478	(11,299,946)	(220,779)

Issuance of shares to settle debt	140,375,000	140,375	3,731,292	–	3,871,667

Issuance of shares for services	3,500,000	3,500	906,500	–	910,000

Net loss for the year	–	–	–	(5,129,937)	(5,129,937)

Balance – December 31, 2010	144,563,898	144,564	15,716,270	(16,429,883)	(569,049)


	1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

	2.	We did not maintain appropriate cash controls – As of December 31, 2010, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

	3.	We did not implement appropriate information technology controls – As at December 31, 2010, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.


Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Alfonso Knoll (1) President, CEO, CFO, Treasurer, and Secretary
	2010	nil	nil	910,000	nil	nil	nil	nil	$910,000
	2009	nil	nil	nil	nil	nil	nil	nil	nil
Keith Kress Director
	2010	nil	nil	nil	nil	nil	nil	nil	nil
	2009	nil	nil	nil	nil	nil	nil	nil	nil
Richard Weed (2) Former President, CEO, CFO, Treasurer, Secretary and Director
	2010	15,500	nil	nil	nil	nil	nil	nil	15,500
	2009	nil	nil	nil	nil	nil	nil	nil	nil
Brent Wilder Former President, CEO, CFO, Secretary and Director
	2010	nil	nil	nil	nil	nil	nil	nil	nil
	2009	nil	nil	nil	nil	nil	nil	nil	nil
Harry Lappa Director
	2010	nil	nil	nil	nil	nil	nil	nil	nil
	2009	nil	nil	nil	nil	nil	nil	nil	nil
Brandon Toth Former President, CEO, CFO and Secretary
	2010	nil	nil	nil	nil	nil	nil	nil	nil
	2009	nil	nil	nil	nil	nil	nil	nil	nil
Jennifer Karlovsky Former President, CEO, CFO, Secretary and Director
	2010	nil	nil	nil	nil	nil	nil	nil	nil
	2009	nil	nil	nil	nil	nil	nil	nil	nil