UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K





x  ANNUAL
REPORT  PURSUANT TO SECTION 13 OR 15(d) OF
THE  SECURITIES  EXCHANGE ACT OF
1934





For
the fiscal year ended December 31, 2009





or





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





For
the transition period from ______ to ______





Commission
file number: 000-26703




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






Delaware
            
            000-26703
            
            98-0206030(State or other
      jurisdiction
              of
      incorporation)
            
            (Commission
              file
      number)
            
            (IRS
      Employer
              Identification
      No.)




2101
      Vista Parkway., Suite 4011
                West
      Palm Beach FL
              
              33411(Address
      of principal executive
    offices)
              
              (Zip
      Code)


Registrant's
telephone number, including area code: (561)
939-4890





Securities
registered pursuant to Section 12(b) of the Exchange Act:





None





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





Common
Stock, Par Value $0.00005 Per Share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes o   No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o   No
x





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





Indicate
by check mark if
disclosure  of  delinquent  filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
Alarge
accelerated filer,@ Aaccelerated
filer@
and Asmaller
reporting company@ in Rule
12b-2 of the Exchange Act.





Large
      accelerated filer   o
            Accelerated
      filer o





Non-accelerated
      filer     o
            smaller
      reporting company x





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




Of the
5,539,040 shares of voting stock of the registrant issued and outstanding as of
February 2, 2010, 552,046 shares were held by non-affiliates. The aggregate
market value of the voting  stock held by non-affiliates of the
registrant computed by reference to the closing bid price of its Common Stock as
reported on the OTC Bulletin Board on February 2, 2010: US$386,432.





DOCUMENTS
INCORPORATED BY REFERENCE





None










PART
I





Item 1.
Description of Business





The
following discussion should be read in conjunction with the Company's audited
financial  statements and notes thereto and Item 6 included herein. In
connection with, and because the Company desires to take advantage of, the "safe
harbor" provisions of the Private Securities  Litigation Reform Act of
1995, the Company cautions readers regarding certain forward
looking  statements in the following discussion  and
elsewhere in this report and in any other statement made by, or on its behalf,
whether or not in future filings with the Securities and Exchange Commission.
Forward-looking statements are statements not based on historical
information  and which relate to future operations, strategies,
financial results or other developments.  Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company's control and many of which,
with respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on the Company's behalf. Without limiting the generality
of the foregoing, words such as "may", "anticipate", "intend", "could",
"estimate", or "continue" or the negative or other comparable terminology are
intended to identify forward-looking statements. The Company disclaims any
obligation to update forward-looking statements.





(a)  Business
Development





Fortress
Exploration, Inc. was incorporated on December 15, 1997 in Delaware as
AlphaCom  Corporation. Previously, we were a subsidiary of Lingo Media
Inc. ("LMI") (formerly Alpha Communications Corp.) located at 151 Bloor Street
West, Suite 890, Toronto, Ontario, M5S 1S4. On March 20, 2003, Bruce Cohen ("Mr.
Cohen") acquired 1,500,000 shares of our common stock from 1476848 Ontario Inc.
We changed our name in March 2003 to TVE  Corporation  and
in July 2004 to Echo Resources, Inc. In September 2000, we commenced trading on
the Over-The-Counter Bulletin Board under the symbol "AHMC", our symbol was
changed to "ALHO" as of March 7, 2003 due to a 1:25 reverse stock split and was
later  changed in March 2003 to "TVEO" due to a name change. In the
thrid quater 2009 we changed our name to Fortress Exploration, Inc., and
received a new trading symbol - FRXP.





On June
30,
2004,  Gala  Enterprises  Ltd.  ("Gala"),  purchased  1,500,000
shares of our  restricted  Common Stock for $85,000 from
Mr.  Cohen,  our former majority  shareholder and
former sole officer and director.  The purpose of this
transaction  was to effect a change of control of us from Mr. Cohen to
Gala.  As of the date of this filing, Gala directly owns 54% of the
issued and outstanding common stock of Echo. On June 30, 2004, Mr. Pieter DuRand
("Mr. DuRand") assumed the position as our sole officer and director from Mr.
Cohen. In July, 2004, the Company  effected a forward 2 for 1 stock
split by way of a stock dividend,  and officially changed its name to
"Echo Resources, Inc."





1





Unless
the context indicates otherwise, references hereinafter to the "Company", "we",
"us" or "Fortress" include Fortress Exploration, Inc., a Delaware corporation.
Our principal place of business is 2101 Vista Parkway, Suite 4011, West Palm
Beach, Florida 33411, and our telephone number at that address is (561)
939-4890.





(b)
Business of the Company





The
Company is a start-up, development stage company and has not yet generated or
realized any revenues from business operations. The Company's business strategy
focused on diamond and gold  exploration and development of diamond
and gold mines in Canada. In 2007 the Company decided to exit this business plan
and seek a different plan that would require less start-up capital to develop.
The Company's auditors have issued a going concern opinion in our audited
financial statements for the fiscal year ended December 31, 2009. This means
that our auditors believe there is doubt that the Company can continue as an
on-going business for the next twelve months unless it
obtains  additional capital to pay its bills. This is because the
Company has not  generated any revenues and no revenues are
anticipated until it begins removing and selling minerals. Accordingly, we must
raise cash from sources such as investments by others in the Company and through
possible transactions with strategic or joint venture partners. In the event we
raise cash, we will likely use such funds to develop an new business plan, which
is as yet undetermined We do not plan to use any capital raised for the purchase
or sale of any plant or significant equipment. The
following  discussion and analysis  should be read in
conjunction with the financial statements of the Company and
the  accompanying notes appearing subsequently under the caption
"Financial Statements."





Employees





As of
December 31, 2009, we do not have any employees. We anticipate hiring employees
over the next twelve months if we are successful in implementing
our  plan of operations. Presently,  the Company does not
have pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans; however, the Company may adopt such plans in the
future.





Available
Information





Information
regarding the Company's annual reports on Form 10-K, quarterly reports on
Form  10-Q, current reports on Form 8-K, and any amendments to these
reports, are available to the public from the SEC's website
at  http://www.sec.gov as soon as reasonably practicable after
the  Company electronically files such reports with the Securities and
Exchange  Commission. Any document that the Company files with the SEC
may also be read and copied at the SEC's public reference room located at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference
room.





Item
1A. Risk Factors





Risk
Factors





You
should consider each of the following risk factors and any other information set
forth in this Form 10-K and the other Company's reports filed with the
Securities and Exchange Commission  ("SEC"), including the Company's
financial statements and related notes, in evaluating the Company's business and
prospects. The risks and uncertainties described below are not the only ones
that impact on the  Company's operations and business. Additional
risks and uncertainties not presently known to the Company, or that the Company
currently considers immaterial, may also impair its business or operations. If
any of the following risks actually occur, the Company's business and
financial  condition, results or prospects could be
harmed.





2





RISKS
ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS





The
Company lacks meaningful operating history and will require substantial capital
if it is to be successful.





The
Company has a very limited operating history upon which an evaluation of its
future success or failure can be made. In fact, it was only recently that the
Company took steps in a plan to engage in the acquisition of interests in
exploration and development mines in Canada,  and it is too early to
determine whether such steps will lead to success. The Company's ability to
achieve and maintain profitability and positive cash flow over time will be
dependent upon, among other things, its ability to (i) identify and acquire
diamond and gold mining properties or interests therein that ultimately have
probable or proven diamond and gold reserves, (ii) sell such diamond and gold
mining properties or interests to strategic partners or third parties or
commence mining of diamond and gold, (iii) produce and sell diamond and gold at
profitable margins and (iv) raise the necessary  capital to operate
during this period. At this stage in the Company's development, it cannot be
predicted how much financing will be required to accomplish its
objectives.





The
Company needs to raise funds in order to initiate any business plan and cover
operating deficits for the foreseeable future. The Company presently does not
have any revenues, nor does  it anticipate operating income in the
near future. No assurances can be given that the Company will be able to obtain
the necessary funding remain in operation. The inability to raise
additional  funds will have a material adverse affect on the Company's
business, plan of operation and prospects.





The
Company's success is dependent upon a limited number of people.





The
Company's business will be harmed if it is unable to manage growth.





The
Company's business may experience periods of rapid growth that will place
significant  demands on its managerial, operational and financial
resources. In order to manage this possible growth, the Company must continue to
improve and expand its management, operational and  financial systems
and controls. The Company will need to expand, train and manage its employee
base. No assurances can be given that the Company will be able to timely and
effectively meet such demands. The Company's officers and directors may have
conflicts of interest and do not devote full time to the Company's operations.
In addition, the Company's  officers do not devote full time to the
Company's operations. Until such time that the Company can afford executive
compensation commensurate with that being paid in the marketplace, its officers
will not devote their full time and attention to the operations of the Company.
No assurances can be given as to when the Company will be
financially  able to engage its officers on a full time
basis.





Increased
Costs Could Affect Profitability





Costs
frequently are subject to variation from one year to the next due to a number of
factors. In  addition, costs are affected by the price of commodities
such as fuel and electricity. Such commodities are at times subject to volatile
price movements, including increases that could make production at certain
operations less profitable. A material increase in costs at any significant
location could have a significant effect on the Company's
profitability.





3





Government
regulation or changes in such  regulation may adversely affect the
Company's business.





The
Company has and will, in the future, engage experts to assist it with respect to
its  operations. No assurances can be given that it will be successful
in its efforts. Uncertainty and new regulations and rules could increase the
Company's cost of doing business or prevent it from conducting its
business.





Occurrence
of Events for Which We Are Not Insured May Affect Our Cash Flow and Overall
Profitability





The
Company does not maintain insurance policies to protect against certain risks
related to our  operations because of the high premiums associated
with insuring those risks. In other cases, insurance may not be available for
certain risks. The Company does not maintain insurance policies against
political risk. The occurrence of events for which the Company is
not  insured may affect our cash flow and overall
profitability.





RISKS
RELATED TO THE COMPANY'S COMMON STOCK





The
Company does not expect to pay dividends in the foreseeable future. The Company
has never paid cash dividends on its common stock and has no plans to do so in
the foreseeable future. The Company intends to retain earnings, if any, to
develop and expand its business.





"Penny
stock" rules may make buying or selling the common stock difficult and severely
limit their market and liquidity. Trading in the Company's common stock is
subject to certain regulations adopted by the SEC commonly known as the "Penny
Stock Rules". The Company's common stock qualifies as penny stock and is covered
by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), which imposes additional sales practice  requirements on
broker/dealers who sell the  Company's common stock in the market. The
"Penny Stock" rules govern how broker/dealers can deal with their clients and
"penny stock".  For sales of the Company's common stock, the
broker/dealer must make a special suitability  determination and
receive from clients a written agreement prior to making a sale. The
additional  burdens imposed upon broker/dealers by the "penny stock"
rules may discourage broker/dealers  from effecting transactions in
the Company's common stock, which could severely limit its market price and
liquidity. This could prevent investors from reselling Echo common stock and may
cause the price of the common stock to decline.





Although
publicly traded, the Company's common stock has substantially less liquidity
than the average trading market for a stock quoted on other national exchanges,
and our price may fluctuate dramatically in the future. Although the Company's
common stock is listed for trading on the Over-the-Counter Electronic Bulletin
Board, the trading market in the common stock has  substantially less
liquidity than the average trading market for companies quoted on other national
stock exchanges. A public trading market having the desired characteristics of
depth,  liquidity and orderliness depends on the presence in the
marketplace of willing buyers and sellers of our common stock at any given time.
This presence depends on the individual decisions of investors and general
economic and market conditions over which we have no control. Due to limited
trading volume, the market price of the Company's common stock may fluctuate
significantly in the future, and these fluctuations may be unrelated to the
Company's  performance. General market price declines or overall
market volatility in the future could adversely affect the price of the
Company's common stock, and the current market


price may
not be indicative of future market prices.





4





Item
2. Description of Property





The
Company's current mailing address is 2101 Vista Parkway., Suite 4011, West Palm
Beach,  Florida 33411. The property consists of approximately 100
square feet of finished office space. Other than this mailing address, we do not
currently maintain any other office facilities. We pay no rent or other fees for
the use of the mailing address as these offices are used virtually full-time by
other businesses of our shareholder. We believe that the foregoing space is
adequate to meet our current needs and anticipate moving our offices during the
next twelve (12) months if we are able to execute our business
plan.





Item
3. Legal Proceedings





There
are no material legal proceedings to which we (or any of our officers and
directors in their  capacities as such) are a party or to which our
property is subject and no such material  proceedings are known by our
management to be contemplated.





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





No matter
was submitted to a vote of our shareholders, through the solicitation of proxies
or otherwise during the fourth quarter of our fiscal year ended December 31,
2006, covered by this report.





PART
II





Item
5. Market for Registrant=s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.





a) Market
Information. Our common stock, par value $0.00005 per share (the
"Common  Stock"),  was traded on the OTC Bulletin Board
market under the symbol "AHMC" until such time as we amended our articles of
incorporation and affected a 1:25 reverse stock split in March 2003 and received
the stock symbol "ALHO". Subsequently, we changed our name to
TVE  Corporation and  received  the stock symbol
"TVEO". We then changed our name to Echo Resources, Inc. and received the stock
symbol "ECHR". In the third quarter of 2009 we changed our name to Fortress
Exploration, Inc. and received the stock symbol "FRXP" Our common stock is
traded sporadically and no established liquid trading market currently exists
therefore.





The
following table represents the range of the high and low price for our Common
Stock on the OTC Bulletin  Board for each fiscal quarter for the last
two fiscal years ending December 31, 2009, and 2008, respectively. These
Quotations represent prices between dealers, may not include retail markups,
markdowns, or commissions and may not necessarily represent actual
transactions.




Year
      2009
            
            High
            
            
            LowFirst
      Quarter
            
            
            0.51
            
            
            
            0.51Second
      Quarter
            
            
            0.51
            
            
            
            0.51Third
      Quarter
            
            
            0.51
            
            
            
            0.51Fourth
      Quarter
            
            
            0.70
            
            
            
            0.51





Year
      2009
              
              High
              
              
              LowFirst
      Quarter
              
              
              1.18
              
              
              
              1.01Second
      Quarter
              
              
              1.00
              
              
              
              0.60Third
      Quarter
              
              
              0.60
              
              
              
              0.60Fourth
      Quarter
              
              
              0.60
              
              
              
              0.51
 
 5
 
 (b)  Holders.  As
of February 2, 2010,  there
were  approximately  two hundred (200) holders of record of
our common stock.





(c)
Dividend  Policy. We have not declared or paid cash dividends or made
distributions in the  past, and we do not anticipate that we will pay
cash dividends or make distributions in the foreseeable future. We currently
intend to retain and reinvest future earnings, if any, to finance our
operations.





(d)
Equity Compensation Plans. We have not authorized any compensation plans
(including  individual compensation arrangements) under which our
equity securities  have been authorized for issuance as of the end of
the most recently completed fiscal year ended December 31, 2005.





Recent
Sales of Unregistered Securities.





We did
not sell any securities during the period covered by this report that were not
registered  under the Securities Act, which was not disclosed in our
10-QSB.





Item
7. Management's Discussion and Analysis





Overview





The
Company is a start-up, development stage company and has not yet generated or
realized any revenues from business operations. The Company's business strategy
focused on diamond and gold exploration and development of diamond and gold
mines in Canada, which the Company elected to abandon in the third quarter of
2007. The Company's auditors have issued a going concern opinion. This means
that its auditors believe there is doubt that the Company can continue as an
on-going business for the next twelve months unless it obtains additional
capital to pay its bills. This is because the Company has not generated any
revenues and no revenues  are anticipated until it begins operations
from a new business plan. Accordingly, we must raise cash from sources such as
investments by others in the Company and through
possible  transactions with strategic or joint venture partners. We do
not plan to use any capital raised for the purchase or sale of any plant or
significant equipment. The following discussion and analysis  should
be read in conjunction with the financial statements of the Company and
the  accompanying notes appearing subsequently under the caption
"Financial Statements."





Results
of Operations





Revenues





There is
no historical financial information about the Company upon which to base
an  evaluation of our performance. The Company did not generate any
revenues from operations for the twelve months ended December 31, 2009 nor 2008.
Accordingly, comparisons with prior periods are not meaningful. The Company is
subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, possible delays in the decision and
implementation of a new business plan.





Operating
Expenses





Operating
expenses increased by $21,737 from $40,475 for the year ended December 31, 2008
to $62,212 for the year ended December 31, 2009. The increase in our operating
expenses is due to the a increase in general and administrative
expenses.





Interest
Expense





Interest
expense for the years ended December 31, 2009 and 2008 were $55,119 and
$50,618.  The increase in our interest expense is due to the interest
payable pursuant to the convertible  promissory notes entered into
with Confederated Finance Corp. ("Convertible Note") and the amortization of the
beneficial conversion feature discount of these notes.





6





Net
Income/Loss





Net loss
increased $26,238 from net operating loss of $91,093 for the year ended December
31, 2008 to a net operating  loss of $117,331 for the year ended
December 31, 2009. The increase in net operating loss is due to higher general
and administrative expenses and increased interest expense of the notes
payable.





As of
December 31, 2009, our accumulated deficit was $686,812.





Assets
and Liabilities


Our total
assets were $2,159 as of December 31, 2009. Our assets consisted  of
cash of $2,159.





Total
Current Liabilities as of December 31, 2009 were $272,884. Our notes payable are
to Confederated Finance Corp. for $237,000. The notes have been discounted by
$237,000 for their beneficial conversion feature which is amortized over the
life of the notes. As of December 31, 2009, $214,848 of the discount has been
amortized.





Plan of
Operation





The
Company's plan of operation for the next twelve months is to focus on developing
and implementing a new business plan since we have elected to abandon the mining
interests operations.





Financial
Condition, Liquidity and Capital Resources





At
December 31, 2008, we had cash and cash equivalents of $2,159. Our working
capital is presently ($270,725) and there can be no assurance that our financial
condition will improve.  We expect to continue to have minimal working
capital or a working capital deficit as a result of our current
liabilities.





For the
year ended December 31, 2009, we have not generated cash flow from
operations.  Consequently, we have been dependent upon a third party
non-affiliate, Confederated Finance Corp. ("Confederated"), to fund our cash
requirements. Specifically, we entered into a  Convertible Promissory
Note ("Note") with Confederated for the principal sum or so much of the
principal sum of One Hundred Thousand Dollars ($100,000) and a second note in
the principal sum of One Hundred Thousand Dollars, ($100,000), as may from time
to time have been advanced and be outstanding, together with accrued interest at
the rate of 7% per annum. The entire unpaid balance of principal (subject to
conversion of such principal as provided in the Note) and all accrued and unpaid
interest shall be due and payable on the day prior to the
first  anniversary of the Effective Date of the Note. On December 29,
2008 the Company and Confederated Finance entered into a Line of Credit
Agreement which replaced the two existing lines into one, increased the line
principal amount to $400,000 and extended the maturity to December 31, 2010.
Therefore the Company has drawn $237,000 against this replacement Line of Credit
agreement at December 31, 2009.





As of
December 31, 2009, we had cash of $2,159 and a working capital deficit of
$270,725. As of December 31, 2009, we had no outstanding debt other than
ordinary notes payable to  Confederated in connection with accrued
interest payable on the Notes. The Company will seek funds from possible
strategic and joint venture partners and financing to cover any short
term  operating deficits and provide for long term working capital. No
assurances can be given that the Company will successfully engage strategic or
joint venture partners or otherwise obtain sufficient financing through the sale
of equity.





No trends
have been identified which would materially increase or decrease our results of
operations or liquidity.





We have
short-term liquidity problems that will be addressed by the Convertible Note,
which we have a balance of $163,000 to draw for working capital. For long-term
liquidity, we believe that  we will need to raise additional capital
to remain an ongoing concern; however, as stated above no commitments have been
made as of this date.





7





Going
Concern





We have
suffered recurring losses from operations and are in serious need of
additional  financing. These factors among others indicate that we may
be unable to continue as a going concern, particularly in the event that we
cannot obtain additional financing or, in the  alternative, affect a
merger or acquisition. Our continuation as a going concern depends upon our
ability to generate sufficient cash flow to conduct our operations and our
ability to obtain additional sources of capital and financing.





The
accompanying financial statements have been prepared assuming that we will
continue as a going concern. We have a stockholders deficit of $686,812 at
December 31, 2009 and net losses  from operations of $117,331
and  $91,093,  respectively, for the years ended December
31, 2009 and 2008. These conditions raise substantial doubt about our ability to
continue as a going  concern. The financial statements do not include
any adjustments that might be necessary if we are unable to continue as a going
concern.





Critical
Accounting Policies


Use of
Estimates: The preparation of financial statements in conformity with
accounting  principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and  disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ materially from those estimates.





Loss per
share: Basic loss per share excludes dilution and is computed by dividing the
loss  attributable to common shareholders by the weighted-average
number of common shares  outstanding for the period. Diluted loss per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that shared in the earnings of the
Company.  Diluted loss per share is computed by dividing the loss
available to common shareholders by the weighted average number of common shares
outstanding for the period and dilutive potential  common shares
outstanding unless consideration of such dilutive potential common
shares  would result in anti-dilution. Common stock equivalents were
not considered in the calculation of diluted loss per share as their effect
would have been anti-dilutive for the periods ended December 31, 2009 and
2008.





Off-Balance
Sheet Arrangements





We have
not entered into any off-balance sheet arrangements. We do not anticipate
entering into any off-balance sheet arrangements during the next 12
months.





Item
8. Financial Statements and Supplementary Data.





Our
financial statements have been examined to the extent indicated in their reports
by Hamilton, PC for the year ended December 31, 2009 and Pollard-Kelley Auditing
Services, Inc. for the year ended December 31, 2008, and have been prepared in
accordance with generally accepted accounting principles and pursuant
to  Regulation S-X as promulgated by the Securities and Exchange
Commission and are included  herein, on Page F-1 hereof in response to
Part F/S of this Form 10-K.





8


Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure.





During
2009 we changed auditors from Pollard-Kelley Auditing Services, Inc. to
Hamilton, PC





Item
9A. Controls and Procedures





We have
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and our Chief Financial
Officer, of the  effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as of December 31,
2008.





Based on
such evaluation, our management has concluded that our disclosure controls and
procedures were effective as of the end of the fiscal year ended December 31,
2009.





Management's
Report on Internal Control Over Financial Reporting. Our Management is
responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated
under the Exchange Act. Those rules define internal control over financial
reporting as a process designed 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  and includes those policies and procedures
that: 1.Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
2. Provide reasonable assurance that transactions are recorded as necessary to
permit preparation  of financial statements in accordance with
generally accepted accounting principles, and that out receipts and expenditures
are being made only in accordance with authorizations of our management and
directors; and 3. Provide reasonable assurance regarding prevention or
timely  detection of unauthorized acquisitions, use or disposition our
assets that could have a material effect on our financial
statements.





Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2009. In making this assessment, our management used the
criteria established in  Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission  ("COSO"). Based on our assessment, we believe that, as of
December 31, 2009, our internal  control over financial reporting is
effective based on those criteria.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to  attestation by our registered
public accounting firm pursuant to temporary rules of the
Securities  and Exchange Commission that permit us to provide only
management's report in this annual report.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal control over financial reporting during the
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect,  our internal control over financial
reporting.





Item
9B. Other Information





None.





9





PART
III





Item
10. Directors, Executive Officers and Corporate Governance.





(a) Set
forth below is the names, ages, positions, with the Company and business
experiences of the executive officers and directors of the Company.




Name
            
            Age
            
            Position(s)
      with CompanyPieter
      DuRand
            
            43
            
            Chief
      Executive Officer, President,
              Secretary
      and Director(1)




Business
Experience





Pieter
DuRand, age 43, is a citizen and resident of South Africa. During the past five
(5) years he has served as an advisor and a business consultant individually and
as a representative of other  companies to both private and public
companies. Consulting work has been in the field of oil  and gas
exploration as well as advising and consulting on promotion of various unrelated
products in Europe and Africa. He served as an interim Director of Medical
Makeover Corporation of America, a Delaware corporation, from February 10, 2004
to March 10, 2004.  Mr. DuRand became a Director of the Company on
June 30, 2004 and has continued to serve as such since.





Committees
of the Board of Directors





We
presently do not have an audit committee, compensation committee, nominating
committee,  an executive committee of our board of directors, stock
plan committee or any other  committees. However, our board of
directors may establish various committees during the current fiscal
year.





Compensation
of Directors





Our
director has received cash compensation of $12,000 for his services as a
director and may be  reimbursed for their reasonable expenses incurred
in attending board or committee meetings.





Terms of
Office





Our
directors are appointed for one-year terms to hold office until the next annual
general  meeting of the holders of our Common Stock or until removed
from office in accordance with our by-laws. Our officers are appointed by our
board of directors and hold office until removed by our board of
directors.





Involvement
in Certain Legal Proceedings





Except as
indicated above, no event listed in Sub-paragraphs (1) through (4) of
Subparagraph (d) of Item 401 of Regulation S-K, has occurred with respect to any
of our present executive  officers or directors or any nominee for
director during the past five years which is material to
an  evaluation of the ability or integrity of such director or
officer.





10





Compliance
with Section 16(a) of the Securities Exchange Act of 1934





For
companies registered pursuant to section 12(g) of the Exchange Act, Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than ten percent of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than  ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a review of the
copies of reports  furnished to us and written representations that no
other reports were required, Section 16(a) filing requirements applicable to our
officers, directors and greater than ten percent beneficial owners were complied
with on a timely basis for the period which this report relates.





Code of
Ethics





In March
2004, we adopted a Code of Ethics that meets the requirements of Section 406 of
the  Sarbanes-Oxley Act of 2002. We will provide to any person without
charge, upon request, a copy of such Code of Ethics. Persons wishing to make
such a request should contact Pieter DuRand, Chief Executive Officer, 2101 Vista
Parkway, Suite 4011, West Palm Beach,  Florida 33411. (561)
939-4890.





Conflicts
of Interest





None of
our officers will devote more than a portion of his time to our affairs. There
will be  occasions when the time requirements of our business conflict
with the demands of the officers  other business and investment
activities. Such conflicts may require that we attempt to
employ  additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to us.





Our
officers, directors and principal shareholders may actively negotiate for the
purchase of a portion of their common stock as a condition to, or in connection
with, a proposed merger or acquisition transaction, if any. In the event that
such a transaction occurs, it is anticipated that a  substantial
premium may be paid by the purchaser in conjunction with any sale of shares by
our officers, directors and principal shareholders made as a condition to, or in
connection with, a proposed merger or acquisition transaction. The fact that a
substantial  premium may be paid to members of
our  management to acquire their shares creates a conflict of interest
for them and may compromise their state law fiduciary duties to the our other
shareholders. In making any such sale, members of Company management may
consider their own personal pecuniary benefit rather than the best interests of
the Company and the Company's other shareholders, and the other shareholders are
not expected to be afforded the opportunity to approve or consent to
any  particular buy-out transaction involving shares held by members
of Company management.





11





It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of our directors or executive officers, or to any other affiliate of
us except as described under Executive Compensation below.





Although
management has no current plans to cause us to do so, it is possible that we may
enter  into an agreement with an acquisition candidate requiring the
sale of all or a portion of the Common Stock held by our current stockholders to
the acquisition candidate or principals  thereof, or to other
individuals or business entities, or requiring some other form of payment to our
current stockholders, or requiring the future employment of specified officers
and payment of salaries to them. It is more likely than not that any sale of
securities by our current stockholders to an acquisition candidate would be at a
price substantially higher than that originally paid by such stockholders. Any
payment to current stockholders in the context of an acquisition involving us
would be determined entirely by the largely unforeseeable terms of a future
agreement with an unidentified business entity.





Item
11. Executive Compensation





The
following table shows all the cash compensation paid by the Company, as well as
certain  other compensation paid or accrued, during the fiscal year
ended December 31, 2009 to the Company's President and highest paid executive
officers. No restricted stock awards, long-term incentive plan payouts or other
types of compensation, other than the compensation identified in the chart
below, were paid to these executive officers during these fiscal
years.





SUMMARY
COMPENSATION TABLE




Annual
      Compensation
            
            
            Long
      Term Compensation Awards PayoutsName
      and Principal Position
            
            Year
            
            Salary
            
            
            Bonus
            
            
            Other
      Annual Compensation
            
            
            Restricted Stock
      Awards
            
            
            Securities Underlying
      Options/SARs
            
            
            LTIP
      Payouts
            
            
            All Other
      Comp.Pieter
      DuRand
            
            2009
            
            $
            12,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02008
            
            $
            9,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02007
            
            $
            9,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02006
            
            $
            9,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02005
            
            $
            9,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0





Compensation
of Directors


We have
no standard arrangements for compensating our board of directors for their
attendance at meetings of the Board of Directors.





Bonuses
and Deferred Compensation





We do not
have any bonus, deferred compensation or retirement plan. Such plans may
be  adopted by us at such time as deemed  reasonable by our
board of directors. We do not have a  compensation committee, all
decisions  regarding compensation are determined by our board of
directors.





12





Stock
Option and Stock Appreciation Rights.





We do not
currently have a Stock Option or Stock Appreciation Rights Plan. No stock
options or stock appreciation rights were awarded during the fiscal year ended
December 31, 2009, or the period ending on the date of this Report.





Termination
of Employment and Change of Control Arrangement





There are
no compensatory  plans or arrangements, including payments to be
received from us, with respect to any person named in cash compensation set out
above which would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person's employment
with us or our subsidiaries, or any change in control of us, or a change in the
person's responsibilities following a changing in control.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The
following table sets forth, as of December 31, 2009, information with respect to
the beneficial ownership of our common stock by (i) persons known by us to
beneficially own more than five percent of the outstanding  shares,
(ii) each director, (iii) each executive officer and (iv) all directors and
executive officers as a group.




Common
      Stock Beneficially
      OwnedName
      and Address
            
            
            Title
      of Class
            
            Number
            
            
            PercentGala
      Enterprises Ltd.
              102
      Van Riebeeck St
              Potchefstroom,
      South Africa
            
            
            Common
            
            
            3,000,000
            
            
            
            54.2All
      Executive Officers and
              Directors
      as a Group
              (One
      (1) person)
            
            
            Common
            
            
            3,000,000
            
            
            
            54.2
            %





--------------------------------------------------------------------------------


*     Less
than 1%.





(1)  Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares.  Certain shares
may be deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition,  shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the  information is
provided. In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person)  by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as shown
in this table does not necessarily reflect the person's actual ownership or
voting power with respect to the number of shares of common
stock  actually outstanding on February 2, 2010. As of February 2,
2010, there were 5,539,040  shares of our common stock issued and
outstanding.





13





(2)
Pieter DuRand holds 3,000,000 shares of our common stock through Gala
Enterprises Ltd., a foreign corporation, that is owned by Mr.
DuRand.





Securities
Authorized for Issuance Under Equity Compensation Plans





The
following table sets forth information as of December 31, 2009, with respect to
compensation plans (including individual compensation arrangements) under which
our common stock is authorized for issuance, aggregated as follows: (i) all
compensation plans previously approved by security holders; and (ii) all
compensation plans not previously approved by security Holders:





None.


Item
13. Certain Relationships and Related Transactions and Director
Independence.





Except as
described below, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party during the past two
years, or in any proposed  transaction to which the Company is
proposed to be a party:





(A)  any
director or officer;


(B)  any
proposed nominee for election as a director;


(C)  any
person who beneficially owns, directly or indirectly,  shares carrying
more than 5% of the voting rights attached to our common stock;
or


(D)  any
relative or spouse of any of
the  foregoing  persons,  or any relative
of such spouse, who has the same house as such person or who is a
director or officer of any parent or subsidiary.





Item
14. Principal Accounting Fees and Services.




Audit
      Fees
            
            Audit-Related
      Fees
            
            Tax
      Fees
            
            All
      Other Fees2008
            
            $
            10,500
            
            none
            
            none
            
            none2008
            
            $
            10,000
            
            none
            
            none
            
            none





We have
no formal audit committee. However, our entire Board of Directors (the "Board")
is our defacto audit committee. In discharging its oversight responsibility as
to the audit process, the Board obtained from the independent auditors a formal
written statement describing all  relationships between the auditors
and us that might bear on the auditors' independence as required by Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees." The Board discussed with the auditors any relationships that may
impact their objectivity and independence, including fees for non-audit
services, and satisfied itself as to the auditors' independence. The Board also
discussed with management, the internal auditors and the independent auditors
the quality and adequacy of its internal controls. The Board reviewed with the
independent auditors their management letter on internal controls.





The Board
discussed and reviewed with the independent  auditors all matters
required to be discussed by auditing standards generally accepted in the United
States of America, including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees". The Board reviewed
the audited consolidated financial statements of the Company as of and for the
year ended December 31, 2008 with management and the  independent
auditors. Management has the responsibility for the preparation of the Company's
financial statements and the independent auditors have the responsibility for
the examination of  those statements. Based on the above-mentioned
review and discussions with the independent auditors and management, the Board
of Directors approved the Company's audited consolidated financial statements
and recommended that they be included in its Annual Report on Form 10-K for the
year ended December 31, 2008, for filing with the Securities and Exchange
Commission.  The Board also approved the reappointment of
Pollard-Kelley Auditing Services, Inc. as independent auditors.





14





PART
IV





Item
15. Exhibits and Reports on Form 8-K.





(a) The
exhibits required to be filed herewith by Item 601 of Regulation S-K, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:




Exhibit
No.
            
            Description31.1
            *
            Certificate of
      the Chief  Executive  Officer and
      Chief  Financial Officer
      pursuant Section 302 of the Sarbanes-Oxley Act of 200232.1
            *
            Certificate of
      the Chief  Executive  Officer and
      Chief  Financial Officer
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002


_______________


*    Included
herein





(b)
Reports on Form 8-K





During
the last quarter of the fiscal year ended December 31, 2009, we did not file any
reports on Form 8-K.




15





SIGNATURES





In  accordance  with
the Exchange Act, this report has been signed below by
the  following  persons  on our
behalf  and in the  capacities  and on the dates
indicated.








Fortress
      Exploration, Inc.(Registrant)Date:
      March 25, 2010
              By:
              /s/ Pieter
      DuRandPieter
      DuRand, President and Director
  Pursuant
to the  requirements  of
the  Exchange  Act,  this Report has been signed
below by the  following  persons on behalf of
the  Registrant  and in the capacities and on the dates
indicated.






Signature
            
            Title
            
            Date/s/ Pieter
      DuRand
            
            CEO, President
      & Director
            
            March 25,
      2010







16





INDEX
TO FINANCIAL STATEMENTS
 
 
 Report of
      Independent Registered Public Accounting Firm
              
              
              F-2Balance
      Sheet
              
              
              F-3Statements of
      Operations
              
              
              F-4Statements of
      Stockholders=
      Equity
              
              
              F-5Statements of
      Cash Flows
              
              
              F-6Notes to
      Financial Statement
              
              
              F-7
 
 
 F-1
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 The
Board of Directors and Stockholders
 Fortress
Exploration, Inc.
 West
Palm Beach, Florida
 
 We
have audited the accompanying balance sheets of Fortress Exploration, Inc., as
of December 31, 2009 and 2008, and the related statements of operations,
stockholders=
equity (deficit) and cash flows for the years in the period ended December 31,
2009 and 2008. These financial statements are the responsibility of the
Company=s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether
the
 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position
 of
Fortress Exploration, Inc. as of December 31, 2009 and 2008, and the results of
its operations and its cash flows for the years in the period ended December 31,
2009 and 2008, in conformity with U.S. generally accepted accounting
principles.
 
 The
accompanying financial statements have been prepared assuming that Fortress
Exploration, Inc. will continue as a going concern. As discussed in Note 2 to
the financial statements, Fortress Exploration, Inc. suffered recurring losses
from operations which raises substantial doubt about its ability to continue as
a going concern. Management's plans regarding those matters also are described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 Hamilton,
PC
 
 /s/
Hamilton, PC
 
 Denver,
Colorado
 March
31, 2010
 
 F-2
 Fortress
Exploration, Inc.
 Balance
Sheet
 December
31,
 
 2009
              
              
              2008ASSETSCURRENT
      ASSETSCash
              
              $
              2,159
              
              
              $
              14,371Accounts
      receivable
              
              
              0
              
              
              
              0Total
      current assets
              
              
              2,159
              
              
              
              14,371OTHER
      ASSETSMining
      claim interest
              
              
              0
              
              
              
              0Total
      other assets
              
              
              0
              
              
              
              0Total
      Assets
              
              $
              2,159
              
              
              $
              14,371LIABILITIES
      AND STOCKHOLDERS=
      EQUITYCURRENT
      LIABILITIESAccounts
      payableAccrued
      interest
              
              $
              58,036
              
              
              $
              42,627Note
      payable
              
              
              214,848
              
              
              
              175,137Total
      current liabilities
              
              
              272,884
              
              
              
              217,764Total
      Liabilities
              
              
              272,884
              
              
              
              217,764STOCKHOLDERS=
      EQUITYPreferred
      stock, $0.0001 par value, 10,000 shares authorized, 0 issued and
      outstanding
              
              
              0
              
              
              
              0Common
      stock, $0.00005 par value, authorized 49,990,000 shares;
                5,539,040
      issued and outstanding
              
              
              277
              
              
              
              277Additional
      paid-in capital
              
              
              415,810
              
              
              
              415,810Deficit
      accumulated during the development stage
              
              
              (686,812
              )
              
              
              (619,480
              )Total
      stockholders=
      equity
              
              
              (270,725
              )
              
              
              (203,393
              )Total
      Liabilities and  Stockholders=
      Equity
              
              $
              2,159
              
              
              $
              14,371
 
 The
accompanying notes are an integral part of the financial
statements
 F-3
 Fortress
Exploration, Inc.
 Statements
of Operations
 The Year
Ended December 31,
 
 2009
              
              
              2008REVENUES
              
              $
              0
              
              
              $
              0OPERATING
      EXPENSES:General
      and administrative expenses
              
              
              40,158
              
              
              
              12,985Professional
      fees
              
              
              22,054
              
              
              
              27,490Total
      expenses
              
              
              62,212
              
              
              
              40,475Interest
      expense
              
              
              55,119
              
              
              
              50,618Net
      income (loss)
              
              $
              (117,331
              )
              
              $
              (91,093
              )Income
      (loss) per weighted average common share
              
              $
              (0.01
              )
              
              $
              (0.01
              )Number
      of weighted average common shares outstanding
              
              
              5,539,040
              
              
              
              5,539,040
 
 The
accompanying notes are an integral part of the financial
statements
 F-4
 
 Fortress
Exploration, Inc.
 Statement
of Stockholders= Equity
(Deficit)
 Number
      of
                Shares
              
              
              Common
                Stock
              
              
              Additional
                Paid-in
      Capital
              
              
              Deficit
                Accumulated
                During
      the
                Development
                Stage
              
              
              Total
                Stockholders=
                EquityBEGINNING BALANCE,
      January 1, 2005
              
              
              5,539,040
              
              
              $
              277
              
              
              $
              415,810
              
              
              $
              (292,280
              )
              
              $
              123,807Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (187,537
              )
              
              
              (187,537
              )BALANCE,December 31,
      2005
              
              
              5,539,040
              
              
              
              277
              
              
              
              415,810
              
              
              
              (479,817
              )
              
              
              (63,730
              )Beneficial
      Conversion Feature Discount
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              15,000
              
              
              
              15,000Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (79,450
              )
              
              
              (79,450
              )BALANCE,December 31,
      2006
              
              
              5,539,040
              
              
              
              277
              
              
              
              415,810
              
              
              
              (544,267
              )
              
              
              (128,180
              )Beneficial
      Conversion Feature Discount
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              47,000
              
              
              
              47,000
 Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (78,730
              )
              
              
              (78,730
              )BALANCE,December 31,
      2007
              
              
              5,539,040
              
              
              
              277
              
              
              
              415,810
              
              
              
              (563,388
              )
              
              
              (147,301
              )Beneficial
      Conversion Feature Discount
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              35,001
              
              
              
              35,001Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (91,093
              )
              
              
              (91,093
              )BALANCE,December 31,
      2008
              
              
              5,539,040
              
              
              
              277
              
              
              
              415,810
              
              
              
              (619,480
              )
              
              
              (203,393
              )Beneficial
      Conversion Feature Discount
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              50,000
              
              
              
              50,000Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (117,331
              )
              
              
              (117,331
              )BALANCE,December 31,
      2009
              
              
              5,539,040
              
              
              $
              277
              
              
              $
              415,810
              
              
              $
              (686,812
              )
              
              $
              (270,725
              )
 
 The
accompanying notes are an integral part of the financial
statements
 F-5
 
 Fortress
Exploration, Inc.
 Statements
of Cash Flows
 For the
Year Ended December 31,
 
 2009
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (117,331
              )
              
              $
              (91,093
              )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Amortization
      of beneficial conversion feature discount
              
              
              39,711
              
              
              
              38,277Changes
      in operating assets and liabilitiesIncrease
      (decrease) in accounts payable - trade
              
              
              0
              
              
              
              0Increase
      (decrease) in accrued interest expense
              
              
              15,408
              
              
              
              12,341Net
      cash provided (used) by operating activities
              
              
              (62,212
              )
              
              
              (40,475
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Deposit
      on options
              
              
              0
              
              
              
              0Net
      cash provided (used) by investing activities
              
              
              0
              
              
              
              0CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from stockholder loan payable
              
              
              0
              
              
              
              0Proceeds
      from note payable
              
              
              50,000
              
              
              
              35,000Net
      cash provided by financing activities
              
              
              50,000
              
              
              
              35,000Net
      increase (decrease) in cash
              
              
              (12,212
              )
              
              
              (5,475
              )CASH,beginning of
      period
              
              
              14,371
              
              
              
              19,846CASH,end of
      period
              
              $
              2,159
              
              
              $
              14,371SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Non-Cash
      Financing Activities:Exchange
      of assets for reduction in notes payable
              
              $
              0
              
              
              $
              0
 The
accompanying notes are an integral part of the financial
statements
 F-6
 
 The
accompanying notes are an integral part of the financial
statements
 Fortress
Exploration, Inc.
 
 NOTES TO
FINANCIAL STATEMENTS
 
 Note
1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 (a) The Company
      Fortress Exploration, Inc. is a Delaware chartered development stage
      corporation which conducts business from its headquarters in West Palm
      Beach, Florida.
 
 The
following summarize the more significant accounting and reporting policies and
practices of the Company:
 
 (b) Use of
      estimatesThe financial statements have been prepared in
      conformity with generally accepted accounting principles.  In
      preparing the financial statements, management is required to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities as of the date of the statements of financial condition and
      revenues and expenses for the year then ended.  Actual results
      may differ significantly from those
  estimates.
 
 (c) Start-up
      costsCosts of start-up activities, including
      organization costs, are expensed as incurred, in accordance with Statement
      of Position (SOP) 98-5.
 
 d) Stock compensation for services
rendered The Company may issue shares of common stock in exchange for
services rendered.  The costs of the services are valued according to
generally accepted accounting principles and have been charged to
operations.
 
 (e) Net income (loss) per
      shareBasic loss per share is computed by dividing the net income
      (loss) by the weighted average number of common shares outstanding during
      the period.
 
 (f) Property and equipmentAll property and equipment are recorded at cost and depreciated over
their estimated useful lives, using the straight-line method.  Upon
sale or retirement, the cost and related accumulated depreciation are eliminated
from their respective accounts, and the resulting gain or loss
is  included in the results of operations.  Repairs and
maintenance charges, which do not increase the useful lives of the assets, are
charged to operations as incurred.
 
 F-7
 
 NOTE
2 - GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company=s
financial position and operating results raise substantial doubt about the
Company=s
ability to continue as a going concern, as reflected by the net loss of $686,812
accumulated through December 31, 2009.  The ability of the Company to
continue as a going concern is dependent upon commencing operations, developing
sales and obtaining additional capital and financing.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.  The Company is currently
seeking additional capital to allow it to begin its planned
operations
 
 NOTE 3 -
NOTES PAYABLE
 
 In
September 2004, Fortress issued a convertible  promissory note to
allow advances up to $100,000.  As of September 30, 2005, $100,000 had
been advanced to the company. The note bears seven percent
interest,  is convertible at the lender's option at $2 per share, and
is payable in one year. The lender has agreed to a third extension
of  the maturity date for an additional year, to September 2008. The
note has been discounted for its beneficial  conversion
feature,  which will be amortized over the life of the
note.
 
 In September 2005, the Company issued another
convertible promissory note with exactly the same terms as the first note,
principal up to $100,000, interest at 7%, maturity in one year and convertible
at the lenders option at $2 per share. At December 31, 2006,$65,000 had been
advanced under this note. $22,000 was advanced under this note through the first
half of 2007. The Company sold its mining claim interest to this creditor for a
reduction of the promissory note balance in the amount of $50,000 in the third
quarter of 2007. $25,000 was advanced under this loan at the end of the third
quarter of 2007. The
note was due September 30, 2007 and a one year extension of the due date to
September 30, 2008, has been received.
 
 F-8
 
 Fortress
Exploration, Inc.
 NOTES TO
FINANCIAL STATEMENTS
 
 NOTE 3 -
NOTES PAYABLE, continued
 
 The
second note has been discounted for its beneficial  conversion
feature,  which will be amortized over the life of the note. A summary
of the notes follows.
 
 On
December 29, 2008, the Company and the lender entered into an extension and
modification of the two notes, into 1 note with a new maturity of December 31,
2010 and an increase of the principal balance from a combined $200,000 to a
total of $400,000.
 
 Notes
      PayableGross proceeds from
      notes
              
              $
              287,000Less: Loan set-off
              
              
              (50,000
              )Less: Beneficial
      conversion feature
              
              
              (237,000
              )Add: Amortization of
      discount
              
              
              214,848Value of note on
      December 31, 2009
              
              $
              214,848
 
 NOTE 4
B CASH
AND CASH EQUIVALENTS
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
investments with maturity of three months or less when purchased to be cash
equivalents
 
 NOTE 6 -
NON-CASH TRANSACTIONS
 
 In
the third quarter of 2007, the Company sold the mining claim to the holder of
its notes payable in exchange for a reduction in the outstanding balance of the
notes payable in the amount of $50,000. The Company recorded no gain or loss on
this transaction.
 
 NOTE 7
B
INVESTMENT
 
 The
20% interest in two Canadian mining claims that Fortress purchased in 2004
required it to fund 50% of the exploration estimated work program beginning
September 2005 in order to maintain the interest. In August 2005, this deadline
was extended to February 26, 2006.
 
 In
August 2005, the Company purchased an additional 20% of this mining claim in
exchange for $50,000 in cash.
 
 In
the third quarter of 2007, the Company sold the mining claim to the holder of
its notes payable in exchange for a reduction in the outstanding balance of the
notes payable in the amount of $50,000. The Company recorded no gain or loss on
this transaction.
  F-9