UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2009~~2010 OR

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

COMMISSION FILE NUMBER 001-31433

ENDEVCO, INC.
(Exact name of registrant as specified in its charter)

Texas		74-2142545
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Three Riverway, Suite 825, Houston, TX 77056

(Address of principal executive offices, including zip code)

(713) 977-4662

(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act

None

Securities registered pursuant to 12(g) of the Exchange Act

Common Stock, no par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ]No[ ].

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

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ].

The number of shares outstanding of the registrant's common stock as of ~~September~~May 301, ~~2009~~2010 was 7087,~~971~~077,~~647~~774.

ENDEVCO, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
SEPTEMBER 30, 2009
MARCH 31, 2010
PART I - FINANCIAL INFORMATION
	ITEM 1. Financial Statements
		Consolidated Balance Sheets - September 30, 2009 (Unaudited) and December 31, 2008	3
		Consolidated Balance Sheets - March 31, 2010 (Unaudited) and December 31, 2009	3
		Consolidated Statements of Operations (Unaudited) - Three and Nine Months Ended September 30, 2009 and 2008	4
		Consolidated Statements of Operations (Unaudited) - Three Months Ended March 31, 2010 and 2009	4
		Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 2009 and 2008	5
		Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2010 and 2009	5
		Notes to Consolidated Financial Statements (Unaudited)	6-87
	ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		98-1413
	ITEM 3. Controls and Procedures		1514
PART II - OTHER INFORMATION
	ITEM 1 through ITEM 6		1614-1715
SIGNATURES AND CERTIFICATIONS			1816-2220

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EnDevCo, Inc. and Subsidiaries
Consolidated Balance Sheets
September 30, 2009 Compared to December 31, 2008
March 31, 2010 and December 31, 2009
				09/30/2009	12/31/2008
				2010 (Unaudited)	2009 (Audited)
				(Unaudited)
ASSETS
Current Assets
	Cash			$ 13(1,~~048~~171)	$ 46(7,~~391~~288)
	Accounts receivable			4139,~~815~~401	~~111~~36,~~676~~303
	Accounts receivable - Joint			3,339	3,~~615~~339
	Accounts receivable - Other			--40,639	~~163~~33,~~329~~030
	Prepaid expense			73,~~664~~069	3,~~069~~068
		Total Current Assets		6585,~~866~~276	~~328~~68,~~080~~453
Property and Equipment
	Oil and gas properties and equipment under full cost method			24,~~122~~112,273	24,~~123~~112,~~599~~273
	Less accumulated depreciation depletion and amortization			(1,~~335~~345,~~479~~318)	(1,~~227~~335,~~521~~479)
		Net Property and Equipment		22,~~776~~766,~~795~~955	22,~~896~~776,~~078~~795
			Total Assets	$ 22,~~842~~852,~~661~~231	$ 2322,~~224~~845,~~158~~247
				==========	==========
LIABILITIES
Current Liabilities
	Accounts payable			$ 4,~~846~~895,~~766~~556	$ 4,~~728~~863,~~580~~933
	Accrued liabilities			12,~~767~~040,~~589~~738	1,~~114~~808,~~616~~027
	Revenue payable			43,352	55,657
	Hedging liability			--	--
	Taxes payable			421,682	376,624
	Revenue payable			47,778	45,986
	Payable to related party			4,778,614	4,556,054
	Taxes payable			467,539	455,879
	Note payable - GasRock			14,554,877	13,423,221
	Payable to related party			18,393	643
	Note payable - related party			1,~~813~~313,224	1,~~813~~313,224
		Total Current Liabilities		28,226,104	26,067,976
	Notes payable - current			15,642,041	15,064,950
		Total Current Liabilities		24,425,268	23,552,642
Long-Term Liabilities
	Common stock issuance liability			--	354,635
		Total Long-Term Liabilities		--	--
		Total Long-Term Liabilities		--	354,635
		Total Liabilities		24,425,268	23,552,642
		Total Liabilities		28,226,104	26,422,611
DEFICIT
Stockholders' Deficit
Stockholder's Deficit
Preferred Stock
	10,000,000 shares authorized, $0.01 par value,
		no shares outstanding		--	--
		No shares outstanding		--	--
Common Stock
	500,000,000 shares authorized, without par value
		70,971,647 shares outstanding September 30, 2009 and
		87,077,774 shares outstanding March 31, 2010 and
		70,329,239 shares outstanding December 31, 2008		43,769,892	43,315,408
		86,462,107 shares outstanding December 31, 2009		49,467,168	49,374,818
Additional Paid in Capital				6,826,682	6,826,~~373~~682
Retained Deficit				(5860,~~980~~866,~~017~~887)	(5659,~~340~~908,~~234~~895)
	Total Stockholders' Deficit			(84,~~383~~573,~~443~~037)	(63,~~198~~707,~~453~~395)
Non-controlling Interest				3,000,000	3,000,000
	~~Total Deficit~~	Total Deficit		(51,~~383~~573,~~443~~037)	(3707,~~198,453~~395)
			Total Liabilities, Minority Interest and Stockholders' Deficit	$ 22,842,661	$ 23,224,158
			Total Liabilities and Deficit	$ 22,852,231	$ 22,845,247
				==========	===========

The accompanying notes are integral part of the consolidated financial statements.

EnDevCo, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2009 and 2008
(Unaudited)
(Unaudited)
			Three Months Ended March 31,
			For the Three Months Ended		For the Nine Months Ended
			2010	2009
			September 30,		September 30,
Revenues
			2009	2008	2009	2008
	Oil Sales		$ 64,790	$ 129,613
Revenues
	Gas Sales		99	81
	Oil Sales		$ 112,816	$ 862,927	$ 441,462	$ 2,441,850
	Pipeline Transmission		--	1,255
	Gas Sales		223	150,584	836	260,970
Total Revenues			64,889	130,949
	Pipeline Transmission		39	5,667	1,816	10,627
Cost of Revenues
Total Revenues			113,078	1,019,178	444,114	2,713,447
	Lease Operating Cost		25,941	59,590
Cost of Revenues
	Production Taxes		4,834	9,330
	Lease Operating Cost		27,859	110,551	123,182	564,055
	Depletion		9,839	43,600
	Production Taxes		10,044	73,194	34,723	194,675
Total Cost of Revenues			40,614	112,520
	Depletion		23,636	114,594	107,958	343,783
Gross Profit			24,275	18,429
Total Cost of Revenues			61,539	298,340	265,863	1,102,514
Costs and Expenses
Gross Profit			51,539	720,838	178,251	1,610,933
	General and administrative		173,353	121,084
Costs and Expenses
	Salaries and wages		230,000	355,245
	General and Administrative		64,809	260,211	472,973	676,708
	Shareholder services		--	265
	Salaries and Wages		230,000	37,500	690,000	433,500
Total Costs and Expenses			__ 403,353	__ 476,594
	Shareholder Services		--	(22,373)	265	8,003
Loss from Operations			$ (379,078)	$ (458,165)
Total Costs and Expenses			294,809	275,339	1,163,238	1,118,211
Other Income and (Expenses)
Net Income (Loss) from Operations			$ (243,270)	$ 445,499	$ (984,987)	$ 492,722
	Interest and other income		--	3
Other Income and (Expenses)
	Hedging income (loss)		--	--
	Interest and Other Income		--	136,834	5	336,859
	Interest expense		(578,914)	(550,375)
	Hedging Activity		--	3,079,649	--	(1,253,782)
		Total Other Income(Expenses)	$__ (578,914)	$__ (550,372)
	Shareholder Roundup Expense		--	--	--	(2,435,960)
		Net Loss	$ (957,991)	$ (1,008,537)
	Interest Expense		(552,572)	(190,684)	(1,644,108)	(1,607,415)
			==========	==========
		Total Other Income(Expenses)	$ (552,572)	$ 3,025,799	$ (1,644,103)	$ (4,960,298)
Basic and Diluted Loss Per Common Share			$ _ (0.01)	$ _ (0.01)
		Net Loss	$ (795,842)	$ 3,471,298	$ (2,629,090)	$ (4,467,576)
Weighted average number of common
			==========	==========	==========	==========
	shares used in basic and diluted
Basic and Diluted Loss Per Common Share			$ (0.01)	$ 0.05	$ (0.04)	$ (0.09)
	loss per share calculations		86,923,857	70,652,758
Weighted average number of common
			==========	==========
	shares used in basic and diluted
The accompanying notes are integral part of the consolidated financial statements.
	loss per share calculations		70,971,647	72,031,457	70,789,425	51,110,972
			==========	==========	==========	==========
The accompanying notes are integral part of the consolidated financial statements.

EnDevCo, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
			Nine Months Ended
(Unaudited)
			September 30,
			Three Months Ended March 31,
			(Unaudited)
			2010	2009
			2009	2008
Cash Flows from Operating Activities
Net Loss			$ (2957,~~629,090~~991)	$ (41,~~467~~008,~~576~~537)
Adjustments to Reconcile Net Loss to Net Cash
	Provided by operating activities:
		Amortization of loan fees	41,078	104,634
		Issuance of stock for services	--	7,500
		Issuance of Stock for Consulting	48,386	618,725
		Issuance of stock for salaries	92,350	92,350
		Issuance of stock for shareholder roundup	--	~~2,435,960~~--
		Depletion	~~107~~9,~~958~~839	~~343~~43,~~783~~600
		Hedging activity	--	307,568
		Amortization of debt discount	--	30,809
		Hedging activity	--	--
	Changes in assets and liabilities:
		Accounts receivable	69(3,~~861~~097)	~~(175~~75,~~225)~~087
		Accounts receivable - joint interests	~~276~~--	~~3,724~~277
		Accounts receivable - other	~~163~~(7,~~329~~608)	23163,~~636~~329
		Cash overdraft	--	(27,538)
		Revenue payable	1,792	12,524
		Prepaid expenses	(4,595)	--
		Accounts payable	31,623	28,574
		Revenue payable	(12,305)	85,827
		Accrued liabilities	232,711	185,945
		Accounts payable	118,186	1,886,523
		Taxes payable	11,660	36,905
		Accrued liabilities	652,973	433,082
		Payable to Related Party	_ _ 17,750	_ _ 43,133
		Taxes payable	45,058	101,886
Net Cash Provided (Used by) by Operating Activities			(570,973)	(288,504)
		Other	--	1,761
		Payable to related party	222,560	3,872,655
Net Cash Provided (Used by) by Operating Activities			(1,176,325)	5,549,425
Cash Flows from Investing Activities:
Purchase oil and gas property			~~11,326~~_ _ --	~~(5,417,699)~~_ _ 631
Liabilities related to oil and gas property acquisitions			--	--
Net cash Used by Investing Activities			--	631
Net cash Used by Investing Activities			11,326	(5,417,699)
Cash Flows from Financing Activities:
	Notes payable advances		1577,~~131,656~~091	24258,~~464~~878
Net Cash Provided (Used) by Financing Activities			1,131,656	24,464
	Notes payable payments		_ _ _ _ --	_ _ _ _ --
Net Change in Cash			(33,343)	156,190
Net Cash Provided (Used) by Financing Activities			_ 577,091	_ 258,878
Net Change in Cash			6,118	(28,995)
Cash and cash equivalents
Cash Balance, Begin Period			46(7,~~391~~288)	146,~~135~~391
Cash Balance, End Period			$ 13(1,~~048~~171)	$ ~~157~~17,~~325~~396
			==========	==========
			===========	==========
Supplemental Disclosures:
	Cash paid for Interest		~~494~~$ 1,~~943~~823	1$ 506,~~438,072~~300
	Conversion of preferred shares		--	68,701
	Stock issued for obligations		$ 0	$ 354,635
	Stock issued for services and debt settlement		48,386	1,829,208

The accompanying notes are integral part of the consolidated financial statements.

EnDevCo, Inc. and Subsidiaries Notes to Consolidated Financial Statements ~~September~~MARCH 3031, ~~2009~~2001

NOTE 1 - Summary of Significant Accounting Policies

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information from the Company's financial statements for the year ended December 31, ~~2008~~2009 included on the Company's Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended ~~September~~March 3031, ~~2009~~2010 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2009~~2010.

Basis of Presentation -- EnDevCo, Inc. was originally incorporated under the laws of the State of Texas on November 7, 1980 as Roberts Oil and Gas, Inc. On September 30, 2003, the Company filed a Restated Articles of Incorporation with the Secretary of State of the State of Texas to change its name to EnDevCo, Inc. Principles of Consolidation -- The consolidated financial statements include the accounts of EnDevCo, Inc. and its subsidiaries, EnDevCo Eureka LLC, Superior Stock Transfer, Inc., EnDevCo Minerals, Inc., EnDevCo Refining Corporation, Africa Energy Group, Inc., Ouachita Gas Company, EnDevCo Colombia S.A. and EnDevCo Eureka del Peru S.A.C. (the Company). All material inter-company balances and transactions have been eliminated in consolidation. All subsidiaries except EnDevCo Eureka LLC and Superior Stock Transfer, Inc. (the Company's transfer agent) are inactive.

~~Principles~~Cash ofand ~~Consolidation~~Cash Equivalents -- The ~~consolidated~~Company ~~financial~~considers all highly ~~statements~~liquid ~~include~~investments ~~the~~with ~~accounts~~a maturity of ~~EnDevCo,~~three ~~Inc.~~months ~~and~~or ~~its~~less ~~subsidiaries,~~when ~~EnDevCo~~purchased to ~~Eureka~~be ~~LLC,~~cash ~~Superior Stock Transfer, Inc~~equivalents.~~, EnDevCo Minerals, Inc., Ouachita~~ ~~Gas~~Fair ~~Company,~~value ~~EnDevCo~~of ~~Colombia~~financial ~~S.A.~~instruments ~~and~~- ~~EnDevCo~~Management ~~Eureka~~estimates ~~del~~that ~~Peru S.A.C. (~~the ~~Company).~~carrying ~~All~~value ~~material~~of ~~inter-company~~financial ~~balances~~instruments ~~and~~reported ~~transactions have been eliminated~~ in ~~consolidation.~~ ~~All~~the ~~subsidiaries~~financial ~~except~~statements ~~EnDevCo Eureka LLC and Superior Stock~~approximates ~~Transfer,~~their ~~Inc.~~fair ~~(the Company's transfer agent) are inactive~~values.

Cash and Cash Equivalents -- The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments - Management estimates that the carrying value of financial instruments reported in the financial statements approximates their fair values.

Oil and Gas Properties -- The Company follows the full cost method of accounting for its oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Depletion of oil and gas properties is computed using all capitalized costs and estimated future development and abandonment costs, exclusive of oil and gas properties not yet evaluated, on a unit of production method based on estimated proved reserves.

Depletion expense for the ~~nine~~three months ending ~~September~~March 3031, ~~2009~~2010 was $~~107~~9,~~958~~839. Depletion expense for the ~~nine~~three months ending ~~September~~March 3031, 2009 ~~2008~~ was $~~343~~43,~~783~~600.

Income Taxes -- The Company accounts for income taxes pursuant to the asset and liability method of computing deferred income taxes. Deferred tax assets and liabilities are established for the temporary differences between the financial reporting bases and the tax bases of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. When necessary, valuation allowances are established to reduce deferred tax assets to the amount expected to be realized.

Loss Per Share -- Basic loss per share is computed by dividing the loss by the weighted average number of common shares outstanding. Diluted loss per share is computed using the weighted average number of common shares and the dilutive securities outstanding. Dilutive securities having an anti-dilutive effect on diluted loss per share are excluded from the calculation.

Diluted loss per share is computed using the weighted average number of common shares and the dilutive securities outstanding. Dilutive securities having an anti-dilutive effect on diluted loss per share are excluded from the calculation. Use of Estimates -- Management uses estimates and assumptions in preparing financial ~~financial~~ statements. Those estimates and assumptions affect the amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

EnDevCo, Inc. and Subsidiaries Notes to Consolidated Financial Statements ~~September~~MARCH 3031, ~~2008~~2010

NOTE 2 - Stockholders' Equity

The Board of Directors passed a Corporate Resolution that reads, "Pursuant to and in accordance with Article 2.13 of the Texas Business Corporation Act of the State of Texas the Company does hereby certify that, pursuant to the authority conferred on the Board of Directors by the Articles of Incorporation of the Corporation, and pursuant and in accordance with Article 2.13 of the Texas Business Corporation Act of the State of Texas, said Board of Directors, pursuant to unanimous written consent dated December 9, 2002, duly adopted a resolution providing for the authorization and issuance of 5,000,000 shares of Series A Convertible Preferred Stock, $0.01 par value per share (the Series A Preferred Stock)". At the annual shareholders meeting held on October 15, 2004, the shareholders approved an increase in the total number of authorized Series A convertible preferred shares with a $0.01 par value to 10,000,000. Since April 20, 2008 there have ~~been~~bee no preferred shares outstanding. During the quarter ended June 30, ~~2009~~2008 no shares of preferred stock were issued. On March 10, 2008, the Company effected a 1 for 100 reverse stock split of its common stock. The weighted average number of common shares outstanding reflected in the statements of operations and the loss per share have both been restated to reflect the reverse stock split.

On March 10, 2008, the Company effected a 1 for 100 reverse stock split of its common stock. The weighted average number of common shares outstanding reflected in the statements of operations and the loss per share have been restated to reflect the reverse stock split.

NOTE 3 - Note Payable - GASROCK CAPITAL LLC

The Company entered into an advancing term credit agreement for $30,000,000 on April 13, 2006 through its subsidiary EnDevCo Eureka, LLC with GasRock Capital, LLC to fund the purchase of the Short Junction Field in Cleveland County Oklahoma. This agreement was increased to $50,000,000 on April 2, 2007. The balance at ~~September~~March 3031, ~~2009~~2010 was $1415,~~554~~642,~~887,~~041 ~~net of debt discount of $10,276,~~ and the Company paid interest of $~~494~~1,~~943~~823 ~~for~~during the ~~nine~~quarter ~~month period~~ ended ~~September 30~~March 31, ~~2009~~2010. The note is secured by all of EnDevCo Eureka's assets and certain personal assets owned by Chris A. Dittmar, CEO of the Company. EnDevCo Eureka's assets are cross-collateralized on a $3,469,000 loan made by GasRock Capital, LLC to Alliance Energy Corporation, a related party. This loan is currently in default, with interest only payments being made.

On April 9, 2008, GasRock delivered to the Company a Notice of Events of Default and Unmatured Events of Default ("Default Notice") under the Credit Agreement. Due to these claimed Events of Default, interest under the Credit Agreement began accruing at the Default Rate of 15% and 100% of EnDevCo's Net Revenues were applied to Debt Service and other Obligations as of April 9, 2008. On April 16, 2008, GasRock delivered to the Company a Notice of Acceleration ("Acceleration Notice") under the Notes due to the continuing claimed Events of Default under the Credit Agreement. The Acceleration Notice declared the amounts due under the Note to be accelerated and due and owing in full as of April 16, 2008.

On July 22, 2008, GasRock, Eureka and Alliance Energy Corporation ("Alliance", and together with Eureka, the "Borrowers"), entered into that certain Limited Forbearance Agreement, pursuant to which GasRock agreed, subject to the terms thereof, to forbear from pursuing remedies under the Credit Agreement and Notes in respect of the Events of Default claimed as of that same date until the earlier of (i) November 15, 2008 and (ii) the date that GasRock gives Eureka notice of any additional payment default under the Credit Agreement. Alliance is controlled by the Company's CEO and is a guarantor of the Eureka Obligations under the Credit Agreement. GasRock is also a lender to Alliance under an Advancing Term Credit Agreement (the "Alliance Credit Agreement", and together with the Credit Agreement, the "Credit Agreements".

The Forbearance, is subject to the following conditions to be fulfilled:

1) On or before November 15, 2008, (i) the Borrowers must repay all Obligations (as defined in the Credit Agreements) or (ii) EnDevCo must have entered an agreement for the full or partial sale of the Short Junction Field, the proceeds of which would fully repay the Obligations owing under the Credit Agreements, and such sale shall close and repayment of the Obligations shall be made by December 31, 2008;

2) If the Obligations are not repaid by November 15, 2008, EnDevCo must assign a 5.0% net profits interest in the Short Junction Field to GasRock, effective as of November 1, 2008. The form of this assignment and the potential assignments discussed in paragraph 3, below, will be substantially in the form of the Conveyance of Net Profits Overriding Royalty Interests, attached as Exhibit A to the Forbearance Agreement;

EnDevCo, Inc. and Subsidiaries September 30, 2008

3) If the Obligations are not repaid by December 15, 2008, EnDevCo must assign an additional 1.0% net profits interest in the Short Junction Field to GasRock, effective as of December 1, 2008, and will assign to GasRock an additional 1.0% net profits interest each subsequent month if the Obligations are not repaid by the 15th of such month;

4) EnDevCo shall escrow one 5% net profits interest conveyance and five 1% net profits interest conveyances to ensure it's delivery of any potential obligations under paragraphs 2 and 3, above;

5) Any and all Net Proceeds (as defined in the Forbearance Agreement) from any equity issuance, refinancing, or asset sale will be applied first to outstanding fees and expenses of GasRock, second to the accrued and unpaid interest on the Notes, and third to the outstanding principal balances on the Notes; and

6) The Borrowers must ensure that its hydrocarbon purchasers make payments relating to any of GasRock's overriding royalty interests in the Short Junction Field directly to GasRock. NOTE 4 - ~~Accounts~~ Payable, ~~Payable~~ to Related ~~Party~~ Party On June 5, 2007, EnDevCo entered into a farm-out agreement with an effective date of September 5, 2007, with Alliance Energy Corporation (AEC), a related party, whereby AEC paid all costs to drill an initial well (the WSJU #109StH, which is in production at the time of filing this report) and up to three future development wells. On June 30, 2008, the parties agreed to terminate the farm-out agreement thereby cancelling AEC's right to drill three future wells and transferring 100 percent ownership of the WSJU #109StH well to EnDevCo effective March 1, 2008. In consideration, EnDevCo agreed to assume approximately $5.7 million in liabilities resulting from the actual cost of drilling the WSJU #109StH well.

AtOn June 5, 2007, EnDevCo entered into a farm-out agreement with an effective date of September 5, 2007, with Alliance Energy Corporation (AEC), a related party, whereby AEC paid all costs to drill an initial well (the WSJU #109StH, which is in production at the time of filing this report) and up to three future development wells. On June 30, ~~2009~~2008, the ~~amount~~parties ~~payable~~agreed to ~~Alliance~~terminate ~~was~~the $4farm-out agreement thereby cancelling AEC's right to drill three future wells and transferring 100 percent ownership of the WSJU #109StH well to EnDevCo effective March 1,~~778~~ 2008. In consideration,~~614~~ EnDevCo agreed to assume approximately $5.7 million in liabilities resulting from the actual cost of drilling the WSJU #109StH well.

~~NOTE~~ ~~5 -~~On ~~Notes~~November ~~Payable~~23, 2009, The Company issued 14,503,078 Shares of common stock -to ~~Long~~settle ~~Term~~the -amount ~~Related~~payable ~~Party~~to Alliance. The shares were priced at the closing price for the stock on that date.

The Company has three long term notes payable totaling $1,813,224. All three notes accrue interest at the LIBOR monthly average coupon rate (2.46%) at September 30, 2008. The first two notes are in the amounts of $363,224 and $950,000 respectively and are due and payable December 31, 2009. The third note is in the amount of $500,000 and is due and payable June 30, 2010. The maker of these notes consists of the following related parties managed by Campbell Evans: OCE Partners, LLC, and OCE Interests, LLC; and OCE Advisors, LLC, managed by Chris A. Dittmar. All notes are unsecured. NOTE 6 5 - ~~Going~~Notes ~~Concern~~Payable ~~The~~- ~~Company~~Related has reported net losses aggregating $9,877,016 for the two (2) year period ended December 31, 2008. At September 30, 2009, the consolidated balance sheet reported a working capital deficit of $28,160,238. The Company must raise significant amounts of cash to pay its current liabilities and to provide investment funds to continue development of its oil and gas leases. There can be no assurance the Company's management will be able to secure funding.Party

~~NOTE~~The 7Company -has ~~2008~~two ~~Restatement~~long term notes payable totaling $1,313,224. Both notes accrue interest at the LIBOR monthly average coupon rate (1.90%) at December 31, 2009. The two notes are in the amounts of $363,224 and $950,000 respectively and are due and payable December 31, ~~2008~~2009. ~~consolidated~~The ~~balance~~maker ~~sheet~~of ~~includes~~this ~~adjustments~~note ~~not~~consists ~~reflected~~of in the ~~financial~~following ~~statement~~related ~~included~~parties inmanaged ~~the~~by ~~Form~~Campbell ~~10-K~~Evans: ~~filed~~OCE onPartners, ~~April~~LLC, and 15OCE Interests, ~~2009~~LLC. Both notes are unsecured. NOTE 6 - Going Concern The Company ~~did~~has ~~not~~reported ~~properly~~operating ~~classify~~losses aaggregating ~~liability~~$7,800,675 ~~related~~for to the ~~future issuance~~two of(2) ~~common~~year ~~stock~~period ~~and~~ended ~~the~~December ~~effect~~31, of2009. At March 31, 2010, the ~~net~~consolidated balance ~~profits~~sheet ~~interest~~reported ~~conveyed~~a toworking ~~GasRock~~capital deficit of $24,339,992. The Company ~~starting~~must inraise ~~November~~significant ~~2008~~amounts ~~(this~~of ~~entry~~cash ~~was~~to ~~not~~pay ~~material~~its tocurrent ~~the~~liabilities ~~2008~~and ~~financial~~to ~~statement,~~provide ~~but~~investment ~~was~~funds ~~made~~to socontinue ~~that~~development of its oil and gas leases. There can be no assurance the ~~first~~Company's ~~quarter~~management ofwill ~~2009~~be ~~operations~~able ~~were~~to ~~not adversely~~secure ~~effected)~~funding.

87

EnDevCo, Inc. and Subsidiaries ~~September~~March 3031, ~~2009~~2010

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

This report, including Management's Discussion and Analysis of Financial Condition and Results of Operations, includes certain forward-looking statements. The forward-looking statements reflect the Company's expectations, objectives and goals with respect to future events and financial performance. They are based on assumptions and estimates, which the Company believes are reasonable. However, actual results could differ materially from anticipated results. Important factors that may impact actual results include, but are not limited to, commodity prices, political developments, market and economic conditions, industry competition, the weather, changes in financial markets and changing legislation and regulations. The forward-looking statements contained in this report are intended to qualify for the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. The notes to Consolidated Financial Statements sections contain information that is pertinent to the following analysis.

GENERAL COMMENTS ON BUSINESS PLAN

EnDevCo, Inc., a shortened version of the "Energy Development Company", establishes an identity that is consistent with the business development activities currently underway in the Corporation. The Company is actively negotiating to participate in several oil and gas projects both domestically and internationally within the traditional industry scope of oil and gas exploration and production. These activities include production of oil and gas from interests held by the Company in the United States, Colombia and ~~Colombia~~Peru. The Company is also investigating investment in the development of new technologies for the enhancement of oil and gas production and the utilization of that technology to further acquire oil and gas production.

OIL AND GAS EXPLORATION AND DEVELOPMENT

The Company is pursuing oil and gas exploration and development opportunities in both domestic and international venues. Domestically, the Company has secured certain development rights onshore and offshore in the Gulf of Mexico that will provide it with the opportunity to participate in the drilling of low risk development wells. As a result of recently acquired 3D seismic data that has been integrated with previously known geological and engineering data, several low risk development drilling opportunities have been identified. Participation in these types of relatively low risk and low cost wells will provide near term cash flow to support the activities of the Company. Internationally, the Company has identified several other exploration projects that carry significant upside potential (although at higher risk). The Company currently holds an agreement for certain exploration rights in the Rio Magdalena Valley of Colombia. Our exploration teams are also evaluating other opportunities located in Canada, South America, North Africa and the Middle East.

Gulf of Mexico - The Company has entered into a farm-in agreement with BT Operating Co. wherein the Company will participate in the drilling and completion of four wells in Eugene Island Block 294 and/or Chandeleur Block 14 to earn a 50% working interest in each block prior to December 31, 2009.

The Company has also entered into a farm-in agreement with Mariner Energy, Inc. which grants the Company an assignment of their operating rights down to a depth of 12,800 feet upon the initial commercial completion of the OC sand in East Cameron Block 71. Open Choke Exploration, LLC has a 67% interest in the farm-in agreement and the Company has the remaining 33% interest.

The Company has designated Open Choke as the project Operator who will drill the East Cameron #71-9 well and attempt to complete the OC sand. In the event that this well is not successful, EnDevCo has the right to drill a replacement well to test the OC sand within a reasonable time frame.

Pursuant to a joint participation agreement between EnDevCo and Open Choke, the Company will have access to the production platforms on East Cameron Block 71/72 Field which are equipped with all necessary production facilities and pipelines to support increased oil and gas production resulting from drilling and completing new wells.

Block XXIV, Peru - Following an extensive bidding process, a consortium including EnDevCo was awarded the exclusive concession to develop the Block XXIV prospect area located in northwest Peru. EnDevCo owns 20% of the consortium. Covering more than 276 thousand acres, the block contains both onshore and offshore prospects. The area is bracketed by recent discoveries to the immediate north (Olympic) and south (Olympic and Petrotech). The primary target horizon for the off shore area is the naturally fractured Amotape formation of Paleozoic age (quartzites, slates, etc.). This target formation boasts similar characteristics to those that have produced oil in the nearby Portachuelo Field and, more recently, the offshore San Pedro discovery. The reinterpretation of well logs using new technology indicates pay in target formation. Northwest Peru has solid infrastructure and substantial power demand, creating a ready-market for gas. For EnDevCo, the region represents an excellent opportunity for an integrated gas-to-power project.

98

EnDevCo, Inc. and Subsidiaries ~~September~~March 3031, ~~2009~~2010

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont)

OIL AND GAS EXPLORATION AND DEVELOPMENT (cont)

Cleveland County, Oklahoma - On April 13, 2006, the Company acquired a 98.712% working interest with a 70.085% net revenue interest in the West Short Junction Unit and a 100% working interest with a 71% net revenue interest in the Central Short Junction Unit hereinafter referred to as the ("Short Junction Field and/or the Field") located in Oklahoma City, Oklahoma through its subsidiary EnDevCo Eureka, LLC for a purchase price of $11.5 million. EnDevCo Eureka, LLC is owned 55% by its parent EnDevCo, Inc. and 45% by private investors who are related parties. These investors contributed $3.0 million in equity to enable EnDevCo to consummate the transaction. EnDevCo Eureka, LLC, managed by EnDevCo personnel, is the Operator for the Field which has an acquisition date of January 01, 2006. Project financing was provided by GasRock Capital, LLC of Houston, Texas and now takes the form of a $50.0 million credit facility. GasRock Capital provides project based mezzanine debt financing to the oil and gas industry by backing proven management teams that identify high quality exploitation projects like the Short Junction Field. The 12,000 acre fully unitized Field currently consists of 24 oil wells and 2 gas wells, 4 central collection and metering stages and 4 salt water disposal wells. The Field is currently producing 6047 barrels of oil equivalent (BOE) per day comprised of 41 barrels of oil and ~~115~~35 Mcf of gas from 25 ~~verticle~~vertical wells. Production from the single horizontal well is currently shut-in awaiting repair of the ~~electrical~~electric submersible pump. Since acquiring the Field, the Company has methodically performed maintenance activities on all oil wells to include improved chemical and hot oil treatments; new pump jacks, existing pump jack re-alignment, bearing and rod replacement, beam compressor installation and pipeline integrity testing and cleanout. EnDevCo has also installed new pumps, a new water knockout and two new heater treaters for improved oil separation at the central collection and metering stages and terminated the re-injection of water into the Hunton reservoir by re-piping and installing a new salt water disposal well. The Field purchase included full ownership rights to a field wide gas pipeline and gathering system that offers two independent taps to the interstate gas transmission system. Short Junction Field was originally developed by Conoco using vertical wells drilled on a 40 acre well spacing, resulting in oil and gas production from 270 active wells within the 12,000 acre leasehold. The Field currently contains 34 unplugged production well bores of which 26 are currently active. EnDevCo plans to continue a workover and recompletion program to further increase the current daily production. Historically the primary zone of interest has remained the Hunton formation for oil production. However, above the Hunton, the Bartlesville, Prue, Red Fork and Skinner Sandstones along with the Pink Lime zones are present and most are indicated as productive based on well log analysis. Current bottom hole pressures recently measured in the Hunton indicate that formation pressure today is essentially the same as when the Field was originally placed on production. This unique characteristic occurs as a result of the fact that Conoco instituted a water flood pressure maintenance program in the early stages of developing the field. As a result of this pressure maintenance, the original gas cap in the Hunton reservoir has never been produced. EnDevCo plans to implement a 3D seismic program over the leasehold in order to pursue an aggressive horizontal drilling program in the Hunton formation to increase oil and gas production from that reservoir and to develop identified shallow gas sand reservoirs indicated on the subsurface well control.

ENERGY TECHNOLOGY DEVELOPMENT

Development and implementation of new energy technologies will become a key new business focus for the Company. The identification of and early participation in the implementation of these types of technologies opens several avenues for potential revenue generation and profits. In some instances, the technology can be manufactured and sold to end users once the market accepts the technology. In other instances, the technology might provide a unique competitive advantage that can be successfully leveraged by the Company in the acquisition and development of existing energy projects. Initially, the Company will limit its scope of investigation to those technologies that directly compliment the oil and gas, and power industries.

POWER GENERATION

EnDevCo's management team has extensive experience and expertise in the area of power plant development, operations and commercial management. The Company intends to leverage these capabilities by developing integrated gas-to-power and greenfield development projects in markets that create additional value through the gas-power delivery option.

109

EnDevCo, Inc. and Subsidiaries ~~September~~March 3031, ~~2009~~2010

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont)

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2008
COMPARISON OF THREE MONTHS ENDED MARCH 31,
Line	Description		~~Nine~~Three Months Ended ~~September~~March 3031,		~~Differences~~	~~Percent~~
			2009	2008		Change
			2010	2009
1	Revenues		$ ~~444~~64,~~114~~889	$ 2130,~~713,447~~949	~~$ (2,269,333)~~	~~-83.63%~~
2	Cost of Revenues		$ ~~265~~40,~~863~~614	$ 1112,~~102,514~~500	~~$ (836,651)~~	~~-75.89%~~
3	Costs and Expenses		$ 1403,~~163,238~~353	$ 1476,~~118,211~~594	~~$ 45,027~~	~~4.03%~~
4		General and Administrative Expense	$ ~~472~~173,~~973~~353	$ ~~676~~121,~~708~~084	~~$ (203,735)~~	~~-30.11%~~
5		Salaries and Wages	$ ~~690~~230,000	$ ~~433~~355,~~500~~245	~~$ 256,500~~	~~59.17%~~
6		Shareholder Services	$ ~~265~~--	$ ~~8,003~~265	~~$ (7,738)~~	~~-96.69%~~
7	Other Income and (Expenses)		$ (1578,~~644,103~~914)	$ (4550,~~960,298~~372)	~~$ 3,316,195~~	~~-66.85%~~
8		Interest and Other Income	$ 5--	$ ~~336,859~~3	~~$ (336,854)~~	~~-100.00%~~
9		Hedging Loss	$ --	$ ~~(1,253,782)~~--	~~$ 1,253,782~~	~~100.00%~~
10		Interest Expense	$ (1578,~~644,108~~914)	$ (1550,~~607,415~~375)	~~$ (36,693)~~	~~-2.28%~~
11		Round-up Shares	--	$ (2,435,960)	$ 2,435,960	100.00%

Analysis of ~~Nine~~Three Months Comparison

Line 1 - Revenue decreased overall by $266,~~269,333~~060 during the first quarter ~~nine months~~ of ~~2009~~2010 as compared to ~~2008~~2009. This is due to ~~the combined effect of: 1)~~ lower production from the Short Junction ~~field (including the WSJU #109StH being shut-in awaiting repairs) and 2) unfavorable changes in oil and gas pricing during the period~~Field.

Line 2 - Costs of revenues decreased overall $~~836~~71,~~651~~906 due to lower LOE, production taxes and depletion.

Line 3 - Total costs and expenses ~~increased~~decreased overall $4573,~~027~~241 during the first ~~nine~~quarter ~~months~~ of ~~2009~~2010 as compared to ~~2008~~same quarter in 2009. The detail explaining this decrease is shown on lines 4 and 6 below.

Line 4 - This ~~decrease~~increase of $~~203~~52,~~735~~269 is due to the ~~reduced~~greater use by the Company of external financial consultants and accounting services during the quarter.

Line 5 - Salaries and wages were ~~higher~~lower by $~~256~~125,~~500~~245 as compared to the previous year.

Line 6 - This is due to a timing difference.

Line 7 - The Company reports aan ~~favorable~~unfavorable change in other income ~~and~~ and expenses of $328,~~316,195~~542 in the current period. The detail explaining this increase is shown on lines 8 through 11 below.

Line 8 - ~~Other~~There ~~income~~was ~~decreased~~a byslight ~~$336,854~~decrease asin ~~compared~~other toincome ~~2008 when the Company reported gains from the settlement~~ of ~~various outstanding claims~~$3.

Line 910 - ~~The~~Interest ~~acquisition~~expense ~~financing~~increased ~~for~~by ~~the Short Junction Field required that certain hedges be put in place during the term of the loan. Retired at the end of 2008~~$28,539 ~~these~~due ~~hedges are marked~~ to ~~market every reporting period, the outcome of which resulted in~~ a ~~loss~~higher ~~of $1,253,782 during~~loan ~~the first nine months of 2008~~balance.

Line 10 - Interest expense increased by $36,693.
11

EnDevCo, Inc. and Subsidiaries ~~September~~March 3031, ~~2009~~2010

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont)

THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2008
Line	Description		Three Months Ended September 30,		Differences	Percent
			2009	2008		Change
1	Revenues		$ 113,878	$ 1,019,178	$ (906,100)	-88.91%
2	Cost of Revenues		$ 61,539	$ 298,340	$ (236,801)	-79.37%
3	Costs and Expenses		$ 294,809	$ 275,339	$ 19,471	-7.07%
4		General and Administrative Expense	$ 64,809	$ 260,211	$ (195,402)	-75.09%
5		Salaries and Wages	$ 230,000	$ 37,500	$ 192,500	513.33%
6		Shareholder Services	--	$ (22,373)	$ (22,373)	100.00%
7	Other Income and (Expenses)		$ (552,572)	$ 3,025,799	$ 3,578,371	-118.26%
8		Interest and Other Income	--	$ 136,834	$ (136,834)	-100.00%
9		Hedging Gain	--	$ 3,079,649	$ (3,079,649)	-100.00%
10		Interest Expense	$ (552,572)	$ (190,684)	$ (361,888)	-189.78%

Analysis of Three Months Comparison

Line 1 - Revenue decreased overall by $906,100 during the third quarter of 2009 as compared to 2008. This is due to the combined effect of: 1) lower production from the Short Junction field (including the WSJU #109StH being shut-in awaiting repairs) and 2) unfavorable changes in oil and gas pricing during the period.

Line 2 - Costs of revenues decreased overall $236,801 due to lower LOE, production taxes and depletion.

Line 3 - Total costs and expenses decreased overall $19,471 during the third quarter of 2009 as compared to same quarter in 2008. The detail explaining this decrease is shown on lines 4 and 6 below.

Line 4 - This decrease of $195,402 is due to the greater use by the Company of external financial consultants and accounting services during the quarter.

Line 5 - Salaries and wages were higher by $192,500 as compared to the previous year.

Line 6 - This is due to a timing difference.

Line 7 - The Company reports an unfavorable change in other income and expenses of $3,578,371 in the current period. The detail explaining this increase is shown on lines 8 through 11 below.

Line 8 - Other income decreased by $136,834 as compared to 2008 when the Company reported gains from the settlement of various outstanding claims.

Line 9 - The acquisition financing for the Short Junction Field required that certain hedges be put in place during the term of the loan. Retired at the end of 2008, these hedges are marked to market every reporting period, the outcome of which resulted in a gain of $3,079,649 during the third quarter of 2008.

Line 10 - Interest expense increased by $361,888.

EnDevCo, Inc. and Subsidiaries September 30, 2009

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont)

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash		~~Nine~~Three Months Ended ~~September~~March 3031,
		2009	2008
		2010	2009
Net cash provided by/(used in)
	Operating activities	$ (1570,~~176,325~~973)	$ 5(288,~~549,425~~504)
	Investing activities	~~11,326~~--	~~(5,417,699)~~631
	Financing activities	1577,~~131,656~~091	24258,~~464~~878
Increase/(decrease) in cash and cash equivalents		$ ~~(33~~6,~~344)~~118	$ ~~156~~(28,~~190~~995)
		==========	==========
Cash and cash equivalents		$ 13(1,~~047~~171)	$ ~~157~~17,~~325~~396
		==========	==========

Cash Flow from Operating Activities

~~2009~~2010 Cash used by operating activities totaled $1570,~~176,325~~973 during ~~the first nine months of 2009~~2010. ~~Cash~~This ~~produced by operating activities during the same period in 2008~~represents ~~was~~a ~~$5,549,425.~~negative ~~Contributing~~variance ~~to this difference was an increase in accounts receivable~~ of $~~233~~282,~~466,~~469 anover ~~increase~~the insame ~~accounts~~quarter ~~payable of $340,746, and an increase~~ in ~~accrued liabilities of $652,973~~2009.

~~2008~~2009 Cash ~~produced~~used by operating activities totaled $5288,~~549,425~~504 during ~~2008~~2009. Contributing to this figure was an increase in accounts receivable of $147,865, an accounts payable increase of $1,886,523, an increase in accrued liabilities of $433,082 and an increase in payable to related party of $3,782,655 due to the termination of the farm-out agreement with AEC.

Cash Flow from Investing Activities

~~2009~~2010 The ~~gross~~Company ~~value~~did ofnot ~~property, plant and equipment decreased by $11,326 during the first nine months of 2009. 2008 As a result of the termination of the farm-out agreement with AEC, the Company~~ acquired any oil and gas ~~property~~properties during ~~2008 in~~ the ~~amount~~first ~~of $5,417,699 and assumed~~quarter ~~liabilities~~ of ~~$5,660,529 for the WSJU #109StH well and the Short Junction Field~~2010.

132009 The Company acquired oil and gas property during 2009 in the amount of $631.

~~EnDevCo, Inc. and Subsidiaries September 30, 2009~~12

EnDevCo, Inc. and Subsidiaries
March 31, 2010

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont)

LIQUIDITY AND CAPITAL RESOURCES (cont)

Cash Flow from Financing Activities

~~2009~~2010 The Company increased its note payable for the Short Junction ~~project~~Field by $1577,~~131,656~~091. ~~2008 The Company increased its note payable for the Short Junction project by $24,464.~~

2009
The Company increased its note payable for the Short Junction Field by $258,878.

Directors and Officers Compensation

The Company currently has nominal cash reserves and cash flow from operations. Until such time as the financial condition of the Company improves, the Company's Directors and Officers have agreed to have their salaries and fees accrued.

Project Development Guidelines

In recognition of the status of current financial resources available to the Company, executive management is committed to identifying and implementing projects that can be primarily project financed. This strategy reduces financial risk to the Company, but necessarily adds additional lead time before projects can be secured and announced to the shareholders.

There are no assurances, however, that the Company will be able to identify and implement financing to develop its projects or that it will be able to generate sufficient revenue growth and improvements in working capital.

The Company intends to raise working capital through the sale of its Common stock. No assurance can be given that funds will be available from any source when needed by the Company or, if available upon terms and conditions reasonably acceptable to the Company.

The Company is exploring debt and equity financing.

1413

EnDevCo, Inc. and Subsidiaries ~~September~~March 3031, ~~2009~~2010

ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15(b), Company's executive management, including the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, conducted an evaluation as of the end of the period covered by this report, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer, Chief Operating 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 report. As required by Rule 13a-15(d), the Company's executive management, including the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, also conducted an evaluation of the Company's internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Based on that evaluation, there has been no such change during the period covered by this report.

EnDevCo, Inc. and Subsidiaries September 30, 2009

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Legal Proceedings for the Quarter ended ~~September~~March 3031, ~~2009~~2010:

~~The~~As of June 1, 2007, the law firm of Phillips & Akers, P.C. ("P&A"), are the attorneys of record for the Company in a case styled: Cause No: 2006-34662; Farzad Askari v. EnDevCo, Inc. Mr. Askari filed a breach of contract case claiming the Company (the Defendant) had not paid Mr. Askari (the Plaintiff) for work he did as an alleged consultant in 2002 for John W. Adair and Adair International Oil & Gas, Inc. The Company believed that Mr. Askari was never a consultant for the Company and never performed any work for the Company and therefore was not entitled to receive any compensation from the Company. The case went to trial and the jury's verdict was that Mr. Askari was not entitled to any compensation and that judgment was entered on January 11, 2008. All of Mr. Askari's post trial motions to date have been unsuccessful; however, he filed notice of appeal in the 14th Court of Appeals. Appellate briefs were filed by both parties and after receiving them the Court declined to hear oral arguments.

Mr. Askari filed a breach of contract case claiming the Company (the "Defendant") had not paid Mr. Askari (the "Plaintiff") for work he did as an alleged consultant in 2002 for John W. Adair and Adair International Oil & Gas, Inc. The Company believed that Mr. Askari was never a consultant for the Company and never performed any work for the Company and therefore was not entitled to receive any compensation from the Company.

The case went to trial and the jury's verdict was that Mr. Askari was not entitled to any compensation and that judgment was entered on January 11, 2008. All of Mr. Askari's post trial motions to date have been unsuccessful; however, he filed notice of appeal in the 14th Court of Appeals. Appellate briefs were filed by both parties and after receiving them the Court declined to hear oral arguments.

On July 02, 2009, the 14th Court of Appeals ruled that the trial court judgment in all things and in all ways was affirmed. The time for further appeals has expired and this matter is now closed.

P&A are the attorneys of record for the Company in a case styled: Cause No: CJ 07 1859 L; Basic Energy Services, LP v. EnDevCo Eureka, LLC. et al. Basic Energy Services has filed a breach of contract case claiming EnDevCo Eureka, LLC (the "Defendant") has not paid for goods and services, totaling $1,315,910, that are in dispute between the parties. Following a review of all disputed invoices, the Company signed a settlement agreement on July 07, 2008 with the Plaintiff. The Company has paid sixty (60) percent of the settlement amount, but remains in default until the remaining balance is paid.

P&A and J. John Hager, are the attorneys of record for the Company in a case styled: Cause No: CIV-08-0395-HE; KAL Drilling Inc. v. EnDevCo Eureka, LLC. et al. KAL Drilling has filed a breach of contract case claiming EnDevCo Eureka, LLC (the "Defendant") has not paid for goods and services that are in dispute between the parties. The Company has denied all of Plaintiff's allegations and filed a counterclaim against the Plaintiff on May 15, 2008 for breach of contract, misrepresentations, fraud, negligence and gross negligence.

P&A are the attorneys of record for the Company in a case styled: Cause No. 2009-16668; Hamm & Phillips Service, Co. Inc. v. EnDevCo, et al; in the 152nd Judicial District Court of Harris County, Texas. This is a case involving approximately $75,000 in past due bills, plus interest, and is a suit on sworn account. Judgment has been entered on this admitted due amount in the amount of $86,532.40.

P&A are the attorneys of record for the Company in a case styled: Cause No. CJ-2009-627L; Integrated Production Services, Inc. v. EnDevCo, et al; in the District Court of Oklahoma County, Oklahoma. This is a case involving $70,000 in past due bills, plus interest, and is a suit and is a suit on sworn account. P&A are the attorneys of record for the Company in a case styled: Cause No. 944221; Pason Systems USA Corp. v. Endevco, Inc. aka Endevco Eureka, LLC, et al; in the County Civil Court at Law No. 2 of Harris County, Texas. This is a case involving $25,000 in past due bills, plus interest, and is a suit on sworn account. The Company is a party to various claims, but is not a party to any other litigation at this time. Although no assurances can be given, the Company believes based on its experience to date, that the ultimate resolution of such items, individually or in the aggregate, would not have a material adverse impact on the Company's financial position or results of operations.

The Company is a party to various claims, but is not a party to any other litigation at this time. Although no assurances can be given, the Company believes based on its experience to date, that the ultimate resolution of such items, individually or in the aggregate, would not have a material adverse impact on the Company's financial position or results of operations.

EnDevCo, Inc. and Subsidiaries
March 31, 2010

ITEM 2. CHANGES IN SECURITIES
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES On April 9, 2008, GasRock delivered to the Company a Notice of Events of Default and Unmatured Events of Default ("Default Notice") under the Credit Agreement. Due to these claimed Events of Default, interest under the Credit Agreement began accruing at the Default Rate of 15% and 100% of EnDevCo's Net Revenues were applied to Debt Service and other Obligations as of April 9, 2008. On April 16, 2008, GasRock delivered to the Company a Notice of Acceleration ("Acceleration Notice") under the Notes due to the continuing claimed Events of Default under the Credit Agreement. The Acceleration Notice declared the amounts due under the Note to be accelerated and due and owing in full as of April 16, 2008.

On ~~April~~July 922, 2008, GasRock, ~~delivered~~Eureka toand ~~the Company a Notice~~Alliance ofEnergy ~~Events~~Corporation of("Alliance", ~~Default~~ and ~~Unmatured~~together ~~Events~~with ofEureka, ~~Default~~the ("~~Default Notice~~Borrowers"), ~~under~~entered ~~the~~into ~~Credit~~that certain Limited Forbearance Agreement., ~~Due~~pursuant to ~~these~~which ~~claimed~~GasRock agreed, ~~Events~~subject ofto ~~Default~~the terms thereof, ~~interest~~to forbear from pursuing remedies under ~~under~~ the Credit Agreement ~~began~~and ~~accruing~~Notes atin ~~the~~respect ~~Default~~of ~~Rate~~the Events of ~~15%~~Default ~~and~~claimed ~~100%~~as of ~~EnDevCo's~~that ~~Net~~same ~~Revenues~~date ~~were~~until ~~applied~~the toearlier ~~Debt~~of ~~Service~~(i) ~~and~~November ~~other~~15, ~~Obligations as~~2008 ofand ~~April~~(ii) 9,the ~~2008.~~date that OnGasRock ~~April~~gives ~~16,~~Eureka ~~2008,~~notice ~~GasRock~~of ~~delivered~~any toadditional ~~the~~payment ~~Company~~default aunder ~~Notice~~the ofCredit ~~Acceleration~~Agreement. ~~("Acceleration~~Alliance ~~Notice")~~is ~~under~~controlled by the ~~Notes~~Company's ~~due~~CEO toand ~~the~~is a guarantor ~~continuing~~of ~~claimed~~the ~~Events~~Eureka ofObligations ~~Default~~ under the Credit Agreement. ~~The~~GasRock ~~Acceleration Notice~~is ~~declared~~also ~~the~~a ~~amounts~~lender to ~~due~~Alliance under ~~the~~an ~~Note~~Advancing toTerm beCredit ~~accelerated~~Agreement ~~and~~(the ~~due~~"Alliance ~~and~~Credit ~~owing~~Agreement", inand ~~full~~together aswith ofthe ~~April~~Credit 16Agreement, ~~2008~~the "Credit Agreements".

16The Forbearance, is subject to the following conditions to be fulfilled:

1) On or before November 15, 2008, (i) the Borrowers must repay all Obligations (as defined in the Credit Agreements) or (ii) EnDevCo must have entered an agreement for the full or partial sale of the Short Junction Field, ~~Inc.~~the proceeds of which would fully repay the Obligations owing under the Credit Agreements, and ~~Subsidiaries~~such ~~September~~sale 30shall close and repayment of the Obligations shall be made by December 31, ~~2009~~2008;

~~ITEM~~2) 3If the Obligations are not repaid by November 15, 2008, EnDevCo must assign a 5.0% ~~DEFAULTS~~net ~~UPON~~profits ~~SENIOR~~interest ~~SECURITIES~~in the Short Junction Field to GasRock, effective ~~(cont)~~as of November 1, 2008. The form of this assignment and the potential assignments discussed in paragraph 3, below, will be substantially in the form of the Conveyance of Net Profits Overriding Royalty Interests, attached as Exhibit A to the Forbearance Agreement;

On3) ~~July~~If ~~22,~~the ~~2008,~~Obligations ~~GasRock,~~are ~~Eureka~~not ~~and~~repaid ~~Alliance Energy~~by ~~Corporation~~December ~~("Alliance"~~15, ~~and together with Eureka~~2008, ~~the~~EnDevCo ~~"Borrowers"),~~must assign ~~entered~~an ~~into~~additional ~~that~~1.0% ~~certain~~net ~~Limited~~profits ~~Forbearance~~interest ~~Agreement,~~in ~~pursuant~~the toShort ~~which~~Junction ~~GasRock agreed,~~Field ~~subject~~ to ~~the terms thereof~~GasRock, ~~to forbear from pursuing remedies under~~ ~~the~~effective ~~Credit Agreement and Notes in respect of the Events of Default claimed~~ as of ~~that same date until the earlier~~ of ~~(i)~~December ~~November 15~~1, 2008, and ~~(ii)~~will ~~the~~assign ~~date that~~to GasRock ~~gives~~an ~~Eureka notice of any~~ additional ~~payment default under the~~1.0% ~~Credit~~net ~~Agreement.~~profits ~~Alliance~~interest iseach ~~controlled~~subsequent bymonth ~~the~~if ~~Company's CEO and is a guarantor of~~ the ~~Eureka~~ Obligations ~~under~~are ~~the~~not ~~Credit Agreement. GasRock is also a lender~~repaid toby ~~Alliance under an Advancing Term Credit Agreement (~~the ~~"Alliance~~15th ~~Credit Agreement",~~of ~~and~~such ~~together with the Credit Agreement, the "Credit Agreements".~~month;

~~The~~4) ~~Forbearance,~~EnDevCo isshall ~~subject~~escrow toone ~~the~~5% ~~following~~net ~~conditions~~profits interest conveyance and five 1% net profits interest conveyances to beensure ~~fulfilled:~~it's delivery of any potential obligations under paragraphs 2 and 3, above;

15) OnAny orand ~~before~~all ~~November~~Net ~~15,~~Proceeds ~~2008,~~ (~~i) the Borrowers must repay all Obligations (~~as defined in the ~~Credit~~Forbearance ~~Agreements~~Agreement) ~~or (ii) EnDevCo must have entered an agreement~~from ~~for~~any ~~the~~equity ~~full~~issuance, refinancing, or ~~partial~~asset sale ofwill ~~the~~be ~~Short~~applied ~~Junction~~first ~~Field,~~to ~~the proceeds of which~~outstanding ~~would~~fees ~~fully~~and ~~repay~~expenses ~~the~~of ~~Obligations~~GasRock, ~~owing~~second ~~under~~to the ~~Credit~~accrued ~~Agreements,~~ and ~~such sale~~unpaid ~~shall~~interest ~~close~~on the Notes, and ~~repayment~~third ofto the ~~Obligations~~outstanding ~~shall~~principal bebalances ~~made~~on bythe ~~December 31, 2008~~Notes; and

26) IfThe ~~the~~Borrowers ~~Obligations~~must ~~are~~ensure ~~not~~that ~~repaid~~its byhydrocarbon ~~November~~purchasers ~~15,~~make ~~2008, EnDevCo must assign~~payments arelating ~~5.0% net profits interest in the Short Junction Field~~ to ~~GasRock,~~any ~~effective as~~ of ~~November~~GasRock's 1,overriding ~~2008.~~royalty ~~The~~interests ~~form of this assignment and the potential assignments discussed~~ in ~~paragraph 3, below, will be substantially in~~ the ~~form~~Short ~~of the Conveyance~~Junction ofField ~~Net~~directly ~~Profits Overriding Royalty Interests, attached as Exhibit A~~ to ~~the Forbearance Agreement;~~GasRock.

3)ITEM ~~If the Obligations are not repaid by December 15, 2008, EnDevCo must assign an additional 1~~4.0% ~~net~~SUBMISSION ~~profits~~OF ~~interest~~MATTERS inTO ~~the~~A ~~Short~~VOTE ~~Junction~~OF ~~Field~~SECURITY ~~to GasRock,~~HOLDERS ~~effective as of December 1, 2008, and will assign to GasRock an additional 1~~None.~~0% net profits interest each subsequent month if the Obligations are not repaid by the 15th of such month;~~

ITEM 5. OTHER INFORMATION
None.

4)ITEM EnDevCo6. shallEXHIBITS escrowAND oneREPORTS 5%ON netFORM profits8 interest conveyance and five 1% net profits interest conveyances to ensure it's delivery of any potential obligations under paragraphs 2 and 3, above;-K

~~5) Any and all Net Proceeds~~ (~~as defined in the Forbearance Agreement~~a) from any equity issuance, refinancing, or asset sale will be applied first to outstanding fees and expenses of GasRock, second to the accrued and unpaid interest on the Notes, and third to the outstanding principal balances on the Notes; andExhibits

6)31.1 ~~The~~Certification ~~Borrowers~~by ~~must~~CEO ~~ensure~~and ~~that~~CFO ~~its~~pursuant ~~hydrocarbon~~to ~~purchasers~~Section ~~make~~302 ~~payments~~of Sarbanes-Oxley ~~relating~~Act toof ~~any~~2002. 32.2 ofCertification ~~GasRock's~~by ~~overriding~~CEO ~~royalty~~and ~~interests~~CFO inpursuant ~~the~~to ~~Short~~Section ~~Junction~~906 ~~Field~~of ~~directly~~Sarbanes-Oxley toAct ~~GasRock~~of 2002.

~~ITEM~~(b) 4.Reports ~~SUBMISSION~~on OFForm ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~8-K None.

~~ITEM 6. EXHIBITS AND REPORTS ON FORM 8 -K~~15

~~(a)~~EnDevCo, ~~Exhibits~~Inc. and Subsidiaries March 31, 2010

~~31.1~~In ~~Certification~~accordance bywith ~~CEO~~the ~~and~~requirements ~~CFO~~of ~~pursuant to~~ Section ~~302~~13 of ~~Sarbanes-Oxley Act~~15(d) of ~~2002.~~ ~~32.2~~the ~~Certification~~Exchange byAct, ~~CEO~~the ~~and~~Registrant ~~CFO~~has ~~pursuant~~caused this report to ~~Section~~be ~~906~~signed on its ofbehalf ~~Sarbanes-Oxley~~by ~~Act~~the ofundersigned, ~~2002~~thereunto duly authorized, on May 14, 2010.

~~(b)~~ENDEVCO, ~~Reports on Form 8-K None~~INC.

17CHRIS A. DITTMAR CHRIS A. DITTMAR CHIEF EXECUTIVE OFFICER AND DIRECTOR

~~EnDevCo,~~RICHARD ~~Inc~~G. ~~and~~BOYCE RICHARD ~~Subsidiaries~~G. BOYCE ~~September~~CHIEF ~~30,~~OPERATING ~~2009~~OFFICER AND DIRECTOR

InCHARLES ~~accordance~~R. ~~with the requirements of Section 13 of 15(d) of~~CLOSE ~~the~~CHARLES ~~Exchange~~R. ~~Act, the Registrant has caused this report to be signed on its~~CLOSE ~~behalf~~CHIEF byFINANCIAL ~~the~~OFFICER ~~undersigned,~~AND ~~thereunto duly authorized, on November 13, 2009.~~DIRECTOR

~~ENDEVCO,~~JOHN ~~INC~~A. BRUSH JOHN A. BRUSH NON-EXECUTIVE DIRECTOR

~~CHRIS~~FREDERICK ~~A. DITTMAR~~CEDOZ ~~CHRIS~~FREDERICK ~~A. DITTMAR~~CEDOZ ~~CHIEF~~ NON-EXECUTIVE ~~OFFICER AND~~ DIRECTOR

~~RICHARD G. BOYCE RICHARD G. BOYCE CHIEF OPERATING OFFICER AND DIRECTOR~~16

~~JOSEPH~~EnDevCo, ~~LESSARD JOSEPH~~Inc. ~~LESSARD~~and Subsidiaries ~~CHIEF~~March ~~FINANCIAL~~31, ~~OFFICER~~2010

~~JOHN~~EXHIBIT A31. ~~BRUSH~~1 ~~JOHN A. BRUSH~~ ~~NON-EXECUTIVE DIRECTOR~~

~~FREDERICK~~CERTIFICATION ~~CEDOZ FREDERICK~~OF ~~CEDOZ NON-~~CHIEF EXECUTIVE ~~DIRECTOR CHARLES~~OFFICER R.PURSUANT ~~CLOSE CHARLES~~TO R.RULE ~~CLOSE NON~~13A-~~EXECUTIVE~~14(A) ~~DIRECTOR~~OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

18In connection with the Quarterly Report of EnDevCo, Inc. (the "Company") on Form 10Q (the "Report") for the quarter ended March 31, 2010 (the "Reporting Period"), as filed with the Securities Exchange Commission on the date hereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned, Chris A. Dittmar, Chief Executive Officer of the Company, certifies pursuant to Rule 13a-14(a) or 15d-14(a) under the Exchange Act that:

~~EnDevCo, Inc~~1. I ~~and~~have ~~Subsidiaries September~~reviewed ~~30,~~the ~~2009~~Report.

~~EXHIBIT 31~~2.1 Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they are made, not misleading with respect to the Reporting Period.

~~CERTIFICATION~~3. Based OFon ~~CHIEF~~my ~~EXECUTIVE~~knowledge, ~~OFFICER~~the ~~PURSUANT~~consolidated TOfinancial ~~RULE~~statements and ~~13A-14(A)~~other ORfinancial ~~15D-14(A)~~information included in the Report fairly present in all ~~UNDER~~material ~~THE~~respects ~~SECURITIES~~the ~~EXCHANGE~~financial ~~ACT~~condition, OFresults ~~1934~~of operations and cash flows of the Company as of the date and for the periods reported therein.

In4. The ~~connection~~Company's ~~with~~other ~~the~~certifying ~~Quarterly~~officer ~~Report~~and ofI ~~EnDevCo,~~are ~~Inc.~~responsible for ~~(the~~establishing ~~"Company")~~and onmaintaining disclosure controls and procedures (as defined ~~Form~~in ~~10Q~~Rule 13a-15(e) and 15d-15(e) under the ~~"Report"~~Exchange Act) for the ~~quarter~~Company ~~ended~~and internal ~~June~~control ~~30,~~over ~~2008~~financial reporting (~~the~~as ~~"Reporting~~defined in Rule 13a-15(f) and ~~Period"~~15d-15(f), asunder ~~filed with~~ the ~~Securities~~ Exchange ~~Commission~~Act) onfor the ~~date~~Company, ~~hereof~~and we have: ~~under~~ (a) ~~the~~designed ~~Securities~~those ~~Exchange~~disclosure ~~Act~~controls ofand ~~1934~~procedures, or ascaused ~~amended~~them ~~(the~~to ~~"Exchange~~be ~~Act")~~designed under our supervision, to ensure that material information relating to the ~~undersigned~~Company, ~~Chris~~including A.its ~~Dittmar~~consolidated subsidiaries, is ~~Chief~~made ~~Executive~~known ~~Officer~~to ofus by other personnel employed by the Company, ~~certifies~~and its subsidiaries, ~~pursuant~~particularly towithin ~~Rule~~the ~~13a-14~~Reporting Period; (ab) designed those internal controls over financial reporting, or ~~15d-14(a)~~caused them to be designed under our supervision, to provide reasonable assurances regarding the ~~Exchange~~reliability ~~Act~~of ~~that:~~financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

~~1. I~~ (c) ~~have~~evaluated ~~reviewed~~the effectiveness of the Company's disclosure controls and procedures and presented in the Report. our conclusions about the effectiveness of those disclosure controls and procedures, as of the end of the Reporting Period based on that evaluation; and

~~2. Based~~ (d) ondisclosed myin ~~knowledge,~~ the Report ~~does~~any ~~not~~change ~~contain~~in ~~any untrue~~the ~~statement~~Company's ofinternal acontrol ~~material~~over ~~fact~~financial orreporting ~~omit~~that tooccurred ~~state~~during ~~a material fact necessary to make~~the ~~the~~last ~~statements~~fiscal ~~made,~~quarter ~~in light~~ of the ~~circumstances~~Reporting ~~under~~Period ~~which~~that ~~they~~has ~~are~~materially ~~made,~~affected or ~~not~~is ~~misleading~~reasonably ~~with~~likely ~~respect~~ to materially affect the ~~Reporting~~Company's ~~Period~~internal control over financial reporting.

35. Based on myour ~~knowledge,~~most ~~the~~recent ~~consolidated~~evaluation ~~financial~~of ~~statements and~~internal ~~other~~control ~~financial information included in the Report fairly present in all~~over ~~material~~financial ~~respects~~reporting, the ~~financial~~Company's ~~condition,~~other ~~results~~certifying ofofficer ~~operations~~ and ~~cash~~I ~~flows~~have disclosed ofto the Company's asauditors ofand the ~~date~~audit ~~and~~committee ~~for~~of the ~~periods~~Company's ~~reported~~board ~~therein.~~of directors:

~~4. The~~ (a) ~~Company's~~all ~~other~~significant ~~certifying~~deficiencies ~~officer~~ and ~~I are responsible~~material ~~for~~weaknesses ~~establishing and maintaining disclosure controls and procedures (as defined~~ in ~~Rule 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~design ~~Act)~~or ~~for~~operation ~~the~~of ~~Company and~~ internal ~~control~~controls over financial reporting ~~(as defined in Rule 13a-15(f) and~~ ~~15d-15(f)~~which ~~under~~are ~~the~~reasonably ~~Exchange~~likely ~~Act) for the Company, and we have: (a) designed those disclosure controls and procedures, or caused them~~ to beadversely ~~designed~~affect ~~under our supervision, to ensure that material information relating to~~ the Company,'s ~~including~~ability ~~its consolidated subsidiaries, is made known~~ to ~~us by other personnel employed by the Company and its subsidiaries~~record, ~~particularly within the Reporting Period; (b) designed those internal controls over financial reporting~~process, orsummarize ~~caused them to be designed under our supervision, to provide reasonable assurances regarding the reliability of financial reporting~~ and ~~the~~report ~~preparation of~~ financial ~~statements for external purposes in accordance with generally accepted accounting principles~~information; and

(cb) ~~evaluated~~any ~~the~~fraud, ~~effectiveness~~whether ofor ~~the~~not ~~Company's disclosure~~material, ~~controls and procedures and presented in the Report our conclusions~~that ~~about~~involves ~~the~~management ~~effectiveness~~or ofother ~~those~~employees ~~disclosure~~who ~~controls~~have ~~and~~a ~~procedures,~~significant asrole ofin the Company's ~~end~~internal ofcontrol ~~the~~over ~~Reporting~~financial ~~Period~~reporting. ~~based on that evaluation; and~~

~~(d) disclosed in the Report any change in the~~ ~~Company's~~CHRIS ~~internal~~A. ~~control over financial reporting that occurred during the~~DITTMAR ~~last~~CHRIS ~~fiscal~~A. ~~quarter of the Reporting Period that has materially affected or~~DITTMAR isCHIEF ~~reasonably~~EXECUTIVE ~~likely to materially affect the Company's internal control over~~OFFICER ~~financial~~May ~~reporting.~~14, 2010

5. Based on our most recent evaluation of internal control over financial reporting, the Company's other certifying officer and I have disclosed to the Company's auditors and the audit committee of the Company's board of directors: 17

~~(a)~~EnDevCo, ~~all~~Inc. ~~significant deficiencies~~ and ~~material~~Subsidiaries ~~weaknesses~~March ~~in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company's ability to record~~31, ~~process,~~ ~~summarize and report financial information; and~~ 2010

EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(bA) ~~any~~OR ~~fraud~~15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 In connection with the Quarterly Report of EnDevCo, ~~whether~~Inc. or(the ~~not~~"Company") on ~~material~~Form 10Q (the "Report") for the quarter ended March 31, ~~that~~2010 (the "Reporting ~~involves~~Period"), ~~management~~as orfiled ~~other~~with ~~employees~~the ~~who~~Securities ~~have~~Exchange aCommission ~~significant~~on ~~role~~the indate hereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned, Charles R. Close, Chief Financial Officer of the Company's, certifies ~~internal~~pursuant ~~control~~to ~~over~~Rule ~~financial~~13a-14(a) ~~reporting.~~or 15d-14(a) under the Exchange Act that:

~~CHRIS A~~1. I ~~DITTMAR CHRIS~~have A.reviewed ~~DITTMAR CHIEF~~the ~~EXECUTIVE~~Report. ~~OFFICER November 13, 2009~~

192. Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they are made, not misleading with respect to the Reporting Period.

~~EnDevCo~~3. Based on my knowledge, ~~Inc.~~the consolidated financial statements and ~~Subsidiaries~~other financial information included in the Report fairly present in all ~~September~~material 30respects the financial condition, ~~2009~~results of operations and cash flows of the Company as of the date and for the periods reported therein.

~~EXHIBIT 31~~4.2 The Company's other certifying officer and I are responsible ~~CERTIFICATION~~for OFestablishing ~~CHIEF~~and ~~FINANCIAL~~maintaining ~~OFFICER~~disclosure ~~PURSUANT~~controls TOand ~~RULE~~procedures (as defined ~~13A~~in Rule 13a-1415(Ae) ORand ~~15D~~15d-1415(Ae) ~~UNDER~~under ~~THE~~the ~~SECURITIES~~Exchange ~~EXCHANGE ACT~~Act) OFfor ~~1934~~the Company and Ininternal ~~connection~~control ~~with~~over ~~the~~financial ~~Quarterly~~reporting ~~Report~~(as ofdefined ~~EnDevCo,~~in ~~Inc.~~Rule 13a-15(~~the "Company"~~f) and on15d-15(f) ~~Form~~under ~~10Q (~~the ~~"Report"~~Exchange Act) for the ~~quarter ended June 30~~Company, ~~2008~~and ~~(the~~we ~~"Reporting~~have: ~~Period"~~ (a) designed those disclosure controls and procedures, or ascaused ~~filed~~them ~~with~~to ~~the~~be ~~Securities~~designed ~~Exchange~~under ~~Commission~~our onsupervision, ~~the~~to ~~date~~ensure ~~hereof~~that material ~~under~~information relating to the ~~Securities~~Company, ~~Exchange~~including ~~Act~~its ofconsolidated ~~1934~~subsidiaries, is asmade ~~amended~~known (to us by other personnel employed by the ~~"Exchange~~Company ~~Act")~~and its subsidiaries, particularly within the ~~undersigned,~~Reporting ~~Joseph~~Period; (b) ~~Lessard~~designed those internal controls over financial reporting, ~~Chief~~or ~~Financial~~caused ~~Officer~~them ofto ~~the~~be ~~Company~~designed under our supervision, ~~certifies~~to provide reasonable ~~pursuant~~assurances toregarding ~~Rule~~the ~~13a-14(a)~~reliability orof ~~15d-14(a)~~financial ~~under~~reporting and the ~~Exchange~~preparation of ~~Act~~financial ~~that:~~statements for external purposes in accordance with generally accepted accounting principles;

~~4. The~~ (a) ~~Company's~~all ~~other~~significant ~~certifying~~deficiencies ~~officer~~ and ~~I are responsible~~material ~~for~~weaknesses ~~establishing and maintaining disclosure controls and procedures (as defined~~ in ~~Rule 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~design ~~Act)~~or ~~for~~operation ~~the~~of ~~Company and~~ internal ~~control~~controls over financial reporting ~~(as defined in Rule 13a-15(f) and~~ ~~15d-15(f)~~which ~~under~~are ~~the~~reasonably ~~Exchange~~likely ~~Act) for the Company, and we have: (a) designed those disclosure controls and procedures, or caused them~~ to beadversely ~~designed~~affect ~~under our supervision, to ensure that material information relating to~~ the Company,'s ~~including~~ability ~~its consolidated subsidiaries, is made known~~ to ~~us by other personnel employed by the Company and its subsidiaries~~record, ~~particularly within the Reporting Period; (b) designed those internal controls over financial reporting~~process, orsummarize ~~caused~~and ~~them~~report ~~to be designed under our supervision, to provide reasonable assurances regarding the reliability of~~ financial ~~reporting~~information; and ~~the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;~~

~~(d) disclosed in the Report any change in the~~ ~~Company's~~CHARLES ~~internal~~R. ~~control over financial reporting that occurred during the~~CLOSE ~~last~~CHARLES ~~fiscal~~R. ~~quarter of the Reporting Period that has materially affected or~~CLOSE isCHIEF ~~reasonably~~FINANCIAL ~~likely to materially affect the Company's internal control over~~OFFICER ~~financial~~May ~~reporting.~~14, 2010

~~(a)~~EnDevCo, ~~all~~Inc. ~~significant deficiencies~~ and ~~material~~Subsidiaries ~~weaknesses~~ March ~~in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company's ability to record~~31, ~~process,~~ ~~summarize and report financial information; and~~ 2010

~~(b)~~EXHIBIT ~~any~~32.1 ~~fraud, whether or not material, that~~ ~~involves management or other employees who have a significant role in the Company's internal control over financial reporting.~~

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(B) ~~JOSEPH~~OR ~~LESSARD~~15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF CHAPTER ~~JOSEPH~~63 ~~LESSARD~~OF TITLE 18 OF THE UNITED STATES CODE ~~CHIEF~~ In ~~FINANCIAL~~connection ~~OFFICER~~with the Quarterly Report of EnDevCo, Inc. (the "Company") on ~~November~~Form 1310Q (the "Report") for the quarter ended March 31, ~~2009~~2010, as filed with the Securities Exchange Commission on the date hereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned, Chris A. Dittmar, Chief Executive Officer, certifies pursuant to Rule 13a-14(b) or 15d-14(a) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:

201. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

~~EnDevCo~~2. The information contained in the Report fairly presents, ~~Inc.~~in all material respects, the financial condition and ~~Subsidiaries~~results of operations of ~~September~~ the ~~30,~~Company ~~2009~~as of the date and for the periods reported therein.

~~EXHIBIT~~CHRIS 32A.1 DITTMAR CHRIS A. DITTMAR CHIEF EXECUTIVE OFFICER May 14, 2010

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(B) OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE In connection with the Quarterly Report of EnDevCo, Inc. (the "Company") on Form 10Q (the "Report") for the quarter ended June 30, 2008, as filed with the Securities Exchange Commission on the date hereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned, Chris A. Dittmar, Chief Executive Officer, certifies pursuant to Rule 13a-14(b) or 15d-14(a) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, that: 19

1EnDevCo, Inc. ~~The~~ ~~Report~~and ~~fully complies with the requirements of Section 13(a)~~Subsidiaries orMarch ~~15(d)~~31, ~~of the Exchange Act; and~~ 2010

2EXHIBIT 32. ~~The~~2 ~~information contained in the Report fairly presents, in~~ ~~all material respects, the financial condition and results of operations of the Company as of the date and for the periods reported therein.~~

~~CHRIS~~CERTIFICATION A.OF ~~DITTMAR~~CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(B) ~~CHRIS~~OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE In connection with the Quarterly Report of EnDevCo, Inc. ~~DITTMAR~~(the "Company") on ~~CHIEF~~Form ~~EXECUTIVE~~10Q ~~OFFICER~~(the "Report") for the quarter ended March 31, 2010, as filed with ~~November~~the 13Securities Exchange Commission on the date hereof under the Securities Exchange Act of 1934, ~~2009~~as amended (the "Exchange Act"), the undersigned, Charles R. Close, Chief Financial Officer of the Company, certifies pursuant to Rule 13a-14(b) or 15d-14(a) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:

211. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

~~EnDevCo~~2. The information contained in the Report fairly presents, ~~Inc.~~in all material respects, the financial condition and ~~Subsidiaries~~results of operations of ~~September~~the ~~30,~~Company ~~2009~~as of the date and for the periods reported therein.

~~EXHIBIT~~CHARLES 32R.2 CLOSE CHARLES R. CLOSE CHIEF FINANCIAL OFFICER May 14, 2010

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(B) OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE In connection with the Quarterly Report of EnDevCo, Inc. (the "Company") on Form 10Q (the "Report") for the quarter ended June 30, 2008, as filed with the Securities Exchange Commission on the date hereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned, Joseph Lessard, Chief Financial Officer of the Company, certifies pursuant to Rule 13a-14(b) or 15d-14(a) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, that: 20

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the date and for the periods reported therein.

JOSEPH LESSARD JOSEPH LESSARD CHIEF FINANCIAL OFFICER November 13, 2009

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