10-Q 1 q.htm 10-Q q.htm


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

 
FORM 10-Q
(Mark One)

[ X ]
QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                                                                April 30, 2008

[    ]
TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                                                                                            to

Commission file number     000-52958


ENDEAVOR EXPLORATIONS INC.
(Exact name of registrant as specified in its charter)


Nevada
00-0000000
(State or other jurisdiction of incorporation or organization)
 
 (I.R.S. Employer Identification No.)
114 West Magnolia Street, #400-102, Bellingham, Washington
98225
 (Address of principal executive offices)
 (Zip Code)
206-338-2649
 (Registrant’s telephone number, including area code)
 
n/a
 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 [ X ] Yes         [    ]  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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.

Larger accelerated filer                                           [     ]                                                                                                                      Accelerated filer                                                      [     ]
Non-accelerated filer                                                [     ]  (Do not check if a smaller reporting company)                                 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).
[ X ] Yes         [   ]  No

APPLICABLE ONLY TO CORPORATE ISSUERS

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

Class
 
Outstanding at June 13, 2008
common stock - $0.0001 par value
31,040,000
 

 
Page - 1

 
PART I – FINANCIAL INFORMATION

Item 1.                      Financial Statements.


ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)


FINANCIAL STATEMENTS


April 30, 2008



 
 Table of Contents:
 Index
   
 Balance Sheets  
 F-1
 Statements of Operations 
 F-2
 Statements of Cash Flows 
 F-3
 Notes to the Financial Statements
 F-4
 


 
Page - 2


ENDEAVOR EXLORATIONS INC.
(An Exploration Stage Company)
(Unaudited)

           
 
April 30,
   
July 31,
 
 
2008
   
2007
 
   
ASSETS
 
           
CURRENT
         
Cash
$ 16,522     $ 1,910  
               
  $ 16,522     $ 1,910  
               
   
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
   
CURRENT
             
Accounts payable and accrual liabilities
$ 7,878     $ -  
Current portion of long-term debt (Note 2)
  47,657       -  
Promissory notes payable (Note 3)
  64,409       -  
Due to related parties
  4,620       10  
    124,564       10  
               
Long-term debt (Note 2)
  218,427       -  
    342,991       10  
               
STOCKHOLDERS’ EQUITY (DEFICIT)
 
Common stock (Note 4)
             
Authorized:
             
75,000,000 common shares, $0.0001 par value,
             
Issued and outstanding:
             
   31,040,000 common shares (July 31, 2007 – 29,000,000)
  3,104       725  
Additional paid-in capital
  7,108,104       26,075  
Deficit accumulated during the exploration stage
  (7,437,677 )     (24,900 )
    (326,469 )     1,900  
               
  $ 16,522     $ 1,910  
               
SUBSEQUENT EVENT (Note 6)
             

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

 

F - 1


ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)
(Unaudited)

                         
Cumulative from
 
 
Three months
   
Three months
   
Nine months
   
Nine months
   
July 13, 2005
 
 
ended
   
ended
   
ended
   
ended
   
(Inception) to
 
 
April 30,
   
April 30,
   
April 30,
   
April 30,
   
April 30,
 
 
2008
   
2007
   
2008
   
2007
   
2008
 
                             
EXPENSES
                           
   Mineral property cost (Note 5)
$ -     $ -     $ 7,292,997     $ -     $ 7,300,497  
   Finance charges (Note 3)
  64,409       -       64,409       -       64,409  
   Office and other administration expenses
  19,046       6,784       55,371       12,735       72,771  
                                       
NET LOSS
$ (83,455 )   $ (6,784 )   $ (7,412,777 )   $ (12,735 )   $ (7,437,677 )
                                       
NET LOSS PER SHARE – BASIC AND DILUTED
$ (0.00 )   $ (0.00 )   $ (0.26 )   $ (0.00 )        
                                       
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED
  31,040,000       29,000,000       28,069,304       29,000,000          
                                       





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

 
F - 2



ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)
(Unaudited)

             
Cumulative from
 
 
Nine months ended 
April 30,
   
Nine months ended 
April 30,
   
July 13, 2005 (Inception) to April 30,
 
 
2008
   
2007
   
2008
 
                 
OPERATING ACTIVITIES
               
Net loss
$ (7,412,777 )   $ (12,735 )   $ (7,437,677 )
Non cash item:
                     
Shares issued for the purchase of mineral property
  7,000,000       -       7,000,000  
Finance charges
  64,409       -       64,409  
Non-cash working capital items:
                     
Accounts payable and accrual liabilities
  7,878       4,560       7,878  
Advances from (repayment to) related party
  4,610       (590 )     4,620  
Net cash used in operations
  (335,880 )     (8,765 )     (360,770 )
                       
                       
FINANCING ACTIVITIES
                     
Long-term debt
  266,084       -       266,084  
Proceeds on sale of common stock
  20,000       -       46,800  
Promissory notes payable
  64,409       -       64,409  
Payments made for shares cancellation
  (1 )     -       (1 )
Net cash provided by financing activities
  350,492       -       377,292  
                       
INCREASE (DECREASE) IN CASH
  14,612       (8,765 )     16,522  
                       
CASH, BEGINNING
  1,910       18,954       -  
                       
CASH, ENDING
$ 16,522     $ 10,189     $ 16,522  
                       
                       
Supplemental cash flow information
                     
Cash paid for:
                     
   Interest
$ -     $ -     $ -  
      Income taxes
$ -     $ -     $ -  
                       
Non-cash item:
                     
Shares issued for mineral property
$ 7,000,000     $ -     $ 7,000,000  

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

F - 3


ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)
(Unaudited)


Note 1                 Basis of Presentation

 
Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles ("US GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended July 31, 2007 included in the Company's annual report filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended April 30, 2008 are not necessarily indicative of the results that may be expected for the year ending July 31, 2008.

Note 2                 Long-term debt
 
    January 31, 2008
Mineral property debt
  $ 266,084  
Less: current portion
    (47,657 )
    $ 218,427  

 
On January 18, 2008, the Company purchased 100% interest in eight mineral claims known as Martin Lake Properties located in the Uranium City area of Northern Saskatchewan, Canada.  The Company is obligated to make future payments of $266,084 ($268,000 CAD) (Note 5).  The debt amount is repayable every ninety-two days, does not bear any interest.
 

F - 4


ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)


Note 3
Convertible Promissory Notes Payable

a)  
On December 14, 2007 the Company issued a convertible promissory note with a principal amount of $14,409 to a former officer, who ceased to be an officer of the Company on January 31, 2008. The note is unsecured, payable on demand and does not bear any interest. The note, or any part there of, can be converted to one share of the Company for each $0.01 outstanding in principal. At conversion, the maximum number of shares that will be issued is 1,440,900. In accordance with EITF 98-5, the beneficial conversion feature of $1,455,309 was limited to $14,409, being the face value of the note.

b)  
On March 17, 2008 the Company issued a convertible promissory note with a principal amount of $25,000. The note is unsecured, payable on demand and does not bear any interest. The note, or any part there of, can be converted to one share of the Company for each $0.50 outstanding in principal. At conversion, the maximum number of shares that will be issued is 50,000. In accordance with EITF 98-5, the beneficial conversion feature of $63,500 was limited to $25,000, being the face value of the note.

c)  
On April 15, 2008 the Company issued a convertible promissory note with a principal amount of $25,000. The note is unsecured, payable on demand and does not bear any interest. The note, or any part there of, can be converted to one share of the Company for each $0.50 outstanding in principal. At conversion, the maximum number of shares that will be issued is 50,000. In accordance with EITF 98-5, the beneficial conversion feature of $70,000 was limited to $25,000, being the face value of the note.

Note 4
Common Stock

 
(a)
Effective November 9, 2007, the Company declared a three share for every one share stock dividend.

(b)  
Effective November 30, 2007 the Company cancelled 8,000,000 of its issued and outstanding shares.

(c)  
Effective January 23, 2008, the Company issued 40,000 common shares in accordance with a private placement at $0.50 per share for total proceeds of $20,000.

(d)  
On January 18, 2008, the directors of the Company approved the issuance of 10,000,000 common shares as part of the consideration of the purchase of the Martin Lake Properties (Note 5).



F - 5


ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)


Note 5
Mineral Property
 
On January 18, 2008, the Company purchased 100% interest in eight mineral claims known as Martin Lake Properties located in the Uranium City area of Northern Saskatchewan, Canada.  Under the terms of the purchase agreement, the Company must make cash payment of $290,000 CAD and issue 10,000,000 restricted shares of common shares as follows:

(a)  
$10,000 CAD initial payment upon closing (paid)

(b)  
$280,000 CAD future payments comprised of a $12,000 CAD payment ninety-two days from the date of closing, and every ninety-two days after that date to a maximum of $280,000 CAD; and

(c)  
10,000,000 restricted shared of the Company’s common stock upon closing.

Note 6                 Subsequent Event

On May 21, 2008, the Company issued a convertible promissory note with a principal amount of $25,000. The note is unsecured, payable on demand and does not bear any interest. The note, or any part there of, can be converted to one share of the Company for each $0.50 outstanding in principal. At conversion, the maximum number of shares that will be issued is 50,000.



F - 6



 Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.

THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF ENDEAVOR EXPLORATIONS INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Overview

Endeavor was incorporated in the State of Nevada on July 13, 2005.  Endeavor is an exploration stage company.  Endeavor’s principal business is the acquisition and exploration of mineral resources.  Endeavor has not presently determined whether the mineral properties that it has an interest in contain mineral reserves that are economically recoverable.

Management has decided to expand Endeavor’s focus and identify and assess new projects for acquisition purposes that are more global in nature.  Management will continue to focus on exploring and adding value to the project interests already acquired but will also now focus on new projects that present themselves as viable opportunities for Endeavor and its business.

Martin Lake Claims

On January 18, 2008, Endeavor Explorations Inc. acquired eight mineral claims located in the Uranium City area of Northern Saskatchewan known as the Martin Lake Properties (the “Martin Lake Claims”).  The Martin Lake Claims cover approximately 1,500 hectares (3,700 acres) and are all in good standing to at least November, 2008.  See Exhibit 10.2 – Mining Property Purchase Agreement for more details.

Fork Claims

Endeavor conducted and completed the first phase of an initial preliminary exploration program for base and precious metals on the Dome-Endeavor property (the “Fork Claims”).  Endeavor obtained a geological report in November 2007 that summarizes the results and conclusions of this initial phase, which concluded that further exploration of the Fork Claims was not warranted.   Accordingly, in November 2007 Endeavor abandoned the Fork Claims and any further exploration on this mineral property.

Plan of Operation

Martin Lake Claims

During the next 12 months management plans on advancing the exploration data base as well as conduct geological exploration work on its Martin Lake Claims located in the Uranium City area of Saskatchewan.  Management is currently organizing to send a geologist to the Martin Lake Claims to conduct a preliminary survey and propose an exploration work program for the Martin Lake Claims.  Management anticipates that the geologist will be able to visit the Martin Lake Claims in summer 2008.

Management intends to actively seek equity investment and or joint venture opportunities with other mining companies to help finance the geological work required to qualify its properties for a 43-101 compliant technical report.

Risk Factors

An investment in Endeavor’s common stock involves a number of very significant risks.  Prospective investors should refer to all the risk factors disclosed in Endeavor’s Form SB-2 filed on April 4, 2007 and Endeavor’s Form 10-KSB filed on October 30, 2007.


Page - 9


Financial Condition

As at April 30, 2008, Endeavor had a cash balance of $16,522.  Management does not anticipate generating any revenue for the foreseeable future.  When additional funds become required, the additional funding will come from equity financing from the sale of Endeavor’s common stock or sale of part of its interest in the Martin Lake Claims.  If Endeavor is successful in completing an equity financing, existing shareholders will experience dilution of their interest in Endeavor.  Endeavor does not have any financing arranged and Endeavor cannot provide investors with any assurance that Endeavor will be able to raise sufficient funding from the sale of its common stock.  In the absence of such financing, Endeavor’s business will fail.

Based on the nature of Endeavor’s business, management anticipates incurring operating losses in the foreseeable future.  Management bases this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines.  Endeavor’s future financial results are also uncertain due to a number of factors, some of which are outside its control.  These factors include, but are not limited to:

·  
Endeavor’s ability to raise additional funding;
·  
the market price for minerals;
·  
the results of Endeavor’s proposed exploration programs on its exploration mineral properties; and
·  
Endeavor’s ability to find joint venture partners for the development of its exploration mineral properties.

Due to Endeavor’s lack of operating history and present inability to generate revenues, Endeavor’s auditors have stated their opinion that there currently exists a substantial doubt about Endeavor’s ability to continue as a going concern.  Even if Endeavor completes its current exploration program, and it is successful in identifying a mineral deposit, Endeavor will have to spend substantial funds on further drilling and engineering studies before it will know if it has a commercially viable mineral deposit or reserve.

Liquidity

Endeavor’s internal sources of liquidity will be loans that may be available to Endeavor from management.  Management has previously loaned Endeavor donated services and rent.  Though Endeavor has no written arrangements with any of its directors or officers, Endeavor expects that the directors or officers will provide Endeavor with internal sources of liquidity, if it is required.

Also, Endeavor’s external sources of liquidity will be private placements for equity conducted outside the United States.  During the quarter covered by this quarterly report, Endeavor did not complete any definitive arrangements for any external sources of liquidity.

Capital Resources

As of April 30, 2008, Endeavor had total assets of $16,522, consisting of cash, and total liabilities of $342,991 for a net working capital of $(326,469), compared with a net working capital of $1,900 as of July 31, 2007.  The liabilities consisted of $7,878 in accounts payable and accrual liabilities, $266,084 in long-term debt, $64,409 in promissory notes payable, and $4,620 due to related parties.

There are no assurances that Endeavor will be able to achieve further sales of its common stock or any other form of additional financing.  If Endeavor is unable to achieve the financing necessary to continue its plan of operations, then Endeavor will not be able to continue its exploration programs and its business will fail.

Net Cash Used in Operating Activities

For the nine month period ended April 30, 2008, net cash used in operating activities increased to $321,348 compared with $8,765 for the same nine month period in the previous fiscal year.

 
Page - 10


At April 30, 2008, Endeavor had cash of $16,522.  During the nine month period ended April 30, 2008, Endeavor used $335,880 in cash for operating activities.  This was primarily a result of $7,000,000 for the shares issued to purchase the mineral property, and finance charges of $64,409, and the non-cash working capital items of $7,878 in accounts payable and accrual liabilities, and advances from related parties of $4,610.

Net Cash Used in Investing Activities

Net cash provided by investing activities was $nil for the nine month period ended April 30, 2008 as compared with $nil of cash used for the same nine month period in the previous fiscal year.

Net Cash Provided By Financing Activities

Net cash flows provided by financing activities increased to $350,492 for the nine month period ended April 30, 2008 as compared with financing activities of $nil for the same nine month period in the previous fiscal year primarily as a result of the long-term debt of $266,084, proceeds on sale of common stock of $20,000, and a promissory note payable of $64,409.

Results of Operation for the Period Ended April 30, 2008

Endeavor has had no operating revenues since its inception on July 13, 2005, through to April 30, 2008.  Endeavor’s activities have been financed from the proceeds of share subscriptions.  From its inception, on July 13, 2005, to April 30, 2008 Endeavor has raised a total of $46,800 from private offerings of its common stock.

For the period from inception on July 13, 2005, to April 30, 2008, Endeavor incurred total expenses of $7,437,677.  These expenses included $7,300,497 in mineral property costs represented by payments made and future payments to be made on the mineral property.  Endeavor also incurred $64,409 in finance charges and $72,771 in office and other administration expenses.

For the nine month period ended April 30, 2008, Endeavor incurred total expenses of $7,412,777.  These expenses included (1) $7,292,997 in mineral property costs; (2) $55,371 for office and other administration expenses; and (3) $64,409 finance charges.

For the nine month period ended April 30, 2007, Endeavor incurred total expenses of $12,735 for office and other administration expenses.

Endeavor has not attained profitable operations and is dependent upon obtaining financing to pursue future acquisitions.  For these reasons, there is substantial doubt that Endeavor will be able to continue as a going concern.

Off-balance Sheet Arrangements

Endeavor has no off-balance sheet arrangements including arrangements that would affect its liquidity, capital resources, market risk support and credit risk support or other benefits.

Material Commitments for Capital Expenditures

Endeavor had no contingencies or long-term commitments at April 30, 2008.

Tabular Disclosure of Contractual Obligations

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

 
Page - 11


Overview and Anticipated Expenses

Management anticipates spending approximately $200,000 on the Martin Lake Claims in the next 12 months.  However, the amount to be spent on the Martin Lake Claims will depend on whether Endeavor conducts the exploration work program on the Martin Lake Claims itself or whether Endeavor enters into a joint venture with another party to assist with some or all of the exploration work program.

Management intends to continue to have Endeavor’s outside consultant assist in the preparation of its quarterly and annual financial statements and have these financial statements reviewed or audited by its independent auditor.  Endeavor’s outside consultant is expected to charge Endeavor approximately $1,250 to prepare its quarterly financial statements and approximately $1,750 to prepare its annual financial statements.  Endeavor’s independent auditor is expected to charge approximately $2,500 to review its quarterly financial statements and approximately $12,000 to audit its annual financial statements.  In the next 12 months, management anticipates spending approximately $25,000 to pay for Endeavor’s accounting and audit requirements.

Additionally, management expects to incur legal costs of approximately $4,000 per quarter to support three quarterly 10-Q filings and $5,000 to support one annual 10-K filing.  In the next twelve months, management anticipates spending approximately $17,000 for legal costs to pay for three quarterly filings and one annual filing.

Forward Looking Statements

The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties, including statements regarding Endeavor’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports Endeavor files with the Securities and Exchange Commission.  These factors may cause Endeavor’s actual results to differ materially from any forward-looking statement.  Endeavor disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.  The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including Walter Stunder, Endeavor’s Chief Executive Officer and Belkis Jimenez Rivero, Endeavor’s Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Page - 12



Management does not expect that Endeavor’s disclosure controls or its internal controls over financial reporting will prevent all error and fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met.  Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.  These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control.  A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Mr. Stunder and Ms. Jimenez Rivero have evaluated the effectiveness of the design and operation of Endeavor’s disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this quarterly report (the “Evaluation Date”).  Based on such evaluation, Mr. Stunder and Ms. Jimenez Rivero have concluded that, as of the Evaluation Date, Endeavor’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports Endeavor files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

Changes in Internal Controls

During the quarter of the fiscal year covered by this report, there were no changes in Endeavor’s internal controls or, to Endeavor’s knowledge, in other factors that have materially affected, or are reasonably likely to materially affect, these controls and procedures subsequent to the Evaluation Date.

Management’s Report on Internal Controls over Financial Reporting

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

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

Endeavor is not a party to any pending legal proceedings and, to the best of Endeavor’s knowledge, none of Endeavor’s property or assets are the subject of any pending legal proceedings.

Item 1A.  Risk Factors.

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

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter of the fiscal year covered by this report, (i) Endeavor did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Endeavor did not sell any unregistered equity securities, with the exception of:

February 2008 - Mineral Property Purchase Agreement

Also, during the quarter ended January 31, 2008, the directors approved the issuance of 10,000,000 restricted shares of common stock in the capital of Endeavor pursuant to the terms and conditions of a mineral property purchase agreement dated January 18, 2008.  These shares were issued on February 5, 2008.  See Exhibit 10.2 – Mineral Property Purchase Agreement for more details.
 
Page - 13


Item 3.  Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Endeavor.  Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise, during the quarter of the fiscal year covered by this report.

Item 5.  Other Information.

During the quarter of the fiscal year covered by this report, Endeavor reported all information that was required to be disclosed in a report on Form 8-K.

Endeavor has adopted a new code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  See Exhibit 14 – Code of Ethics for more information.  Endeavor undertakes to provide any person with a copy of its financial code of ethics free of charge.  Please contact Endeavor at info@endeavorexplorations.com to request a copy of Endeavor’s code of ethics.  Management believes Endeavor’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Item 6.  Exhibits

(a)  
Index to and Description of Exhibits

All Exhibits required to be filed with the Form 10-Q are incorporated by reference to Endeavor’s previously filed Form SB-2, Form 10-KSB’s, and Form 10-QSB’s.

Exhibit
Description
Status
3.1
Articles of Incorporation of Endeavor Explorations Inc., filed as an Exhibit to Endeavor’s Form SB-2 (Registration Statement) on February 16, 2007, and incorporated herein by reference.
Filed
3.2
Bylaws of Endeavor Explorations Inc., filed as an Exhibit to Endeavor’s Form SB-2 (Registration Statement) on February 16, 2007, and incorporated herein by reference.
Filed
10.1
Mineral Property Purchase Agreement dated July 28, 2006 between Ainslie Corrigan and Endeavor Explorations Inc., filed as an Exhibit to Endeavor’s Form SB-2 (Registration Statement) on February 16, 2007, and incorporated herein by reference.
Filed
10.2
Mineral Property Purchase Agreement dated January 18, 2008 between Rod Dubnick and Endeavor Explorations Inc., filed as an Exhibit to Endeavor’s Form 8-K (Current Report) on January 24, 2008, and incorporated herein by reference.
Filed
14
Code of Ethics, filed as an Exhibit to Endeavor’s Form 10-Q (Quarterly Report) on March 17, 2008, and incorporated herein by reference.
Filed
31
Included
32
Included


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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, Endeavor Explorations Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.



ENDEAVOR EXPLORATIONS INC.


By:/s/ Walter Stunder
Dated:                      June 17, 2008                                                                
Name:                      Walter Stunder
Title:                      Director and CEO
(Principal Executive Officer)



By:/s/ Belkis Jimenez Rivero
Dated:                      June 17, 2008                                                                
Name:                      Belkis Jimenez Rivero
Title:                      Director and CFO
(Principal Financial Officer)


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Exhibit 31

 
 



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ENDEAVOR EXPLORATIONS INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
CERTIFICATION
 
I, Walter Stunder, certify that:
 
1.   I have reviewed this quarterly report on Form 10-Q for the quarter ending April 30, 2008 of Endeavor Explorations Inc.;
 
2.  Based on my knowledge, this quarterly 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 such statements were made, not misleading with respect to the period covered by this report;
 
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date:  June 17, 2008
 
 
/s/ Walter Stunder
Walter Stunder
Chief Executive Officer
 
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ENDEAVOR EXPLORATIONS INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
CERTIFICATION
 
I, Belkis Jimenez Rivero, certify that:
 
1.   I have reviewed this quarterly report on Form 10-Q for the quarter ending April 30, 2008 of Endeavor Explorations Inc.;
 
2.  Based on my knowledge, this quarterly 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 such statements were made, not misleading with respect to the period covered by this report;
 
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date:  June 17, 2008
 
 
/s/ Belkis Jimenez Rivero
Belkis Jimenez Rivero
Chief Financial Officer
 
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Exhibit 32

 
 
 

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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
 
 
In connection with the Quarterly Report of Endeavor Explorations Inc. (the “Company”) on Form 10-Q for the period ending April 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter Stunder, President, Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
 
(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
 
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 

 
/s/ Walter Stunder
Walter Stunder
Chief Executive Officer
 
 
June 17, 2008
 
 

 
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 
 
 
In connection with the Quarterly Report of Endeavor Explorations Inc. (the “Company”) on Form 10-Q for the period ending April 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Belkis Jimenez Rivero, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
 
(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
 
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
/s/ Belkis Jimenez Rivero
Belkis Jimenez Rivero
Chief Financial Officer
 
 
June 17, 2008

 
 

 
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