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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2009

[   ] TRANSITION REPORT PURSUANT TO 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)

|Incorporated in the State of Nevada                                  | 00-0000000                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|Suite 601, 980 Cooperage Way, Vancouver, British
      Columbia      | V6B 0C3                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code:
206-338-2649

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | N/A                                      

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

common stock - $0.001 par value(Title of
Class)

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

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    [X] No

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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the last 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 if disclosure of delinquent filers in
response 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. [   ]

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 Act). [X] Yes  
 [   ] No

State the aggregate market value of the voting and non-voting
common equity held by non-affiliatescomputed by reference to the
price at which the common equity was sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most
recently completed second fiscal quarter: $33,115,099 as of January 31, 2009

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 October 28, 2009
|------------------------------- | -------------------------------
|common stock - $0.001 par value | 21,040,000                     

Documents incorporated by reference: Exhibit 3.1 (Articles of
Incorporation) and Exhibit 3.2 (By-laws) both filed as exhibitsto Endeavors
registration statement on Form SB-2 filed on February 16, 2007; Exhibit 10.1
(Mineral Property Purchase Agreement) filed as an exhibit to Endeavors
registration statement on Form SB-2 filed on February 16, 2007; Exhibit 10.2
(Mineral Property Purchase Agreement) filed as an exhibit to Endeavors Form
8-K (Current Report) filed on January 24, 2008; Exhibit 10.3 (Letter of
Intent) filed as an exhibit to Endeavors Form 8-K (Current Report) filed on
October 2, 2009; and 
  Exhibit 14 (Code of Ethics) filed as an exhibit to Endeavors Form 10-Q
  (Annual Report) filed on March 17, 2008.

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Forward Looking Statements

The information in this annual 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s files with the Securities and Exchange Commission.

The information constitutes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements in this Form 10-K for the fiscal year ended July 31,
2008, are subject to risks and uncertainties that could cause actual results to
differ materially from the results expressed in or implied by the statements
contained in this report. As a result, the identification and interpretation of
data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives requires the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate.

All forward-looking statements are made as of the date of
filing of this Form 10-K and Endeavor disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements. Endeavor may, from time to time, make
oral forward-looking statements. Endeavor strongly advises that the above
paragraphs and the risk factors described in this Annual Report and in
Endeavors other documents filed with the United States Securities and Exchange
Commission should be read for a description of certain factors that could cause
the actual results of Endeavor to materially differ from those in the oral
forward-looking statements. Endeavor disclaims any intention or obligation to
update or revise any oral or written forward-looking statements whether as a
result of new information, future events or otherwise.

PART I

Item 1. Description of Business.

(a)Business Development

Endeavor Explorations Inc. (Endeavor) is a Nevada
corporation that was incorporated on July 13, 2005.

Endeavor maintains its statutory resident agents office at
1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its business office is
located at Suite 601, 980 Cooperage Way, Vancouver, British Columbia, V6B 0C3.
Endeavors office telephone number is (206) 338-2649.

Endeavor has an authorized capital of 75,000,000 shares of
common stock with a par value of $0.0001 per share with 21,040,000 shares of
common stock currently issued and outstanding.

Endeavor has not been involved in any bankruptcy, receivership
or similar proceedings. There has been no material reclassification, merger
consolidation or purchase or sale of a significant amount of assets not in the
ordinary course of Endeavors business, with the exception of the acquisition of
MDC GPS technology as discussed below.

(b)Business
of Endeavor

Products and Services

During the fiscal period ended July 31, 2009, Endeavor was a
  startup exploration stage company without operations. Endeavors principal
  business was the acquisition and exploration of mineral resources. Endeavor
  had an interest in eight mineral claims located in the Uranium City area of
  Northern Saskatchewan, which were acquired in January 2008 and later abandoned
  in July 2009.



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Subsequently, management decided to expand Endeavors focus and
identify and assess new projects for acquisition purposes that are more global
in nature and technology-based. In October 2009, Endeavor entered into a letter
of intent dated September 29, 2009 with Spidex Technologies (the Letter of
Intent) for the acquisition of all of the right, title and interest in a
mobile data technology for Smartphones (the Technology), also known as
MDC GPS technology, that can run on GPS enabled Smartphones including Blackberry
Storm 2, Apple iPhone, Palm Pre, and Google Andriod devices. The Technology is a
software application that will run in the background and will collect and
transmit location data to a server. Server applications will include location
monitoring of vehicles, children and members of social networking groups. See
Exhibit 10.3  Letter of Intent for more details.

After conducting its due diligence on the Technology, Endeavor
entered into an asset purchase agreement dated October 27, 2009 with Spidex
Technologies for the acquisition of all of the right, title and interest in the
Technology. As consideration for the acquisition of the Technology, Endeavor
paid Spidex $5,000 on the signing of the Letter of Intent and will issue 1
million restricted shares to Spidex at a deemed price of $0.10 per share within
30 days of the date of the asset purchase agreement.

Also, Spidex has agreed to assist Endeavor in the further
development and commercialization of the Technology. Endeavor has agreed to
retain Spidex for a period of 12 months and to pay Spidex a monthly consulting
fee to provide services to Endeavor for the purpose of developing and advancing
the Technology to a point where it can be sold commercially. Either party may
terminate these services upon 30 days notice. The focus of the research and
development of the Technology will be on developing a software system whereby a
GPS enabled smartphone will send location based information to a server. The
server will receive and store this location based information and web
applications on the server can be developed to provide various consumer and
business web services. Endeavor plans to target BlackBerry devices initially but
intends to broaden support to other GPS enabled smartphones including the Apple
iPhone, Google Andriod devices and possibly Palm Pre and Motorola iDen devices.

Finally, pursuant to the terms and conditions of the asset
purchase agreement, Spidex will be entitled to a partial royalty or partial
payment if Endeavor sells its interest in the Technology.

See Exhibit 10.4  Asset Purchase Agreement for more details.

Markets

The target markets for the Technology will be consumers and
businesses interested in using location based web services. .

Distribution

The main modes of distribution of the Technology will be via
the Internet.

Competitive Business
Conditions

The industry in which Endeavor and its Technology plan on
operating is extremely competitive and always changing. Within the Internet
marketplace, there are an enormous number of corporations that are competing for
online users, advertising dollars, sponsorship fees and many other unique
opportunities for revenue. Many of these potential competitors are likely to
enjoy substantial competitive advantages, including:

| | 1. | greater financial, technical and marketing resources that
      can be devoted to the development, promotion and sale of their
      services;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | easier and more access to capital;                                                                                                            
| | 3. | longer operating histories;                                                                                                                   
| | 4. | greater name recognition and established corporate
      identity;                                                                            
| | 5. | larger user base; and                                                                                                                         
| | 6. | developed websites.                                                                                                                           

More specifically, online participants focused on the e-commerce
  industry are growing and the services and products that they are offering continues
  to increase at a rapid rate. Suppliers, retailers, consumers and other industry
  participants do not rely solely on the use of the Internet to communicate and
  interact. There are many alternative and traditional means that will continue
  to provide competition to the utilization of the Internet for similar purposes.
  Belkis Jimenez Rivero believes that competition will grow as the Internet usage
  increases and it becomes an easier and more efficient medium for the e-commerce
  industry participants to interact.



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Endeavor will strive to obtain a competitive advantage by
providing unique, quality products, privacy, secure mode of payment, and
guaranteed product and service satisfaction. Belkis Jimenez Rivero believes that
Endeavor will have a competitive advantage for the following reasons:

| | a. | The technology that Endeavor will be developing will use
      open standards where possible. This gives the technology increased
      interoperability.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Endeavor will make use of open source software where
      possible to reduce development costs and speed development
  time.                            

Endeavors principal competitors are www.instamapper.com, www.opengts.org, and www.opendtmp.org. As they are private corporations
Endeavor is unable to ascertain the size of their market. As the competitors are
private corporations with no requirement for financial disclosure, there is no
way of quantifying and qualifying what position on a sales basis Endeavor is in
relative to its competition.

Raw Materials

The raw materials for the Technology will include computers,
GPS enabled smartphones, open source software and labor to write software code.

Principal Suppliers

Endeavor is not dependent on any single supplier for the
Technology.

Dependence on Major
Customers

Endeavor has no customers.

Patents/Trade
Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour Contracts

Endeavor has no intellectual property such as patents or
trademarks. Additionally, Endeavor has no royalty agreements or labor contracts.

Government Approval

Endeavor does not require government approval to develop or
sell its technology in non-embargoed countries.

Government Controls and
Regulations

Currently, other than business and operations licenses
applicable to most commercial ventures, Endeavor is not required to comply with
any extraordinary regulations for its business operations. However, there can be
no assurance that current or new laws or regulations will not, in the future,
impose additional fees and taxes on Endeavor and its business operations. Any
new laws or regulations relating to the Technology or any new interpretations of
existing laws could have a negative impact on Endeavors business and add
additional costs to Endeavors business operations.

Websites are not currently subject to direct federal laws or
regulations applicable to access, content or commerce on the Internet. However,
due to the increasing popularity and use of the Internet, it is possible that a
number of laws and regulations may be adopted with respect to the Internet
covering issues such as:

- user privacy
- freedom of expression
- pricing
- content and quality of products and services
- taxation
- advertising
- intellectual property rights
- information security



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The adoption of any such laws or regulations might decrease the
rate of growth of Internet use, which in turn could decrease the demand for
Endeavors products and services, increase the cost of doing business, or in
some other manner have a negative impact on Endeavors business, financial
condition and operating results. In addition, applicability to the Internet of
existing laws governing issues such as property ownership, copyrights and other
intellectual property issues, taxation, libel, obscenity and personal privacy is
uncertain. The vast majority of such laws were adopted prior to the advent of
the Internet and related technologies and, as a result, do not contemplate or
address the unique issues of the Internet and related technologies.

Additionally, in response to concerns regarding spam
(unsolicited electronic messages), pop-up web pages and other Internet
advertising, the federal government and a number of states have adopted or
proposed laws and regulations that would limit the use of unsolicited Internet
advertisements. While a number of factors may prevent the effectiveness of such
laws and regulations, the cumulative effect may be to limit the attractiveness
of effecting sales on the Internet, thus reducing the value of Endeavors
business operations.

Also, several telecommunications companies have petitioned the
Federal Communications Commission to regulate Internet service providers and
on-line service providers in a manner similar to long distance telephone
carriers and to impose access fees on those companies. This could increase the
cost of transmitting data over the Internet.

Costs and Effects of Compliance with
Environmental Laws

Endeavor currently has no costs to comply with environmental
laws concerning its past exploration program on the Martin Lake Claims or the
research and development of the Technology.

Expenditures on Research and Development
During the Last Two Fiscal Years

Endeavor has not incurred any research or development
expenditures since its inception on July 13, 2005.

Number of Total Employees and Number of
Full Time Employees

Endeavor does not have any employees other than its sole
director and officer of Endeavor. Endeavor intends to retain the services of
independent consultants on a contract basis to conduct the required research and
development on the Technology.

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 1B. Unresolved Staff Comments.

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. Description of Property.

Endeavors executive offices are located at Suite 601, 980
Cooperage Way, Vancouver, British Columbia, V6B 0C3.

Endeavor currently has no interest in any other property as
discussed above in Item 1. Description of Business.

Item 3. 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 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 fourth quarter of the fiscal
  year covered by this report.



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PART II

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

(a)          
Market Information

Endeavors common stock has been quoted on the NASD OTC
Bulletin Board under the symbol EAVR since July 10, 2007. The table below
gives the high and low bid information for each fiscal quarter Endeavors common
stock has been quoted for the last two fiscal years and for the interim period
ended October 27, 2009. The bid information was obtained from Pink OTC Markets
Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.

High & Low
      BidsPeriod ended
    High
    Low
    Source27 October 2009
    $0.15
    $0.05
    Pink OTC Markets Inc.31 July 2009
    $0.26
    $0.05
    Pink OTC Markets Inc.30 April 2009
    $0.40
    $0.21
    Pink OTC Markets Inc.31 January 2009
    $0.75
    $0.25
    Pink OTC Markets Inc.31 October 2008
    $1.32
    $0.51
    Pink OTC Markets Inc.31 July 2008
    $2.05
    $1.01
    Pink OTC Markets Inc.30 April 2008
    $1.50
    $0.98
    Pink OTC Markets Inc.31 January 2008
    $1.02
    $0.10
    Pink OTC Markets Inc.(after 3 for 1 dividend)31 October 2007
    $0.15
    $0.15
    Pink OTC Markets Inc.


(b)          
  Holders of Record

Endeavor has approximately 24 holders of record of Endeavors
common stock as of July 31, 2009 according to a shareholders list provided by
Endeavors transfer agent as of that date. The number of registered shareholders
does not include any estimate by Endeavor of the number of beneficial owners of
common stock held in street name. The transfer agent for Endeavors common stock
is Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada, 89014
and their telephone number is 702-818-5898.

(c)          
  Dividends

Endeavor has declared no dividends on its common stock, and is
not subject to any restrictions that limit its ability to pay dividends on its
shares of common stock. Dividends are declared at the sole discretion of
Endeavors Board of Directors.

On November 9, 2007, the Board of Directors declared a stock
dividend of three shares for every one share of common stock issued. The stock
dividend was paid out on November 23, 2007.

(d)Recent
  Sales of Unregistered Securities

There have been no sales of unregistered securities within the
last three years that would be required to be disclosed pursuant to Item 701 of
Regulation S-K, with the exception of the following:

November 2007 -
Stock dividend

On November 9, 2007, the board of directors of Endeavor
declared a stock dividend on its outstanding shares of common stock. For every
share that a shareholder owned on November 21, 2007, that shareholder received
an additional three (3) shares on November 23, 2007. On November 26, 2007, the
stock dividend was ex-dividend and Endeavors trading price was adjusted
accordingly. The stock dividend resulted in an increase of the Endeavors issued
and outstanding share capital from 7,250,000 shares of common stock to
29,000,000 shares of common stock.

December 2007
   Return to Treasury

On December 3, 2007, there was a change in control in the voting
  shares of Endeavor. The basis of the change in control was a cancellation of
  8 million shares, which were returned to treasury. As a result of the change
  of Robin Forshaws role with



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Endeavor, Mr. Forshaw agreed to return 8,000,000 of his shares
to Endeavor for cancellation, which represented 27.6% of the issued and
outstanding shares of common stock in the capital of Endeavor.

January 2008 -
$0.50 Private Placement Offering

On January 23, 2008, the board of directors authorized the
issuance of 40,000 restricted shares of common stock at a subscription price of
$0.50 per restricted share. Endeavor raised $20,000 in cash in this closing, and
issued an aggregate 40,000 restricted shares of common stock to one non-US
subscriber outside the United States. Endeavor set the value of the restricted
shares arbitrarily without reference to its assets, book value, revenues or
other established criteria of value. All the restricted shares issued in this
offering were issued for investment purposes in a private transaction.

For the one non-US subscriber outside the United States in this
closing, Endeavor relied upon Section 4(2) of the Securities Act of 1933 and
Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and
Exchange Commission. Management is satisfied that Endeavor complied with the
requirements of the exemption from the registration and prospectus delivery of
the Securities Act of 1933. The offering was not a public offering and was not
accompanied by any general advertisement or any general solicitation. Endeavor
received from each subscriber a completed and signed subscription agreement
containing certain representations and warranties, including, among others, that
(a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the
shares for their own investment account and not on behalf of a U.S. person, and
(c) there was no prearrangement for the sale of the shares with any buyer. No
offer was made or accepted in the United States and the share certificates
representing the shares were issued bearing a legend with the applicable trading
restrictions.

February 2008
  - Mineral Property Purchase Agreement

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

July 2009 
  Return to Treasury

On July 21, 2009, there was a change in control in the voting
shares of Endeavor. The basis of the change in control was a cancellation of 10
million shares, which were returned to treasury. As a result of the abandonment
of the Martin Lake Claims, Walter Stunder agreed to return 10 million of his
shares to Endeavor for cancellation, which represented 32.2% of the issued and
outstanding shares of common stock in the capital of Endeavor.

There are no outstanding options or warrants to purchase, or
securities convertible into, shares of Endeavors common stock.

(e)Penny
  Stock Rules

Trading in Endeavors common stock is subject to the penny
stock rules. The SEC has adopted regulations that generally define a penny
stock to be any equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. These rules require that any broker-dealer
who recommends Endeavors common stock to persons other than prior customers and
accredited investors, must, prior to the sale, make a special written
suitability determination for the purchaser and receive the purchasers written
agreement to execute the transaction. Unless an exception is available, the
regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the risks
associated with trading in the penny stock market. In addition, broker-dealers
must disclose commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities they offer. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in Endeavors securities,
which could severely limit their market price and liquidity of Endeavors
securities. The application of the penny stock rules may affect your ability
to resell Endeavors securities.

Item 6. Selected Financial Data.

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.



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Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

THE FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF
ENDEAVOR EXPLORATIONS INC. SHOULD BE READ IN CONJUNCTION WITH THE AUDITED
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Overview

Endeavor was incorporated in the State of Nevada on July 13,
2005.

Endeavor was an exploration stage company up until July 31,
2009. Endeavors principal business was the acquisition and exploration of
mineral resources. Endeavor never determined whether the mineral properties that
it had an interest in contained mineral reserves that were economically
recoverable.

Fork Claims

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

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 covered approximately 1,500 hectares (3,700 acres). However, on July 21,
2009, the board of directors approved managements recommendation to abandon the
Martin Lake Claims. Management recommended abandoning the Martin Lake Claims in
view of the current economic downturn and it was determined that the Martin Lake
Claims no longer warranted further exploration or development based on the
results of exploration Endeavor has conducted on the Martin Lake Claims.
Pursuant to the terms and conditions of the Mining Property Purchase Agreement,
Endeavor sent notice on August 4, 2009 to Mr. Dubnick of its intention to
abandon the Martin Lake Claims. As a result of the abandonment of the Martin
Lake Claims 60 days prior to any deadline for additional assessment work to be
completed, Endeavor has no further obligations under the Mining Property
Purchase Agreement. See Exhibit 10.2  Mining Property Purchase Agreement for
more details.

MDC GPS Technology

Management has decided to expand Endeavors focus and identify
and assess new projects for acquisition purposes that are more global in nature
and technology-based. In October 2009, Endeavor entered into a letter of intent
dated September 29, 2009 with Spidex Technologies (the Letter of
Intent) for the acquisition of all of the right, title and interest in a
mobile data technology for Smartphones (the Technology), also known as
MDC GPS technology. See Exhibit 10.3  Letter of Intent for more details.

After conducting its due diligence on the Technology, Endeavor
entered into an asset purchase agreement dated October 27, 2009 with Spidex
Technologies for the acquisition of all of the right, title and interest in the
Technology. See Exhibit 10.4  Asset Purchase Agreement for more details.

Plan of Operation

Endeavor has not had any significant revenues generated from
its business operations since inception. Endeavor expects that the revenues
generated from its business for the next 12 months will not be enough for its
required working capital. Until Endeavor is able to generate any consistent and
significant revenue it may be required to raise additional funds by way of
equity or debt financing.

At any phase, if Endeavor finds that it does not have adequate
  funds to complete a phase, it may have to suspend its operations and attempt
  to raise more money so it can proceed with its business operations. If Endeavor
  cannot raise the capital to proceed it may have to suspend operations until
  it has sufficient capital. Endeavor expects to raise the required funds for
  the next 12 months with equity or debt financing.



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To become profitable and competitive, Endeavor needs to develop
and advance the Technology to a point where it can be sold commercially. To
achieve this goal, management has prepared the following phases for its plan of
operation for the next 12 months.

Phase 1 - Develop the Technology (9
months)

In Phase 1, Endeavor plans to (1) develop the first client
software for BlackBerry GPS enabled smartphones, (2) develop server software
which can receive data from the BlackBerry GPS enabled smartphones, and
(3)develop a server based web application to provide a location based service.
Endeavor has budgeted approximately $500,000 for this phase and expects it to
take nine months to complete, with completion expected within the first nine
months of Endeavors plan of operation.

Phase 2 - Implement marketing
strategy (3 months)

In Phase 2, Endeavor plans to (1) hire personnel for sales,
marketing and customer service, (2) create a marketing strategy for the
Technology and its products, and (3) implement its marketing strategy on its
target market.

Endeavor has budgeted approximately $250,000 for this phase and
expects it to take three months to complete with completion expected within the
final three months of Endeavors plan of operation.

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/A filed on April 4, 2007 and
Endeavors Form 10-KSB filed on October 30, 2007. Endeavors business, operating
results and financial condition could be seriously harmed due to any of those
known material risks. Also, please consider the following additional risk
factors in evaluating the company and its business before purchasing shares of
the companys common stock. The risks described below are not the only ones
facing Endeavor. Additional risks not presently known to Endeavor may also
impair its business operations. You could lose all or part of your investment
due to any of these risks.

Risks associated with Endeavor:

| | 1. | Endeavor is an initial development stage company and
      may not be able to continue as a going concern and may not be able to
      raise additional financing.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

A note provided by Endeavors independent auditors in
Endeavors financial statements for the period from inception, July 13, 2005,
through July 31, 2009 contains an explanatory note that indicates that Endeavor
is an initial development stage company and its ability to continue as a going
concern is dependent on continued financial support from its shareholders,
raising additional capital to fund future operations and ultimately to attain
profitable operations. The explanatory note states that, because of such
uncertainties, there may be a substantial doubt about Endeavors ability to
continue as a going concern. This note may make it more difficult for Endeavor
to raise additional equity or debt financing needed to run its business and is
not viewed favorably by analysts or investors. Endeavor urges potential
investors to review this report before making a decision to invest in Endeavor.

| | 2. | Endeavor has a limited operating history upon which to
      judge its current operations and has losses that it expects to continue
      into the future. If the losses continue Endeavor will have to suspend
      operations or cease operations.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In deciding whether to purchase Endeavors shares of common
stock, and the likelihood of Endeavors success, you should consider that
Endeavor is relatively new to the technology marketplace and has a limited
operating history upon which to judge its current operations. As a result, you
will be unable to assess Endeavors future operating performance or its future
financial results or condition by comparing these criteria against its past or
present equivalents.

Endeavor was incorporated on July 13, 2005 and Endeavor has no
  significant operating history upon which an evaluation of its future success
  or failure can be made. Endeavors net loss since inception is $375,500.
  Endeavors ability to achieve and maintain profitability and positive cash
  flow is dependent upon its ability to generate revenues from its planned business
  operations and to reduce development costs.

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Based upon current plans, Endeavor expects to incur up to
$2,000,000 in operating losses over the next 12 to 18 months. This will be due
to expenses associated with the development and operation of the Technology.
Endeavor cannot guaranty that it will be successful in generating revenues in
the future. Failure to generate revenues may cause Endeavor to go out of
business.

| | 3. | Endeavor does not have sufficient funds to complete
      each phase of its proposed plan of operation and as a result may have to
      suspend operations.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

Each of the phases of Endeavors plan of operation is limited
and restricted by the amount of working capital that Endeavor has and is able to
raise from financings and generate from business operations. Endeavor currently
does not have sufficient funds to complete each phase of its proposed plan of
operation and Endeavor expects that it will not satisfy its cash requirements
for the next 12 months. As a result, Endeavor may have to suspend or cease its
operations on one or more phases of the proposed plan of operation. Until
Endeavor is able to generate any consistent and significant revenue it may be
required to raise additional funds by way of equity. At any phase, if Endeavor
finds that it does not have adequate funds to complete a phase, it may have to
suspend its operations and attempt to raise more money so it can proceed with
its business operations. If Endeavor cannot raise the capital to proceed it may
have to suspend operations until it has sufficient capital.

| | 4. | Failure to successfully compete in the technology
      industry with established technology companies may result in Endeavors
      inability to continue with its business
  operations.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There are three prominent, established technology companies
that are competitors with Endeavor. Each of www.instamapper.com and www.opengts.org and www.opemdmtp.org have been in business for at least two
years. Each of the competitors are private companies and as a result it is
difficult for Endeavor to determine its competitive position among these
competitors. Based on feedback from Endeavors customers, Belkis Jimenez Rivero
thinks that Endeavor provides a wider range of products than its competitors.
Endeavor expects competition in this market to increase significantly as new
companies enter the market and current competitors expand their online
services.

If Endeavor is unable to develop and introduce enhanced or new
technology or services quickly enough to respond to market or user requirements
or to comply with emerging industry standards, or if these services do not
achieve market acceptance, Enedeavor may not be able to compete effectively.

In addition, Endeavors competitors may develop technology that
is better than Endeavors or that achieves greater market acceptance. It is also
possible that new competitors may emerge and acquire significant market share.
Competitive pressures created by any one of these companies, or by Endeavors
competitors collectively, could have a negative impact on Endeavors business,
results of operations and financial condition and as a result, Endeavor may not
be able to continue with its business operations.

| | 5. | Endeavor may not be able to develop and introduce
      enhanced or new products and services quickly enough to respond to market
      or user requirements or to comply with emerging industry standards and, as
      a result, Endeavors ability to operate and compete effectively may be
      affected negatively.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The technology industry is rapidly changing with frequent
introductions of new products, services, and industry standards. Endeavors
future success will depend on its ability to adapt to the rapid changing by
continually improving the performance features and reliability of Endeavors
products and services. Endeavors future success will also depend in large part
on its ability to develop and enhance Endeavors products and services. There
are significant technical risks in the development of new or enhanced services,
including the risk that Endeavor will be unable to effectively use new
technologies, adapt its services to emerging industry standards, or develop,
introduce and market new or enhanced products and services. Also, if Endeavor is
unable to develop and introduce enhanced or new products and services quickly
enough to respond to market or user requirements or to comply with emerging
industry standards, or if these products and services do not achieve market
acceptance, Endeavor may not be able to compete effectively.

| | 6. | Since Endeavor success depends upon the efforts of
      Belkis Jimenez Rivero, the sole officer of Endeavor, and its ability to
      attract and retain key personnel, Endeavors failure to retain key
      personnel will negatively affect its
business.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Endeavors business is greatly dependent on the efforts
  of its CEO, Belkis Jimenez Rivero, and on its ability to attract, motivate and
  retain key personnel and highly skilled technical employees. Currently, Endeavor
  does not have any employment agreement with Ms. Jimenez Rivero and does not
  carry a key man life insurance policy on Ms. Jimenez Rivero. Also, Endeavor
  does not have any full time or part time employees at this time. The loss of
  Ms. Jimenez Rivero could have a

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negative impact on Endeavors business, operating results and
financial condition. Competition for qualified personnel is intense and Endeavor
may not be able to hire or retain qualified personnel, which could also have a
negative impact on Endeavors business. Currently, Ms. Jimenez Rivero only
intends to devote approximately 20% of her business time to the affairs of
Endeavor.

| | 7. | Since Endeavor relies on one provider to host its
      website, Endeavors technical systems could fail if this service is
      interrupted, which in turn would have a negative impact on Endeavors
      business.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although Endeavor has back up facilities for its computer
systems, Endeavor relies on one provider to host its website, www.serverloft.com. In the past, the website host has
not failed to provide services to Endeavors systems and website. However, if
Endeavors website host failed to provide service to its systems, Endeavor would
be unable to maintain website availability. Interruptions could result from
natural disasters as well as power loss, telecommunications failure and similar
events. Endeavors business depends on the efficient and uninterrupted operation
of its computer and communications hardware systems. Any system interruptions
that cause its website to be unavailable could materially adversely affect its
business. Endeavor does not currently have a formal agreement with its website
host, but rather a standard monthly recurring billing relationship. Furthermore,
Endeavor will be depending on outside expertise to maintain and expand its
website design and capabilities. There is no assurance that website consultants
can be retained who will understand the needs of and have the solution for a
desirable, user-friendly commercial website.

| | 8. | Endeavors business exposes Endeavor to potential
      product liability claims, and Endeavor may incur substantial expenses if
      Endeavor is subject to product liability claims or litigation, which could
      result in a negative impact on its
business.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Belkis Jimenez Rivero believes that the Technology and its
products involve a minimal inherent risk of product liability claims and
associated adverse publicity. However, Endeavor may be held liable if any
product it sells causes damages or is otherwise found unsuitable. Currently,
Endeavor does not carry any product liability insurance or general business
coverage. A product liability claim, regardless of its merit or eventual
outcome, could result in significant legal defense costs. These costs would have
the effect of increasing Endeavors expenses and diverting Ms. Jimenez Riveros
attention away from the operation of the business, and could harm Endeavors
business.

Risks associated with Endeavors industry:

| | 9. | Any new laws or regulations relating to the Internet
      or any new interpretations of existing laws could have a negative impact
      on Endeavors business.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Currently, other than business and operations licenses
applicable to most commercial ventures, endeavor is not required to obtain any
governmental approval for its business operations. However, there can be no
assurance that current or new laws or regulations will not, in the future,
impose additional fees and taxes on Endeavor and its business operations.
Additionally, in response to concerns regarding spam (unsolicited electronic
messages), pop-up web pages and other Internet advertising, the federal
government and a number of states have adopted or proposed laws and regulations
that would limit the use of unsolicited Internet advertisements. While a number
of factors may prevent the effectiveness of such laws and regulations, the
cumulative effect may be to limit the attractiveness of effecting sales on the
Internet, thus reducing the value of Endeavors business operations. Also,
several telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and on-line service providers
in a manner similar to long distance telephone carriers and to impose access
fees on those companies. This could increase the cost of transmitting data over
the Internet. Any new laws or regulations relating to the Technology or the
Internet or any new interpretations of existing laws could have a negative
impact on Endeavors business and add additional costs to Endeavors business
operations.

| | 10. | Security of online transactions via the Internet and
      any security breaches will have a negative impact on Endeavors
      business.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------

The secure transmission of confidential information over public
  telecommunications facilities is a significant barrier to electronic commerce
  and communications on the Internet. Many factors may cause compromises or breaches
  of security systems used by Endeavor and other Internet sites to protect proprietary
  information. A compromise of security on the Internet would materially negatively
  affect the use of the Internet for commerce and communications. This in turn
  would negatively affect Endeavors business. Circumvention of Endeavors
  security measures could result in misappropriation of its proprietary information
  or cause interruptions of Endeavors operations. Protecting against the
  threat of such security breaches may

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require Endeavor to expend significant amounts of capital and
other resources. There can be no assurance that Endeavors security measures
will prevent security breaches.

| | 11. | Endeavors business will be adversely affected if the
      infrastructure of the Internet is unable to support demands placed on it
      by Endeavors business.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

The success of commercial use of the Internet depends in large
part upon the development and maintenance of the Internets infrastructure,
including the development of complementary products such as various broadband
technologies. The number of users of the Internet and the amount of traffic on
the Internet have grown significantly and are expected to continue to grow,
placing greater demands on the Internet's infrastructure. This infrastructure
may not be able to support the demands placed on it by this continued growth
without its performance or reliability being decreased. Any outages or delays in
services could lower the level of Internet usage. In addition, the
infrastructure and complementary products and services necessary to make the
Internet a viable commercial marketplace may not develop. If usage of the
Internet is curtailed due to infrastructure constraints or lack of complementary
products, Endeavor expects an adverse impact on its business and revenues. Even
if such infrastructure and complementary products and services do develop, there
can be no guarantee that the Internet will become a viable commercial
marketplace for products and services such as those offered by Endeavor.

Financial Condition

As at July 31, 2009, Endeavor had a cash balance of $1,665.
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 its
assets. 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 technology companies
in the development stage ultimately develop, market, and successfully sell their
products. 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 competitive market for similar technology and the pricing of such
  technology;
- the results of Endeavors proposed research and development on its
  Technology; and
- Endeavors ability to find joint venture partners for the development of
  its Technology.

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 proposed development
work program, and it is successful in developing and marketing the Technology,
Endeavor will have to spend substantial funds on further research and
development and marketing before it will know whether is plan of operation will
be successful.

Functional Currency

Endeavors functional currency is the United States dollar.
Endeavor has determined that its functional currency is the United States dollar
for the following reasons:

- Endeavors current and future financings are and will be in United States
  dollars;
- Endeavor maintains a majority of its cash holdings in United States
  dollars;
- any potential sales of the Technology will be undertaken in United States
  dollars;
- a majority of Endeavors administrative expenses are undertaken in United
  States dollars; and
- all cash flows are generated in United States dollars.



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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 July 31, 2009, Endeavor had total assets of $5,685,
consisting of cash and prepaid expenses, and total liabilities of $210,632 for a
net working capital of $(204,947), compared with a net working capital of
$7,044,214 as of July 31, 2008. The primary reason for the decrease in the net
working capital was the result of the write off of mineral property. The assets
consisted of $1,665 in cash and $4,020 in prepaid expenses. The liabilities
consisted of $24,751 in accounts payable and accrual liabilities, $178,541 in
promissory notes payable, and $7,340 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 development of the
Technology and its business will fail.

Cash Flow From
Operating Activities

For the fiscal year ended July 31, 2009, the net loss in cash
flow from operating activities decreased to $163,490 compared with $187,110 for
the same period in the previous fiscal year.

At July 31, 2009, Endeavor had cash of $1,665. During the
fiscal year ended July 31, 2009, Endeavor used $68,362 in cash for operating
activities. The increase in use of cash for operating activities was due to
payments for accounts payables and operating expenses incurred during the
year.

Cash Flow From
  Investing Activities

Cash flow from investing activities was $nil for the fiscal
year ended July 31, 2009 as compared with $288,824 of cash used for the same
period in the previous fiscal year.

Cash Flow From
  Financing Activities

Net cash flows provided by financing activities decreased to
$58,955 for the fiscal year ended July 31, 2009 as compared with financing
activities of $366,298 for the same period in the previous fiscal year,
primarily as a result of the decrease in long-term debt of $33,365, and an
increase in proceeds from promissory notes payable of $85,000 and advances from
related party of $7,320.

Results of Operation for the Period Ended July 31, 2009

Endeavor has had no operating revenues since its inception on
July 13, 2005, through to July 31, 2009. Endeavors activities have been
financed from the proceeds of share subscriptions. From its inception, on July
13, 2005, to July 31, 2009 Endeavor has raised a total of $46,800 from private
offerings of its common stock.

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.

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References to the discussion below to fiscal 2009 are to Endeavors
  fiscal year ended on July 31, 20098. References to fiscal 2008 are to Solteras
  fiscal year ended July 31, 2008.

Accumulated from July 13, 2005
      (Date of Inception) to July 31, 2009 $
      For the Year Ended July 31,
      2009 $
      For the Year Ended July 31,
      2008 $(Audited)
      (Audited)
      (Audited)Revenue
      
      
      ExpensesFinance charges
      97,585
      104,045
      201,630Mineral property costs
      29,600
      7,867
      44,967Office and other administration
      expenses
      36,305
      75,198
      128,903Net Loss
      (163,490)
      (187,110)
      (375,500)


Finance Charges

Finance charges include the beneficial conversion features of
$85,000 for the promissory note and accretion expenses of $12,585 of the long
term debts.

Mineral Property Costs

Mineral property costs incurred during fiscal 2009 were
attributable to the payments made to maintain title to Endeavors mineral
claims. A total of $29,600 was spent on Endeavors exploration program on the
Martin Lake Claims.

Office and Administration Expenses

Office and other administration expenses includes office rent
and professional expenses, which include legal, accounting and auditing expenses
associated with Endeavors corporate organization, the preparation of Endeavors
financial statements and Endeavors continuous disclosure filings with the
Securities and Exchange Commission.

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 July
31, 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 $1,000,000 on the
  development, marketing and sales of the Technology in the next 12 months. However,
  the amount to be spent on the Technology will depend on whether Endeavor conducts
  the development work program on the Technology itself or whether Endeavor enters
  into a joint venture with another party to assist with some or the entire development
  work program.

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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 12 months, management anticipates spending
approximately $17,000 for legal costs to pay for three quarterly filings and one annual filing.

Critical Accounting Policies

Endeavors financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by managements application of accounting policies.  Management believes that understanding the basis and nature of the
estimates and assumptions involved with the following aspects of Endeavors financial statements is critical to an understanding of Endeavors financial statements.

Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses in the reporting period. Endeavor regularly evaluates estimates and assumptions related to donated expenses, and deferred income tax asset valuations. Endeavor bases its estimates
and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by Endeavor may differ materially and adversely from Endeavors estimates. To the extent there are material differences
between the estimates and the actual results, future results of operations will be affected.

Mineral Property Costs

Mineral property acquisition costs are capitalized. Mineral property exploration costs are expensed as incurred until such time as economic reserves are quantified. Mineral properties are reviewed for impairment whenever events and changes in
circumstances indicate that the carrying amount may be impaired. In performing the review for impairment, Endeavor estimates the future cash flows expected to result from use of the asset or its eventual disposition. If the fair value exceeds the
carrying value an impairment loss is recognized.

Financial Instruments

The fair values of financial instruments, which include cash, accounts payable, accrued liabilities, and due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial
instruments. Endeavors operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to Endeavors operations that arise from fluctuations in foreign exchange
rates and the degree of volatility of these rates. Currently, Endeavor does not use derivative instruments to reduce its exposure to foreign currency risk.

Item 7A. 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.

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Item 8. Financial Statements and Supplementary Data.



ENDEAVOR EXPLORATIONS INC.(An Exploration Stage
Company)



FINANCIAL STATEMENTS



July 31, 2009





|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report
      of Independent Registered Public Accounting Firm | F1  
|                                                              |      
|Balance
      Sheets                                          | F2  
|                                                              |      
|Statements
      of Operations                                | F3  
|                                                              |      
|Statements
      of Cash Flows                                | F4  
|                                                              |      
|Statements
      of Stockholders Equity                      | F5  
|                                                              |      
|Notes
      to the Financial Statements                       | F6  



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Stockholders and Board of Directors of Endeavor
Exploration Inc.:

We have audited the accompanying balance sheets of Endeavor
Exploration Inc. (an exploration stage company) as of July 31, 2009 and 2008 and
the related statements of operations, cash flows and stockholders deficit for
the years then ended and the period from July 13, 2005 (inception) through July
31, 2009. 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 audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also 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
audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in
all material respects, the financial position of Endeavor Exploration Inc. as of
July 31, 2009 and 2008 and the results of its operations and its cash flows for
the years then ended and the period from July 13, 2005 (inception) through July
31, 2009 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has not generated revenues since
inception, has incurred losses in developing its business, and further losses
are anticipated. The Company requires additional funds to meet its obligations
and the costs of its operations. These factors raise substantial doubt about the
Companys ability to continue as a going concern. Managements plans in this
regard are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

DMCL

DALE MATHESON CARR-HILTON LABONTELLPCHARTERED ACCOUNTANTS

Vancouver, Canada
November 2, 2009





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|ENDEAVOR EXLORATIONS INC.     
|------------------------------
|(An Exploration Stage Company)
|BALANCE SHEETS                

|                                                          |   | July 31, |   |   | July 31,  |  
|--------------------------------------------------------- | - | -------- | - | - | --------- | -
|                                                          |   | 2009     |   |   | 2008      |  
|                                                          |   |          |   |   |           |  
|ASSETS                                                    |   |          |   |   |           |  
|                                                          |   |          |   |   |           |  
|CURRENT                                                   |   |          |   |   |           |  
|Cash                                                      | $ | 1,665    |   | $ | 11,072    |  
|Prepaid expenses                                          |   | 4,020    |   |   | 3,200     |  
|                                                          |   | 5,685    |   |   | 14,272    |  
|                                                          |   |          |   |   |           |  
|Mineral property
      (Note 3)                           |   | -        |   |   | 7,288,824 |  
|                                                          | $ | 5,685    |   | $ | 7,303,096 |  
|                                                          |   |          |   |   |           |  
|                                                          |   |          |   |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)            |   |          |   |   |           |  
|                                                          |   |          |   |   |           |  
|CURRENT                                                   |   |          |   |   |           |  
|Accounts payable and accrued
      liabilities            | $ | 24,751   |   | $ | 17,953    |  
|Current portion of long-term debt (Note 6)                |   | -        |   |   | 20,670    |  
|Promissory notes payable (Note
      4)                   |   | 178,541  |   |   | 94,009    |  
|Due
      to related parties (Note 5)                     |   | 7,340    |   |   | 20        |  
|                                                          |   | 210,632  |   |   | 132,652   |  
|                                                          |   |          |   |   |           |  
|Long-term debt (Note 6)                                   |   | -        |   |   | 126,230   |  
|                                                          |   | 210,632  |   |   | 258,882   |  
|                                                          |   |          |   |   |           |  
|STOCKHOLDERS EQUITY (DEFICIT)                            |   |          |   |   |           |  
|Common stock (Note 7)                                     |   |          |   |   |           |  
|Authorized:                                               |   |          |   |   |           |  
|75,000,000 common shares, $0.001
      par value          |   |          |   |   |           |  
|Issued and outstanding:                                   |   |          |   |   |           |  
|21,040,000 common shares (July
      31, 2008-31,000,000) |   | 21,040   |   |   | 31,000    |  
|Additional paid-in capital                                |   | 149,513  |   |   | 7,205,224 |  
|Obligation to issue shares                                |   | -        |   |   | 20,000    |  
|Deficit
      accumulated during the exploration stage    |   | (375,500 | ) |   | (212,010  | )
|                                                          |   | (204,947 | ) |   | 7,044,214 |  
|                                                          |   |          |   |   |           |  
|                                                          | $ | 5,685    |   | $ | 7,303,096 |  
|                                                          |   |          |   |   |           |  
|Contingency(Note 1)                                       |   |          |   |   |           |  
|Subsequent events(Note 9)                                 |   |          |   |   |           |  

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

F-2



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        19


---

|ENDEAVOR EXPLORATIONS INC.    
|------------------------------
|(An Exploration Stage Company)
|STATEMENTS OF
      OPERATIONS

|                                                |   |            |   |   |            |   |   | Cumulative from |  
|----------------------------------------------- | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                                |   |            |   |   |            |   |   | July 13, 2005   |  
|                                                |   | Year ended |   |   | Year ended |   |   | (Inception) to  |  
|                                                |   | July 31,   |   |   | July 31,   |   |   | July 31,        |  
|                                                |   | 2009       |   |   | 2008       |   |   | 2009            |  
|                                                |   |            |   |   |            |   |   |                 |  
|Expenses                                        |   |            |   |   |            |   |   |                 |  
|Finance charges (Notes 4 and 6)                 | $ | 97,585     |   | $ | 104,045    |   | $ | 201,630         |  
|Mineral property costs (Note
      3)           |   | 29,600     |   |   | 7,867      |   |   | 44,967          |  
|Office and other administration expenses        |   | 36,305     |   |   | 75,198     |   |   | 128,903         |  
|                                                |   |            |   |   |            |   |   |                 |  
|Net loss                                        | $ | (163,490   | ) | $ | (187,110   | ) | $ | (375,500        | )
|                                                |   |            |   |   |            |   |   |                 |  
|Net loss per
      share - basic and diluted    | $ | (0.01      | ) | $ | (0.01      | ) |   |                 |  
|                                                |   |            |   |   |            |   |   |                 |  
|Weighted average number of shares outstanding - |   |            |   |   |            |   |   |                 |  
|basic and diluted                               |   | 30,728,022 |   |   | 28,994,521 |   |   |                 |  

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

F-3



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        20


---

|ENDEAVOR EXPLORATIONS INC.    
|------------------------------
|(An Exploration Stage Company)
|STATEMENTS OF
      CASH FLOWS

|                                                |   |            |   |   |            |   |   | Cumulative from |  
|----------------------------------------------- | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                                |   |            |   |   |            |   |   | July 13, 2005   |  
|                                                |   | Year ended |   |   | Year ended |   |   | (Inception) to  |  
|                                                |   | July 31,   |   |   | July 31,   |   |   | July 31,        |  
|                                                |   | 2009       |   |   | 2008       |   |   | 2009            |  
|                                                |   |            |   |   |            |   |   |                 |  
|Cash Flow From Operating Activities             |   |            |   |   |            |   |   |                 |  
|Net loss                                        | $ | (163,490   | ) | $ | (187,110   | ) | $ | (375,500        | )
|Non-cash items:                                 |   |            |   |   |            |   |   |                 |  
|Foreign exchange                                |   | (8,435     | ) |   | -          |   |   | (8,435          | )
|Finance charges                                 |   | 97,585     |   |   | 104,045    |   |   | 201,630         |  
|Non-cash working capital items:                 |   |            |   |   |            |   |   |                 |  
|Prepaid expenses                                |   | (820       | ) |   | (3,200     | ) |   | (4,020          | )
|Accounts payable and accrual liabilities        |   | 6,798      |   |   | 17,953     |   |   | 24,751          |  
|Net cash used in operations                     |   | (68,362    | ) |   | (68,312    | ) |   | (161,574        | )
|                                                |   |            |   |   |            |   |   |                 |  
|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 Financial Activities             |   |            |   |   |            |   |   |                 |  
|Advances from related party                     |   | 7,320      |   |   | 10         |   |   | 7,340           |  
|Long-term debt, net                             |   | (33,365    | ) |   | 252,280    |   |   | 218,915         |  
|Issuance of capital stock                       |   | -          |   |   | -          |   |   | 46,800          |  
|Repurchase shares for
      cancellation        |   | -          |   |   | (1         | ) |   | (1              | )
|Proceeds from promissory notes payable          |   | 85,000     |   |   | 94,009     |   |   | 179,009         |  
|Subscription received in advance                |   | -          |   |   | 20,000     |   |   | -               |  
|Net cash provided
      by financing activities |   | 58,955     |   |   | 366,298    |   |   | 452,063         |  
|                                                |   |            |   |   |            |   |   |                 |  
|Increase (decrease) in cash                     |   | (9,407     | ) |   | 9,162      |   |   | 1,665           |  
|                                                |   |            |   |   |            |   |   |                 |  
|Cash,
      beginning                           |   | 11,072     |   |   | 1,910      |   |   | -               |  
|                                                |   |            |   |   |            |   |   |                 |  
|Cash,
      ending                              | $ | 1,665      |   | $ | 11,072     |   | $ | 1,665           |  
|                                                |   |            |   |   |            |   |   |                 |  
|                                                |   |            |   |   |            |   |   |                 |  
|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 financial
statements.

F-4



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        21


---

|ENDEAVOR EXPLORATIONS INC.                                     
|---------------------------------------------------------------
|(An Exploration Stage Company)                                 
|STATEMENT OF STOCKHOLDERS EQUITY                              
|for the period
      July 13, 2005 (Inception) to July 31, 2009

|                                     |  |                       |   |   |                   |   |   |             |   |   | Deficit     |   |   |               |   |   |            |  
|------------------------------------ |  | --------------------- | - | - | ----------------- | - | - | ----------- | - | - | ----------- | - | - | ------------- | - | - | ---------- | -
|                                     |  |                       |   |   |                   |   |   |             |   |   | Accumulated |   |   |               |   |   |            |  
|                                     |  |                       |   |   |                   |   |   | Additional  |   |   | During the  |   |   | Obligation to |   |   |            |  
|                                     |  | Common
        Shares |   |   | Paid-in           |   |   | Exploration |   |   | Issue       |   |   |               |  
|                                     |  | Number                |   |   | Par
        Value |   |   | Capital     |   |   | Stage       |   |   | Shares        |   |   | Total      |  
|                                     |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|Balance, July 13, 2005               |  | -                     |   | $ | -                 |   | $ | -           |   | $ | -           |   | $ | -             |   | $ | -          |  
|Capital stock issued for cash:       |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- July 14, 2006 at $0.001 per share  |  | 3,000,000             |   |   | 3,000             |   |   | -           |   |   | -           |   |   | -             |   |   | 3,000      |  
|- July 14, 2006 at $0.0056 per share |  | 4,250,000             |   |   | 4,250             |   |   | 19,550      |   |   | -           |   |   | -             |   |   | 23,800     |  
|                                     |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|Net loss                             |  | -                     |   |   | -                 |   |   | -           |   |   | (8,446      | ) |   | -             |   |   | (8,446     | )
|Balance, July 31, 2006               |  | 7,250,000             |   |   | 7,250             |   |   | 19,950      |   |   | (8,446      | ) |   | -             |   |   | 18,354     |  
|Net loss                             |  | -                     |   |   | -                 |   |   | -           |   |   | (16,454     | ) |   | -             |   |   | (16,454    | )
|Balance, July 31, 2007               |  | 7,250,000             |   |   | 7,250             |   |   | 19,950      |   |   | (24,900     | ) |   | -             |   |   | 1,900      |  
|                                     |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- August 17, 2007 convertible        |  | -                     |   |   | -                 |   |   | 4,600       |   |   | -           |   |   |               |   |   | 4,600      |  
|promissory note                      |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- November 1, 2007 stock             |  | 21,750,000            |   |   | 21,750            |   |   | (21,750     | ) |   | -           |   |   |               |   |   | -          |  
|dividend (3:1)                       |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- November 30, 2007 repurchase       |  | (8 000,000            | ) |   | (8,000            | ) |   | 7,999       |   |   | -           |   |   | -             |   |   | (1         | )
|and cancellation of shares           |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- December 14, 2007 convertible      |  | -                     |   |   | -                 |   |   | 14,409      |   |   | -           |   |   | -             |   |   | 14,409     |  
|promissory note                      |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- January 18, 2008 issuance of       |  | 10,000,000            |   |   | 10,000            |   |   | 6,990,000   |   |   | -           |   |   |               |   |   | 7,000,000  |  
|shares in consideration of the       |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|purchase of mineral property         |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- Accretion expenses of long-term    |  | -                     |   |   | -                 |   |   | 115,416     |   |   | -           |   |   | -             |   |   | 115,416    |  
|debt                                 |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- January 23, 2008 private           |  | -                     |   |   | -                 |   |   | -           |   |   | -           |   |   | 20,000        |   |   | 20,000     |  
|placement at $0.50 per share         |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- March 17, 2008 convertible         |  | -                     |   |   | -                 |   |   | 25,000      |   |   | -           |   |   | -             |   |   | 25,000     |  
|promissory note                      |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- April 15, 2008 convertible         |  | -                     |   |   | -                 |   |   | 25,000      |   |   | -           |   |   | -             |   |   | 25,000     |  
|promissory note                      |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- May 21, 2008 convertible           |  | -                     |   |   | -                 |   |   | 25,000      |   |   | -           |   |   | -             |   |   | 25,000     |  
|promissory note                      |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|Net Loss                             |  | -                     |   |   | -                 |   |   | -           |   |   | (187,110    | ) |   | -             |   |   | (187,110   | )
|Balance, July 31, 2008               |  | 31,000,000            |   |   | 31,000            |   |   | 7,205,224   |   |   | (212,010    | ) |   | 20,000        |   |   | 7,044,214  |  
|                                     |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- August 14, 2008 convertible        |  | -                     |   |   | -                 |   |   | 85,000      |   |   | -           |   |   | -             |   |   | 85,000     |  
|promissory note                      |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- October 29, 2008 issuance of       |  | 40,000                |   |   | 40                |   |   | 19,960      |   |   | -           |   |   | (20,000       | ) |   | -          |  
|shares in consideration for private  |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|placement on January 23, 2008        |  |                       |   |   |                   |   |   |             |   |   |             |   |   |               |   |   |            |  
|- Cancellation of shares             |  | (10,000,000           | ) |   | (10,000           | ) |   | 10,000      |   |   | -           |   |   | -             |   |   | -          |  
|- Write off of mineral properties    |  | -                     |   |   | -                 |   |   | (7,288,824  | ) |   | -           |   |   | -             |   |   | (7,288,824 | )
|- Debt forgiven                      |  | -                     |   |   | -                 |   |   | 118,153     |   |   | -           |   |   | -             |   |   | 118,153    |  
|Net loss                             |  | -                     |   |   | -                 |   |   | -           |   |   | (163,490    | ) |   | -             |   |   | (163,490   | )
|Balance, July
        31, 2009       |  | 21,040,000            |   | $ | 21,040            |   | $ | 149,513     |   | $ | (375,500    | ) | $ | -             |   | $ | (204,947   | )

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

F-5

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        22


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

1. NATURE AND CONTINUANCE OF OPERATIONS

Nature of Business

The Company was incorporated in the State of Nevada on July 13,
2005. The Company is an exploration stage company. The Company is in the
business of acquiring, exploring and developing mineral properties.

Going Concern

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As of July 31, 2009, the
Company has not yet achieved profitable operations and has accumulated a deficit
of $375,500. Its ability to continue as a going concern is dependent upon the
ability of the Company to obtain the necessary financing to meet its obligations
and pay its liabilities arising from normal business operations when they come
due. The outcome of these matters cannot be predicted with any certainty at this
time and raise substantial doubt that the Company will be able to continue as a
going concern. These financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern. Management intends
to obtain additional funding by borrowing funds from its directors and officers
and/or a private placement of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles (GAAP) in the United
States of America and are presented in US dollars.

Exploration Stage Company

The Company is considered to be in the exploration stage.

Use of estimates

The preparation of financial statements in conformity with US
GAAP 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. The Company regularly
evaluates estimates and assumptions. The Company bases its estimates and
assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company may differ
materially and adversely from the Company's estimates. To the extent there are
material differences between the estimates and the actual results, future
results of operations will be affected. The most significant estimates with
regard to these financial statements relate to carrying value of mineral
properties, deferred income tax amounts and rates and timing of the reversal of
income tax differences.

F-6

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        23


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Contd

Financial Instruments

The fair value of the Company's financial instruments,
consisting of cash, accounts payable, promissory notes payable and amount due to
related parties, are estimated to be equal to their carrying value. It is
management's opinion that the Company is not exposed to significant interest,
currency and credit risks arising from these financial instruments.

Income Taxes

Deferred income taxes are provided for tax effects of temporary
differences between the tax basis of asset and liabilities and their reported
amounts in the financial statements. The Company uses the liability method to
account for income taxes, which requires deferred taxes to be recorded at the
statutory rate expected to being in effect when the taxes are paid. Valuation
allowances are provided for a deferred tax asset when it is more likely than not
that such asset will not be realized.

Management evaluates tax positions taken or expected to be
taken in a tax return. The evaluation of a tax position includes a determination
of whether a tax position should be recognized in the financial statements, and
such a position should only be recognized if the Company determines that it is
more likely than not that the tax position will be sustained upon examination by
the tax authorities, based upon the technical merits of the position. For those
tax positions that should be recognized, the measurement of a tax position is
determined as being the largest amount of benefit that is greater than fifty
percent likely of being realized upon ultimate settlement.

Foreign Currency Translations

Foreign denominated monetary assets and liabilities are
translated to their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Revenue and expenses are
translated at average rates of exchange during the period. Related translation
adjustments are reported as a separate component of stockholders' equity,
whereas gains or losses resulting from foreign currency transactions are
included in results of operations.

Loss Per Share

Basic loss per share is computed by dividing net loss available
to common shareholders by the weighted average number of outstanding common
shares during the period. Diluted loss per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive. Because
the Company does not have any potentially dilutive securities, diluted loss per
share is equal to basic loss per share.

F-7

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        24


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Contd

Mineral Property Costs

Mineral property acquisition costs are capitalized. Mineral
property exploration costs are expensed as incurred until such time as economic
reserves are quantified. Mineral properties are reviewed for impairment whenever
events and changes in circumstances indicate that the carrying amount may be
impaired. In performing the review for impairment, the Company estimates the
future cash flows expected to result from use of the asset or its eventual
disposition. If the fair value exceeds the carrying value an impairment loss is
recognized.

Stock Based Compensation

The Company accounts for stock based compensation arrangements
using a fair value method and records such expense on a straight-line basis over
the vesting period.

To date the Company has not adopted a stock option plan and has
not granted any stock options.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB)
issued SFAS No. 168, FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles, a replacement of SFAS No. 162
(Statement 168). Statement 168 establishes the FASB Accounting Standards
Codification as the source of authoritative accounting principles recognized by
the FASB to be applied in the preparation of financial statements in conformity
with generally accepted accounting principles. Statement 168 explicitly
recognizes rules and interpretive releases of the Securities and Exchange
Commission (SEC) under federal securities laws as authoritative GAAP for SEC
registrants. Statement 168 is effective for financial statements issued for
fiscal years and interim periods ending after September 15, 2009. The Company
will adopt Statement in the first quarter of fiscal year 2010.

Other pronouncements issued by the FASB or other authoritative
accounting standards groups with future effective dates are either not
applicable or are not expected to be significant to the financial statements of
the Company.

F-8

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        25


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

3. MINERAL PROPERTY

Fork Claim

On July 28, 2006, the Company acquired
a 100% undivided right, title and interest in and to the Fork Claim located in
the Province of British Columbia, Canada from an unrelated party. The
consideration for the acquisition was $7,500. Cumulative property costs of
$7,500 were charged to operations. During the year ended July 31, 2008, the
Company obtained a geological report that summarized the propertys exploration
results and concluded that further exploration is not warranted. As a result,
the Company abandoned the property.

Martin Lake Properties

On January 18, 2008, the Company
purchased 100% interest in eight mineral claims known as Martin Lake Properties
located in the Uranium City area of Northern Saskatchewan, Canada (Note 6).
Under the terms of the purchase agreement, the Company must make cash payment of
$290,000 CAD and issue 10,000,000 restricted shares of common shares as follows:

| | i)   | $9,889 ($10,000 CAD) initial payment upon closing
      (paid);                                                                                                                                                                      
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                      
| | ii)  | 10,000,000 shares of the Companys common stock upon
      closing (issued); and                                                                                                                                                     
| |      |                                                                                                                                                                                                                                      
| | iii) | $276,500 ($280,000 CAD) future payments comprised of an
      $11,850 ($12,000 CAD) payment ninety- two days after the date of closing
      and every ninety-two days after that date to a maximum of $276,500
      ($280,000 CAD).

On July 21, 2009 the Company entered
  into an agreement with the vendors of the mineral property, one who was the
  Company’s former President, to return the mineral property in return for
  the cancellation of 10,000,000 shares issued, with a fair value of $7,000,000
  at issuance, on the acquisition of the mineral property (Note 7). In addition,
  the outstanding long term debt of $118,153 due on the property acquisition was
  forgiven (Note 6). As part of this transaction the former President resigned.
  As this transaction was with a related party and resulted in a re-organisation
  of the Company and its capital structure, the resulting loss was recorded as
  a component of shareholders’ deficit.

F-9

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        26


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

4. PROMISSORY NOTES PAYABLE

Balance at July 31, 2007
    $
    -August 17, 2007 convertible promissory note issued (a)
    
    4,600December 14, 2007 convertible promissory
      note issued (b)
    
    14,409March 17, 2008 convertible promissory note issued (c)
    
    25,000April 15, 2008 convertible promissory note
      issued (d)
    
    25,000May 21, 2008
      convertible promissory note issued (e)
    
    25,000Balance at July 31, 2008
    
    94,009August 14, 2008
      convertible note issued (f)
    
    85,000179,009Translation gain
    
    (468
    )Balance at July 31, 2009
    $
    178,541


| | a) | On August 17, 2007, the Company issued a convertible
      promissory note with a principal amount of $4,600 to the Companys
      President. The note is unsecured, payable on demand and does not bear any
      interest. The note, or any part thereof, can be converted at the
      discretion of the lender, to one share of the Company for each $0.01
      outstanding in principal. At conversion, the maximum number of shares that
      will be issued is 460,000. The beneficial conversion feature at $460,000
      was limited to $4,600, being the face value of the note. The beneficial
      conversion feature was expensed as a finance charge.                       
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | b) | On December 14, 2007, the Company issued a convertible
      promissory note with a principal amount of $13,941 (CDN$ 15,000) to the
      Companys President. The note is unsecured, payable on demand and does not
      bear any interest. The note, or any part thereof, can be converted, at the
      discretion of the lender, to one share of the Company for each $0.01
      outstanding in principal. At conversion, the maximum number of shares that
      will be issued is 1,440,900. The beneficial conversion feature at
      $1,455,331 was limited to $14,409, being the face value of the note. The
      beneficial conversion feature was expensed as a finance charge.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | c) | On March 17, 2008, the Company issued a convertible
      promissory note with a principal amount of $25,000. The note is unsecured,
      payable on demand and does not bear any interest. The note, or any part
      thereof, can be converted, at the discretion of the lender, to one share
      of the Company for each $0.50 outstanding in principal. At conversion, the
      maximum number of shares that will be issued is 50,000. The beneficial
      conversion feature of $63,500 was limited to $25,000, being the face value
      of the note. The beneficial conversion feature was expensed as a financial
      charge.                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | d) | On April 15, 2008, the Company issued a convertible
      promissory note with a principal amount of $25,000. The note is unsecured,
      payable on demand and does not bear any interest. The note, or any part
      thereof, can be converted, at the discretion of the lender, to one share
      of the Company for each $0.50 outstanding in principal. At conversion, the
      maximum number of shares that will be issued is 50,000. The beneficial
      conversion feature of $70,000 was limited to $25,000, being the face value
      of the note. The beneficial conversion feature was expensed as a finance
      charge.                                                  

F-10

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        27


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

|4. PROMISSORY NOTES PAYABLE
      Contd
|-----------------------------------------
|                                         
|                                         
|                                         
|                                         
|                                         
|5. RELATED PARTY
      TRANSACTIONS      

The Company has a balance owing to the President of the Company
in the amount of $7,340 as at July 31, 2009 (July 31, 2008: $20). The amount is
non-interest bearing, unsecured, with no stated terms of repayment.

During the year ended July 31, 2009 the Company returned
mineral properties to its former President in return for the cancellation of
shares and the forgiveness of debt (Notes 3, 6 and 7).

The related party transactions are measured at the exchange
amount, which represent the amounts agreed to between the related parties.

6. LONG TERM DEBT

July 31
    
    
    July 312009
    
    
    2008Mineral property debt
    $
    -
    
    $
    146,900Less: current
      portion
    
    -
    
    
    (20,670
    )$
    -
    
    $
    126,230


On January 18, 2008, the Company purchased 100% interest in
eight mineral claims known as Martin Lake Properties located in the Uranium City
area of Northern Saskatchewan, Canada (Note 3). Under the terms of the
agreement, the Company was obligated to make future payments of $276,500
($280,000 CAD). The Company is required to make instalment payments of $11,850
($12,000 CAD) every ninety-two days after date of the closing of the agreement
(January 18, 2008) until the $276,500 ($280,000 CAD) is repaid. The balance was
secured by mineral properties and did not bear interest.

F-11

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        28


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

6. LONG TERM DEBT Contd

The $276,500 ($280,000 CAD) was discounted to a present value
of $161,084 ($163,123 CAD) at January 18, 2008 using a discount rate of 20%. The
difference of $115,416 between the face value of $276,500 and the present value
of $161,084 was deferred and was recorded as an interest expense over the term
of the debt. During the year ended July 31, 2009, non-cash interest expense of
$12,585 (July 31, 2008: $10,036) was recorded. On July 21, 2009 the outstanding
balance of the long term debt of $118,153 was forgiven (Note 3).

7. COMMON STOCK

The total number of common shares authorized that may be issued
  by the Company is 75,000,000 shares with a par value of $0.001 per share.

Effective November 9, 2007, the Company declared a three share
  for every one share stock dividend. As a result the Companys issued and
  outstanding share capital increased from 7,250,000 to 29,000,000 shares of common
  stock with a par value of $0.001.

Effective November 30, 2007, the Company acquired 8,000,000
common shares from a former officer of the Company for $1.00. These shares were
subsequently cancelled.

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.

On January 18, 2008, the Company issued 10,000,000 shares with
a fair value of $7,000,000; as part of the consideration of the purchase of the
Martin Lake Properties (Note 3).

On July 21, 2009, 10,000,000 shares were surrendered by the
former President of the Company (Notes 3 and 6). These shares were cancelled
before July 31, 2009.

At July 31, 2009 (July 31, 2008  nil), there were no
outstanding stock options or warrants.

F-12

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        29


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

8. INCOME TAXES

The provision for income taxes reported differs from the
amounts computed by applying aggregate income tax rates for the loss before tax
provision are as follows:

|                                                                   |   | 2009     |   |   | 2008     |  
|------------------------------------------------------------------ | - | -------- | - | - | -------- | -
|                                                                   |   |          |   |   |          |  
|Loss before income taxes                                           | $ | (163,490 | ) | $ | (187,110 | )
|Statutory tax rate                                                 |   | 35%      |   |   | 35%      |  
|                                                                   |   |          |   |   |          |  
|Expected recovery of income taxes computed at standard
      rates | $ | 57,221   |   | $ | 65,489   |  
|Non-deductible item                                                |   | (34,155  | ) |   | (36,416  | )
|Temporary difference                                               |   | -        |   |   | 255,109  |  
|Change in valuation allowance                                      |   | (23,066  | ) |   | (284,182 | )
|                                                                   |   |          |   |   |          |  
|Income tax provision                                               | $ | -        |   | $ | -        |  

The approximate tax effect of each type of temporary difference
that gives rise to the Companys deferred tax assets and liabilities are as
follows:

|                                                         |   | 2009     |   |   | 2008     |  
|-------------------------------------------------------- | - | -------- | - | - | -------- | -
|Components of deferred tax assets and
      liabilities: |   |          |   |   |          |  
|Non capital loss carry forwards                          | $ | 315,964  |   | $ | 292,898  |  
|Less: valuation allowance                                |   | (315,964 | ) |   | (292,898 | )
|                                                         |   |          |   |   |          |  
|Net deferred tax asset                                   | $ | -        |   | $ | -        |  

The Company has available net operating loss carry forwards of
approximately $902,000 (2008: $837,000) for tax purposes to offset future
taxable income, which expires beginning 2026. The potential deferred tax
benefits of these losses carried-forward have not been reflected in these
financial statements due to the uncertainty regarding their ultimate
realization.

The Company has not filed income tax returns since inception in
the United States and Canada. Both taxing authorities prescribe penalties for
failing to file certain tax returns and supplemental disclosures. Upon filing
there could be penalties and interest assessed. Such penalties vary by
jurisdiction and by assessing practices and authorities. As the Company has
incurred losses since inception there would be no known or anticipated exposure
to penalties for income tax liabilities. However, certain jurisdictions may
assess penalties for failing to file returns and other disclosures and for
failing to file other supplementary information associated with foreign
ownership, debt and equity positions. Inherent uncertainties arise over tax
positions taken with respect to transfer pricing, related party transactions,
tax credits, tax based incentives and stock based transactions. Management has
considered the likelihood and significance of possible penalties associated with
its current and intended filing positions and has determined, based on their
assessment, that such penalties, if any, would not be expected to be material.

F-13

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        30


---

|ENDEAVOR EXPLORATIONS INC.       
|---------------------------------
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|July 31, 2009                    

9. SUBSEQUENT EVENTS

On October 27, 2009, the Company entered into an Asset Purchase
  Agreement with Spidex Technologies (“Spidex”) to acquire the following
  intellectual property assets from Spidex: MDC GPS Trademark for mobile data
  technology, domain names, and proprietary code for sending GPS data to a server.
  The purchase price consists of a payment of $5,000 that has been received by
  Spidex and the issuance of 1,000,000 restricted shares of the Company at the
  deemed price of $0.10 per share. As an additional consideration for the purchase,
  the Company will retain Spidex to provide services to further develop and commercialize
  the purchased assets for $12,000 per month for a period of one year.

On October 8, 2009 the Company signed a convertible promissory
note for a principal amount of $28,500. The note is interest free, payable on
demand, and each $0.08 of principal can be converted into one common share of
the Company.

The Company evaluated subsequent events through the financial
statements filing date of November 2, 2009

F-14

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        31


---

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

There are no changes in and disagreements with Endeavors
accountants on accounting and financial disclosure. Endeavors Independent
Registered Public Accounting Firm from inception to the current date is Dale
Matheson Carr-Hilton Labonte LLP, Chartered Accountants, 1500 - 1140 West Pender
Street, Vancouver, British Columbia, V6E 4G1, Canada.

Item 9A. Controls and Procedures.

Disclosure Controls and
Procedures

In connection with the preparation of this annual report on
Form 10-K, an evaluation was carried out by Endeavors 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 Securities Exchange Act of 1934
(Exchange Act)) as of July 31, 2009. Disclosure controls and procedures
are designed to ensure that information required to be disclosed in reports
filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the SEC rules and forms and
that such information is accumulated and communicated to management, including
the Chief Executive Officer and the Chief Financial Officer, to allow timely
decisions regarding required disclosures.

Based on that evaluation, Endeavors management concluded, as
of the end of the period covered by this report, that Endeavors disclosure
controls and procedures were not effective in recording, processing,
summarizing, and reporting information required to be disclosed, within the time
periods specified in the SEC rules and forms and that such information was not
accumulated or communicated to management to allow timely decisions regarding
required disclosure, for the reasons listed below in managements report on
internal control over financial reporting.

Managements Report on Internal
  Controls over Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. Endeavors internal control over financial
reporting is a process designed under the supervision of Endeavors Chief
Executive Officer and Chief Financial Officer to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
Endeavors financial statements for external purposes in accordance with U.S.
generally accepted accounting principles. Internal control over financial
reporting includes those policies and procedures that:

- pertain to the maintenance of records that in reasonable detail accurately
  and fairly reflect the transactions and dispositions of Endeavors assets;
- provide reasonable assurance that transactions are recorded as necessary to
  permit preparation of the financial statements in accordance with generally
  accepted accounting principles, and that receipts and expenditures are being
  made only in accordance with authorizations of management and the Board of
  Directors; and
- provide reasonable assurance regarding prevention or timely detection of
  unauthorized acquisition, use, or disposition of Endeavors assets that could
  have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, 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 conducted an assessment of the effectiveness of the
Companys internal control over financial reporting as of May 31, 2009, based on
criteria established in Internal Control Integrated Frameworkissued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). As a result of this assessment, management identified material
weaknesses in internal control over financial reporting.

A material weakness is a control deficiency, or a combination
  of deficiencies, in internal control over financial reporting such that there
  is a reasonable possibility that a material misstatement of Endeavors
  annual or interim financial statements will not be prevented or detected on
  a timely basis.



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        32


---

The matters involving internal controls and procedures that
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit
committee and lack of a majority of outside directors on Endeavors board of
directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; (3) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (4) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by Endeavors Chief Financial Officer in connection with the audit of its
financial statements as of July 31, 2009 and these matters were communicated to
its management.

As a result of the material weaknesses in internal control over
financial reporting described above, management has concluded that, as of July
31, 2009, Endeavors internal control over financial reporting was not effective
based on the criteria in Internal Control  Integrated Frameworkissued
by COSO.

Management believes that the material weaknesses set forth
above did not have an affect on Endeavors financial results. Management also
believes that the lack of a functioning audit committee and lack of a majority
of outside directors on Endeavors board of directors caused and continues to
cause an ineffective oversight in the establishment and monitoring of the
required internal controls over financial reporting.

Endeavor is committed to improving its financial organization.
As part of this commitment and when funds are available, Endeavor will create a
position within Endeavors accounting and finance team to segregate duties
consistent with its control objectives and will increase its personnel resources
and technical accounting expertise within the accounting function by: i)
appointing one or more outside directors to its board of directors who will also
be appointed to the audit committee of Endeavor resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls over financial reporting; and ii)
preparing and implementing sufficient written policies and checklists that will
set forth procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside
directors, who will also be appointed to a fully functioning audit committee,
will remedy the lack of a functioning audit committee and a lack of a majority
of outside directors on Endeavors Board. In addition, management believes that
preparing and implementing sufficient written policies and checklists will
remedy the following material weaknesses: (i) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and
(ii) ineffective controls over period end financial close and reporting
processes. Further, management believes that the hiring of additional personnel
who have the technical expertise and knowledge will result proper segregation of
duties and provide more checks and balances within the department. Additional
personnel will also provide the cross training needed to support Endeavor if
personnel turn-over issues within the department occur. This coupled with the
appointment of additional outside directors will greatly decrease any control
and procedure issues Endeavor may encounter in the future.

Management will continue to monitor and evaluate the
effectiveness of Endeavors internal controls over financial reporting on an
ongoing basis and is committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.

Endeavors independent auditors have not issued an attestation
report regarding Endeavors internal control over financial reporting. As a
result, this annual report does not include such a report. Endeavor was not
required to have, nor has Endeavor, engaged its independent registered public
accounting firm to perform an audit of internal control over financial reporting
pursuant to the rules of the Securities and Exchange Commission that permit
Endeavor to provide only managements report in this annual report.

Changes in Internal Controls

There were no changes in Endeavors internal controls over
  financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during
  the year ended July 31, 2009, that materially affected, or are reasonably likely
  to materially affect, Endeavors internal control over financial reporting.



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        33


---

Item 9B. Other Information

During the fourth quarter of the fiscal year covered by this
Form 10-K, Endeavor reported all information that was required to be disclosed
in a report on Form 8-K.

PART III

Item 10. Directors, Executive Officers, and Corporate
Governance.

(a)          
Identify Directors and Executive Officers

Each director of Endeavor holds office until (i) the next
annual meeting of the stockholders, (ii) his successor has been elected and
qualified, or (iii) the director resigns.

Endeavors management team is listed below.

Officers
      Name
    Endeavor Explorations Inc.Belkis Jimenez Rivero
    Director,President, CEO, CFO,Treasurer, and Corporate Secretary


Belkis Jimenez Rivero Ms. Jimenez Rivero (40 years
old) has been a director and the CFO, treasurer, and corporate secretary of
Endeavor since July 2005 and the President and CEO of Endeavor since July 2009.
Ms. Jimenez Rivero has been the President of Belkis Fashions, a private boutique
fashion design, manufacturer and distribution company in Vancouver, British
Columbia since May 1999. Ms. Jimenez Rivero does not have any professional
training or technical credentials in the exploration, development and operation
of mines. Ms. Jimenez Rivero intends to devote approximately 20% of her business
time to the affairs of Endeavor.

(b)          
  Identify Significant Employees

Endeavor has no significant employees other than the directors
and officers of Endeavor.

(c)          
  Family Relationships

There are no family relationships among the directors,
executive officers or persons nominated or chosen by Endeavor to become
directors or executive officers.

|(d) | Involvement in Certain Legal Proceedings
|--- | ----------------------------------------
|    |                                         
|    | (1)                                     
|    |                                         
|    | (2)                                     
|    |                                         
|    | (3)                                     
|    |                                         
|    | (4)                                     



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        34


---

(e)          
Compliance with Section 16(a) of the Exchange Act.

All reports were filed with the SEC on a timely basis and
Endeavor is not aware of any failures to file a required report during the
period covered by this annual report, with the exception of a late filing of a
Form 4 by Walter Stunder and a late filing of a Form 4 by Belkis Jimenez Rivero.

(f)          
  Nomination Procedure for Directors

Endeavor does not have a standing nominating committee;
recommendations for candidates to stand for election as directors are made by
the board of directors. Endeavor has not adopted a policy that permits
shareholders to recommend candidates for election as directors or a process for
shareholders to send communications to the board of directors.

(g)          
  Audit Committee Financial Expert

Endeavor has no financial expert. Management believes the cost
related to retaining a financial expert at this time is prohibitive. Endeavors
Board of Directors has determined that it does not presently need an audit
committee financial expert on the Board of Directors to carry out the duties of
the Audit Committee. Endeavors Board of Directors has determined that the cost
of hiring a financial expert to act as a director of Endeavor and to be a member
of the Audit Committee or otherwise perform Audit Committee functions outweighs
the benefits of having a financial expert on the Audit Committee.

(h)          
  Identification of Audit Committee

Endeavor does not have a separately-designated standing audit
committee. Rather, Endeavors entire board of directors perform the required
functions of an audit committee. Currently, Belkis Jimenez Rivero is the only
member of Endeavors audit committee, but she does not meet Endeavors
independent requirements for an audit committee member. See Item 12. (c)
Director independence below for more information on independence.

Endeavors audit committee is responsible for: (1) selection
and oversight of Endeavors independent accountant; (2) establishing procedures
for the receipt, retention and treatment of complaints regarding accounting,
internal controls and auditing matters; (3) establishing procedures for the
confidential, anonymous submission by Endeavors employees of concerns regarding
accounting and auditing matters; (4) engaging outside advisors; and, (5) funding
for the outside auditor and any outside advisors engaged by the audit committee.

As of July 31, 2009, Endeavor did not have a written audit
committee charter or similar document.

(i)          
  Code of Ethics

Endeavor has adopted a financial 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 206-338-2649 to request a copy of Endeavors
  financial code of ethics. Management believes Endeavors financial 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.

Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        35


---

Item 11. Executive Compensation.

Endeavor has paid $nil compensation to its named executive
officers during its fiscal year ended July 31, 2009.

SUMMARY COMPENSATION TABLE

Non-Non-
    qualifiedName and
    
    
    
    
    
    Equity
    Deferred
    All otherprincipal position
    Year
    Salary
    Bonus
    Stock
    Option
    Incentive
    Compen-
    compen-
    TotalAwards
    Awards
    Plan
    sation
    sation(a)
    
    ($)
    ($)
    ($)
    ($)
    ($)
    Earnings
    ($)
    ($)($)(b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)Belkis Jimenez
    2007
    nil
    nil
    nil
    nil
    nil
    nil
    nil
    nilRivero
    2008
    nil
    nil
    nil
    nil
    nil
    nil
    nil
    nilPresident - CEO
    2009
    nil
    nil
    nil
    nil
    nil
    nil
    nil
    nilNov 2007 Jan 2008July 2009 - presentCFOJul 2005  presentWalter Stunder
    2007
    n/a
    n/a
    n/a
    n/a
    n/a
    n/a
    n/a
    n/aPresident - CEO
    2008
    nil
    nil
    nil
    nil
    nil
    nil
    nil
    nilJan 2008 - July
      2009
    2009
    nil
    nil
    nil
    nil
    nil
    nil
    nil
    nilRobin Forshaw
    2007
    nil
    nil
    nil
    nil
    nil
    nil
    nil
    nilCEO
    2008
    nil
    nil
    nil
    nil
    nil
    nil
    nil
    nilJul 2005  Nov
      2007
    2009
    n/a
    n/a
    n/a
    n/a
    n/a
    n/a
    n/a
    n/a


Since Endeavors inception, no stock options, stock
appreciation rights, or long-term incentive plans have been granted, exercised
or repriced.

Currently, there are no arrangements between Endeavor and any
of its directors whereby such directors are compensated for any services
provided as directors.

There are no employment agreements between Endeavor and any
named executive officer, and there are no employment agreements or other
compensating plans or arrangements with regard to any named executive officer
which provide for specific compensation in the event of resignation, retirement,
other termination of employment or from a change of control of Endeavor or from
a change in a named executive officers responsibilities following a change in
control.

Item 12. Security Ownership of Certain Beneficial Holders
and Management.

(a) **Security Ownership of Certain Beneficial Owners (more than 5%)**

(1) Title of Class
    (2) Name and Address of Beneficial
      Owner
    (3) Amount and Nature of
      Beneficial Owner[1]
    (4) Percent of Class[2]common stock
    Belkis Jimenez Rivero 601  980
      Cooperage Way Vancouver, British Columbia V6B 0C3 Canada
    4,000,000
    19.0%


|[1] | The listed beneficial owner has no right to acquire any
      shares within 60 days of the date of this Form 10-KSB from options,
      warrants, rights, conversion privileges or similar obligations excepted as
      otherwise noted.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                          
|[2] | Based on 21,040,000 shares of common stock issued and
      outstanding as of October 28, 2009.                                                                                                                                          



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        36


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(b)          
Security Ownership of Management

(1)Title of Class
      (2)Name and Address of BeneficialOwner
      (3)Amount and Nature ofBeneficial
      Owner
      (4)Percentof Class[1]common stock
    Belkis Jimenez Rivero601  980 Cooperage Way Vancouver, British Columbia V6B
      0C3 Canada
    4,000,000
    19.0%common stock
    Directors and Executive Officers
      (as a group)
    4,000,000
    19.0%


[1]Based on 21,040,000 shares of common stock
issued and outstanding as of October 28, 2009.

(c)          
Changes in Control

Management is not aware of any arrangement that may result in a
change in control of Endeavor.

Item 13. Certain Relationships and Related Transactions.

(a)         
  Transactions with Related Persons

Since the beginning of Endeavors last fiscal year, no
director, executive officer, security holder, or any immediate family of such
director, executive officer, or security holder has had any direct or indirect
material interest in any transaction or currently proposed transaction, which
Endeavor was or is to be a participant, that exceeded the lesser of (1) $120,000
or (2) one percent of the average of Endeavors total assets at year-end for the
last three completed fiscal years, except for the following:

1. Mineral Property
Purchase Agreement

On January 18, 2008, Endeavor entered into a mineral property
purchase agreement to acquire the Martin Lake Claims. Pursuant to the terms of
the mineral property purchase agreement, Endeavor issued Walter Stunder, its CEO
and President, 10 million restricted common shares and granted Mr. Stunder a 1⁄2%
net smelter return as part of the consideration paid for Endeavors 100%
interest in the Martin Lake Claims. See Exhibit 10.2  Mineral Property Purchase
Agreement for more details.

(b)          
Promoters and control persons

During the past five fiscal years, Robin Forshaw, Walter
Stunder, and Belkis Jimenez Rivero have been promoters of Endeavors business,
but none of these promoters have received anything of value from Endeavor nor is
any person entitled to receive anything of value from Endeavor for services
provided as a promoter of the business of Endeavor.

(c)          
Director independence

Endeavors board of directors currently consists of Belkis
Jimenez Rivero. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the
Securities Act, Endeavors board of directors has adopted the definition of
independent director as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In
summary, an independent director means a person other than an executive
officer or employee of Endeavor or any other individual having a relationship
which, in the opinion of Endeavors board of directors, would interfere with the
exercise of independent judgement in carrying out the responsibilities of a
director, and includes any director who accepted any compensation from Endeavor
in excess of $200,000 during any period of 12 consecutive months with the three
past fiscal years. Also, the ownership of Endeavors stock will not preclude a
director from being independent.

In applying this definition, Endeavors board of directors has
determined that Ms. Jimenez Rivero does not qualify as an independent director
pursuant to Rule 4200(a)(15) of the NASDAQ Manual.

As of the date of the report, Endeavor did not maintain a separately
  designated compensation or nominating committee. Endeavor has also adopted this
  definition for the independence of the members of its audit committee. Belkis
  Jimenez Rivero serve on Endeavors audit committee. Endeavors board
  of directors has determined that Ms. Jimenez Rivero is not independent
  for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit,
  compensation and nominating committee members, and is not independent
  for purposes of Section 10A(m)(3) of the Securities Exchange Act.



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        37


---

Item 14. Principal Accounting Fees and Services

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the principal accountant for Endeavors
audit of consolidated annual financial statements and for review of financial
statements included in Endeavors Form 10-QSBs or services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for those fiscal years was:

2009 - $19,500  Dale Matheson
Carr-Hilton Labonte LLP  Chartered Accountants 2008 - $19,000  Dale
Matheson Carr-Hilton Labonte LLP  Chartered Accountants

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of Endeavors
consolidated financial statements and are not reported in the preceding
paragraph:

2009 - $nil  Dale Matheson
Carr-Hilton Labonte LLP  Chartered Accountants 2008 - $nil  Dale Matheson
Carr-Hilton Labonte LLP  Chartered Accountants

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:

2009 - $1,500  Dale Matheson
Carr-Hilton Labonte LLP  Chartered Accountants 2008 - $1,500  Dale
Matheson Carr-Hilton Labonte LLP  Chartered Accountants

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years
for the products and services provided by the principal accountant, other than
the services reported in paragraphs (1), (2), and (3) was:

2009 - $nil  Dale Matheson
Carr-Hilton Labonte LLP  Chartered Accountants 2008 - $nil  Dale Matheson
Carr-Hilton Labonte LLP  Chartered Accountants

(6)The percentage of hours expended on the principal
accountants engagement to audit Endeavors consolidated financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountants full time, permanent employees was
nil %.

Item 15. Exhibits, Financial Statements Schedules.

(a)         
  Index to and Description of Exhibits.

All Exhibits required to be filed with the Form 10-K are
included in this annual 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
000-52598 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 



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        38


---

|Exhibit  | Description                                                                                                                                                                                                                                                               | Status  
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|         |                                                                                                                                                                                                                                                                           |         
|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   
|         |                                                                                                                                                                                                                                                                           |         
|10.3     | Letter of Intent
        dated September 29, 2009 between Spidex Technologies and Endeavor Explorations
        Inc., filed as an Exhibit to Endeavors Form 8-K (Current Report)
        on October 2, 2009, and incorporated herein by reference.                       | Filed   
|         |                                                                                                                                                                                                                                                                           |         
|10.4     | Asset
      Purchase Agreement dated October 27, 2009 between Endeavor Explorations
      Inc. and Spidex Technologies.                                                                                                                                                   | Included
|         |                                                                                                                                                                                                                                                                           |         
|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   
|         |                                                                                                                                                                                                                                                                           |         
|31.1     | Certifications
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         | Included
|         |                                                                                                                                                                                                                                                                           |         
|**31.2** | Certifications pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.                                                                                                                                                                                           | Included
|         |                                                                                                                                                                                                                                                                           |         
|32.1     | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002.                                                                                                                                   | Included
|         |                                                                                                                                                                                                                                                                           |         
|**32.2** | Certification pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.                                                                                                                                       | 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.            
| | --------------------------------------
| |                                       
| | /s/ Belkis Jimenez Rivero             
| | By: __________________________________
| | Name:    Belkis Jimenez
      Rivero  
| | Title:    
      Director and CEO     
| | Dated:   October 29, 2009             

Pursuant to the requirements of the Securities Exchange Act of
1934, the following persons on behalf of Endeavor Explorations Inc. and in the
capacities and on the dates indicated have signed this report below.

|Signature                 | Title                                        | Date            
|------------------------- | -------------------------------------------- | ----------------
|                          |                                              |                 
|                          |                                              |                 
|                          |                                              |                 
|                          | President, Chief Executive Officer,          |                 
|                          | Principal Executive Officer,                 | October 29, 2009
|/s/ Belkis Jimenez Rivero | Chief Financial Officer, Principal Financial |                 
|                          | Officer, Principal Accounting Officer,       |                 
|                          | Treasurer, and Corporate Secretary           |                 
|                          |                                              |                 
|                          | Member of the Board of Directors             |                 



Endeavor Explorations
        Inc.
      Form
        10-K - 2009
      Page
        39


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