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, 2009
| [ ] | 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 12, 2009 |
| common stock - $0.0001 par value | 31,040,000 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
(Unaudited)
APRIL 30, 2009
ENDEAVOR EXLORATIONS INC.
(An Exploration Stage Company)
(Unaudited)
| | | | | | |
| | April 30, | | | July 31, | |
| | 2009 | | | 2008 | |
| | |
| ASSETS | |
| | | | | | |
| Current | | | | | |
| Cash | $ | 957 | | | $ | 11,072 | |
| Prepaid expenses | | 8,961 | | | | 3,200 | |
| | | 9,918 | | | | 14,272 | |
| Mineral property | | 7,288,824 | | | | 7,288,824 | |
| | $ | 7,298,742 | | | $ | 7,303,096 | |
| | | | | | | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
| Current | | | | | | | |
| Accounts payable and accrual liabilities | $ | 8,894 | | | $ | 17,953 | |
| Current portion of long-term debt | | 23,177 | | | | 20,670 | |
| Promissory notes payable (Note 2) | | 177,173 | | | | 94,009 | |
| Due to related parties | | 4,191 | | | | 20 | |
| | | 213,435 | | | | 132,652 | |
| | | | | | | | |
| Long-term debt | | 85,768 | | | | 126,230 | |
| | | 299,203 | | | | 258,882 | |
| | | | | | | | |
| Stockholders’ Equity | |
| Common stock (Note 3) | | | | | | | |
| Authorized: | | | | | | | |
| 75,000,000 common shares, $0.0001 par value | | | | | | | |
| Issued and outstanding: | | | | | | | |
| 31,040,000 common shares (July 31, 2008 – 31,000,000) | | 3,104 | | | | 3,100 | |
| Additional paid-in capital | | 7,338,120 | | | | 7,233,124 | |
| Obligation to issue shares | | | | | | 20,000 | |
| Deficit accumulated during the exploration stage | | (341,685 | ) | | | (212,010 | ) |
| | | 6,999,539 | | | | 7,044,214 | |
| | | | | | | | |
| | $ | 7,298,742 | | | $ | 7,303,096 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
The accompanying notes are an integral part of these interim financial statements.
ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)
(Unaudited)
| | | | | | | | | | | | | | | Cumulative | |
| | | Three | | | Three | | | Nine | | | Nine | | | from | |
| | | months | | | months | | | months | | | months | | | July 13. 2005 | |
| | | ended | | | ended | | | ended | | | ended | | | (Inception to) | |
| | | April 30, | | | April 30, | | | April 30, | | | April 30, | | | April 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | | | |
| Mineral property cost | | $ | - | | | $ | - | | | $ | 24,731 | | | $ | 6,415 | | | $ | 40,098 | |
| Finance charges | | | 4,256 | | | | 64,409 | | | | 97,585 | | | | 64,409 | | | | 201,630 | |
| Office and administration expenses | | | 16,248 | | | | 19,046 | | | | 7,359 | | | | 55,371 | | | | 99,957 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net Loss | | $ | (20,504 | ) | | $ | (84,455 | ) | | $ | (129,675 | ) | | $ | (126,195 | ) | | $ | (341,685 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net Loss Per Share - | | | | | | | | | | | | | | | | | |
| Basic and Diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.50 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Weighted Average Number of | | | | | | | | | | | | | | | | | | | | |
| Shares Outstanding - | | | | | | | | | | | | | | | | | | | | |
| Basic and Diluted | | | 31,040,000 | | | | 31,040,000 | | | | 31,040,000 | | | | 28,069,304 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these interim financial statements.
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, | |
| | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | |
| Cash Flow From Operating Activities | | | | | | | | |
| Net loss | $ | (129,675 | ) | | $ | (126,195 | ) | | $ | (341,685 | ) |
| Non-cash items: | | | | | | | | | | | |
| Foreign change | | (22,714 | ) | | | - | | | | (22,714 | ) |
| Finance charges | | 97,543 | | | | 64,409 | | | | 201,588 | |
| Non-cash working capital items: | | | | | | | | | | | |
| Prepaid expenses | | (5,761 | ) | | | - | | | | (8,961 | ) |
| Accounts payable and accrual liabilities | | (9,059 | ) | | | 7,878 | | | | 8,894 | |
| Net cash used in operations | | (69,666 | ) | | | (53,908 | ) | | | (162,878 | ) |
| | | | | | | | | | | | |
| Cash Flow From Investing Activities | | | | | | | | | | | |
| Acquisition of mineral property | | - | | | | (288,824 | ) | | | (288,824 | ) |
| Net cash used in investing activities | | - | | | | (288,824 | ) | | | (288,824 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Cash Flow From Financing Activities | | | | | | | | | | | |
| Advances from (repayment to) related party | | (4,171 | ) | | | 4,610 | | | | 4,191 | |
| Issuance (repayment) of long-term debt | | (29,620 | ) | | | 266,084 | | | | 222,660 | |
| Shares issued for purchase of mineral property | | - | | | | - | | | | - | |
| Issuance of capital stock | | - | | | | 20,000 | | | | 46,800 | |
| Repurchase shares for cancellation | | - | | | | (1 | ) | | | (1 | ) |
| Proceeds from promissory notes payable | | 85,000 | | | | 64,409 | | | | 179,009 | |
| Net cash provided by financing activities | | 59,551 | | | | 355,102 | | | | 452,659 | |
| | | | | | | | | | | | |
| Increase (decrease) in cash | | (10,115 | ) | | | 12,370 | | | | 957 | |
| | | | | | | | | | | | |
| Cash, Beginning | | 11,072 | | | | 1,910 | | | | - | |
| | | | | | | | | | | | |
| Cash, Ending | $ | 957 | | | $ | 14,280 | | | $ | 957 | |
| | | | | | | | | | | | |
| 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.
ENDEAVOR EXPLORATIONS INC.
(An Exploration Stage Company)
April 30, 2009
1. BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended July 31, 2008, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. 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, 2009 are not necessarily indicative of the results that may be expected for the year ending July 31, 2009.
2. CONVERTIBLE PROMISSORY NOTES PAYABLE
| Balance at July 31, 2008 | | $ 94,009 |
| August 14, 2008: convertible promissory note issued | | 85,000 |
| April 30, 2009: translation gain | | (1,836) |
| | | |
| Balance at April 30, 2009 | | $ 177,173 |
On August 14, 2008, the Company issued a convertible promissory note with a principal amount of $85,000. The note is unsecured, payable on demand and does not bear any interest. The note, or any part thereof, 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 170,000. In accordance with EITF 98-5, the beneficial conversion feature of $212,500 was limited to $85,000, being the face value of the note. The beneficial conversion feature was expensed as finance charges.
3. COMMON STOCK
On January 23, 2008, the Company received $20,000 for 40,000 common shares at $0.50 per share in accordance with a private placement. The shares were issued on October 29, 2008.
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 July 2009. See Exhibit 10.2 – Mining Property Purchase Agreement for more details.
Plan of Operation
Martin Lake Claims
During the next 12 months management plans on advancing the exploration data base as well as conducting geological exploration work on its Martin Lake Claims located in the Uranium City area of Saskatchewan. Management is currently organizing to send a geologist as well as a drill rig to the Martin Lake Claims to conduct a diamond drill program and further exploration work program for the Martin Lake Claims. Management intends to actively seek equity investment and or joint venture opportunities with other mining companies to help finance the drill program and the geological work required.
Management anticipates that the geologist will be able to visit the Martin Lake Claims in the summer of 2009 and conduct a Phase One program that will consist of up to nine holes or approximately 600 meters covering a surface area of approximately 103 hectares to a planned depth of approximately 65 metres. The purpose of the drilling program is to expand on and confirm historical near surface drilling programs and uranium results by previous operators during the late 1960’s. Phase Two program will include a drill program of up to 3,000 meters to further define the uranium mineralization.
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-K filed on November 3, 2008.
Financial Condition
As at April 30, 2009, Endeavor had a cash balance of $957. 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, 2009, Endeavor had total assets of $7,298,742, consisting of $957 in cash, $8,961 in prepaid expenses, and $7,288,824 in mineral property, and total current liabilities of $213,435 for a net working capital of $(203,517), compared with a net working capital of ($118,380) as of July 31, 2008. The liabilities consisted of $8,894 in accounts payable and accrual liabilities, $23,177 in current portion of long-term debt, $177,173 in promissory notes payable, and $4,191 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, 2009, net cash used in operating activities increased to $69,666 compared with $53,908 for the same nine month period in the previous fiscal year.
At April 30, 2009, Endeavor had cash of $957. During the nine month period ended April 30, 2009, Endeavor used $69,666 in cash for operating activities. This was primarily a result of non-cash items of $22,714 in foreign exchange and $97,543 in finance charges and the non-cash working capital items of $5,761 in prepaid expenses and $9,059 in accounts payable and accrual liabilities.
Net Cash Used in Investing Activities
Net cash used by investing activities was $nil for the nine month period ended April 30, 2009 as compared with $288,824 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 decreased to $59,551 for the nine month period ended April 30, 2009 as compared with financing activities of $355,102 for the same nine month period in the previous fiscal year primarily as a result of the repayment of long-term debt in the amount of $29,620, advances from a related party in the amount of $4,171, and proceeds from a promissory note payable of $85,000.
Results of Operation for the Period Ended April 30, 2009
Endeavor has had no operating revenues since its inception on July 13, 2005, through to April 30, 2009. Endeavor’s activities have been financed from the proceeds of share subscriptions. From its inception, on July 13, 2005, to April 30, 2009 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, 2009, Endeavor incurred total expenses of $341,685. These expenses included $40,098 in mineral property costs. Endeavor also incurred $201,630 in finance charges and $99,957 in office and other administration expenses.
For the nine month period ended April 30, 2009, Endeavor incurred total expenses of $129,675. These expenses included (1) $24,731 in mineral property costs; (2) $97,585 in finance charges; and (3) $7,359 for office and other administration expenses.
For the nine month period ended April 30, 2008, Endeavor incurred total expenses of $126,195. These expenses included (1) $6,415 in mineral property costs; (2) $64,409 finance charges; and (3) $55,371 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, 2009.
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.
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.
Evaluation of Disclosure Controls and Procedures
Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in Endeavor’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including Endeavor’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of Endeavor’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of April 30, 2009.
Based on that evaluation, management concluded, as of the end of the period covered by this report, that Endeavor’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Controls over Financial Reporting
As of the end of the period covered by this report, there have been no changes in Endeavor’s internal controls over financial reporting during the quarter ended April 30, 2009, that materially affected, or are reasonably likely to materially affect, Endeavor’s internal control over financial reporting subsequent to the date of management’s last evaluation.
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.
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 included in this quarterly report or incorporated by reference to Endeavor’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-52958 and SEC File Number 333-140779.
| 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 |
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.
Dated: June 15, 2009 By:/s/ Walter Stunder
Name: Walter Stunder
Title: Director and CEO
(Principal Executive Officer)
Dated: June 15, 2009 By:/s/ Belkis Jimenez Rivero
Name: Belkis Jimenez Rivero
Title: Director and CFO
(Principal Financial Officer)
Exhibit 31
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, 2009 of Endeavor Explorations Inc.;
2. Based on my knowledge, this 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 officer(s) 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 officer(s) 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 15, 2009
/s/ Walter Stunder
Walter Stunder
Chief Executive Officer
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, 2009 of Endeavor Explorations Inc.;
2. Based on my knowledge, this 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 officer(s) 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 officer(s) 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 15, 2009
/s/ Belkis Jimenez Rivero
Belkis Jimenez Rivero
Chief Financial Officer
Exhibit 32
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, 2009 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 15, 2009
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, 2009 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 15, 2009
