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<head>

<title>UNITED STATES</title></head><body lang=EN-US class="Normal" bgcolor="#FFFFFF">




<p align=center style='text-align:center'><b>UNITED STATES<br>
  </b><b>SECURITIES AND EXCHANGE COMMISSION<br>
  </b>Washington, D.C. 20549</p>
<h1 align="center">FORM S-8</h1>
<div align="center">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 </div>
<p align=center style='text-align:center'><b>EnDevCo, Inc.<br>
  </b>(Exact name of registrant as specified in its charter)</p>
<div align=center>
  <table border=0 cellspacing=0 cellpadding=0 width=624>
    <tr>
      <td width=360 valign=top class="Normal">
        <p align="center"><b>Texas</b></p>
      </td>
      <td width=108 valign=top class="Normal">&nbsp; </td>
      <td width=156 valign=top class="Normal">
        <p align=center style='text-align:center'><b>
  75-2548221</b></p>
      </td>
    </tr>
    <tr>
      <td width=360 valign=top class="Normal">
        <p align=center style='text-align:center'>(State or other jurisdiction</p>
      </td>
      <td width=108 valign=top class="Normal">&nbsp; </td>
      <td width=156 valign=top class="Normal">
        <p align=center style='text-align:center'>
  (I.R.S. Employer</p>
      </td>
    </tr>
    <tr>
      <td width=360 valign=top class="Normal">
        <p align=center style='text-align:center'>Of incorporation or organization)</p>
      </td>
      <td width=108 valign=top class="Normal">
        <p></p>
      </td>
      <td width=156 valign=top class="Normal">
        <p align=center style='text-align:center'>Identification Number)</p>
      </td>
    </tr>
    <tr>
      <td width=360 valign=top class="Normal">&nbsp; </td>
      <td width=108 valign=top class="Normal">&nbsp; </td>
      <td width=156 valign=top class="Normal">&nbsp; </td>
    </tr>
    <tr>
      <td width=360 valign=top class="Normal">
        <p align="center"><b>2425 Fountainview Dr. Suite 215, Houston, Texas</b></p>
      </td>
      <td width=108 valign=top class="Normal">&nbsp; </td>
      <td width=156 valign=top class="Normal">
        <p align=center style='text-align:center'><b>77057-4811</b></p>
      </td>
    </tr>
    <tr>
      <td width=360 valign=top class="Normal">
        <p align=center style='text-align:center'>(Address of principal executive offices)</p>
      </td>
      <td width=108 valign=top class="Normal">&nbsp; </td>
      <td width=156 valign=top class="Normal">
        <p align=center style='text-align:center'>(Zip code)</p>
      </td>
    </tr>
  </table>
  <br>
</div>
<p align="center"><b>Consulting Services Plan</b><br>
  (Full title of the plan)</p>
<p align="center"><font size="3"><b>Larry Swift</b><br>
  <b>Chief Financial Officer<br>
  EnDevCo, Inc.<br>
  2425 Fountainview Dr., Suite 215<br>
  Houston, Texas 77057-4811<br>
  </b>(Name and address of agent for service)</font></p>
<p align=center style='text-align:center'><b>(713) 977-4662<br>
  </b>(Telephone number, including area code, of agent for service)</p>
<p align=center style='text-align:center'>Copy to:<br>
  <b>John A. Brush<br>
  </b><b>EnDevCo, Inc.<br>
  </b><b>2425 Fountainview Dr., Suite 215<br>
  </b><b>Houston, TX 77057-4811<br>
  </b><b>(713) 977-4662</b></p>
<p class=MsoBodyText>IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE
  TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
  SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
  DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]</p>
<div align="center"><b>CALCULATION OF REGISTRATION FEE</b> </div>
<div align=center>
  <table border=1 cellspacing=0 cellpadding=0>
    <tr>
      <td width=196 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Title of Each Class of</b></p>
      </td>
      <td width=131 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Amount to</b></p>
      </td>
      <td width=158 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Proposed Maximum</b></p>
      </td>
      <td width=159 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Proposed Maximum</b></p>
      </td>
      <td width=129 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Amount of</b></p>
      </td>
    </tr>
    <tr>
      <td width=196 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Securities to be Registered</b></p>
      </td>
      <td width=131 valign=top class="Normal">
        <p align=center style='text-align:center'><b>be Registered</b></p>
      </td>
      <td width=158 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Offering Price</b></p>
      </td>
      <td width=159 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Aggregate offering</b></p>
      </td>
      <td width=129 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Registration fee</b></p>
      </td>
    </tr>
    <tr>
      <td width=196 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=131 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=158 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Per Share (*)</b></p>
      </td>
      <td width=159 valign=top class="Normal">
        <p align=center style='text-align:center'><b>Price (*)</b></p>
      </td>
      <td width=129 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
    </tr>
    <tr>
      <td width=196 valign=top class="Normal">
        <p align=center style='text-align:center'>Common Stock, no par value</p>
      </td>
      <td width=131 valign=top class="Normal">
        <p align=center style='text-align:center'>30,000,000 shares</p>
      </td>
      <td width=158 valign=top class="Normal">
        <p align=center style='text-align:center'>$ 0.065</p>
      </td>
      <td width=159 valign=top class="Normal">
        <p align=center style='text-align:center'>$ 1,950,000.00</p>
      </td>
      <td width=129 valign=top class="Normal">
        <p align=center style='text-align:center'>$247.06</p>
      </td>
    </tr>
  </table>
</div>
<p><br>
  * Estimated in accordance with Rule 457(h) under the Securities Act of 1933
  solely for the purpose of calculating the registration fee. The computation
  is based on the average of the high and low sale prices of the Common Stock
  as reported on April 30, 2004.</p>
<p align="center">-1-</p>
<hr>
<p align="center"><b>Part II</b></p>
<p align=center style='text-align:center'><b>INFORMATION REQUIRED IN THE REGISTRATION
  STATEMENT</b></p>
<p>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</p>
<p>The following documents, which have been filed with the securities and Exchange
  Commission (the "Commission") by EnDevCo, Inc. (the "Company"), are incorporated
  herein by reference and made a part hereof: (a) the Company's Annual Report
  on Form 10-KSB for the fiscal year ended December 31, 2003; and (b) all other
  reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December
  31, 2003.</p>
<p><font face="Times New Roman, Times, serif" size="3">All documents filed by
  the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended, subsequent to the date hereof and prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining unsold
  shall be deemed to be incorporated by reference herein and to be part hereof
  from the date of the filing of such documents. Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is deemed to be incorporated by reference herein modifies
  or supersedes such statement. Any such statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement</font></p>
<pre><font face="Times New Roman, Times, serif" size="3">ITEM 4. DESCRIPTION OF SECURITIES. </font></pre>
<p><font face="Times New Roman, Times, serif" size="3">The securities offered
  hereby are registered pursuant to Section 12 of the Exchange Act.</font></p>
<p><font face="Times New Roman, Times, serif">ITEM 5. INTERESTS OF NAMED EXPERTS
  AND COUNSEL.</font></p>
<p><font face="Times New Roman, Times, serif">John A. Brush holds 42,500 shares
  of preferred stock in the Company.</font></p>
<p><font face="Times New Roman, Times, serif">John A. Brush is on the Board of
  Directors of the Company.</font></p>
<p><font face="Times New Roman, Times, serif">ITEM 6. INDEMNIFICATION OF OFFICERS
  AND DIRECTORS.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">It is the position of the
  Securities and Exchange Commission (the "Commission") that indemnification
  against liabilities for violations under the federal securities laws, rules
  and regulations is against public policy. See subparagraph (C) of Item 9 below.</font></p>
<p>The Articles of Incorporation of the Company (&quot;Articles&quot;) provide
  for indemnification of Directors and Officers in accordance with the Texas Business
  Corporation Act.</p>
<p>Article XI of the Articles of Incorporation of the Company provides as follows:</p>
<p>&quot;Each Director and
  each officer or former Director or former officer of this corporation or each
  person who may have served at its request as a Director or officer of another
  corporation in which it owned shares of capital stock or of which it is a creditor,
  shall be indemnified by the corporation against liabilities imposed upon him
  and expenses reasonably incurred by him in <font face="Times New Roman, Times, serif" size="3">connection
  with any claim made against him, or any action, suit or proceeding to which
  he may be a party by reason of his being or having been such Director or Officer,
  and against such sums as independent counsel selected by the Board of Directors
  shall deem reasonable payment made in settlement of any such claims, action,
  suit or proceeding primarily with a view of avoiding expenses of litigation;
  provided, however, that no Director or Officer [shall be indemnified who] shall
  be adjudged in such action, suit or proceeding to be liable for negligence
  or misconduct in performance of duty, or with respect to any matters which
  shall be settled by the payment of sums which counsel selected by the Board
  of Directors shall not deem reasonably payment made primarily with a view of
  avoiding expenses of litigation, or with respect to matters for which such
  indemnification would be against public policy. Such right of indemnification
  shall be in addition to any other rights to which Directors and officers may
  be entitled.&quot;</font></p>
<p align="center">-2-</p>
<hr>
<p><br>
  Article 3.16 of the By Laws of the Company provides as follows:<br>
  <br>
  "The Board of Directors shall authorize the corporation to pay or reimburse
  any present or former Director or officer of the corporation any costs or expenses
  actually and necessarily incurred by him in any action, suit or proceeding to
  which he is made a party by reason of his holding such position; provided, however,
  that he shall not receive such indemnification if he be finally adjudicated
  therein to be liable for negligence or misconduct in office. The indemnification
  herein provided shall also extend to good faith expenditures incurred in anticipation
  of, or preparation for, threatened or proposed litigation. The Board of Directors
  may, in proper cases, extend the indemnification to cover the good faith settlement
  of any such action, suit, or proceeding, whether formally instituted or not.&quot;<br>
  <br>
  The foregoing discussion
  of the Company's Articles and of the Texas Business Corporation Act is not intended
  to be exhaustive and is qualified in its entirety by such Articles and statutes,
  respectively.<br>
  <br>
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.<br>
  <br>
  Not Applicable.<br>
  <br>
  ITEM 8. EXHIBITS.<br>
  <br>
  The following is a list
  of exhibits filed as part of the Registration Statement:<br>
  <br>
  </p>
<div align=center>
  <table border=0 cellspacing=0 cellpadding=0>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>Exhibit Number</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>Description of Exhibit</p>
      </td>
    </tr>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>--------------------</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>--------------------------------------</p>
      </td>
    </tr>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>5</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>Opinion of John A. Brush</p>
      </td>
    </tr>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>23(i)</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>Consent of Clyde Bailey, P.C.</p>
      </td>
    </tr>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>23(ii)</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>Consent of John A. Brush</p>
      </td>
    </tr>
  </table>
  <div align="left">
    <p align="center"><br>
      <br>
      -3-<br>
    </p>
    <hr>
    <p><br>
      <br>
      ITEM 9. UNDERTAKINGS.<br>
    </p>
  </div>
</div>
<p>The undersigned registrant hereby undertakes:<br>
  <br>
  A. <font size="3"></font><font size="3">(1) To file during any period in which
  offers or sales are being made, a post-effective amendment to this Registration
  Statement:<br>
  </font>a. to include any prospectus required by Section 10(a)(3) of the Securities
  Act of 1933;<br>
</p>
<p>b. to reflect in the prospectus any facts or events arising after the effective
  date of this registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggergate, represent a fundamental change
  in the information set forth in this registration statement;<br>
  <br>
  c. to include any material information with respect to the plan of distribution
  not previously disclosed in this registration statement or any material change
  to such information in this registration statement; provided, however, that
  paragraphs (a) (i) and (a) (ii) above do not apply if the registration statement
  is on Form S-3 or Form S-8 and the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
  Act that are incorporated by reference in the Registration Statement.<br>
  <br>
  (2) That, for the purpose of determining any liability under the Securities
  Act of 1933, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering
  of such securities at that time shall be deemed to be the initial bona fide
  offering thereof.<br>
  <br>
  (3) to remove from registratin by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.<br>
  <br>
  B. The undersigned registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
  Act of 1934 (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
  that is incorporated by reference in the registration statement shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.<br>
  <br>
  C. Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers, and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, that the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission, such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its counsel
  the matter has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question of whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication
  of such issue.<br>
  <br>
</p>
<p align="center">-4- <br>
</p>
<hr>
<div align="center">
  <p><br>
    SIGNATURES<br>
    </p>
  <p align="left">Pursuant to the requirements of the Securities Act of 1933,
    the Registrant certifies that it has reasonable grounds to believe that it
    meets all of the requirements for filing on Form S-8 and has duly caused this
    Registration Statement to be signed on its behalf by the undersigned, hereunto
    duly authorized, in the City of Houston, State of Texas, on April 28, 2004.<br>
    <br>
    EnDevCo, Inc.<br>
    <br>
    By: &nbsp;&nbsp;/s/ Chris
    A. Dittmar<br>
    _________________________________<br>
    Chris A. Dittmar,<br>
    Chief Executive Officer<br>
    <br>
    <br>
    Pursuant to the requirements
    of the Securities Act of 1933, this Registration Statement has been signed
    below by the following persons in the capacities and on the dates indicated:</p>
  <p align="left"><br>
    <br>
    </p>
  <table width="50%" border="1" bordercolor="#FFFFFF">
    <tr>
      <td width="32%">
        <div align="center"><u>Signature</u></div>
      </td>
      <td width="8%">&nbsp;</td>
      <td width="31%">
        <div align="center"><u>Title</u></div>
      </td>
      <td width="9%">&nbsp;</td>
      <td width="20%">
        <div align="center"><u>Date</u></div>
      </td>
    </tr>
    <tr>
      <td width="32%">&nbsp;</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">&nbsp;</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">Chief Executive Officer</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">April 28, 2004</td>
    </tr>
    <tr bordercolor="#FFFFFF">
      <td width="32%">/s/ Chris A. Dittmar</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">and Director</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="32%" valign="top"><font size="-7">_____________________________________</font></td>
      <td width="8%"><font size="-7"></font></td>
      <td width="31%"><font size="-7"></font></td>
      <td width="9%"><font size="-7"></font></td>
      <td width="20%"><font size="-7"></font></td>
    </tr>
    <tr>
      <td width="32%" height="25">Chris A. Dittmar</td>
      <td width="8%" height="25">&nbsp;</td>
      <td width="31%" height="25">&nbsp;</td>
      <td width="9%" height="25">&nbsp;</td>
      <td width="20%" height="25">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">&nbsp;</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">&nbsp;</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">/s/ Richard G. Boyce</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">Chief Operating Officer</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">April 28, 2004</td>
    </tr>
    <tr>
      <td width="32%" valign="top"><font size="-7">_____________________________________</font></td>
      <td width="8%">&nbsp;</td>
      <td width="31%">and Director</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">Richard G. Boyce</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">&nbsp;</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">&nbsp;</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">/s/ Larry Swift</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">Chief Financial Officer</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">April 28, 2004</td>
    </tr>
    <tr>
      <td width="32%" valign="top"><font size="-7">_____________________________________</font></td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">Larry Swift</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">&nbsp;</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">&nbsp;</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">/s/ John A. Brush</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">Director</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">April 28, 2004</td>
    </tr>
    <tr>
      <td width="32%" valign="top"><font size="-7">_____________________________________</font></td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
    <tr>
      <td width="32%">John A. Brush</td>
      <td width="8%">&nbsp;</td>
      <td width="31%">&nbsp;</td>
      <td width="9%">&nbsp;</td>
      <td width="20%">&nbsp;</td>
    </tr>
  </table>
  <p align="left"> </p>
</div>
<div align=center> <br>
  <br>
  -5-<br>
  <br>
  <hr>
</div>
<pre>&nbsp;</pre>
<pre>&nbsp;&nbsp;</pre>
<pre
style='text-align:center'>INDEX TO EXHIBITS</pre>
<pre>&nbsp;</pre>
<pre>&nbsp;</pre>
<pre>&nbsp;</pre>
<pre>&nbsp;</pre>
<div align=center>
  <table border=0 cellspacing=0 cellpadding=0>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>Exhibit Number</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>Description of Exhibit</p>
      </td>
    </tr>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>--------------------</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>--------------------------------------</p>
      </td>
    </tr>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>5</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>Opinion of John A. Brush</p>
      </td>
    </tr>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>23(i)</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>Consent of Clyde Bailey, P.C.</p>
      </td>
    </tr>
    <tr>
      <td width=271 valign=top class="Normal">
        <p
  style='text-align:center'>23(ii)</p>
      </td>
      <td width=24 valign=top class="Normal">
        <p>&nbsp;</p>
      </td>
      <td width=343 valign=top class="Normal">
        <p
  style='text-align:center'>Consent of John A. Brush</p>
      </td>
    </tr>
  </table>
  <br>
  <br>
  <br>
  <br>
  <br>
  -6-<br>
  <br>
  <hr>
  <br>
  <br>
  <br>
  <br>
</div>
<p align=center style='text-align:center'>EXHIBIT 5<br>
  OPINION OF JOHN A. BRUSH<br>
</p>
<p align=center style='text-align:center'>John A Brush<br>
  Attorney at Law<br>
  2425 Fountainview Drive, Suite 215<br>
  Houston, Texas 77057-4811<br>
  (713) 977-4662</p>
<p align="center">April 28, 2004</p>
<p>Superior Stock Transfer, Inc.<br>
  2425 Fountainview Drive, Suite 215<br>
  Houston, Texas 77057-4811</p>
<p>Dear Sir:</p>
<p>In your role as transfer agent and registrar of the common stock of EnDevCo,
  Inc. (the &quot;Company&quot;), no par value, (the &quot;Common Stock&quot;)
  you have requested our opinion regarding the issuance of shares of Common Stock
  pursuant to those certain agreements between the Company and (i) The Video Agency,
  Inc., a California corporation, signed on behalf of the Company on April 15,
  2004, (ii) Golden Ventures, LLC, a Delaware limited liability company made the
  26th day of April 2004, (iii) Plato &amp; Associates, a Texas corporation is
  made the 2nd day of April 2004, and (iv) Walt Szadzinski and Associates, Ltd.,
  an Illinois corporation effective the 5th day of April, 2004, herreinafter together
  referred to as the &quot;Agreements&quot;.</p>
<p align="left">In connection with the opinions expressed herein, I have examined
  (i) copies of the Company's Bylaws and a certified copy of the Company's Certificate
  of Incorporation, as each has been amended and restated since the inception
  of the Company. (ii) the Consent In Lieu of Special Meeting of the Board of
  Directors of the Company dated April 28, 2004, (iii) the Agreements; (iv) the
  Registration Statements on Form S-8 which Company has filed with the United
  States Securities and Exchange Commission (&quot;SEC&quot;) with respect to
  30,000,000 shares of Common Stock; and (v) such other documents, legal opinions,
  precedents, corporate and other records of the Company and certificates of public
  officials that I have deemed necessary or appropriate to provide the basis for
  the below opinions. I have assumed for the purposes of this opinion letter the
  genuineness of all signatures, the legal capacity of natural persons, the authenticity
  of the documents submitted to me as originals, the conformity to the original
  documents of all documents submitted to me as certified, facsimile or photostatic
  copies, and the authenticity of the originals of such copies.<br>
  <br>
  As used in this opinion letter, the expression or the phrase &quot;to my knowledge,&quot;
  or any similar expression or phrase with respect to my knowledge of matters
  of fact, means as to matters of fact that, based on my actual knowledge (and
  not including any constructive or imputed notice of any information), and after
  an examination of documents referred to herein, no facts have been disclosed
  to me that causes me to conclude that the opinions expressed are factually incorrect,
  but beyond that I have made no factual investigation for the purposes of rendering
  this opinion letter. Specifically, but. without limitation, I have not made
  any inquiries of securities holders or employees of the Company. No inference
  as to my knowledge of the existence or absence of any fact should be drawn from
  my representation of the Company or the rendering of the opinions set forth
  below. </p>
<p>This opinion letter relates solely to the General Corporation Law of the State
  of Texas and the federal law of the United States, and I express no opinion
  with respect to the effect or application of any other laws. Special rulings
  of authorities administering such laws or opinions of other counsel have not
  been sought or obtained.</p>
<p>Based upon and subject to the foregoing, and subject to the qualifications
  and exceptions contained herein, I am of the opinion that:</p>
<p>1. An aggregate of 30,000,000 shares of Common Stock have been authorized by
  the Board of Directors of the Company for issuance pursuant to the Agreements.<br>
  <br>
  2. As those shares are issued in accordance with the terms and conditions of
  the Agreements, the shares will constitute validly issued, fully paid and nonassessable
  shares of the Company's Common Stock.</p>
<p>3. To my knowledge, all the shares of the Company's Common Stock to be issued
  pursuant to the Agreements have been registered on Form S-8 registration statements
  filed with the SEC, and those registration statements remain in full force and
  effect.</p>
<p>4. To my knowledge, no orders or consent of any other governmental or regulatory
  authority need to be obtained in connection with the issuance of the shares
  of the Company's Common Stock to be issued pursuant to the Agreements and no
  stop orders have been issued with respect to such Common Stock</p>
<p>This opinion letter is rendered as of the date first written above solely for
  your benefit in connection with the issuance of shares of Common Stock pursuant
  to the Agreement.</p>
<p>My opinion is expressly limited to the matters set forth above, and I render
  no opinion, whether by implication or otherwise, as to any other matters relating
  to the Company. I assume no obligation to advise you of facts, circumstances,
  events or developments which hereafter may be brought to my attention and which
  may alter, affect or modify the opinions expressed herein. <br>
</p>
<p align="left">Siincerely,<br>
  <br>
  /s/ John A. Brush<br>
  <br>
  John A. Brush<br>
  <br>
</p>
<p align="center">-7- </p>
<br>
<hr>
<br>
<p align=center style='text-align:center'><br>
  <br>
</p>
<p align=center style='text-align:center'>EXHIBIT 23(i)<br>
  CONSENT OF CLYDE BAILEY, P.C.</p>
<p>CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</p>
<div align="left">
  <p>We consent to the incorporation by reference in the registration statement
    on Form S-8 of EnDevCo, Inc. of our report dated January 26, 2004 relating
    to the consolidated balance sheet of EnDevCo, Inc. as of December 31, 2003
    and the related statements of operations, changes in stockholders' equity
    and cash flows for the periods ended December 31, 2003 and December 31, 2002,
    which report appears in the annual report on Form 10-KSB as of December 31,
    2003 of EnDevCo, Inc.</p>
</div>
<p>Sincerely,<br>
  <br>
  /s/ Clyde Bailey<br>
  <br>
  Clyde Bailey, P.C.<br>
  San Antonio, Texas<br>
  April 28, 2004</p>
<p>&nbsp;</p>
<pre>&nbsp;</pre>
<p align="center">-8-<br>
</p>
<hr>
<p><br>
  <br>
  <br>
</p>
<p align=left style='text-align:center'>EXHIBIT 23(ii)<br>
  CONSENT OF JOHN A. BRUSH<br>
</p>
<p align="center">John A Brush<br>
  Attorney at Law<br>
  2425 Fountainview Drive, Suite 215<br>
  Houston, Texas 77057-4811<br>
  (713) 977-4662</p>
<p align="center">April 28, 2004</p>
<p>Chris A. Dittmar<br>
  EnDevCo, Inc.<br>
  2425 Fountainview Drive, Suite 215<br>
  Houston, Texas 77057-4811</p>
<p><font size="3">Re: Consent to use Opinion Regarding Form S-8 Registration Statement</font><br>
  <br>
  Dear Dittmar:<br>
</p>
<p><font size="3">I consent to the filing of my April 28, 2004 opinion regarding
  the Form S-8 Registration Statement as an exhibit to the Form S-8 Registration
  Statement and to the reference in the Form S-8 Registration Statement to John
  A. Brush under the heading &quot;Exhibits&quot;.<br>
  <br>
  </font><font size="3">Sincerely,<br>
  <br>
  /s/ John A. Brush<br>
  </font></p>
<div align="left"></div>
<div align="center">
  <div align="left">
    <div align="center">
      <div align="left">
        <p>John A. Brush<br>
        </p>
        <p align="center">-9-<br>
          </p>
      </div>
    </div>
  </div>
</div>
<hr>
</body>
</html>
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{"company-data": {"conformed-name": "ENDEVCO INC", "cik": "0000355300", "assigned-sic": "1311", "irs-number": "742142545", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115124", "film-number": "04775468"}, "business-address": {"street1": "2425 FOUNTAIN VIEW", "street2": "SUITE 215", "city": "HOUSTON", "state": "TX", "zip": "77057", "phone": "7139774662"}, "mail-address": {"street1": "2425 FOUNTAIN VIEW", "street2": "SUITE 215", "city": "HOUSTON", "state": "TX", "zip": "77057"}, "former-company": [{"former-conformed-name": "ADAIR INTERNATIONAL OIL & GAS INC", "date-changed": "19970814"}, {"former-conformed-name": "ROBERTS OIL & GAS INC", "date-changed": "19920703"}]}
UNITED STATES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EnDevCo, Inc.
(Exact name of registrant as specified in its charter)
Texas
75-2548221
(State or other jurisdiction
(I.R.S. Employer
Of incorporation or organization)
Identification Number)
2425 Fountainview Dr. Suite 215, Houston, Texas
77057-4811
(Address of principal executive offices)
(Zip code)
Consulting Services Plan
(Full title of the plan)
Larry Swift
Chief Financial Officer
EnDevCo, Inc.
2425 Fountainview Dr., Suite 215
Houston, Texas 77057-4811
(Name and address of agent for service)
(713) 977-4662
(Telephone number, including area code, of agent for service)
Copy to:
John A. Brush
EnDevCo, Inc.
2425 Fountainview Dr., Suite 215
Houston, TX 77057-4811
(713) 977-4662
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE
  TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
  SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
  DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Amount to
Proposed Maximum
Proposed Maximum
Amount of
Securities to be Registered
be Registered
Offering Price
Aggregate offering
Registration fee
Per Share (*)
Price (*)
Common Stock, no par value
30,000,000 shares
$ 0.065
$ 1,950,000.00
$247.06
* Estimated in accordance with Rule 457(h) under the Securities Act of 1933
  solely for the purpose of calculating the registration fee. The computation
  is based on the average of the high and low sale prices of the Common Stock
  as reported on April 30, 2004.
-1-
Part II
INFORMATION REQUIRED IN THE REGISTRATION
  STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the securities and Exchange
  Commission (the "Commission") by EnDevCo, Inc. (the "Company"), are incorporated
  herein by reference and made a part hereof: (a) the Company's Annual Report
  on Form 10-KSB for the fiscal year ended December 31, 2003; and (b) all other
  reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December
  31, 2003.
All documents filed by
  the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended, subsequent to the date hereof and prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining unsold
  shall be deemed to be incorporated by reference herein and to be part hereof
  from the date of the filing of such documents. Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is deemed to be incorporated by reference herein modifies
  or supersedes such statement. Any such statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement
ITEM 4. DESCRIPTION OF SECURITIES.
The securities offered
  hereby are registered pursuant to Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS
  AND COUNSEL.
John A. Brush holds 42,500 shares
  of preferred stock in the Company.
John A. Brush is on the Board of
  Directors of the Company.
ITEM 6. INDEMNIFICATION OF OFFICERS
  AND DIRECTORS.
It is the position of the
  Securities and Exchange Commission (the "Commission") that indemnification
  against liabilities for violations under the federal securities laws, rules
  and regulations is against public policy. See subparagraph (C) of Item 9 below.
The Articles of Incorporation of the Company ("Articles") provide
  for indemnification of Directors and Officers in accordance with the Texas Business
  Corporation Act.
Article XI of the Articles of Incorporation of the Company provides as follows:
"Each Director and
  each officer or former Director or former officer of this corporation or each
  person who may have served at its request as a Director or officer of another
  corporation in which it owned shares of capital stock or of which it is a creditor,
  shall be indemnified by the corporation against liabilities imposed upon him
  and expenses reasonably incurred by him in
connection
  with any claim made against him, or any action, suit or proceeding to which
  he may be a party by reason of his being or having been such Director or Officer,
  and against such sums as independent counsel selected by the Board of Directors
  shall deem reasonable payment made in settlement of any such claims, action,
  suit or proceeding primarily with a view of avoiding expenses of litigation;
  provided, however, that no Director or Officer [shall be indemnified who] shall
  be adjudged in such action, suit or proceeding to be liable for negligence
  or misconduct in performance of duty, or with respect to any matters which
  shall be settled by the payment of sums which counsel selected by the Board
  of Directors shall not deem reasonably payment made primarily with a view of
  avoiding expenses of litigation, or with respect to matters for which such
  indemnification would be against public policy. Such right of indemnification
  shall be in addition to any other rights to which Directors and officers may
  be entitled."
-2-
Article 3.16 of the By Laws of the Company provides as follows:
"The Board of Directors shall authorize the corporation to pay or reimburse
  any present or former Director or officer of the corporation any costs or expenses
  actually and necessarily incurred by him in any action, suit or proceeding to
  which he is made a party by reason of his holding such position; provided, however,
  that he shall not receive such indemnification if he be finally adjudicated
  therein to be liable for negligence or misconduct in office. The indemnification
  herein provided shall also extend to good faith expenditures incurred in anticipation
  of, or preparation for, threatened or proposed litigation. The Board of Directors
  may, in proper cases, extend the indemnification to cover the good faith settlement
  of any such action, suit, or proceeding, whether formally instituted or not."
The foregoing discussion
  of the Company's Articles and of the Texas Business Corporation Act is not intended
  to be exhaustive and is qualified in its entirety by such Articles and statutes,
  respectively.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a list
  of exhibits filed as part of the Registration Statement:
Exhibit Number
Description of Exhibit
--------------------
--------------------------------------
5
Opinion of John A. Brush
23(i)
Consent of Clyde Bailey, P.C.
23(ii)
Consent of John A. Brush
-3-
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A.
(1) To file during any period in which
  offers or sales are being made, a post-effective amendment to this Registration
  Statement:
a. to include any prospectus required by Section 10(a)(3) of the Securities
  Act of 1933;
b. to reflect in the prospectus any facts or events arising after the effective
  date of this registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggergate, represent a fundamental change
  in the information set forth in this registration statement;
c. to include any material information with respect to the plan of distribution
  not previously disclosed in this registration statement or any material change
  to such information in this registration statement; provided, however, that
  paragraphs (a) (i) and (a) (ii) above do not apply if the registration statement
  is on Form S-3 or Form S-8 and the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
  Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
  Act of 1933, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering
  of such securities at that time shall be deemed to be the initial bona fide
  offering thereof.
(3) to remove from registratin by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
B. The undersigned registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
  Act of 1934 (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
  that is incorporated by reference in the registration statement shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers, and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, that the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission, such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its counsel
  the matter has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question of whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication
  of such issue.
-4-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
    the Registrant certifies that it has reasonable grounds to believe that it
    meets all of the requirements for filing on Form S-8 and has duly caused this
    Registration Statement to be signed on its behalf by the undersigned, hereunto
    duly authorized, in the City of Houston, State of Texas, on April 28, 2004.
EnDevCo, Inc.
By:   /s/ Chris
    A. Dittmar
_________________________________
Chris A. Dittmar,
Chief Executive Officer
Pursuant to the requirements
    of the Securities Act of 1933, this Registration Statement has been signed
    below by the following persons in the capacities and on the dates indicated:
Signature
Title
Date
Chief Executive Officer
April 28, 2004
/s/ Chris A. Dittmar
and Director
_____________________________________
Chris A. Dittmar
/s/ Richard G. Boyce
Chief Operating Officer
April 28, 2004
_____________________________________
and Director
Richard G. Boyce
/s/ Larry Swift
Chief Financial Officer
April 28, 2004
_____________________________________
Larry Swift
/s/ John A. Brush
Director
April 28, 2004
_____________________________________
John A. Brush
-5-
INDEX TO EXHIBITS
Exhibit Number
Description of Exhibit
--------------------
--------------------------------------
5
Opinion of John A. Brush
23(i)
Consent of Clyde Bailey, P.C.
23(ii)
Consent of John A. Brush
-6-
EXHIBIT 5
OPINION OF JOHN A. BRUSH
John A Brush
Attorney at Law
2425 Fountainview Drive, Suite 215
Houston, Texas 77057-4811
(713) 977-4662
April 28, 2004
Superior Stock Transfer, Inc.
2425 Fountainview Drive, Suite 215
Houston, Texas 77057-4811
Dear Sir:
In your role as transfer agent and registrar of the common stock of EnDevCo,
  Inc. (the "Company"), no par value, (the "Common Stock")
  you have requested our opinion regarding the issuance of shares of Common Stock
  pursuant to those certain agreements between the Company and (i) The Video Agency,
  Inc., a California corporation, signed on behalf of the Company on April 15,
  2004, (ii) Golden Ventures, LLC, a Delaware limited liability company made the
  26th day of April 2004, (iii) Plato & Associates, a Texas corporation is
  made the 2nd day of April 2004, and (iv) Walt Szadzinski and Associates, Ltd.,
  an Illinois corporation effective the 5th day of April, 2004, herreinafter together
  referred to as the "Agreements".
In connection with the opinions expressed herein, I have examined
  (i) copies of the Company's Bylaws and a certified copy of the Company's Certificate
  of Incorporation, as each has been amended and restated since the inception
  of the Company. (ii) the Consent In Lieu of Special Meeting of the Board of
  Directors of the Company dated April 28, 2004, (iii) the Agreements; (iv) the
  Registration Statements on Form S-8 which Company has filed with the United
  States Securities and Exchange Commission ("SEC") with respect to
  30,000,000 shares of Common Stock; and (v) such other documents, legal opinions,
  precedents, corporate and other records of the Company and certificates of public
  officials that I have deemed necessary or appropriate to provide the basis for
  the below opinions. I have assumed for the purposes of this opinion letter the
  genuineness of all signatures, the legal capacity of natural persons, the authenticity
  of the documents submitted to me as originals, the conformity to the original
  documents of all documents submitted to me as certified, facsimile or photostatic
  copies, and the authenticity of the originals of such copies.
As used in this opinion letter, the expression or the phrase "to my knowledge,"
  or any similar expression or phrase with respect to my knowledge of matters
  of fact, means as to matters of fact that, based on my actual knowledge (and
  not including any constructive or imputed notice of any information), and after
  an examination of documents referred to herein, no facts have been disclosed
  to me that causes me to conclude that the opinions expressed are factually incorrect,
  but beyond that I have made no factual investigation for the purposes of rendering
  this opinion letter. Specifically, but. without limitation, I have not made
  any inquiries of securities holders or employees of the Company. No inference
  as to my knowledge of the existence or absence of any fact should be drawn from
  my representation of the Company or the rendering of the opinions set forth
  below.
This opinion letter relates solely to the General Corporation Law of the State
  of Texas and the federal law of the United States, and I express no opinion
  with respect to the effect or application of any other laws. Special rulings
  of authorities administering such laws or opinions of other counsel have not
  been sought or obtained.
Based upon and subject to the foregoing, and subject to the qualifications
  and exceptions contained herein, I am of the opinion that:
1. An aggregate of 30,000,000 shares of Common Stock have been authorized by
  the Board of Directors of the Company for issuance pursuant to the Agreements.
2. As those shares are issued in accordance with the terms and conditions of
  the Agreements, the shares will constitute validly issued, fully paid and nonassessable
  shares of the Company's Common Stock.
3. To my knowledge, all the shares of the Company's Common Stock to be issued
  pursuant to the Agreements have been registered on Form S-8 registration statements
  filed with the SEC, and those registration statements remain in full force and
  effect.
4. To my knowledge, no orders or consent of any other governmental or regulatory
  authority need to be obtained in connection with the issuance of the shares
  of the Company's Common Stock to be issued pursuant to the Agreements and no
  stop orders have been issued with respect to such Common Stock
This opinion letter is rendered as of the date first written above solely for
  your benefit in connection with the issuance of shares of Common Stock pursuant
  to the Agreement.
My opinion is expressly limited to the matters set forth above, and I render
  no opinion, whether by implication or otherwise, as to any other matters relating
  to the Company. I assume no obligation to advise you of facts, circumstances,
  events or developments which hereafter may be brought to my attention and which
  may alter, affect or modify the opinions expressed herein.
Siincerely,
/s/ John A. Brush
John A. Brush
-7-
EXHIBIT 23(i)
CONSENT OF CLYDE BAILEY, P.C.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
    on Form S-8 of EnDevCo, Inc. of our report dated January 26, 2004 relating
    to the consolidated balance sheet of EnDevCo, Inc. as of December 31, 2003
    and the related statements of operations, changes in stockholders' equity
    and cash flows for the periods ended December 31, 2003 and December 31, 2002,
    which report appears in the annual report on Form 10-KSB as of December 31,
    2003 of EnDevCo, Inc.
Sincerely,
/s/ Clyde Bailey
Clyde Bailey, P.C.
San Antonio, Texas
April 28, 2004
-8-
EXHIBIT 23(ii)
CONSENT OF JOHN A. BRUSH
John A Brush
Attorney at Law
2425 Fountainview Drive, Suite 215
Houston, Texas 77057-4811
(713) 977-4662
April 28, 2004
Chris A. Dittmar
EnDevCo, Inc.
2425 Fountainview Drive, Suite 215
Houston, Texas 77057-4811
Re: Consent to use Opinion Regarding Form S-8 Registration Statement
Dear Dittmar:
I consent to the filing of my April 28, 2004 opinion regarding
  the Form S-8 Registration Statement as an exhibit to the Form S-8 Registration
  Statement and to the reference in the Form S-8 Registration Statement to John
  A. Brush under the heading "Exhibits".
Sincerely,
/s/ John A. Brush
John A. Brush
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