UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period endedJune 30, 2015or

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from__________ to _________ 
Commission File Number000-52534

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

|                                                               |                                     
|-------------------------------------------------------------- | ------------------------------------
|Nevada                                                         | 46-4733512                          
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|1327 Ocean Avenue, Suite B, Santa Monica, CA                   | 90401                               
|(Address of principal executive offices)                       | (Zip Code)                          
|                                                               |                                     
|Registrant's telephone number, including area code:            | (310) 899-4442                      
|                                                               |                                     
|                                                               |                                     
|One Boston Place, Suite 2600, Boston, MA 02108                
|(Former address, if changed since last report)                



Copy of all Communications to:

Lawrence I. Washor

Washor & Associates

21800 Oxnard Street, Suite 790

Woodland Hills, CA 91367

(310) 479-2660



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







xYESoNO

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).

xYESoNO

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



|                                              |   |  |                           |  
|--------------------------------------------- | - |  | ------------------------- | -
|Large accelerated filer                       | o |  | Accelerated filer         | o
|Non-accelerated filer                         | o |  | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |  |                          



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

oYESxNO



APPLICABLE ONLY TO CORPORATE ISSUERS



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



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



2



PART 1  FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



The Companys unaudited interim consolidated financial statements for the six months ended June 30, 2015 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.



These financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2014, on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2015.



3





|                                                                                                                                                                   |               |            |                   |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------- | ---------- | ----------------- | - | ---------- | -
|PARALLAX HEALTH SCIENCES, INC.                                                                                                                                    
|CONSOLIDATED BALANCE SHEETS                                                                                                                                       
|(Unaudited)                                                                                                                                                       
|                                                                                                                                                                   |               |            |                   |   |            |  
|                                                                                                                                                                   | June 30, 2015 |            | December 31, 2014 |  
|ASSETS                                                                                                                                                             |               |            |                   |   |            |  
|Current assets                                                                                                                                                     |               |            |                   |   |            |  
|Cash and cash equivalents                                                                                                                                          | $             | 2,475      |                   | $ | 513        |  
|Total current assets                                                                                                                                               |               | 2,475      |                   |   | 513        |  
|                                                                                                                                                                   |               |            |                   |   |            |  
|Property and equipment, net                                                                                                                                        |               | 6,449      |                   |   | 9,527      |  
|Intangible assets, net                                                                                                                                             |               | 17,088     |                   |   | 17,920     |  
|                                                                                                                                                                   |               |            |                   |   |            |  
|TOTAL ASSETS                                                                                                                                                       | $             | 26,012     |                   | $ | 27,960     |  
|                                                                                                                                                                   |               |            |                   |   |            |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                              |               |            |                   |   |            |  
|Current liabilities                                                                                                                                                |               |            |                   |   |            |  
|Accounts payable and accrued expenses                                                                                                                              | $             | 376,809    |                   | $ | 302,868    |  
|Related party payables                                                                                                                                             |               | 121,580    |                   |   | 103,563    |  
|Notes and loans payable                                                                                                                                            |               | 95,975     |                   |   | 95,975     |  
|Convertible notes payable                                                                                                                                          |               | 144,000    |                   |   | 144,000    |  
|Convertible notes payable-related party, net of unamortized discount                                                                                               |               | 1,264,086  |                   |   | 855,052    |  
|Total current liabilities                                                                                                                                          |               | 2,002,450  |                   |   | 1,501,458  |  
|Total liabilities                                                                                                                                                  |               | 2,002,450  |                   |   | 1,501,458  |  
|                                                                                                                                                                   |               |            |                   |   |            |  
|Stockholders' deficit                                                                                                                                              |               |            |                   |   |            |  
|Preferred stock, $.001 par, 10,000,000 shares authorized, 823,691 issued and outstanding at June 30, 2015 and December 31, 2014                                    |               | 824        |                   |   | 824        |  
|Common stock, $.001 par, 250,000,000 shares authorized, 132,026,053 and 128,228,018 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively |               | 132,026    |                   |   | 128,228    |  
|Additional paid in capital-preferred                                                                                                                               |               | 465,843    |                   |   | 465,843    |  
|Additional paid in capital-common                                                                                                                                  |               | 962,055    |                   |   | 927,823    |  
|Subscriptions receivable                                                                                                                                           |               | (1,338     | )                 |   | (1,338     | )
|Accumulated deficit                                                                                                                                                |               | (3,535,798 | )                 |   | (2,994,878 | )
|Total stockholders' deficit                                                                                                                                        |               | (1,976,438 | )                 |   | (1,473,398 | )
|                                                                                                                                                                   |               |            |                   |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                        | $             | 26,012     |                   | $ | 27,960     |  







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





4





|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|-------------------------------------------------------------- | -------------------------- | ----------- | ------------------------ | - | ------------- | - | ------------- | ----------- | - | - | ----------- | -
|PARALLAX HEALTH SCIENCES, INC.                                
|CONSOLIDATED STATEMENTS OF OPERATIONS                         
|(Unaudited)                                                   
|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|                                                               | For the three months ended |             | For the six months ended |  
|                                                               | June 30, 2015              |             | June 30, 2014            |   | June 30, 2015 |   | June 30, 2014 |            
|Revenue                                                        | $                          |           |                          | $ |             |   | $             |           |   | $ |           |  
|Cost of sales                                                  |                            |           |                          |   |             |   |               |           |   |   |           |  
|Gross profit                                                   |                            |           |                          |   |             |   |               |           |   |   |           |  
|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|General and administrative expenses                            |                            | 148,774     |                          |   | 110,683       |   |               | 286,436     |   |   | 222,026     |  
|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|Operating loss                                                 |                            | (148,774    | )                        |   | (110,683      | ) |               | (286,436    | ) |   | (222,026    | )
|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|Other income (expenses):                                       |                            |             |                          |   |               |   |               |             |   |   |             |  
|Depreciation and amortization                                  |                            | (1,955      | )                        |   | (1,997        | ) |               | (3,910      | ) |   | (3,994      | )
|Interest expense                                               |                            | (126,164    | )                        |   | (27,468       | ) |               | (250,574    | ) |   | (32,549     | )
|Total other income (expenses)                                  |                            | (128,119    | )                        |   | (29,465       | ) |               | (254,484    | ) |   | (36,543     | )
|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|Net loss                                                       | $                          | (276,893    | )                        | $ | (140,148      | ) | $             | (540,920    | ) | $ | (258,569    | )
|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|Net loss per common share - basic and diluted                  | $                          | (0.002      | )                        | $ | (0.001        | ) | $             | (0.004      | ) | $ | (0.002      | )
|                                                               |                            |             |                          |   |               |   |               |             |   |   |             |  
|Weighted average common shares outstanding - basic and diluted |                            | 132,026,053 |                          |   | 127,606,598   |   |               | 131,501,463 |   |   | 127,606,598 |  







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





4





|                                                                               |                          |          |               |   |          |  
|------------------------------------------------------------------------------ | ------------------------ | -------- | ------------- | - | -------- | -
|PARALLAX HEALTH SCIENCES, INC.                                                
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                         
|(Unaudited)                                                                   
|                                                                               |                          |          |               |   |          |  
|                                                                               | For the six months ended |         
|                                                                               | June 30, 2015            |          | June 30, 2014 |  
|Cash flows from operations:                                                    |                          |          |               |   |          |  
|Net loss                                                                       | $                        | (540,920 | )             | $ | (258,569 | )
|Adjustments to reconcile net loss to net cash used in operating activities:    |                          |          |               |   |          |  
|Depreciation expense                                                           |                          | 3,078    |               |   | 3,162    |  
|Amortization expense                                                           |                          | 832      |               |   | 832      |  
|Discount amortization                                                          |                          | 207,400  |               |   | 16,440   |  
|Accruals converted to convertible notes payable                                |                          | 201,635  |               |   | 75,000   |  
|Changes in operating assets and liabilities:                                   |                          |          |               |   |          |  
|Increase in accounts payable and accrued expenses                              |                          | 73,940   |               |   | 23,828   |  
|Increase in related party payables                                             |                          | 18,017   |               |   | 138,931  |  
|Net cash used in operating activities                                          |                          | (36,018  | )             |   | (376     | )
|                                                                               |                          |          |               |   |          |  
|Cash flows from financing activities:                                          |                          |          |               |   |          |  
|Proceeds from related party loans                                              |                          | 37,980   |               |   |        |  
|Net cash provided by financing activities                                      |                          | 37,980   |               |   |        |  
|                                                                               |                          |          |               |   |          |  
|Net increase (decrease) in cash                                                |                          | 1,962    |               |   | (376     | )
|                                                                               |                          |          |               |   |          |  
|Cash - beginning of period                                                     |                          | 513      |               |   | 569      |  
|                                                                               |                          |          |               |   |          |  
|Cash - end of period                                                           | $                        | 2,475    |               | $ | 193      |  
|                                                                               |                          |          |               |   |          |  
|                                                                               |                          |          |               |   |          |  
|NON-CASH ACTIVITIES                                                            |                          |          |               |   |          |  
|Conversion of related party payable to related party convertible notes payable | $                        | 201,635  |               | $ | (375,000 | )
|Assignment of note payable to related party note payable                       | $                        |        |               | $ | (144,000 | )
|Change from related party to non-related party convertible note payable        | $                        |        |               | $ | 144,000  |  
|Change from related party debt to non-related party debt                       | $                        |        |               | $ | 152,849  |  
|                                                                               |                          |          |               |   |          |  
|SUPPLEMENTAL INFORMATION                                                       |                          |          |               |   |          |  
|Interest paid                                                                  | $                        |        |               | $ |        |  
|Income taxes paid                                                              | $                        |        |               | $ |        |  







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





5



PARALLAX HEALTH SCIENCES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015



NOTE 1. OVERVIEW AND NATURE OF BUSINESS



The accompanying unaudited consolidated financial statements of Parallax Health Sciences, Inc., (the Company) have been prepared in accordance with generally accepted accounting principles.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2014. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements have been omitted.



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



Going Concern

The Company has incurred losses since inception resulting in an accumulated deficit of $3,535,798, and a working capital deficit of $ 1,999,975, and further losses are anticipated. The Companys ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms  There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern.



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



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



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation

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



The Companys fiscal year-end is December 31.



Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Endeavor Sciences, Inc. (ESI).  All significant inter-company accounts and transactions have been eliminated.



Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at June 30, 2015, the Company had no cash equivalents.



Use of Estimates

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



Convertible Debt

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



Net Income (Loss) Per Common Share

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



Comprehensive Loss

ASC 220,Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



6



Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.  As at June 30, 2015, the Company has not commenced its principal operations and, therefore, has not recognized any revenue.



Property and Equipment

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



Impairment of Long-Lived Assets

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



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



Income Taxes

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



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



Stock-Based Compensation

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



Fair Value Measurements

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



|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.                                                                                                                                                                                                                                                                                                                                                                                    
|Level 2 | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
|Level 3 | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.                                                                                                                                                                                                                                                                                                                



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



Recently Adopted Accounting Standards

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



Adopted:



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



In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on its consolidated financial statements.



7



In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists.  The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements.



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



Not Yet Adopted:



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



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



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



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



In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs.  ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs.  This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.  The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 will have on its consolidated financial statements.



Recently Issued Accounting Standards Updates:

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



NOTE 3. PROPERTY AND EQUIPMENT



Property and equipment consists of the following:

|                                |               |         |                   |   |         |  
|------------------------------- | ------------- | ------- | ----------------- | - | ------- | -
|                                | June 30, 2015 |         | December 31, 2014 |  
|Office equipment                | $             | 8,385   |                   | $ | 8,385   |  
|Medical devices and instruments |               | 45,194  |                   |   | 45,194  |  
|Sub-total                       |               | 53,579  |                   |   | 53,579  |  
|Accumulated depreciation        |               | (47,130 | )                 |   | (44,052 | )
|Property and equipment, net     | $             | 6,449   |                   | $ | 9,527   |  



Depreciation expense for the six months ended June 30, 2015 and 2014 was $3,078 and $3,162, respectively.



NOTE 4. INTANGIBLE ASSETS



Intangible assets consists of the following:

|                         |               |        |                   |   |        |  
|------------------------ | ------------- | ------ | ----------------- | - | ------ | -
|                         | June 30, 2015 |        | December 31, 2014 |  
|Products and processes   | $             | 12,500 |                   | $ | 12,500 |  
|Trademarks and patents   |               | 12,500 |                   |   | 12,500 |  
|Sub-total                |               | 25,000 |                   |   | 25,000 |  
|Accumulated amortization |               | (7,912 | )                 |   | (7,080 | )
|Intangible assets, net   | $             | 17,088 |                   | $ | 17,920 |  



Amortization expense for the six months ended June 30, 2015 and 2014 was $832 and $832, respectively.



8



NOTE 5. NOTES AND LOANS PAYABLE



Notes and loans payable consists of the following:

|                              |               |         |                   |   |         | 
|----------------------------- | ------------- | ------- | ----------------- | - | ------- | 
|                              | June 30, 2015 |         | December 31, 2014 |  
|Notes payable                 |               |         |                   |   |         | 
|Phillip Knight                | $             | 9,075   |                   | $ | 9,075   | 
|THI Inc.                      |               | 10,000  |                   |   | 10,000  | 
|Rast Trade                    |               | 65,000  |                   |   | 65,000  | 
|Total notes payable           |               | 84,075  |                   |   | 84,075  | 
|                              |               |         |                   |   |         | 
|Loans payable                 |               |         |                   |   |         | 
|Tom Mackay                    |               | 11,900  |                   |   | 11,900  | 
|Total loans payable           |               | 11,900  |                   |   | 11,900  | 
|Total notes and loans payable | $             | 95,975  |                   | $ | 95,975  | 
|                              |               |         |                   |   |         | 
|Convertible notes payable     |               |         |                   |   |         | 
|The Kasper Group, Ltd.        | $             | 144,000 |                   | $ | 144,000 | 
|                              |               |         |                   |   |         | 



In June 2010, the Company issued a promissory note in the principal amount of $9,075 to a non-related party.  The note is unsecured, non-interest bearing, and due upon demand. As of June 30, 2015, no demand has been made.



In June 2010, the Company issued a promissory note in the principal amount of $10,000 to a non-related party. The note is unsecured, bears interest at a rate of 8% per annum, and is due upon demand. As of June 30, 2015, no demand has been made.  Interest in the amount of $4,214 and $3,815 has been accrued as of June 30, 2015 and December 31, 2014, respectively, and is included as part of accrued expenses on the accompanying consolidated balance sheets.



On April 21, 2011, the Company issued a promissory note in the principal amount of $65,000 to a non-related party. The note is unsecured, bears interest at a rate of 10% per annum, and is due upon demand. As of June 30, 2015, no demand has been made. Interest in the amount of $28,938 and $25,697has been accrued as of June 30, 2015 and December 31, 2014, respectively, and is included as part of accrued expenses on the accompanying consolidated balance sheets.



On January 1, 2012, the Company issued a convertible promissory note in the principal amount of $144,000 to a non-related party. The note bears interest at a rate of 7% per annum, is due by January 1, 2015, and contains a repayment provision to convert the debt into the Companys common stock at a rate of $0.25 per share. Interest in the amount of $35,266 and $30,240has been accrued as of June 30, 2015 and December 31, 2014, respectively, and is included as an accrued expense on the accompanying consolidated balance sheets.



As at June 30, 2015 and December 31, 2014, interest in the amount of $68,418 and $59,752, respectively, has been accrued on notes payable, and is included as part of accrued expenses on the accompanying consolidated balance sheets.



NOTE 6. RELATED PARTY TRANSACTIONS



Related party transactions consist of the following:



|                                                |               |           |                   |   |           |  
|----------------------------------------------- | ------------- | --------- | ----------------- | - | --------- | -
|                                                | June 30, 2015 |           | December 31, 2014 |  
|Related party payables                          |               |           |                   |   |           |  
|Accrued compensation                            |               | 105,800   |                   |   | 75,800    |  
|Cash advances                                   |               | 15,780    |                   |   | 27,763    |  
|Total related party payables                    |               | 121,580   |                   |   | 103,563   |  
|                                                |               |           |                   |   |           |  
|Convertible notes payable                       |               |           |                   |   |           |  
|J. Michael Redmond                              |               | 749,327   |                   |   | 637,693   |  
|Huntington Chase Financial Group, Ltd.          |               | 586,100   |                   |   | 496,100   |  
|Total convertible notes payable                 |               | 1,335,427 |                   |   | 1,133,793 |  
|Less: unamortized discount                      |               | (71,341   | )                 |   | (278,741  | )
|Total convertible note payable, net of discount |               | 1,264,086 |                   |   | 855,052   |  
|                                                |               |           |                   |   |           |  
|Total related party transactions                | $             | 1,385,666 |                   | $ | 958,615   |  
|                                                |               |           |                   |   |           |  



On November 15, 2010, the Company entered into an employment agreement with its CEO, Mr. J. Michael Redmond (the Employment Agreement). Under the Employment Agreement, Mr. Redmond agrees to serve as the President, CEO, and Director of the Company for a term of three years, and thereafter renewed automatically in one (1) year periods. As compensation for his services, Mr. Redmonds base salary will be $200,000 per annum for the first year, increasing to $225,000 in year 2, and $250,000 in year 3, contingent upon the Company meeting certain goals. In addition, Mr. Redmond was granted one million three hundred seventy five thousand (1,375,000) options at an exercise price of $0.10 per share.  On July 31, 2014, a convertible promissory note was issued to Mr. Redmond in the principal sum of $544,231, representing all unpaid compensation through July 31, 2014. Modifications have been made to the note to increase the principal by $205,096 for additional unpaid compensation through June 30, 2015. The note bears interest at a rate of 5% per annum, is due by July 31, 2015, and contains a repayment provision to convert the debt into common stock of the Company at a strike price of $0.10. The conversion price of $0.10 results in a beneficial conversion feature.  As a result, the difference between the conversion rate and the market rate of $326,539 has been classified as a discount on the note.  During the six months ended June 30, 2015 and the year ended December 31, 2014, the Company expensed $163,270 and $136,058, respectively, in discount amortization.  As of June 30, 2015 and December 31, 2014, $27,211 and $190,481, respectively, of unamortized discount remains, and will be amortized over the next month. As of June 30, 2015 and December 31, 2014, interest in the amount of $27,909 and $11,406, respectively, has been accrued, and is included as part of accrued expenses on the accompanying consolidated balance sheets.



On January 2, 2012, the Company entered into a consulting agreement with Huntington Chase Financial Group LLC (HCFG), a Nevada corporation, whose principal is a related party. The consulting agreement provides for HCFG to provide advisory services to the Company for a period of three years for a fee of $12,500 per month, which has been deferred until such time as the Company reaches certain funding goals. HCFG made cash advances to the Company in the amount of $46,100 for the purpose of overhead advances, for which a Convertible Promissory note was issued on December 31, 2012. Modifications have been made to the note to increase the principal to $586,100, to include all unpaid compensation due HCFG through June 30, 2015.  The note bears interest at a rate of 7% per annum, is due by December 31, 2015, and contains a repayment provision to convert the debt into common stock of the Company at a strike price of $0.10. The conversion price of $0.10 results in a beneficial conversion feature.  As a result, the difference between the conversion rate and the market rate of $146,955 has been classified as a discount on the note.  During the six months ended June 30, 2015 and the year ended December 31, 2014, the Company expensed $44,130 and $58,695, respectively, in discount amortization.  As of June 30, 2015 and December 31, 2014, $44,130 and $88,260, respectively, of unamortized discount remains, and will be amortized over the next 9 months. As of June 30, 2015 and December 31, 2014, interest in the amount of $43,851 and $25,845, respectively, and is included as part of accrued expenses on the accompanying consolidated balance sheets.



As at June 30, 2015 and December 31, 2014, respectively, related parties are due a total of $1,385,666 and $958,615, consisting of $105,800 and $75,800 in accrued compensation; $15,780 and $27,763 in cash advances to the Company for operating expenses; and $1,264,086 and $855,052 in related party convertible notes payable, net of unamortized discounts.  The notes bear interest at a rate of between 5% and 7% per annum and mature between July 31, 2015 and December 31, 2015.



9



As at June 30, 2015 and December 31, 2014, interest in the amount of $71,760 and $37,251, respectively, has been accrued on related party notes payable, and is included as part of accrued expenses on the accompanying consolidated balance sheets.



NOTE 7: CONVERTIBLE PREFERRED STOCK



The total number of authorized shares of preferred stock that may be issued by the Company is 10,000,000 with a par value of $0.001 per share.



All preferred shares are convertible into the Companys common stock at a rate of 20 shares of common stock for each preferred share held, and were issued with 100% warrant coverage (Note 9).  The number of shares of common stock underlying the warrants and the exercise price are subject to adjustment upon certain events.



As of June 30, 2015 and December 31, 2014, the Company had 823,691 shares of preferred stock issued and outstanding.



NOTE 8. COMMON STOCK



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



As of June 30, 2015 and December 31, 2014, the Company has 132,026,053 and 128,228,018 common shares issued and outstanding, respectively.



NOTE 9. WARRANTS AND OPTIONS



As of June 30, 2015, the Company had 16,473,401 warrants and 1,900,000 options issued and outstanding.



On June 17, 2015, 14,535,706 warrants underlying 726,786 shares of preferred stock, which were to expire on June 17, 2015, were extended for a period of 2 years.  The warrants now expire on June 17, 2017.



|                     |  |            |  |                  |  |                |           |                |          | 
|-------------------- |  | ---------- |  | ---------------- |  | -------------- | --------- | -------------- | -------- | 
|Warrants Outstanding | 
|                     |  | Number of  |  | Remaining        |  | Exercise Price |           | Weighted       |         
|                     |  | Common     |  | Contractual Life |  | times Number   |           | Average        |         
|Exercise Price       |  | Shares     |  | (in years)       |  | of Shares      |           | Exercise Price |         
|                     |  |            |  |                  |  |                |           |                |          | 
|$0.27518             |  | 14,535,706 |  | 1.96             |  | $              | 4,000,000 |                | $0.27518 | 
|$0.41278             |  | 726,785    |  | 0.49             |  |                | 300,000   |                | $0.41278 | 
|$0.41278             |  | 726,785    |  | 0.67             |  |                | 300,000   |                | $0.41278 | 
|$0.41278             |  | 484,125    |  | 1.08             |  |                | 199,837   |                | $0.41278 | 
|                     |  | 16,473,401 |  |                  |  | $              | 4,799,837 |                | $0.41278 | 



|                                 |            |  |                  | 
|-------------------------------- | ---------- |  | ---------------- | 
|Warrant Activity                 |            |  |                  | 
|                                 | Number of  |  | Weighted Average | 
|                                 | Shares     |  | Exercise Price   | 
|Outstanding at December 31, 2014 | 16,473,401 |  | $0.41278         | 
|Issued                           |          |  |                | 
|Exercised                        |          |  |                | 
|Expired / Cancelled              |          |  |                | 
|Outstanding at June 30, 2015     | 16,473,401 |  | $0.41278         | 



|                    |  |           |  |                  |  |                |         |                |       | 
|------------------- |  | --------- |  | ---------------- |  | -------------- | ------- | -------------- | ----- | 
|Options Outstanding
|                    |  |           |  | Remaining        |  | Exercise Price |         | Weighted       |      
|                    |  | Number of |  | Contractual Life |  | times Number   |         | Average        |      
|Exercise Price      |  | Shares    |  | (in years)       |  | of Shares      |         | Exercise Price |      
|                    |  |           |  |                  |  |                |         |                |       | 
|$0.10               |  | 1,375,000 |  | 5.50             |  | $              | 137,500 |                | $0.10 | 
|$0.25               |  | 225,000   |  | 0.75             |  |                | 56,250  |                | $0.25 | 
|$0.25               |  | 225,000   |  | 0.58             |  |                | 56,250  |                | $0.25 | 
|                    |  | 1,900,000 |  |                  |  | $              | 250,000 |                | $0.20 | 



|                                 |           |  |                  | 
|-------------------------------- | --------- |  | ---------------- | 
|Options Activity                 |           |  |                  | 
|                                 | Number of |  | Weighted Average | 
|                                 | Shares    |  | Exercise Price   | 
|Outstanding at December 31, 2014 | 1,900,000 |  | $0.20            | 
|Issued                           |         |  |                | 
|Exercised                        |         |  |                | 
|Expired / Cancelled              |         |  |                | 
|Outstanding at June 30, 2015     | 1,900,000 |  | $0.20            | 



NOTE 10. INCOME TAXES



The components of the cumulative net deferred tax asset at June 30, 2015 and December 31, 2014, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:



|                                         |               |          |                   |   |            |  
|---------------------------------------- | ------------- | -------- | ----------------- | - | ---------- | -
|                                         | June 30, 2015 |          | December 31, 2014 |  
|                                         |               |          |                   |   |            |  
|Income (loss) before taxes               | $             | (540,920 | )                 | $ | (1,113,197 | )
|Statutory rate                           |               | 34%      |                   |   | 34%        |  
|                                         |               |          |                   |   |            |  
|Computed expected tax payable (recovery) | $             | 183,800  |                   | $ | 378,500    |  
|Non-deductible expenses                  |               |        |                   |   |          |  
|Change in valuation allowance            |               | (183,800 | )                 |   | (378,500   | )
|Reported income taxes                    | $             |        |                   | $ |          |  



The significant components of deferred income tax assets and liabilities at June 30, 2015 and December 31, 2014 are as follows:



|                                   |               |            |                   |   |            |  
|---------------------------------- | ------------- | ---------- | ----------------- | - | ---------- | -
|                                   | June 30, 2015 |            | December 31, 2014 |  
|                                   |               |            |                   |   |            |  
|Net operating loss carried forward | $             | 1,200,800  |                   | $ | 1,017,000  |  
|                                   |               |            |                   |   |            |  
|Valuation allowance                |               | (1,200,800 | )                 |   | (1,017,000 | )
|                                   |               |            |                   |   |            |  
|Net deferred income tax asset      | $             |          |                   | $ |          |  



As at June 30, 2015, the Company had approximately $3,530,000 of federal net operating losses which expire commencing in the year 2026.



NOTE 11. SUBSEQUENT EVENTS



The Company has evaluated the events and transactions for recognition or disclosure subsequent to June 30, 2015, and has determined that there have been no events that would require disclosure, except:





10



On July 31, 2015, the Company received notice that pharmacy and sterile compounding licenses were issued to the Company by the California State Board of Pharmacy, in connection with the Companys pending acquisition of a California-based Pharmacy.



On August 13, 2015 (the "Closing Date"), pursuant to a resolution of the board of directors, the Company entered into an Agreement to Purchase and Sell One Hundred Percent of the Issued and Outstanding Shares of RoxSan Pharmacy, Inc., a California corporation, ("RoxSan" or the "Pharmacy"), and its Assets and Inventory (the Purchase Agreement).  Pursuant to the Purchase Agreement between the Company, RoxSan and its sole shareholder, Shahla Melamed (the Seller), in exchange for 100% of RoxSan's common stock, and its assets and inventory, the Company, among other things, issued the Seller a Secured Promissory Note (the "Note") dated August 13, 2015 in the amount of $20.5 million (the "Acquisition").  The Note bears interest at a rate of 6% per annum, and matures in three (3) years, or August 13, 2018 ("Maturity").  Principal and interest payments on the Note will be made to the Seller on a quarterly basis beginning with the three month period ending November 30, 2015, in an amount equal to 1) 75% during the first two (2) years; and 2) 60% during year three (3); of certain of the Pharmacy's earnings defined within the Purchase Agreement as EBITDA.  All remaining principal and/or accrued interest, if any, still owing after three (3) years shall be paid in full to the Seller at Maturity.



As a result of the Acquisition, effective August 13, 2015, RoxSan became a wholly owned subsidiary of the Company. No change in control of the Company occurred as a result of the Acquisition.



In connection with the Acquisition, on August 13, 2015, the Company and its wholly owned subsidiary, RoxSan, entered into an Employment Agreement (the "Employment Agreement") with Shahla Melamed.  Under the Employment Agreement, Mrs. Melamed will provide exclusive consulting services to the Company in the areas of public relations and marketing for a minimum term of four (4) years and thereafter renewed automatically in one (1) year increments unless terminated by either party.  The Employment Agreement includes annual compensation in the amount of $360,000 ("Base"), with annual increases of ten percent (10%) of Base, and a bonus plan contingent upon the Company's sales performance.  In addition, the Employment Agreement provides for customary employee benefits.





*    *    *    *    *



11



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



Forward-Looking Statements



This quarterly report contains forward-looking statements. These statements relate to future events or the Companys future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors that may cause the Company or the Companys industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.



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



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



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



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



Corporate History and Overview



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



On July 31, 2015, the Company received notice that pharmacy and sterile compounding licenses were issued to the Company by the California State Board of Pharmacy, in connection with the Companys pending acquisition of a California-based Pharmacy.



On August 13, 2015 (the "Closing Date"), pursuant to a resolution of the board of directors, the Company entered into an Agreement to Purchase and Sell One Hundred Percent of the Issued and Outstanding Shares of RoxSan Pharmacy, Inc., a California corporation, ("RoxSan" or the "Pharmacy"), and its Assets and Inventory (the Purchase Agreement).  Pursuant to the Purchase Agreement between the Company, RoxSan and its sole shareholder, Shahla Melamed (the Seller), in exchange for 100% of RoxSan's common stock, and its assets and inventory, the Company, among other things, issued the Seller a Secured Promissory Note (the "Note") dated August 13, 2015 in the amount of $20.5 million (the "Acquisition").  The Note bears interest at a rate of 6% per annum, and matures in three (3) years, or August 13, 2018 ("Maturity").  Principal and interest payments on the Note will be made to the Seller on a quarterly basis beginning with the three month period ending November 30, 2015, in an amount equal to 1) 75% during the first two (2) years; and 2) 60% during year three (3); of certain of the Pharmacy's earnings defined within the Purchase Agreement as EBITDA.  All remaining principal and/or accrued interest, if any, still owing after three (3) years shall be paid in full to the Seller at Maturity.



As a result of the Acquisition, effective August 13, 2015, RoxSan became a wholly owned subsidiary of the Company. No change in control of the Company occurred as a result of the Acquisition.



The following summary of the Companys financial condition should be read in conjunction with the consolidated financial statements for the quarter ended June 30, 2015, which are included herein.



Balance Sheet



As at June 30, 2015, the Company had total assets of $26,012, compared with total assets of $27,960 as at December 31, 2014. The decrease in total assets of $1,948 is attributable to an increase in cash of $1,962, $3,078 of depreciation related to equipment, and $832 of amortization related to the intangible assets.



As at June 30, 2015, the Company had total liabilities of $2,002,450, compared with $1,501,458 as at December 31, 2014. The increase in total liabilities of $500,992 is attributable to an increase of $73,941 in accounts payable and accrued expenses, an increase of $18,017 in related party payables, and an increase of $409,034 in convertible related party loans, net of unamortized discount.





12



Results of Operations



Three and six months ended June 30, 2015 compared to three and six months ended June 30, 2014



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



|                                    |                            |          |                          |   |               |   |               |          |   |   |          |  
|----------------------------------- | -------------------------- | -------- | ------------------------ | - | ------------- | - | ------------- | -------- | - | - | -------- | -
|                                    | For the three months ended |          | For the six months ended |  
|                                    | June 30, 2015              |          | June 30, 2014            |   | June 30, 2015 |   | June 30, 2014 |         
|Revenue                             | $                          |        |                          | $ |             |   | $             |        |   | $ |        |  
|Cost of sales                       | $                          |        |                          | $ |             |   | $             |        |   | $ |        |  
|Gross profit (loss)                 | $                          |        |                          | $ |             |   | $             |        |   | $ |        |  
|General and administrative expenses | $                          | 148,774  |                          | $ | 110,683       |   | $             | 286,436  |   | $ | 222,026  |  
|Operating (loss)                    | $                          | (148,774 | )                        | $ | (110,683      | ) | $             | (286,436 | ) | $ | (222,026 | )
|Depreciation and amortization       | $                          | (1,955   | )                        | $ | (1,997        | ) | $             | (3,910   | ) | $ | (3,994   | )
|Interest expense                    | $                          | (126,164 | )                        | $ | (27,468       | ) | $             | (250,574 | ) | $ | (32,549  | )
|Net (loss)                          | $                          | (276,893 | )                        | $ | (140,148      | ) | $             | (540,920 | ) | $ | (258,569 | )



Revenue



For the three months ended June 30, 2015 and 2014, no revenue was generated.



For the six months ended June 30, 2015 and 2014, no revenue was generated.



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



Cost of sales



For the three months ended June 30, 2015 and 2014, no costs of sales were incurred.



For the six months ended June 30, 2015 and 2014, no costs of sales were incurred.



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



General and Administrative Expenses

|                                           |                            |         |                          |   |               |  |               |         |         |   |         |  |   |        |   |   |        |  
|------------------------------------------ | -------------------------- | ------- | ------------------------ | - | ------------- |  | ------------- | ------- | ------- | - | ------- |  | - | ------ | - | - | ------ | -
|                                           | For the three months ended |         | For the six months ended |   | Variance      | 
|                                           | June 30, 2015              |         | June 30, 2014            |   | June 30, 2015 |  | June 30, 2014 |         | 3-month |   | 6-month | 
|Legal, accounting, and management services | $                          | 79,750  |                          | $ | 50,038        |  | $             | 156,861 |         | $ | 101,474 |  | $ | 29,712 |   | $ | 55,387 |  
|Salaries, taxes and benefits               |                            | 56,713  |                          |   | 60,553        |  |               | 116,335 |         |   | 120,175 |  |   | (3,840 | ) |   | (3,840 | )
|Office supplies and miscellaneous expenses |                            | 12,311  |                          |   | 92            |  |               | 13,240  |         |   | 376     |  |   | 12,219 |   |   | 12,864 |  
|Total general and administrative expenses  | $                          | 148,774 |                          | $ | 110,683       |  | $             | 286,436 |         | $ | 222,025 |  | $ | 38,091 |   | $ | 64,411 |  



During the three months ended June 30, 2015, the Company incurred operating expenses totaling $148,774, compared with $110,683 for the three months ended June 30, 2014. The increase in operating expenses of $38,091 is attributable to:



·

an increase in legal, accounting and management fees of $29,712, due to an decrease in legal fees of $288; an increase of $7,500 resulting from an increase in accountant fees by $2,500 per month; and an increase in outside consulting fees of $22,500 resulting from hiring additional staff support;

·

a decrease in salaries, taxes and benefits of $3,840 due to a reduction in payroll tax expense; and

·

an increase in office supplies and miscellaneous expenses of $12,219, due to OTC market dues of $10,000 incurred during the current period, compared to no such expense incurred for the same period last year; and an increase in miscellaneous office expenses of $2,219.



During the six months ended June 30, 2015, the Company incurred operating expenses totaling $286,436, compared with $222,025 for the six months ended June 30, 2014. The increase in operating expenses of $64,411 is attributable to:



·

an increase in legal, accounting and management fees of $55,387, due to an decrease in legal fees of $4,613; an increase of $15,000 resulting from an increase in accountant fees by $2,500 per month; and an increase in outside consulting fees of $45,000 resulting from hiring additional staff support;

·

a decrease in salaries, taxes and benefits of $3,840 due to a reduction in payroll tax expense; and

·

an increase in office supplies and miscellaneous expenses of $12,864, due to OTC market dues of $10,000 incurred during the current period, compared to no such expense incurred for the same period last year; and an increase in miscellaneous office expenses of $12,864.



Net Loss

During the three months ended June 30, 2015, the Company incurred a net loss of $276,893, compared with a net loss of $140,148 for the three months ended June 30, 2014. The increase in net loss of $136,745 is primarily attributable to an increase in general and administrative expenses of $38,091, a decrease in depreciation and amortization of $42, and an increase in interest expense of $98,696.



During the six months ended June 30, 2015, the Company incurred a net loss of $540,920, compared with a net loss of $258,569 for the six months ended June 30, 2014. The increase in net loss of $282,351 is primarily attributable to an increase in general and administrative expenses of $64,410, a decrease in depreciation and amortization of $84, and an increase in interest expense of $218,025.



Liquidity and Capital Resources



|                          |                  |            |                      |   |            |   |   |          |  
|------------------------- | ---------------- | ---------- | -------------------- | - | ---------- | - | - | -------- | -
|Working Capital           |                  |            |                      |   | Increase   |  
|                          | At June 30, 2015 |            | At December 31, 2014 |   | (Decrease) |  
|Current Assets            | $                | 2,475      |                      | $ | 513        |   | $ | 1,962    |  
|Current Liabilities       |                  | 2,002,450  |                      |   | 1,501,458  |   |   | 500,992  |  
|Working Capital (Deficit) | $                | (1,999,975 | )                    | $ | (1,500,945 | ) | $ | (499,030 | )



As at June 30, 2015, the Company had cash in the amount of $2,475 compared to $513 as of December 31, 2014.



The Company had a working capital deficit of $1,999,975 as of June 30, 2015, compared to a working capital deficit of $1,500,945 as of December 31, 2014. The increase in working capital deficit of $499,030 is primarily attributable to an increase in cash of $1,962; an increase in accounts payable and accrued expenses of $73,941; an increase in related party payables of $18,017, and an increase in related party convertible notes payable of $409,034, net of unamortized discount.



13





|                                          |                          |         |               |   |            |   |   |         |  
|----------------------------------------- | ------------------------ | ------- | ------------- | - | ---------- | - | - | ------- | -
|Cash Flows                                |                          |         |               |   |           
|                                          | For the six months ended |         | Increase      |  
|                                          | June 30, 2015            |         | June 30, 2014 |   | (Decrease) |  
|Net cash used in operating activities     | $                        | (36,018 | )             | $ | (376       | ) | $ | (35,642 | )
|Net cash used in investing activities     |                          |       |               |   |          |   |   |       |  
|Net cash provided by financing activities |                          | 37,980  |               |   |          |   |   | 37,980  |  
|Increase (decrease) in cash               | $                        | 1,962   |               | $ | (376       | ) | $ | 2,338   |  



Cash Flows from Operating Activities



During the six months ended June 30, 2015, the Company used $36,018 of cash flow for operating activities compared with $376 for the six months ended June 30, 2014. The increase in cash used for operating activities of $35,642 is attributable an increase in net loss of $282,351, a decrease in depreciation and amortization expense of $84, an increase in discount amortization of $190,960, an increase in accruals converted to related party loans of $126,635, an increase in accounts payable and accrued expenses of $50,112, and a decrease in related party payables of $120,914.



Cash Flows from Investing Activities



During the six months ended June 30, 2015 and 2014, the Company had no cash flows from investing activities.



Cash Flows from Financing Activities



During the six months ended June 30, 2015, the Company had $37,980 cash flows from financing activities, compared with none during the same period last year. The increase in cash flows provided by financing activities is attributable to proceeds of $37,980 from the sale of common stock during the current year.



During the six months ended June 30, 2015, the Company received $37,980 in proceeds from the issuance of common shares or other equity instruments.



Future Financings



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



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



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



Contractual Obligations



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



Going Concern



The Company has incurred losses since inception resulting in an accumulated deficit of $3,535,798, and further losses are anticipated. The Companys ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms  There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern.



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



Off-Balance Sheet Arrangements



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



Critical Accounting Policies



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



Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Endeavor Sciences, Inc. (ESI).  All significant inter-company accounts and transactions have been eliminated.



Use of Estimates

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



14



Convertible Debt

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



Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.  As at June 30, 2015, the Company has not commenced its principal operations and, therefore, has not recognized any revenue.



Stock-Based Compensation

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



Recently Adopted Accounting Standards

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



Adopted:



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



In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on its consolidated financial statements.



In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists.  The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements.



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



Not Yet Adopted:



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



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



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



15



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



In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs.  ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs.  This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.  The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 will have on its consolidated financial statements.



Recently Issued Accounting Standards Updates:

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



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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



ITEM 4. CONTROLS AND PROCEDURES



Managements Report on Disclosure Controls and Procedures



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



As of June 30, 2015, the end of the Companys period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Companys president, chief executive officer and chief financial officer of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on the foregoing, the Companys president, chief executive officer and chief financial officer concluded that the Companys disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.



Changes in Internal Control over Financial Reporting



There have been no changes in the Companys internal controls over financial reporting that occurred during the three month period ended June 30, 2015 that have materially or are reasonably likely to materially affect, the Companys internal controls over financial reporting.



Audit Committee



The Companys Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by the Companys Board of Directors. The Company intends to establish an audit committee during the year 2015. When established, the audit committee's primary function will be to provide advice with respect to the Companys financial matters and to assist the Companys Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor the Companys financial reporting process and internal control system; (ii) review and appraise the audit efforts of the Companys independent accountants; (iii) evaluate the Companys quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and the Companys Board of Directors.



16



PART II

OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On July 21, 2015, the Company, as Plaintiff, filed a Complaint against the California Board of Pharmacy (the Defendant) in the United States District Court (the Complaint).  The Complaint alleges that the Company is entitled to an immediate injunction granting certain Pharmacy and Compounding Permits (the Permits) and monetary relief due to, among other things, the unlawful actions of the Defendant in connection with the Companys application for the Permits in the State of California, and in connection with the pending acquisition of a California-based Pharmacy.



On July 31, 2015, the Company received notice that pharmacy and sterile compounding licenses were issued to the Company by the California State Board of Pharmacy, and the Company's Complaint was withdrawn.



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





ITEM 1A. RISK FACTORS



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



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



None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. MINE SAFETY STANDARDS



Not Applicable.



ITEM 5. OTHER INFORMATION



None.







17



ITEM 6. EXHIBITS



Exhibits required by Item 601 of Regulation S-B



|               |                                                                                                                                                                         |                                                                                                  
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------
|Exhibit
Number | Description of Exhibit                                                                                                                                                  | Filing Reference                                                                                 
|(2)            | Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession                                                                                         
|2.1            | Share Exchange Agreement between Endeavor Power Corporation, Endeavor Holdings, Inc. and Parallax Diagnostics, Inc. and the Parallax Shareholders dated October 1, 2012 | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|2.2            | Letter of Intent between Parallax Diagnostics, Inc. and Endeavor Power Corporation dated August 15, 2012                                                                | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|2.3            | Agreement to Purchase and Sell 100% of RoxSan Pharmacy, and Its Assets and Inventory                                                                                    | Filed with the SEC on August 18, 2015 as part of the Company's Current Report on Form 8-K.       
|(3)            | Articles of Incorporation and Bylaws                                                                                                                                   
|3.1            | Articles of Incorporation                                                                                                                                               | Filed with the SEC on March 5, 2007 as part of the Companys Registration Statement on Form SB-2.
|3.1(a)         | Amended and Restated Articles of Incorporation                                                                                                                          | Filed with the SEC on May 17, 2010 as part of the Companys Annual Report on Form 10-K.          
|3.2            | Bylaws                                                                                                                                                                  | Filed with the SEC on March 5, 2007 as part of the Companys Registration Statement on Form SB-2.
|3.2(a)         | Amended Bylaws                                                                                                                                                          | Filed with the SEC on May 17, 2010 as part of the Companys Annual Report on Form 10-K.          
|3.3            | Articles of Merger between Endeavor Power Corporation and Parallax Diagnostics, Inc. filed with Secretary of State of Nevada on November 6, 2012                        | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|3.4            | Certificate of Amendment filed with the Secretary of State of Nevada on January 9, 2014                                                                                 | Filed with the SEC on April 14, 2014 as part of the Companys Annual Report on Form 10-K.        
|(4)            | Instruments Defining the Rights of Security Holders                                                                                                                    
|4.1            | 2011 Equity Incentive Plan dated March 26, 2011                                                                                                                         | Filed with the SEC on March 31, 2011 as part of the Companys Current Report on Form 8-K.        
|4.2            | Sample Stock Option Agreement                                                                                                                                           | Filed with the SEC on March 31, 2011 as part of the Companys Current Report on Form 8-K.        
|4.3            | Sample Stock Award Agreement for Stock Units                                                                                                                            | Filed with the SEC on March 31, 2011 as part of the Companys Current Report on Form 8-K.        
|4.4            | Sample Stock Award Agreement for Restricted Stock                                                                                                                       | Filed with the SEC on March 31, 2011 as part of the Companys Current Report on Form 8-K.        
|4.5            | 2010 Employee Stock Option Plan of Parallax Diagnostics, Inc, dated October 1, 2010                                                                                     | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|4.6            | Sample Stock Option Agreement                                                                                                                                           | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|(10)           | Material Contracts                                                                                                                                                     
|10.1           | Second Amendment to Joint Venture Agreement between the Company and Federated Energy Corporation dated September 15, 2009                                               | Filed with the SEC on September 19, 2009 as part of the Companys Current Report on Form 8-K.    
|10.2           | Farmount Agreement between the Company and Togs Energy, Inc. and M-C Production & Drilling Co, Inc. dated July 21, 2009                                                 | Filed with the SEC on July 23, 2009 as part of the Companys Current Report on Form 8-K.         
|10.3           | Convertible Promissory Note to Regal Capital Development, Inc. dated August 25, 2009                                                                                    | Filed with the SEC on September 4, 2009 as part of the Companys Current Report on Form 8-K.     
|10.4           | Common Stock Purchase Warrant to Regal Capital Development, Inc. dated August 25, 2009                                                                                  | Filed with the SEC on September 4, 2009 as part of the Companys Current Report on Form 8-K.     
|10.5           | Settlement Agreement between the Company and Regal Capital Development, Inc. dated September 11, 2010                                                                   | Filed with the SEC on July 12, 2010 as part of the Companys Current Report on Form 8-K.         
|10.6           | Promissory Note to Regal Capital Development, Inc. dated September 11, 2010                                                                                             | Filed with the SEC on July 12, 2010 as part of the Companys Current Report on Form 8-K.         
|10.7           | Amended Promissory Note to Regal Capital Development, Inc. dated September 11, 2010                                                                                     | Filed with the SEC on April 14, 2011 as part of the Companys Annual Report on Form 10-K.        
|10.8           | Settlement Agreement between the Company and Andrew I. Telsey, P.C., dated August 3, 2010                                                                               | Filed with the SEC on August 22, 2011 as part of the Companys Quarterly Report on Form 10-Q.    
|10.9           | Settlement Agreement between the Company and Regal Capital Development, Inc. dated September 17, 2010                                                                   | Filed with the SEC on October 21, 2010 as part of the Companys Current Report on Form 8-K.      
|10.10          | Promissory Note to Regal Capital Development, Inc. dated September 17, 2010                                                                                             | Filed with the SEC on October 21, 2010 as part of the Companys Current Report on Form 8-K.      
|10.11          | Employment Agreement between the Company and Alfonso Knoll dated November 8, 2010                                                                                       | Filed with the SEC on November 12, 2010 as part of the Companys Current Report on Form 8-K.     
|10.12          | Promissory Note to Regal Capital Development, Inc. dated November 23, 2010                                                                                              | Filed with the SEC on November 30, 2010 as part of the Companys Current Report on Form 8-K.     
|10.13          | Amendment to Employment Agreement between the Company and Alfonso Knoll dated November 17, 2010                                                                         | Filed with the SEC on November 30, 2010 as part of the Companys Current Report on Form 8-K.     
|10.14          | Consulting Agreement between the Company and The Musser Group, LLC dated February 21, 2011                                                                              | Filed with the SEC on February 25, 2011 as part of the Companys Current Report on Form 8-K.     
|10.15          | Promissory Note to Marans Invest & Finance S.A. dated April 8, 2011                                                                                                     | Filed with the SEC on August 22, 2011 as part of the Companys Quarterly Report on Form 10-Q.    
|10.16          | Promissory Note to Rast Trade Corp. dated April 21, 2011                                                                                                                | Filed with the SEC on August 22, 2011 as part of the Companys Quarterly Report on Form 10-Q.    
|10.17          | Settlement Agreement between the Company and Mr. Alfonso Knoll dated June 8, 2011                                                                                       | Filed with the SEC on June 16, 2011 as part of the Companys Current Report on Form 8-K.         
|10.18          | Settlement Agreement between the Company and The Musser Group, LLC dated July 19, 2011                                                                                  | Filed with the SEC on August 22, 2011 as part of the Companys Quarterly Report on Form 10-Q.    
|10.19          | Assignment of Intellectual Property between Roth Kline, Inc. and Montecito BioSciences, Ltd. dated September 10, 2010                                                   | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.20          | License of Intellectual Property between Roth Kline Inc. and Montecito BioSciences, Ltd. dated September 10, 2010                                                       | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.21          | Modification to the Assignment of Intellectual Property between Roth Kline, Inc. and Montecito BioSciences, Ltd.                                                        | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.22          | Modification to the License of Intellectual Property between Roth Kline Inc. and Montecito BioSciences, Ltd. dated September 10, 2010                                   | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.23          | Employment Agreement between Roth Kline, Inc. and Michael Redmond dated November 15, 2010                                                                               | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.24          | Development and Supply Agreement between Parallax Diagnostics, Inc. and Corder Engineering, LLC dated July 1, 2011                                                      | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.25          | Supply Agreement between Parallax Diagnostics, Inc. and Meyer Stevens Group, Inc. dated July 1, 2011                                                                    | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.26          | Consulting Agreement between Parallax Diagnostics, Inc. and Huntington Chase Financial Group, LLC dated January 2, 2012                                                 | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.27          | Consulting Agreement between Parallax Diagnostics, Inc. and Greg Suess dated July 11, 2012                                                                              | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.28          | Convertible Preferred Purchase Agreement between Parallax Diagnostics, Inc. and Hamburg Investment Company, LLC, dated June 17, 2011                                    | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.29          | Convertible Preferred Purchase Agreement between Parallax Diagnostics, Inc. and Huntington Chase Financial Group, LLC, dated June 17, 2011                              | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.30          | Convertible Preferred Purchase Agreement between Parallax Diagnostics, Inc. and Huntington Chase Financial Group, LLC, dated September 30, 2011                         | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|10.31          | Consulting Agreement between Endeavor Power Corporation and Capital Group Communications, Inc. dated January 10, 2013                                                   | Filed with the SEC on May 15, 2013 as part of the Companys Quarterly Report on Form 10-Q.       
|10.32          | Employment Agreement between Parallax Health Sciences, Inc.,  RoxSan Pharmacy, and Shahla Melamed dated August 13, 2015                                                 | Filed with the SEC on August 18, 2015 as part of the Company's Current Report on Form 8-K.       
|(14)           | Code of Ethics                                                                                                                                                         
|14.1           | Code of Ethics                                                                                                                                                          | Filed with the SEC on April 14, 2011 as part of the Companys Annual Report on Form 10-K.        
|(16)           | Letter Re Change in Certifying Accountant                                                                                                                              
|16.1           | Letter from Moore and Associates, Chartered dated August 13, 2009                                                                                                       | Filed with the SEC on August 13, 2009 as part of the Companys Current Report on Form 8-K.       
|16.2           | Letter from Seale & Beers, CPAs dated August 26, 2009                                                                                                                   | Filed with the SEC on August 27, 2009 as part of the Companys Current Report on Form 8-K.       
|16.3           | Letter from M&K CPAs, PLLC dated March 12, 2010                                                                                                                         | Filed with the SEC on March 12, 2010 as part of the Companys Current Report on Form 8-K.        
|16.4           | Letter from Ron Chadwick, P.C. dated August 3, 2010                                                                                                                     | Filed with the SEC on August 4, 2010 as part of the Companys Current Report on Form 8-K.        
|16.5           | Letter from Davis Accounting Group, P.C. dated November 29, 2010                                                                                                        | Filed with the SEC on November 30, 2010 as part of the Companys Current Report on Form 8-K.     
|16.6           | Letter from M&K CPAs, PLLC dated October 23, 2012                                                                                                                       | Filed with the SEC on October 25, 2012 as part of the Companys Current Report on Form 8-K.      
|(23)           | Consent Letters                                                                                                                                                        
|23.1           | Letter from Seale & Beers, CPAs dated April 14, 2014                                                                                                                    | Filed with the SEC on April 14, 2014 as part of the Companys Annual Report on Form 10-K.        
|(31)           | Section 302 Certifications                                                                                                                                             
|31.1*          | Section 302 Certification of J. Michael Redmond                                                                                                                         | Filed herewith.                                                                                  
|31.2*          | Section 302 Certification of Calli Bucci                                                                                                                                | Filed herewith.                                                                                  
|(32)           | Section 906 Certifications                                                                                                                                             
|32.1*          | Section 906 Certification of J. Michael Redmond                                                                                                                         | Filed herewith.                                                                                  
|32.2*          | Section 906 Certification of Calli Bucci                                                                                                                                | Filed herewith.                                                                                  
|(99)           | Other Documents                                                                                                                                                        
|99.1           | Confidential Private Placement Memorandum for Parallax Diagnostics dated July 1, 2012                                                                                   | Filed with the SEC on November 15, 2012 as part of the Companys Current Report on Form 8-K.     
|99.2           | Patent Report issued by Marathon Patent Group on April 1, 2013                                                                                                          | Filed with the SEC on April 16, 2013 as part of the Companys Annual Report on Form 10-K.        
|(100)          | XBRL Related Documents                                                                                                                                                 
|101.INS**      | XBRL Instance Document                                                                                                                                                  | Filed herewith.                                                                                  
|101.SCH**      | XBRL Taxonomy Extension Schema Document                                                                                                                                 | Filed herewith.                                                                                  
|101.CAL**      | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                   | Filed herewith.                                                                                  
|101.LAB**      | XBRL Taxonomy Extension Labels Linkbase Document                                                                                                                        | Filed herewith.                                                                                  
|101.PRE**      | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                  | Filed herewith.                                                                                  
|101.DEF**      | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                    | Filed herewith.                                                                                  



*

Filed herewith.

**

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



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SIGNATURES

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

|                       |                                                
|---------------------- | -----------------------------------------------
|                       | PARALLAX HEALTH SCIENCES, INC.                 
|                       |                                                
|                       |                                                
|Dated: August 19, 2015 | /s/ J. Michael Redmond                         
|                       | J. Michael Redmond                             
|                       | President, Chief Executive Officer and Director
|                       |                                                
|                       |                                                
|                       |                                                
|Dated: August 19, 2015 | /s/ Calli Bucci                                
|                       | Calli Bucci                                    
|                       | Chief Financial Officer                        





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