U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



Quarterly Report Under

the Securities Exchange Act of 1934



For Quarter Ended:March 31, 2010



Commission File Number:000-52534



ENDEAVOR POWER CORP.

(Exact name of small business issuer as specified in its charter)



Nevada

        

        72-1619357(State of other jurisdiction of incorporation)

        

        (IRS Employer ID No.)




12835 East Arapahoe Road

Tower One, Penthouse #850

Centennial, CO 80112

(Address of principal executive offices)



(303) 726-0279

(Issuers Telephone Number)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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:   YesxNo  [_].



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).

Yesx

        No  [_].




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



Large accelerated filer  o

        Accelerated filer  oNon-accelerated filer  o (Do not check if a
smaller reporting company)

        Smaller
reporting companyx




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



The number of shares of the registrants only class of common stock issued and outstanding as of May 21, 2010, was 68,888,135 shares.











TABLE OF CONTENTS



PART I.

FINANCIAL INFORMATION



Page No.Item 1.

        Financial Statements

        3Consolidated Balance Sheets as of March 31, 2010 (unaudited) and
December 31, 2009

        F-2Unaudited Consolidated Statement of Operations for the Three
Months Ended March 31, 2010 and 2009

        F-3Unaudited Consolidated Statement of Cash Flows for the Thee-Month Periods
Ended March 31, 2010 and 2009

        F-4Notes to Consolidated Financial Statements

        F-5Item 2.

        Managements Discussion and Analysis of Financial Condition and
Results of Operations.

        15Item 3.

        Quantitative and Qualitative Disclosures About Market Risk.

        19Item 4T.

        Controls and Procedures.

        20PART IIOTHER INFORMATIONItem 1.

        Legal Proceedings.

        21Item 1A.

        Risk Factors.

        21Item 2.

        Unregistered Sales of Equity Securities and Use of Proceeds.

        21Item 3.

        Defaults Upon Senior Securities.

        21Item 4.

        Submission of Matters to a Vote of Security Holders.

        21Item 5.

        Other Information.

        21Item 6.

        Exhibits.

        21Signatures

        22






2







PART I.

FINANCIAL INFORMATION



ITEM 1.

        FINANCIAL STATEMENTS




Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)



March 31, 2010





Page No.Balance Sheets (unaudited)

        

        F-2Statements of Operations (unaudited)

        

        F-3Statements of Cash Flows (unaudited)

        

        F-4Notes to the Financial Statements (unaudited)

        

        F-5
































F-1





3







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Balance Sheets

(expressed in U.S. dollars)

(unaudited)





March 31,
2010
$

        

        December 31,
2009
$ASSETSTotal Assets

        

        

        

        LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesAccounts Payable

        

        32,958

        

        21,107Accrued Liabilities

        

        64,643

        

        33,081Due to Related Parties (Note 7)

        

        29,105

        

        28,834Note Payable (Note 4)

        

        241,075

        

        137,757Total Liabilities

        

        367,791

        

        220,779Stockholders DeficitPreferred StockAuthorized: 10,000,000 preferred shares, with a par value of $0.001 per shareIssued and outstanding: nil preferred shares

        

        

        

        Common StockAuthorized: 250,000,000 common shares, with a par value of $0.001 per shareIssued and outstanding: 68,888,200 and 65,344,865 common shares, respectively

        

        68,888

        

        68,888Additional Paid-In Capital

        

        11,010,279

        

        11,010,279Accumulated Deficit During the Exploration Stage

        

        (11,446,958

        )

        (11,299,946

        )Total Stockholders Deficit

        

        (367,791

        )

        (220,779

        )Total Liabilities and Stockholders Deficit

        

        

        

        




Going Concern (Note 1)

Subsequent Event (Note 6)



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



F-2



4







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Statements of Operations

(expressed in U.S. dollars)

(unaudited)





For the Three
Months Ended
March 31,
2010
$

        

        For the Three
Months Ended
March 31,
2009
$

        

        Accumulated from
July 6, 2005 (Date
of Inception) to
March 31,
2010
$Revenue

        

        

        

        

        

        

        

        ExpensesGeneral and Administrative

        

        

        

        675

        

        4,849

        

        4,727,520Impairment of joint venture costs

        

        

        

        

        

        

        

        609,718Impairment of mineral property costs

        

        

        

        

        

        

        

        5,600,000Management fees

        

        

        

        

        

        12,000

        

        67,000Mineral property expenditures

        

        

        

        

        

        

        

        382,377Professional Fees

        

        

        

        22,639

        

        27,250

        

        221,374Total Expenses

        

        

        

        23,314

        

        44,099

        

        11,157,989Other Income (Expenses)Interest Income

        

        

        

        

        

        

        

        1,823Interest and accretion expense

        

        

        

        (123,698

        )

        

        

        (290,792

        )Total Other Income (Expenses)

        

        

        

        (123,698

        )

        

        

        (288,969

        )Net Loss for the Period

        

        

        

        (147,012

        )

        (44,099

        )

        (11,446,958

        )Loss Per Share  Basic and DilutedNet Loss Per Share  Basic and Diluted

        

        

        

        

        

        Weighted Average Shares Outstanding

        

        

        

        68,888,200

        

        65,344,865










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



F-3



5







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Statements of Cash Flows

(expressed in U.S. dollars)

(unaudited)



For the Three
Months Ended
March 31,
2010
$

        

        

        

        For the Three
Months Ended
March 31,
2009
$

        

        

        

        Accumulated from
July 6, 2005 (Date
of Inception) to
March 31,
2010
$Operating ActivitiesNet loss for the period

        

        

        

        (147,012

        )

        

        

        (44,099

        )

        

        

        (11,446,958

        )Adjustments to reconcile net income to
net cash provided by operating activities:Accretion expense

        

        

        

        103,318

        

        

        

        

        

        

        

        241,075Common shares issued for services

        

        

        

        

        

        

        

        

        

        

        

        4,170,452Common shares issued for incentives

        

        

        

        

        

        

        

        

        

        

        

        110,250Impairment of joint venture agreements

        

        

        

        

        

        

        

        

        

        

        

        609,718Impairment of mineral properties

        

        

        

        

        

        

        

        

        

        

        

        5,600,000Changes in operating assets and liabilities:Accounts payable and accrued liabilities

        

        

        

        43,423

        

        

        

        42,667

        

        

        

        84,436Due to related parties

        

        

        

        

        

        

        

        

        

        

        

        9,588Net Cash Used In Operating Activities

        

        

        

        (271

        )

        

        

        (1,432

        )

        

        

        (621,439

        )Investing ActivityInvestment in Joint Venture

        

        

        

        

        

        

        

        (125,000

        )

        

        

        (609,718

        )Net Cash Used in Investing Activity

        

        

        

        

        

        

        

        (125,000

        )

        

        

        (609,718

        )Financing ActivitiesProceeds from related parties

        

        

        

        271

        

        

        

        126,085

        

        

        

        887,217Proceeds from shareholders

        

        

        

        

        

        

        

        

        

        

        

        264,949Proceeds from issuance of common shares

        

        

        

        

        

        

        

        

        

        

        

        83,991Repayment on cancellation of common shares

        

        

        

        

        

        

        

        

        

        

        

        (5,000

        )Net Cash Provided By Financing Activities

        

        

        

        271

        

        

        

        126,085

        

        

        

        1,231,157Increase (Decrease) in Cash

        

        

        

        

        

        

        

        (347

        )

        

        

        Cash  Beginning of Period

        

        

        

        

        

        

        

        347

        

        

        

        Cash  End of Period

        

        

        

        

        

        

        

        

        

        

        

        Supplemental DisclosuresInterest paid

        

        

        

        

        

        

        

        

        

        

        

        Income tax paid

        

        

        

        

        

        

        

        

        

        

        

        Non-cash Investing and Financing ActivitiesCommon shares issued to acquire mineral properties

        

        

        

        

        

        

        

        

        

        

        

        5,600,000


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



F-4



6







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



1.

        Nature of Operations and Continuance of Business




Endeavor Power Corp. (formerly Endeavor Uranium, Inc.) (the Company) was incorporated in the State of Nevada on July 6, 2005 under the name VB Biotech Laboratories, Inc. (VB Labs). On September 21, 2007, the Company filed a Certificate of Amendment with the State of Nevada to change its operating name to VB Trade, Inc. (VB Trade), with principal business operations to develop an online website that allowed web designers to sell their website designs in exchange for a commission on all products that were sold through the website.  On September 21, 2007, the Company entered into a Plan of Merger (the Merger) with Endeavor Uranium, Inc., a mineral exploration company with mineral properties in the northwestern United States. Effectively, the Company changed its name to Endeavor Uranium, Inc. as part of the Merger transaction. On December 23,
2008, the Company entered into a Joint Venture Agreement (the Agreement) with Federated Energy Corporation (Federated), a Tennessee corporation, for working interests in prospective oil and gas wells located in Nowata County, Oklahoma. Effectively on December 23, 2008, the Company changed its operating name to Endeavor Power Corp. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915,Development Stage Entities



These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at December 31, 2009, the Company had a working capital deficit of $207,605 and an accumulated deficit of $11,299,947. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Companys future business. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements
do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



2.

        Summary of Significant Accounting Policies




a)

        Basis of Presentation




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



b)Interim Financial Statements
These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (SEC) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the year ended December 31, 2008, included in the Companys Annual Report on Form 10- filed on April 7, 2008 with the SEC.



F-6



7







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



2.

        Summary of Significant Accounting Policies (continued)




The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Companys financial position at March 31, 2009, and the results of its operations and cash flows for the three month period ended March 31, 2009 and 2008. The results of operations for the period ended March 31, 2009 are not necessarily indicative of the results to be expected for future quarters or the full year.



c)

        Cash and Cash Equivalents




The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2010 and December 31, 2009, the Company had no cash equivalents.



d)

        Use of Estimates




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



e)

        Basic and Diluted Net Income (Loss) Per Share




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



f)

        Comprehensive Loss




ASC 220,Comprehensive Income,establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2009 and 2008, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



F-7



8







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



2.

        Summary of Significant Accounting Policies (continued)




g)

        Foreign Currency Translation


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



h)

        Oil and Gas Properties




The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country by country basis. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such
determination is made the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.



i)

        Oil and Gas Properties (continued)




The Company applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves, based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: (A) The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and
producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus (B) the cost of property not being amortized; plus (C) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less (D) income tax effects related to differences between the book and tax basis of the property.









F-8



9







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



2.

        Summary of Significant Accounting Policies (continued)




For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test.



j)

        Financial Instruments




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.







F-9



10







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



2.

        Summary of Significant Accounting Policies (continued)




k)

        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.



l)

        Recent Accounting Pronouncements




In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.



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



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











F-10





11







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



2.

        Summary of Significant Accounting Policies (continued)




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



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



In June 2009, the FASB issued guidance now codified as ASC 105,Generally Accepted Accounting Principlesas the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Companys financial statements, but did eliminate all references to pre-codification standards.



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













F-11



12







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



3.

        Note Payable




On August 25, 2009, the Company issued a convertible promissory note (the Note) of $826,541 to a related party to settle outstanding debt obligations owing as of the issuance date. Under the terms of the Note, the amount owing is due interest at 10% per annum, is due on August 25, 2011, and is convertible into common shares of the Company at $0.60 per common share at the discretion of the note holder from the date of issuance, or convertible at the discretion of the Company if the trading price exceeds $2.00 per common share over ten consecutive days. Furthermore, the Note includes 500,000 share purchase warrants, where each warrant allows the warrant holder to purchase one additional common share of the Company at $0.90 per common share for a period of three years from the date of issuance, along with an incentive bonus of 75,000 common shares which was paid on July 22,
2009.  In accordance with EITF 00-27,Application of Issue No. 98-5 to Certain Convertible Instruments, the Company determined that the multiple financial instruments issued in the convertible promissory notes resulted in an allocation of the fair value between the convertible note and the share purchase warrants which resulted in a discount on the convertible notes of $826,541 that was recorded against the note payable and a corresponding credit to additional paid-in capital. As at March 31, 2010, the Company has recognized accretion expense of $241,075, which increased the carrying value of the Note to $241,075.



4.

        Share Purchase Warrants




In August 2009, the Company issued 500,000 share purchase warrants with an exercise price of $0.90 per warrant for a period of three years, as part of the convertible loan issued to a related party. The warrants were valued using Black Scholes option pricing model using an expected life of three years, volatility of 117%, and risk-free rate of 1.29%.



During the period ended March 31, 2010, the Company had the following share purchase warrants outstanding:



Number of
Warrants

        Weighted
Average
Exercise Price

        Weighted
Average
Contractual Life (years)

        Aggregate
Intrinsic
ValueBalance  December 31, 2008

        

        Granted

        500,000

        $0.90Balance  December 31, 2009 and March 31, 2010

        500,000

        $0.90

        2.41

        




As at March 31, 2010, the following share purchase warrants were outstanding:



Number of Warrants

        Exercise Price

        Expiry Date500,000

        $0.90

        August 25, 2012500,000






F-12



13







Endeavor Power Corp.

(formerly Endeavor Uranium, Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



5.

        Related Party Transactions




a)

        As at March 31, 2010, the Company owes $9,588 (December 31, 2009 - $9,588) to a director of the Company for financing of day-to-day activities. The amounts owing are unsecured, non-interest bearing, and due on demand.




b)

        As at March 31, 2010, the Company owes $19,517 (December 31, 2009 - $19,246) to a shareholder of the Company for financing of day-to-day activities. The amounts owing are unsecured, non-interest bearing, and due on demand.




6.

        Subsequent Event




In accordance with ASC 855, we have evaluated subsequent events through May 20, 2010, the date of issuance of the unaudited interim consolidated financial statements, and did not have any material recognizable subsequent events.



























F-13

14









ITEM 2.

        MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS




The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently
subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.



HISTORY



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



As VB Trade, Inc., we were engaged in the development of a website that would allow freelance web designers to sell their website designs on our website.  Our goal was to generate revenues by charging a commission of 30% on all products sold through our website.  We intended on becoming a one-stop shopping venue through which customers and freelance web designers could meet in a mutually beneficial fashion.  This business was unsuccessful and was abandoned in September 2007.



On September 21, 2007, Endeavor Uranium, Inc. (Endeavor or the Subsidiary), our wholly-owned subsidiary, merged with us pursuant to the terms of an Agreement and Plan of Merger dated September 20, 2007 (the Merger).  As of September 21, 2007, the effective date of the merger, (i) we were the surviving corporation and the separate existence of Endeavor ceased in accordance with the provisions of the Nevada Revised Statutes; (ii) our Articles of Incorporation continued to be those of the surviving corporation; and (iii) we changed our name to Endeavor Uranium, Inc.



Following the Merger, on November 26, 2007, we acquired the leasehold interests to 12 unpatented mining claims located in Montrose County, Colorado, which consist of 240 acres about 10 miles from Naturita, Colorado, and is known as the Baboon Basin property.  It was subsequently determined in early September 2008 that this property did not contain reserves that were economically recoverable.



On September 5, 2008, our Board of Directors determined that due to our inability to procure viable mining properties in our target areas and our further inability to raise the capital required to continue pursuing leased claims, and based on our then financial condition, we ceased all active exploration in the Baboon Basin and as a result had no right, title or interest to any mining claims whatsoever.   At that time we engaged in further discussions with the owners of potential mining properties in North America, with no success.  As a result, we then began investigating various opportunities in the oil and gas industry.



Relevant thereto, in December 2008 we entered into a Joint Venture Agreement (the Joint Venture Agreement) with Federated Energy Corporation (Federated).  Under the terms of the Joint Venture Agreement, we agreed to provide incremental funding to Federated to be used to fund operations in return for a 51% working interest in certain oil and gas leaseholds located in Nowata County, Oklahoma (the JV Wells) owned by Federated, in exchange for $525,000 in cash to be provided in incremental payments..  In addition to the foregoing,



15







we received a right of first refusal to purchase an additional 51% in all future wells developed by Federated which Federated then owned in exchange for $45,000 per well to be tendered by us to Federated.  This venture did not prove successful.



As of the date of this report we are currently examining other various oil and gas prospects to determine whether we have interest in acquiring the same.  We have had discussions with all of the holders of the relevant oil and gas leases, or with the mineral owners and based upon these discussions we believe that mutually agreeable terms can be reached to allow us to begin production activities.  Our current operations are more fully described under Plan of Operation, below.



RESULTS OF OPERATIONS



Comparison of Results of Operations for the three months ended March 31, 2010 and 2008



During the three months ended March 31, 2010 and 2009, we had no revenues.



General and administrative expenses for the three months ended March 31, 2010 were $23,314, compared to $44,099 for the three months ended March 31, 2009.    The major components of these general and administrative expenses during both times were payments of professional fees applicable to our being a reporting company under the Securities Exchange Act of 1934, as amended.  While we expect our general and administrative expenses will continue to be our largest expense item in the near term, we believe that upon our identifying and beginning development of new oil and gas projects, this expense will comprise a smaller percentage of overall corporate operating costs. Based on the financial models associated with the anticipated acquisition of additional oil and gas properties, we anticipate that more significant cost items will be comprised of acquisition of oil and gas leases,
equipment purchases and facility preparation, and other related costs.  See Liquidity and Capital Resources, below.



On August 25, 2009, we Company issued a convertible promissory note (the Note) of $826,541 to a related party to settle outstanding debt obligations owing as of the issuance date.  Under the terms of the Note, the amount owing is due interest at 10% per annum, is due on August 25, 2011, and is convertible into shares of our Common Stock at a conversion price of $0.60 per share at the discretion of the note holder from the date of issuance, or convertible at our discretion if the trading price of our Common Stock exceeds $2.00 per share over ten consecutive days.  Furthermore, the Note includes 500,000 share purchase warrants, where each warrant allows the warrant holder to purchase one additional share of our Common Stock at $0.90 per common share for a period of three years from the date of issuance, along with an incentive bonus of 75,000 common shares which was paid on July
22, 2009.  As a result, for the three month period ended March 31, 2010, we recognized accretion expense of $123,698.  See Notes to Financial Statements, Note 3.



As a result, we incurred a net loss of $147,012 for the fiscal quarter ended March 31, 2010 (less than $0.01 per share), compared to a net loss of $44,099 for the fiscal quarter ended March 31, 2009 (less than $0.01 per share).



LIQUIDITY AND CAPITAL RESOURCES



As of March 31, 2010, we had no cash or cash equivalents.



Net cash used in operating activities was $(271) for the fiscal quarter ended March 31, 2010, compared to net cash used of $(1,432) for the fiscal quarter ended March 31, 2009.  We anticipate that overhead costs in current operations will increase in the future once we acquire new oil and gas properties, of which there is no assurance.  If and when we conclude an acquisition we anticipate that we will incur a noticeable increase in operating costs, as well as professional fees, including legal and accounting, as we initiate fundraising activities in connection with the costs associated with any acquisition.  Further, we anticipate additional professional expenses including geologic and engineering reports.



16







In advance of confirmation of funding sources and commitments, we are unable at this time to accurately estimate our general and administrative costs as these will be subject to significant change once operations are initiated.



Cash flows provided or used in investing activities were $-0- for the fiscal quarter ended March 31, 2010 and $(125,000) during the three months ended March 31, 2009.  Cash flows provided or used by financing activities were $271 for the fiscal quarters ended March 31, 2010 and $126,085 during the three months ended March 31, 2009.



On August 25, 2009, we issued a convertible promissory note (the Note) of $826,541 to Regal Capital Development Inc. (Regal) to settle outstanding debt obligations owing as of the issuance date.  Under the terms of the Note, the amount owing is due interest at 10% per annum, is due on August 25, 2011, and is convertible into shares of our Common Stock at a price of $0.60 per share at the discretion of the note holder from the date of issuance, or convertible at our discretion if the trading price of our Common Stock exceeds $2.00 per common share over ten consecutive days.  Furthermore, the Note includes 500,000 share purchase warrants, where each warrant allows the warrant holder to purchase one additional share of our Common Stock at an exercise price of $0.90 per share for a period of three years from the date of issuance, along with an incentive bonus
of 75,000 common shares which were issued on July 22, 2009.



Depending on the measure of success we are able to achieve in our fund-raising efforts, we anticipate that the fiscal year following the initiation of the new business enterprise will result in significant negative cash flow which will be serviced by new capital that we intend to raise.  Subject to a number of factors, including, but not limited to, prevailing market conditions, interest rates, and the time it takes to secure the necessary development capital, we anticipate that we can become cash-flow positive by the fourth quarter of its first year of funded operations.  However, no assurances can be provided that we will become cash flow positive within the time parameters referenced herein, or at all.



We currently have no available capital.  We are not generating revenue from our operations and our ability to engage in a new oil and gas acquisition will depend on the future availability of financing. We intend to raise funds through private placements of our common stock and through short-term borrowing. We estimate that we will require a minimum of $1-2 million million in debt and/or equity capital to fund our next acquisition and begin operating and/or drilling activities and there are no assurances that we will be able to raise this capital.  While we have engaged in discussions with various investment banking firms, venture capitalists and other groups to provide us these funds, as of the date of this report we have not reached any agreement with any party that has agreed to provide us with the capital necessary to effectuate our new business plan or otherwise enter into a
strategic alliance to provide such funding.  Our inability to obtain sufficient funds from external sources when needed will have a material adverse affect on our plan of operation, results of operations and financial condition.



Our cost to continue operations as they are now conducted is nominal, but these are expected to increase once additional personnel are hired.  We do not have sufficient funds to cover existing operations or the anticipated increase in these expenses. Current operating costs are expected to be provided by loans from our current shareholders until such time as we are able to secure additional financing, of which there is no assurance.  These funds are expected to be utilized for general and administrative expenses and to initiate due diligence activities on proposed acquisition properties.  At this time we have no other resources on which to get cash if needed without their assistance.  As of the date of this report no decision has been made regarding the terms of these prospective new loans from shareholders.



PLAN OF OPERATION



As an independent oil and gas company engaged in the acquisition, development, production and exploration of oil and gas properties located primarily in North America, our primary objective is to increase shareholder value.  To accomplish this objective, our business strategy remains focused on the following:



Further Exploitation of Existing Properties.We seek to add proved reserves and increase production through the use of advanced technologies, including detailed reservoir engineering analysis, drilling development



17







wells utilizing sophisticated techniques and selectively recompleting existing wells.  We will also focus on reducing the operating costs associated with our properties.  We believe that the properties we have acquired have significant potential and in certain cases have not been actively developed in the past.



Property Portfolio Management.We will evaluate our property base to identify opportunities to divest non-core, higher cost or less productive properties with limited development potential.  This strategy allows us to focus on a portfolio of core properties with significant potential to increase our proved reserves and production.



Pursuit of Strategic Transactions.We continue to review opportunities to acquire producing properties, leasehold acreage and drilling prospects.  We seek negotiated transactions to acquire operational control of properties that we believe have significant exploitation and exploration potential.  Our strategy includes a significant focus on increasing our holdings in fields and basins in which we already own an interest.  See New Prospects, below.



Maintenance of Financial Flexibility.We believe we should be structured and financed so that internally generated cash flows cover all operating expenses, general and administrative expense and interest expense; that drawn borrowing capacity should be used for lower risk development expenditures; and that the capital markets should be used to fund acquisitions of producing properties and leasehold acreage and to fund higher risk development and exploration activities.



Strategic Alignment.We have secured through the alignment with our strategic partnerships a unique ability to analyze and operate both our existing properties and future potential acquisitions.  When our domestic production has reached a critical mass, we plan to re-evaluate the suitability of adding an exploratory and/or international component to our strategy.



Risk Management.We have used commodity price derivatives in the past to reduce our exposure to price fluctuations and reserves the right to do so in the future, if management believes that such derivatives will improve the balance between risk and rewards.



As of the date of this report we are currently examining various oil and gas prospects to determine whether we have interest in acquiring the same.  We have had discussions with all of the holders of the relevant oil and gas leases, or with the mineral owners and based upon these discussions we believe that mutually agreeable terms can be reached to allow us to begin production activities.  In order of our current interest, these properties include:





        Padre Island.  This property consists of approximately 60 acres and involves a workover of four (4) wells, as well as drilling additional wells.  Well depth is approximately 1700 feet.  Costs of drilling new wells are estimated to be approximately $100,000 per well.  Costs associated with the reworking of existing wells is estimated to be approximately $50-75,000 per well, plus the cost of renting a
compressor.  This property already has an existing pipeline in place that runs between Padre Island and the mainland.  This pipeline is also utilized by other oil and gas companies.  The wells to be reworked last produced natural gas in 2002-2003.  The pipeline will require additional reworking, at an estimated cost of approximately $100,000.  Operating costs are estimated at $20,000 per month.  Based upon our initial discussions, this prospect is considered our primary objective as of the date of this report.  Additional due diligence is required.






        Wilcox Prospect, Apple Grove, Mississippi.  This prospect consists of three or four possible drilling locations.  Each proposed well will cost approximately $500,000 through completion.  Engineering and geologic estimates indicate the possible recovery of 700,000 net barrels.  Additional offset locations are also available.






        Palacious, Texas.  This prospect is for the drilling and development of up to 7 deep wells.  Each well will cost approximately $12-15 million to drill to a depth of 10-15,000 feet.  Cost of the lease is estimated to be approximately $180-200,000.  Because of the costs involved it is unlikely that this prospect will be our next venture.




18









        Hainsville, Louisiana.  This is a dry gas play that includes gas and concentrate.  Development will require fracing into shale, with a 10 stage frac, each stage to cost approximately $150-180,000.  Cost of development is estimated at $5,000,000 for each well.  The most significant risk to this prospect is mechanical. Again, because of the costs involved it is unlikely that this prospect will be considered
for our next venture.




CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Critical accounting estimates The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions 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. Actual results may
differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.



Leases We follow the guidance in SFAS No. 13 Accounting for Leases, as amended, which requires us to evaluate the lease agreements we enter into to determine whether they represent operating or capital leases at the inception of the lease.



Stock-based compensationEffective January 1, 2006, we adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 123R, Share Based Payment.  SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.  That cost is recognized on a straight-line basis over the employee service period (usually the vesting period).  That cost is measured based on the fair value of the equity or liability instruments issued using the Black-Scholes option pricing model.



INFLATION



Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the three month period ended March 31, 2010.



OFF-BALANCE SHEET ARRANGEMENTS



We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.



ITEM 3.

        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.



19







ITEM 4T.CONTROLS AND PROCEDURES.



DISCLOSURE CONTROLS AND PROCEDURES



Disclosure Controls and Procedures-Our management, with the participation of our Chief Executive Officer/Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report.



These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO/CFO to allow timely decisions regarding required disclosure.



Based on this evaluation, our CEO/CFO has concluded that our disclosure controls and procedures were effective as of March 31, 2010, at reasonable assurance levels.  We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.



Inherent Limitations-Our management, including our Chief Executive Officer/Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.



Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the period ended March 31, 2010, which were identified in conjunction with managements evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:





        Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;






        Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and






        Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the companys assets that could have a material effect on the financial statements.




20









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



Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2010.  In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



Based on an assessment carried out May 20-21, 2010, management believes that, as of March 31, 2010, our internal control over financial reporting was effective.



PART II.

OTHER INFORMATION



ITEM 1.

        LEGAL PROCEEDINGS




None



ITEM 1A.

        RISK FACTORS




We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.



ITEM 2.

        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




None




ITEM 3.

        DEFAULTS UPON SENIOR SECURITIES




None



ITEM 4.

        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




None



ITEM 5.

        OTHER INFORMATION




None



ITEM 6.

        EXHIBITS




Exhibit No.

        Description31.1

        Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

        Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232

        Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002






21







SIGNATURES



Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated:  May 21, 2010

        ENDEAVOR POWER CORP.


By:/s/ Richard O. Weed
Richard O. Weed, Chief Executive Officer
And Chief Financial Officer






22