13 Nov Endeavor Power Corp (EDVP) – getting ready for round 2?
Endeavor Power Corp (EDVP) was a pump&dump back in 2009. A 1:100 reverse split, 140,000,000 shares issued towards old debts at $.006/share, and 90,375,750 shares issued to acquire an Edward W Withrow III company later and EDVP looks ready for a brand spanking new pump&dump in the not too distant future.
A Brief Timeline for the EDVP shell - paid promotion #1
EDVP went public as VB Trade Inc with the help of a famous Vancouver P&D legal firm Clark Wilson LLP back on March 5, 2007.
5,000,000 founder shares were issued to Avi Friedman and Ray Primack for service rendered (2,500,000 shares each)
789,200 shares were sold to seed shareholders for $.10/share
After going public, a change of control took place. Marvin Mitchell took over and Friedman and Primack resigned.
Mitchell's first act was a name change to Endeavor Uranium Inc and a 65:1 forward split on 10/05/07 turning those 789,200 seed shareholder shares into 51,298,000 shares to be dumped during a future paid promotion. The 5,000,000 shares owned by the former directors were cancelled.
In November of 2007, EDVP issued 10,000,000 shares of stock for the rights to acquire a couple of mineral claims that they could not afford. Those properties were eventually dropped.
Around this same time Luis Carrillo (then with SteadyLaw Group) took over as the legal counsel for the EDVP shell.
Marvin Mitchell stepped down in April of 2008 and Terrence Heard took over as the CEO.
Terrence Heard stepped down in September of 2008 and Bertha Cruz took over as the CEO.
Bertha Cruz stepped down in October of 2008 and Jennifer Karlovsky took over as the CEO.
At this time during a board meeting held in Luis Carrillo's office a decision was made to change the name of the shell to Endeavor Power Corp. By this time Luis Carrillo was now with Carrillo Huettel LLP. In the DEF14A filing for the name change we are given a partial list of who controls some of the free trading stock that will get dumped in the upcoming paid promotion. Unfortunately some of the entities are anonymous.
To prepare for the upcoming paid promotion, EDVP signed a new joint venture agreement that they couldn't afford in December of 2008.
In February of 2009, Jennifer Karlovsky stepped down and Brandon Toth (TNOG, RRRI, DKGR) and Harry Lappa (NSRS, RARS, NTRO, BBRE) took over as the officers/directors of the shell.
Much of the share ownership was shifted into foreign accounts located in Panama, the Bahamas, and Switzerland.
All the pieces were now in place for a paid promotion.
Throughout most of the rest of 2009 and part of 2010, EDVP was promoted on and off. One of the EDVP promoters, Geoffrey Eiten recently showed up in SEC litigation. Endeavor Power Corp was named in that litigation. See the Complaint here. Another promoter used to pump EDVP was the Natural Contrarian (Scott Fraser). Scott Fraser has also shown up in past SEC litigation.
In December of 2009, Lappa and Toth left and Brent Wilder became the new CEO.
In May of 2010, Brent Wilder stepped down and Richard O. Weed became the new CEO. Richard Weed is the head of Weed & Co. legal counsel out of Newport Beach, CA.
All of the insider owned shares must have been diluted by the fall of 2010, because on August 16, 2010, EDVP did a 1:100 reverse split to reset the shell to be used again for a future insider enrichment scheme.
Setting the shell up for the next paid promotion
On August 25, 2009, EDVP signed an $826,541.38 Promissory Note with Regal Capital Development Inc. Regal Capital Development Inc was an early EDVP shareholder owning stock as far back as 2008. The funny part is that Luis Carrillo mixed up the name of the entity signing the Note with Regal Capital Development Inc and accidentally put Ethos Environmental Inc which was another Luis Carrillo shell trading under the symbol ETEV.
In September of 2010 just days after the 1:100 reverse split, Regal Capital Development Inc was issued 140,000,000 shares at $.006/share to help retire most of the debt. That was a huge discount to the market price which was trading at around $.75/share at this time.
"On September 20, 2010, the Company issued 140,000,000 common shares to settle outstanding notes payable of $500,000 resulting in a loss on settlement of debt of $3,116,667. Per the convertible note agreement the Company was to convert the debt at $0.006 per share (post split) for a total issuance of 83,333,333 shares. The additional 56,666,667 shares were issued at the closing price of the stock on the day of issuance resulting in the $3,166,667 loss."
A big chunk of those 140,000,000 shares went to an entity called Mandalay Ventures LLC which I am nearly certain is controlled by Matthew Carley.
In November of 2010, Richard Weed left and Alfonso Knoll became the new CEO.
In May of 2011 Alfonso Knoll left and Matthew Carley became the new CEO.
In November of 2011, Matthew Carley left and Tom MacKay became the new CEO.
EDVP also issued 10,000,000 shares for consulting services rendered to Warren Musser. Warren Musser had just signed the consulting agreement in February of 2011. With a market value of $1,800,000 that was quite the pay check for just a few months worth of consulting services.
That put the share count up to 151,063,198 at the end of 2011 where it would stay until just a few days ago.
The EDVP shell went very quiet during the first 10 months of 2012. No 10K was ever filed and an 'E' was added to the EDVP ticker in April of 2012.
In July of 2012, Tom MacKay stepped down and Gardner Williams became the new CEO of EDVP. No 8k was ever filed for the event.
"On July 23, 2012, Mr. Tom Mackay resigned from all positions with the Company. The Board of Directors of the Company accepted the resignation of Mr. Mackay, and accepted the appointment of Mr. Gardner Williams as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director."
On October 8, 2012, the EDVP Nevada business entity was reinstated after having gotten revoked on July 31, 2012.
Finally between November 5 - November 8, EDVP did all the financial reports they had failed to file during the first 10 months of 2012 getting back in good reporting status with the SEC.
Those financial reports disclosed that on November 1, 2012, Gardner Williams did a share exchange with Parallax Diagnostic Inc - a company controlled by Edward W Winthow III.
"On November 1, 2012, the Company, and its wholly owned subsidiary Endeavor Holdings, Inc. (“Endeavor Holdings”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parallax Diagnostics, Inc, a Nevada corporation (“Parallax”) and the shareholders of Parallax (the “Parallax Shareholders”), whereby Endeavor Holdings acquired 24,870,000 shares of common stock (100%) of Parallax (the “Parallax Stock”) from the Parallax Shareholders. In exchange for the Parallax Stock, the Company issued 90,375,750 shares of its common stock to the Parallax Shareholders at par value $.0001, representing approximately 60% of the Company’s total issued and outstanding shares.
As a result of the Merger Agreement, i) the Company intends to continue the Parallax operations as its primary business; and ii) there was a change in control of the Company, whereby Parallax became the controlling entity as recorded in the Articles of Merger filed with the Secretary of State of Nevada effective November 6, 2012. Parallax is a development stage company whose principal line of business is in the bio-medical sector. More specifically, Parallax is focused on the exploitation of a proprietary diagnostic and monitoring platform and processes in the area of infectious disease."
Other recent Edward W Withrow III shells recently promoted
In August, PRTN was used for an AwesomePennyStocks paid promotion. The promotion started at the exact same time that a company controlled by Edward W Withrow III and his group of insiders called Eaton Scientific Systems Ltd was acquired by PRTN for 25,000,000 shares.
See our PRTN research report here.
Just recently AZFL also became a promoted stock. AZFL has been an entity controlled by Edward W Withrow III and his group of insiders for a long time, but only recently change direction with its business operations issuing 180,000,000 shares towards debt in the process.
See our AZFL research report here.
One of those insiders that received shares in both AZFL and PRTN was Gardner Williams. Gardner Williams became the latest in a long line of EDVP CEOs.
Even before PRTN and AZFL, Edward W Withrow III was involved with EGCT and CGMO. See our PRTN report for more information about those 2 tickers.
More information about Parallax Diagnostic Inc
Parallax Diagnostic Inc is a company controlled by Edward W Withrow III
Parallax Diagnostic Inc has been doing public filings since September of 2010. Originally the entity was known as ABC Acquisition Corp then on January 5, 2011, ABC Acquisition Corp did a share exchange with Parallax Diagnostic Ltd and changed its name to Parallax Diagnostic Inc.
According to the most recent 10Q filed by Parallax Diagnostic Inc in August of 2012, Parallax has yet to make any revenues because of some kind of deferred revenue/licensing agreement they have with Montecio Bio Sciences Ltd. Most of the Parallax assets are intangible assets.
The old EDVP website now redirects to the Parallax Diagnostic Inc website which is being updated to now include the Endeavor Power Corp name.
Summing it all up
EDVP is a dirty shell that still has many of the same players from the past involved (Carrillo Huettel and Matthew Carley), but has recently added another group with a history of pump&dump experience in Edward W. Withrow III, Gardner Williams, Calli Bucci, Kyle Withrow, Samuel Brown, and others connected to this group.
The EDVP outstanding share count is approximately 241,439,648 shares outstanding including:
140,000,000 shares issued towards debt at $.006/share mostly controlled by Matthew Carley
10,000,000 shares issued towards a fishy consulting agreement to Warren Musser
90,375,750 shares controlled by Edward W Withrow III and his group of insiders
There is plenty of reason to believe that EDVP could become a paid promotion in the near future. Since we have the same group of insiders now involved with EDVP that is also involved in PRTN and AZFL, there is a possibility EDVP could become another PRTN, but there is a possibility EDVP could become another AZFL too. I expect that EDVP will eventually be promoted by somebody. The involvement of Edward W Withrow III makes me very certain of that. EDVP is now on our list of tickers to watch for a future paid promotion.