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EX-31.1 - CERTIFICATION - MAVERICK MINERALS CORPexhibit31-1.htm
EX-32.1 - CERTIFICATION - MAVERICK MINERALS CORPexhibit32-1.htm
EX-10.4 - DEBT SETTLEMENT - MAVERICK MINERALS CORPexhibit10-14.htm

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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _________ to ________

Commission File No. 000-25515

MAVERICK MINERALS CORPORATION
(Exact name of registrant as specified in its charter)

Nevada 88-0410480
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

2501 Lansdowne Avenue, Saskatoon, Saskatchewan S7J 1H3
(Address of principal executive offices) (zip code)

306.343.5799
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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 preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]    No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).

Yes [   ]    No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [   ] Accelerated filer                   [   ]
Non-accelerated filer   [   ] Smaller reporting company [X]
(Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]    No [   ]


2

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after distribution of securities under a plan confirmed by a court. Yes [   ]    No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable
date: As of November 11, 2009, there were 101,267,208 shares of common stock, par value $0.001, outstanding.


- 3 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Consolidated Balance Sheets
Unaudited
(Expressed in U.S. Dollars)

    September 30     December 31  
    2009     2008  
             
             
Current Assets            
Cash $  19   $  -  
TOTAL ASSETS $  19   $  -  
             
             
Current Liabilities            
Accounts payable (Note 4) $  173,495   $  152,082  
Accrued liabilities   6,000     7,038  
Loans payable (Note 3)   581,269     631,514  
TOTAL CURRENT LIABILITIES   760,764     790,634  
Long Term Debt (Note 3)   -     447,500  
TOTAL LIABILITIES   760,764     1,238,134  
             
Capital Deficit            
Capital Stock            
Common Shares Authorized:            
     750,000,000 common shares at $0.001 par value            
Issued and fully paid 101,267,208 (2008 - 27,407,408) preferred shares            
          Par value   101,267     27,407  
Preferred Shares Authorized            
     100,000,000 preferred shares at $0.001 par value            
 Issued and fully paid Nil (2008 - Nil) preferred shares            
          Par value   -     -  
Additional paid-in capital   4,216,465     536,204  
Deficit, accumulated during the exploration stage   (5,079,350 )   (1,802,618 )
Accumulated other comprehensive income   873     873  
TOTAL CAPITAL DEFICIT   (760,745 )   (1,238,134 )
TOTAL LIABILITIES AND CAPITAL DEFICIT $  19   $  -  

The accompanying notes are an intergral part of these financial statements
F-1


MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
Unaudited
(Expressed in U.S. Dollars)

    Cumulative From                          
    Date of Inception                          
    (April 21, 2003)   Three Month Period Ended     Nine Month Period Ended  
    to September 30     September 30     September 30  
    2009     2009     2008     2009     2008  
                               
                               
General and administration expenses                              
Audit fees $  307,891   $ 8,127   $  6,000   $  44,744   $ 54,858  
Freight   7,600     -     -     -     -  
Insurance   186,297     -     -     -     -  
Accounting, legal, engineering & consulting                              
     investor relations   273,697     12,923     9,539     41,661     35,157  
Management fees and stock based compensation (Notes 4 and 6   934,339     65,821     22,500     110,821     67,500  
Office   60,001     1,195     565     2,419     1,125  
Repairs and maintenance   -     -     -              
Royalties   -     -     -              
Telephone and utilities   83,059     -     -     -     -  
Transfer agent fees   20,702     4,716     629     7,587     5,304  
Travel   203,761     6,605     6,039     14,017     10,512  
Wages and benefits   86,588     -     -     -     -  
Gain on disposal of assets   (795,231 )   -     -     -     -  
    (1,368,704 )   (99,387 )   (45,272 )   (221,249 )   (174,456 )
Other income (expenses)                              
Interest expense   (49,357 )   -     -     -     -  
Gain (loss) on settlement of loans payable (Note 5)   (3,116,900 )   87,200     -     (3,045,300 )   -  
Loss on foreign exchange   (7,061 )   (6,605 )   -     (10,183 )   -  
Gain on liabilities write-off   612,373     -     -     -     -  
    (2,560,945 )   80,595     -     (3,055,483 )   -  
Loss from continuing operations   (3,929,649 )   (18,792 )   (45,272 )   (3,276,732 )   (174,456 )
                               
Loss from discontinued operations   (1,149,701 )   -     -     -     -  
                               
Loss for the period   (5,079,350 )   (18,792 )   (45,272 )   (3,276,732 )   (174,456 )
Other Comprehensive Income                              
Foreign currency translation adjustments   873     -     -     -     -  
Comprehensive Loss $  (5,078,477 ) $  (18,792 ) $  (45,272 ) $  (3,276,732 ) $ (174,456 )
                               
Loss per share - basic and diluted         ($0.00 )   ($0.00 )   ($0.04 )   ($0.01 )
Weighted average shares outstanding         97,191,556     27,407,208     84,995,706     27,407,208  

The accompanying notes are an intergral part of these financial statements
F-2


MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Unaudited
(Expressed in U.S. Dollars)

    Cumulative From              
    Date of Inception              
    (April 21, 2003)   Nine month period ended  
    to September 30     September 30  
    2009     2009     2008  
                   
Operating Activities                  
Net income (loss) for the period $  (5,079,350 ) $  (3,276,732 ) $  (174,456 )
Adjustments to reconcile net loss for the period                  
 to cash flows used in operating activities                  
 Impairment of investment in oil and gas leases   419,959     -     -  
 Gain on disposal of assets   (933,995 )   -     -  
 Gain on liabilities write-off   (612,373 )   -     -  
 Stock based compensation   239,880     43,321        
 Depreciation   277,578     -     -  
 Shares issued for services   105,000     -     -  
 Loss on settlement of loan payable   3,116,900     3,045,300     -  
Changes in non-cash working capital items                  
 Accounts payable   1,633,185     21,413     11,148  
 Accrued liabilities   6,000     (1,038 )   (30,000 )
Cash used in operating activities   (827,216 )   (167,736 )   (193,308 )
                   
Investing Activities                  
Investment in oil and gas leases   (474,959 )   -     -  
Purchase of property and equipmen   (311,367 )   -     -  
Proceeds on disposal of property and equipment         -     -  
Cash used in investing activities   (786,326 )   -     -  
                   
Financing Activities                  
Proceeds from bank overdraft   669     -     -  
Shares issued for cash   53,850     -     600  
Proceeds from loans payable   1,558,169     167,755     192,654  
Cash provided by financing activities   1,612,688     167,755     193,254  
                   
Decrease in Cash during the period   (854 )   19     (54 )
Effect of cumulative currency translation   873     -     -  
Cash, beginning of the period   -     -     96  
Cash, end of the period $  19   $  19   $  42  
                   
                   
Supplemental Cash Flow information                  
Interest paid $  35,000   $  -   $  -  
Non-cash investing and financing activities:                  
 Impairment in oil and gas leases   419,959     -     -  
 Investment in oil and gas leases in exchange                  
     for notes payable to Veneto   1,400,000     -     -  
 Transfer of leases in settlement of notes payable   1,400,000     -     -  
 Assignment of accounts payable from transfer of leases   193,764     -     -  
 Settlement of loan payable   53,700     218,000     -  
 Forgiveness of related party balances payable   1,027,791     -     -  
 Forgiveness of loan payable   311,400     -     -  

The accompanying notes are an intergral part of these financial statements
F-3



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Statement of Changes in Capital Deficit
For the Period From date of inception on April 21, 2003 to September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

    Number of      Par Value     Additional     Share           Other     Total  
    Common     @$0.001     Paid-in     Subscription     Accumulated       Comprehensive       Capital  
    Shares     Per Share     Capital     Receivable     Deficit     Loss     Deficit  
Balance, April 21, 2003   100   $  -   $  -   $  -   $  -   $  -   $  -  
Adjustment for the issuance of                                          
 common stock on recapitalization   37,580,400     37,580     (37,580 )   -     -     -     -  
    37,580,500     37,580     (37,580 )   -     -     -     -  
Adjustment to capital deficit of the                                          
 Company at the recapitalization date   4,176,026     4,176     (949,065 )   -     -     -     (944,889 )
    41,756,526     41,756     (986,645 )   -     -     -     (944,889 )
Shares issued for management services (Note 6)   1,500,000     1,500     103,500     -     -     -     105,000  
Currency translation adjustment   -     -     -     -     -     873     873  
Net loss for the period   -     -     -     -     (626,985 )   -     (626,985 )
Balance, December 31, 2003   43,256,526     43,256     (883,145 )   -     (626,985 )   873     (1,466,001 )
Shares issued for cash (Note 6)   10,000,000     10,000     15,000     -     -     -     25,000  
Shares subscribed but unissued   -     27,500     -     -     -     -     27,500  
Forgiveness of related party balances payable (Note 5)   -     -     1,027,791     -     -     -     1,027,791  
Net income for the year   -     -     -     -     71,698     -     71,698  
Balance, December 31, 2004   53,256,526     80,756     159,646     -     (555,287 )   873     (314,012 )
Shares subscribed but unissued   -     (27,500 )   -     -     -     -     (27,500 )
Shares issued for cash (Note 6)   27,500,000     27,500     -     -     -     -     27,500  
Cancellation of shares (Note 6)   (54,379,318 )   (54,379 )   54,379     -     -     -     -  
Compensation expense on share cancellation (Note 6)   -     -     44,720     -     -     -     44,720  
Shares issued for loan payable settlement (Note 6)   895,000     895     124,405     -     -     -     125,300  
Shares issued for cash (Note 6)   75,000     75     675     -     -     -     750  
Stock based compensation (Note 7)   -     -     140,438     -     -     -     140,438  
Net loss for the year   -     -     -     -     (1,036,098 )   -     (1,036,098 )
Balance, December 31, 2005   27,347,208     27,347     524,263     -     (1,591,385 )   873     (1,038,902 )
Shares issued for cash (Note 6)   60,000     60     540     (600 )   -     -     -  
Stock based compensation (Note 7)   -     -     11,401     -     -     -     11,401  
Net loss for the year   -     -     -     -     (128,774 )   -     (128,774 )
Balance, December 31, 2006   27,407,208     27,407     536,204     (600 )   (1,720,159 )   873     (1,156,275 )
Net loss for the period   -     -     -     -     (192,410 )   -     (192,410 )
Balance, December 31, 2007   27,407,208     27,407     536,204     (600 )   (1,912,569 )   873     (1,348,685 )
Share subscriptions paid (Note 5)   -     -     -     600     -     -     600  
Net loss for the period   -     -     -     -     109,951     -     109,951  
Balance, December 31, 2008   27,407,208     27,407     536,204     -     (1,802,618 )   873     (1,238,134 )
Cancellation of shares (Note 5)   (20,000,000 )   (20,000 )   20,000     -     -     -     -  
Shares issued for loan payable settlement (Note 5)   93,860,000     93,860     3,616,940     -     -     -     3,710,800  
Stock based compensation (Note 6)   -     -     43,321     -     -     -     43,321  
Net loss for the period   -     -     -     -     (3,276,732 )   -     (3,276,732 )
Balance, September 30, 2009   101,267,208   $ 101,267   $  4,216,465   $  -   $  (5,079,350 ) $  873   $  (760,745 )

The accompanying notes are an integral part of these financial statements
F-4



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

Note 1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

Maverick Minerals Corporation (“the Company”) was incorporated on August 27, 1998 under the Company Act of the State of Nevada, U.S.A. to pursue opportunities in the business of franchising fast food distributor systems. On May 23, 2001, the Company changed its direction to the energy and mineral resource fields, as an exploration stage company, and still is an exploration stage company.

On April 21, 2003 the Company closed a transaction, as set out in the Purchase Agreement (the “Agreement) with UCO Energy Corporation (“UCO”) to purchase the outstanding equity of UCO. To facilitate the transaction, the Company consolidated its share capital at a ratio of one for five. Subsequent to the share consolidation, the Company issued 37,580,400 common shares in exchange for all the issued and outstanding common shares of UCO. As a result of the transaction, the former shareholders of UCO held approximately 90% of the issued and outstanding common shares of the Company. The acquisition of UCO was recorded as a reverse acquisition for accounting purposes as a recapitalization of UCO. A net distribution of $944,889 was recoded in connection with the common stock of the Company for the acquisition of UCO in respect of the Company’s net liabilities at the acquisition date. The Company had minimal assets and had liabilities owing to suppliers as well as amounts owing under agreements with third parties as well as related parties and as there were no other business interests, the Company was acting as a public shell company. The financial statements are now presented as a continuation of UCO. UCO was in the business of pursuing opportunities in the coal mining industry. The Company has since disposed of its mining and oil and gas interests and is seeking new projects in these industries.

These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As at September 30, 2009, the Company has negative working capital of $760,745 (December 31, 2008 - $790,634), and has an accumulated deficit of $5,079,350 at September 30, 2009. The continuation of the Company is dependent upon obtaining a successful new exploration project, the continuing support of creditors and stockholders as well as achieving and maintaining a profitable level of operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that it requires approximately $1,290,000 over the twelve months ending September 30, 2010 to continue operations. The majority of this anticipated requirement will be funded by the $1,000,000 revolving loan the Company obtained during the three month period ended March 31, 2009 which bears interest at an annual rate of 8%. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $760,764. To the extent that cash needs are not achieved from operating cash flow and existing cash on hand, the Company plans to raise necessary cash through equity issuances and/or debt financing. Amounts raised will be used to continue the development of the Company's explorations activities, and for other working capital purposes.

Management cannot provide any assurances that the Company will be successful in any of its plans. Although there are no assurances that management's plans will be realized, management believes that the Company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

F-5



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

Note 2. INTERIM FINANCIAL STATEMENTS

 

The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

     
 

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2008. The Company follows the same accounting policies in the preparation of interim reports.

     
 

Results of the operations for the interim periods are not indicative of future results.

     
  (a)

New Accounting Pronouncements

     
 

In December 2007, the FASB revised the authoritative guidance for “Business Combinations”. The standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. The adoption of this standard did not have a material impact on our consolidated financial statements.

     
 

In December 2007, the FASB issued guidance on “Noncontrolling Interests in Consolidated Financial Statements”. The standard requires all entities to report noncontrolling (minority) interests as equity in consolidated financial statements. This guidance eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. The adoption of this standard did not have a material impact on our consolidated financial statements.

     
 

In March 2008, the FASB issued guidance for the Statement of Financial Accounting Standards (“SFAS”), “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of guidance on accounting for Derivative Instruments and Hedging Activities under FASB, which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under this guidance and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. The adoption of this standard did not have a material impact on our consolidated financial statements.

     
 

In May 2008, FASB issued guidance on The Hierarchy of Generally Accepted Accounting Principles” (“SFAS”). SFAS guidance identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles. SFAS guidance becomes effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments AU Section 411 “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect that the adoption of this guidance of SFAS will have a material impact on its consolidated financial statements.

F-6



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

Note 2. INTERIM FINANCIAL STATEMENTS - continued

  (a)

New Accounting Pronouncements - continued

     
 

In April 2009, the FASB issued guidance on Interim Disclosures about Fair Value of Financial Instruments, which requires public companies to disclose the fair value of financial instruments with the scope of FASB guidance for Disclosures about Fair Value of Financial Instruments in interim financial statements. This position will be effective for interim periods ending after June 15, 2009. Since this guidance requires only additional disclosures of fair values of financial instruments in interim financial statements, the Company does not expect that the adoption of this FASB guidance will have a material impact on its consolidated financial statements.

     
 

In April 2009, the FASB issued guidance on Recognition and Presentation of Other-Than- Temporary Impairments. The FSP amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities. The FSP is effective for interim and annual periods ending after June 15, 2009, which is October 1, 2009 for the Company. The FSP is not anticipated to have a material impact on the Company's consolidated financial statements.

     
 

In April 2009, the FASB issued guidance for Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" The FSP provides additional guidance for estimating fair value when the market activity for an asset or liability has declined significantly. The FSP is effective for interim and annual periods ending after June 15, 2009, which is October 1, 2009 for the Company. The FSP is not anticipated to have a material impact on the Company's consolidated financial statements.

     
 

In June 2009, the FASB issued the FASB Accounting Standards Codification (“Codification”) establishing the sole source of authoritative U.S. generally accepted accounting principles (“GAAP”). Pursuant to the provisions of the Codification, the Company has updated references to GAAP in its financial statements for the period ended September 30, 2009. The adoption of the Codification did not impact the Company’s financial position or results of operations.

Note 3. LOANS PAYABLE

The Company has the following loans payable. These amounts are unsecured, bear no interest, with no specific terms of repayment.

      September 30,     December 31,  
      2009     2008  
  Art Brokerage – Current (Note 5) $  561,269   $  611,514  
  Mr. Alonzo B. Leavell   20,000     20,000  
      581,269     631,514  
  Art Brokerage – Long Term   -     447,500  
    $  581,269   $  1,079,014  

A portion of the Art Brokerage loan was classified as long-term debt as at December 31, 2008 in accordance with FAS 6, Classification of Short-Term Obligations Expected to be Refinanced, since the Company had entered into the Debt Settlement Agreement (Note 5) on February 13, 2009, with Senergy Partners LLC (“Senergy”), before the December 31, 2008 financial statements were issued.

F-7



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

Note 4. RELATED PARTY TRANSACTIONS

On June 5, 2005, the Company entered into a management agreement with its chief executive officer (“CEO”). The agreement was for a term of two years with an annual fee of $90,000 and expired on May 31, 2007. A new management agreement has not been signed and it has been assumed that the previous management agreement is still in effect until a new agreement has been entered into.

Management fees of $67,500 were charged to expense in these financial statements for the nine month period ended September 30, 2009 (2008 - $67,500) There are management fees payable of $86,586 at September 30, 2009 (2008 - $71,053) that have been included in accounts payable.

Note 5. SHARE CAPITAL

As explained in Note 1, on April 21, 2003 the Company issued 37,580,400 common shares in exchange for all the issued and outstanding common shares of UCO.

In July 2003, the Company issued 1,500,000 common shares to the Company’s CEO in exchange for management services. The transaction was recorded at the quoted market price of $0.07 per common share and resulted in compensation expense of $105,000. No consideration was received by the Company in the exchange of shares for management services.

In June 2004, the Company issued 10,000,000 common shares at a price of $0.025 for proceeds of $25,000.

In January 2005, the Company issued 27,500,000 common shares at a price of $0.001 for proceeds of $27,500.

In June 2005, the Company cancelled 54,379,318 common shares, under an agreement with certain stockholders, which included the former stockholders of UCO, and two other stockholders including the CEO of the Company. The former stockholders of UCO surrendered the majority of the shares which was approximately 95% of the total common shares that they held at the time. As a result of the share cancellation, one single common stockholder emerged as the majority stockholder with approximately 76% of the total issued and outstanding common shares. In addition, the CEO’s percentage common share holding increased and resulted in compensation expense of $44,720.

In July 2005, the Company issued 895,000 common shares at a price of $0.06 to settle an amount owing with respect to a loan payable. The transaction was recorded at the quoted market price of $0.14 and resulted in a loss on settlement of loan payable of $71,600.

In September 2005, the Company issued 75,000 common shares at a price of $0.01 for cash proceeds of $750 in relation to the exercise of stock options.

In April 2006, the Company issued 60,000 common shares at a price of $0.01 for $600 in relation to the exercise of stock options.

In 2008 there were no share capital transactions.

During the period ended September 30, 2009 the following transactions occurred:

  (i)

On February 2, 2009 a major shareholder returned to treasury 20,000,000 common shares of the Company. The return to treasury preceded an agreement with the Company’s main creditor and an affiliate of that creditor for the conversion of outstanding debt to equity, ongoing operating funding and a project acquisition facility

F-8


MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

Note 5. SHARE CAPITAL - continued

  (ii)

The Company entered into a loan agreement with Senergy on February 13, 2009, pursuant to which the Company established an unsecured revolving loan of up to $1,000,000 (the “Credit Facility”). The outstanding principal amount of the Credit Facility together with all the accrued and unpaid interest and all other amounts outstanding there under are due and payable in full on December 31, 2012, the maturity date. Outstanding principal under the Credit Facility bears interest at an annual rate of 8%.

     
  (iii)

In connection with the Company entering into the Credit Facility and Debt Settlement Agreement with Senergy, the Company entered into an Assignment and Assumption Agreement with Senergy and Art Brokerage, Inc. (“ABI”) dated February 13, 2009, pursuant to which ABI assigned to Senergy all of its right, title and interest to a debt (the “Assigned Debt”) of $447,500 owed by the Company to ABI.

     
  (iv)

On February 13, 2009, the Company entered into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy in consideration of Senergy entering into the Credit Facility. Pursuant to the terms of the Debt Settlement Agreement, the company agreed to issue to Senergy 89,500,000 shares of the Company common stock in settlement of a $447,500 debt owed to Senergy.

As a result of these transactions, Senergy acquired 89,500,000 shares or 92.3% of the Company’s issued and outstanding common stock. The Company issued 89,500,000 common shares to settle an amount owing with respect to a loan payable. The transaction was recorded at the quoted market price of $0.04 and resulted in a loss on settlement of loan payable of $3,132,500.

On August 11, 2009 the Company's articles of incorporation were amended and restated to increase the number of authorized shares of its common stock from 100,000,000 to 750,000,000. In addition the Company's articles of incorporation were amended and restated to authorize 100,000,000 shares of preferred stock with a par value of $0.001, which may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by the Company's board of directors.

On September 24, 2009, the Company issued a further 4,360,000 shares to settle $218,000 owed to Art Brokerage (Note 3). The transaction was recorded at the quoted at the market price of $0.03 and resulted in a gain on settlement of $87,200.

Note 6. STOCK OPTION PLAN

Stock options

The stock option plan of the Company provides for the granting of up to 3,000,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the stock option plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Board of Directors.

On June 1, 2009, the Company’s board of directors adopted the 2009 Stock Option Plan. The purpose of the 2009 stock option plan is to retain the services of valued key employees and consultants of the Company. Under the plan, the plan administrator is authorized to grant stock options to acquire up to a total of up to 75,000,000 shares of common stock.

F-9



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)

Note 6. STOCK OPTION PLAN - continued

Weighted average assumptions used in calculating compensation expense in respect of options granted using the Black-Scholes option pricing model were as follows:

    2009  
Risk-free interest rate   2.42%  
Dividend yield   Nil  
Expected volatility factor of the expected market      
Price of the company’s common shares   317%  
Weighted average expected life of the options   3.36 yrs  

There were no stock options granted or outstanding during 2008. During the nine-month period ended September 30, 2009, there were 1,150,000 options granted to directors and 300,000 options granted to consultants. All options granted were fully vested at the date of issuance which resulted in a stock-based compensation expense of $43,321 being charged to operations during the period ended September 30, 2009.

Note 7. SUBSEQUENT EVENTS

Subsequent to September 30, 2009,

(a) The Company paid a refundable deposit of $200,000 in connection with a negotiation of a potential acquisition opportunity in South Texas. There is no assurance that the proposed transaction will occur as planned or at all. The Company will continue to evaluate joint venture opportunities and oil and gas development and production prospects in South Texas with the goal of acquiring rights to develop deep zone natural gas.

(b) The Company was advanced $284,250 in anticipation of costs associated with the potential acquisition opportunity in South Texas referred to in point (a) above. The amount was advanced by Art Brokerage, Inc. with no specific terms of repayment and is expected to be short term. Of this amount, $200,000 was used to pay the refundable deposit discussed in point (a) above. There have been repayments totaling $45,000 to date.

F-10


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

  • risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
  • results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with our expectations;
  • mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production;
  • the potential for delays in exploration or development activities or the completion of feasibility studies;
  • risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
  • risks related to commodity price fluctuations;
  • the uncertainty of profitability based upon our history of losses;
  • risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
  • risks related to environmental regulation and liability;
  • risks that the amounts reserved or allocated for environmental compliance, reclamation, post- closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
  • risks related to tax assessments;
  • political and regulatory risks associated with mining development and exploration; and
  • other risks and uncertainties related to our prospects, properties and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.


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As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Maverick” mean Maverick Minerals Corporation and our subsidiary, Eskota Energy Corporation, unless otherwise indicated.

Recent Corporate Developments

Since the commencement of our fiscal quarter ended September 30, 2009, we experienced the following significant corporate developments:

  1.

On June 1, 2009, our board of directors adopted our 2009 Stock Option Plan. The purpose of our 2009 stock option plan is to retain the services of valued key employees and consultants of our company. Under the plan, the plan administrator is authorized to grant stock options to acquire up to a total of up to 75,000,000 shares of our common stock. On July 31, 2009 we filed a consent solicitation on Schedule 14A to seek stockholder approval of our 2009 Stock Option Plan. On August 3, 2009 we received majority stockholder consent approving our 2009 stock option plan.

     
  2.

Effective July 7, 2009 Maverick’s common stock was quoted for trading on the FINRA Over-the- Counter Bulletin Board under the symbol “MVRM”.

     
  3.

On July 31, 2009 we filed a consent solicitation on Schedule 14A to seek stockholder approval of the following matters: approval of a 10-for-1 reverse split of shares of our outstanding common stock; approval of amendment and restatement of our articles of incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 750,000,000; approval of amendment and restatement of our articles of incorporation to authorize 100,000,000 shares of preferred stock with a par value of $0.001, which may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by our board of directors; approval of amendment and restatement of our articles of incorporation to add a clause opting out of the acquisition of controlling interest provisions of the Nevada Revised Statutes; approval of amendment and restatement of our articles of incorporation to add a clause opting out of the combinations with interested stockholders provisions of the Nevada Revised Statutes; approval of amendment and restatement of our articles of incorporation to add a limitation of liabilities of director or officer clause; approval of amendment and restatement of our articles of incorporation to add an indemnification of director or officer clause; approval of amendment and restatement of our articles of incorporation to add a purpose clause; approval of amendment and restatement of our articles of incorporation to update certain outdated provisions and remove certain redundant provisions; and approval of our 2009 Stock Option Plan. We received majority stockholder consent approving all of the above noted matters on August 3, 2009. We intend to effect the 10 for 1 reverse split on or before January 1, 2010.

     
  4.

On September 24, 2009 we entered into a Debt Settlement and Subscription Agreement with The Art Brokerage Inc. pursuant to which we issued Art Brokerage 4,360,000 restricted shares of the Company’s common stock at a deemed value of $0.05 per share in settlement of outstanding debt owed to Art Brokerage in the amount of $218,000. The shares were issued to Art Brokerage in reliance on the exemptions from registration provided by Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.

     
  5.

Subsequent to our quarter ended September 30, 2009 we paid a refundable deposit of $200,000 in connection with our negotiation of a potential acquisition opportunity in South Texas. There is no assurance that the proposed transaction will occur as planned or at all. We continue to evaluate joint venture opportunities and oil and gas development and production prospects in South Texas with the goal of acquiring rights to develop deep zone natural gas.

Our Current Business

We are an exploration stage company. We plan to continue to evaluate joint venture opportunities and oil and gas development and production prospects in Texas and Saskatchewan. Our development work in Texas had been focused exclusively on optimizing existing non-producing wells on our previously owned 6,000 acre oil and gas lease in Nolan and Fisher counties outside of Sweetwater, Texas. While we no longer own this lease we have


- 6 -

through our efforts found a significant store of original core and drilling information unavailable for review since the 1970’s at the time of the original drilling. These records, including logs and zone maps, are now in our possession.

We are in discussion with an experienced local geologist with the intention of re-modeling and analyzing the lease with the benefit of this new data. We believe a reasonable joint venture opportunity exists on this lease with the provision of advanced analysis using our proprietary data. While previous workings by our company were exclusively on pre-existing wells, new modeling may identify one or several drill sites identified as “proven, non-developed” by an independent geologist working for our company in 2005. That work resulted in an SX-10 reserve report we previously disclosed. New modeling may also enhance recovery prospects “up pipe” in previously discovered but non-produced zones which could benefit from modern completion techniques.

We expect to continue our evaluation of joint venture production and development opportunities in Texas. Our company has engaged an independent geologist in Wichita Falls, Texas and has evaluated two prospects to date. One in Throckmorton County and one in Wilbarger County. Our company has acquired a good working knowledge of land value and recovery techniques over the past three years working in Texas and has developed working relationships we believe will be valuable in identifying appropriate ventures for our company going forward.

Increased expansion of the oil and gas sector in Saskatchewan, Canada may lead to joint venture opportunities in this region. The management of our company has been based in Saskatchewan in the recent past and has existing relationships with individuals and companies financing and producing oil in this jurisdiction. We contemplate evaluating joint venture opportunities in Saskatchewan in the next 12 months. As an exploration stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a prospective property through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

General

The following is a discussion and analysis of our plan of operation for the three and nine month period ended September 30, 2009, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our consolidated unaudited financial statements and the notes thereto included elsewhere in this quarterly report. Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

Plan of Operation

For the next twelve months we plan to continue to evaluate joint venture opportunities and oil and gas development and production prospects in Texas and Saskatchewan. Our development work in Texas had been focused exclusively on optimizing existing non-producing wells on our previously owned 6,000 acre oil and gas lease in Nolan and Fisher counties outside of Sweetwater, Texas (the “Nolan Lease”).

While we no longer own the Nolan lease, we have through our efforts found a significant store of original core and drilling information unavailable for review since the 1970’s at the time of the original drilling. These records including logs and zone maps are now in the Company’s possession.

We are in discussion with an experienced local geologist with the intention of re-modeling and analyzing the Nolan Lease with the benefit of this new data. We believe a reasonable joint venture opportunity exists on this lease with the provision of advanced analysis using our proprietary data. While previous workings by the Company were exclusively on pre-existing wells, new modeling may identify one or several drill sites identified as “proven, non-developed” by an independent geologist working for the Company in 2005. That work resulted in an SX-10 reserve report. Previously drilled wells on the property have averaged 200,000 accumulated barrels of oil production over the life of the wells. New modeling may also enhance recovery prospects “up pipe” in previously discovered but non-produced zones which could benefit from modern completion techniques.


- 7 -

The Company is evaluating new ventures in South Texas with the goal of acquiring rights to develop deep zone natural gas. The south coast of Texas has historically produced large volumes of natural gas from depths below 10,000 feet. A prospective productive deep zone in the area is known as the “Meek Sand” found in the Wilcox section. We have been working with a certified petroleum geologist with extensive experience in the area analyzing prospective prospects for this type of exploration. In addition, we have consulted with independent consulting geologists to review data we have received on target leases. At the time of this report no decisions have been made on selecting a specific project and no agreements have been entered into however the Company remains actively involved in this endeavor.

Increased expansion of the oil and gas sector in Saskatchewan, Canada may lead to joint venture opportunities in this region. The management of the Company has been based in Saskatchewan in the recent past and has existing relationships with individuals and companies financing and producing oil in this jurisdiction. We expect to evaluate a number of joint venture opportunities in Saskatchewan in the next twelve months.

Our estimated expenses over the next twelve months are as follows:

Cash Requirements during the Next Twelve Months

    ($)  
General, Administrative and Corporate Expenses   150,000  
Consulting and Due Diligence, Texas and Saskatchewan   60,000  
Professional Fees   80,000  
Joint Venture Programs   1,000,000  
Total $  1,290,000  

To date we have funded our operations primarily with loans from shareholders. In addition to funding our general, administrative and corporate expenses we are obligated to address certain current liabilities. We will need to raise additional funds to meet these current liabilities. To raise these funds we may be required to increase shareholder loans, incur new borrowings or issue new equity which may be dilutive to existing shareholders. We currently have no agreement in place to raise funds for current liabilities and no guarantee can be given that we will be able to raise funds for this purpose on terms acceptable to our company. Failure to raise funds for general, administrative and corporate expenses and current liabilities could result in a severe curtailment of our operations.

Any advance in the oil and gas development strategy set-out herein will require additional funds. These funds may be raised through equity financing, debt financing or other sources which may result in further dilution of the shareholders percentage ownership in the Company. See “Future Financing”, below.

On November 21, 2008, Pride of Aspen LLC executed a Deed of Release pursuant to which Pride of Aspen LLC has released the Company from any obligation to repay the sum of $311,400 (including all interest and other charges) owed to Pride of Aspen LLC.

On February 13, 2009, we entered into a loan agreement with Senergy Partners LLC (“Senergy”), a private Nevada limited liability corporation, pursuant to which the Company received a revolving loan of up to US$1,000,000 (the “Credit Facility”). The outstanding principal amount of the Credit Facility together with all accrued and unpaid interest and all other amounts outstanding thereunder are due and payable in full on December 31, 2012, the maturity date. Outstanding principal under the Credit Facility bears interest at an annual rate of 8%. As a condition of the Credit Facility, the Company agreed to use funds received under the Credit Facility solely for the purpose of funding ongoing general and administrative expenses, consulting and due diligence expenses, or professional fees and joint venture programs.

In consideration of Senergy entering into the Credit Facility, the Company agreed to enter into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy dated as of February 13, 2009. Pursuant to the terms of the Debt Settlement Agreement, the Company agreed to issue to Senergy 89,500,000 shares of its common stock at a deemed price of US$0.005 per share in settlement of a US$447,500 debt owed to Senergy.


- 8 -

In connection with our entry into the Credit Facility and Debt Settlement Agreement with Senergy, the Company entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with Senergy and Art Brokerage, Inc. (“ABI”) pursuant to which ABI assigned to Senergy all its right, title and interest to a debt (the “Assigned Debt”) of US$447,500 owed by the Company to ABI. Maverick executed the Assignment Agreement solely to consent to and acknowledge the assignment of the Assigned Debt as contemplated by the agreement.

On September 24, 2009, the Company issued 4,360,000 shares to settle $218,000 owed to Art Brokerage. The debt settlement resulted in a gain on settlement of $87,200.

RESULTS OF OPERATIONS

Three and Nine Month Summary                        
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2009     2008     2009     2008  
Revenue $  -   $  -   $  -   $  -  
Expenses   99,387     45,272     221,249     174,456  
Interest expense   -     -     -     -  
Net Loss $  18,792   $  45,272   $  3,276,732   $  174,456  

Revenue

We had no operating revenues for the three month periods ended September 30, 2009 and 2008 and for the nine month periods ended September 30, 2009 and 2008. We anticipate that we will not generate any revenues until we generate additional financing to support our planned operations and locate a prospective property through which we can pursue our plan of operation.

Operating Costs and Expenses

The major components of our expenses for the quarter are outlined in the table below:

    Three Months Ended     Nine Months Ended  
    September 30     September 30  
    2009     2008     2009     2008  
Management Fees and stock                        
   based compensation $ 65,821   $ 22,500   $ 110,821   $ 67,500  
Professional Fees   21,050     15,539     86,405     90,015  
Transfer Agent Fees   4,716     629     7,587     5,304  
Travel   6,605     6,039     14,017     10,512  
Office   1,195     565     2,419     1,125  
                 Total Expenses $ 99,387   $ 45,272   $ 221,249   $ 174,456  

General and Administrative

The $54,115 and $46,793 increase in our general and administrative expenses for the three and nine month periods ended September 30, 2009 as compared to the same period in fiscal 2008 was primarily due to an increase in Management Fees and stock based compensation associated with the 2009 stock option plan.

Liquidity and Capital Resources

Working Capital            
    September 30,     December 31, 2008  
    2009        
Current Assets $  19   $  -  
Current Liabilities   760,764     790,634  
Working Capital Deficiency $  (760,745 ) $  (790,634 )


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Cash Flows            
    Nine Months Ended     Nine Months Ended  
    September 30, 2009     September 30, 2008  
Cash used in Operating Activities $  (167,736 ) $  (193,308 )
Cash used by Investing Activities   -     -  
Cash provided by Financing Activities   167,755     193,254  
Net Increase (Decrease) in Cash $  19   $  (54 )

The Company’s activity has increased over the period from 2008 to 2009 leading to a corresponding increase in cash expenditures. Funding for operating and investing activities was provided by non-interest bearing advances from a lender.

We had a cash balance of $19 and negative working capital of $760,745 as of September 30, 2009 compared to a bank balance of $Nil and negative working capital of $790,634 as of December 31, 2008. We anticipate that we will incur approximately $1,290,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our full business plan.

Discontinued Operations

In March 2006, management determined to not proceed further with the Eskota Leases and entered into negotiations with Veneto to relieve the Company of their obligation under the note payable to Veneto. As a result, revenues, cost of goods sold, and gains and losses associated with the property have been reflected as income (loss) from discontinued operations on the accompanying financial statements.

In July, 2006, Veneto and Eskota entered into a Mutual Release agreement releasing Eskota of its note payable in the amount of $1,400,000, and in return Eskota assigned and transferred back to Veneto all its right, title and interest in the unitized lease, as well as the rights to the Knox Lease. In addition, Veneto assumed responsibility of all payables owing in relation to the properties, and any future obligations related to the properties. As a result, Eskota recorded a net gain of $138,764 on the assumption of payables by Veneto, and was reflected as income from discontinued operations in previous years’ financial statements.

Loans Payable

The Company has the following loans payable. These amounts are unsecured, bear no interest, with no specific terms of repayment.

    September 30,     December 31,  
    2009     2008  
Art Brokerage $  561,269   $  1,059,014 (1)
Mr. Alonzo B. Leavell   20,000     20,000  
                                                               TOTAL $  581,269   $  1,079,014  

(1)

The Company entered into an Assignment and Assumption Agreement with Senergy and Art Brokerage, Inc. (“ABI”) pursuant to which ABI assigned to Senergy all its right, title and interest to a debt of US$447,500 owed by the Company to ABI.

Going Concern

The audited financial statements accompanying our annual report on Form 10-K for the year ended December 31, 2008 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of November 11, 2009, we had a


- 10 -

cash balance of $38,271 and we estimate that we will require approximately $1,290,000 to fund our business operations over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on the December 31, 2008 and 2007 consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

As of November 11, 2009, we had a cash balance of $38,271 and we estimate that we will require approximately $1,290,000 to fund our business operations over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date. We anticipate continuing to rely on equity sales of our common shares or shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Risks And Uncertainties

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had a cash balance of $19 and negative working capital of $760,745 as of September 30, 2009. We do not have sufficient funds to continue to evaluate joint venture opportunities and oil and gas development and production prospects in West Texas, North West Texas and Saskatchewan, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to continue


- 11 -

to evaluate joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan. Obtaining additional financing is subject to a number of factors, including market prices for minerals and oil and gas, investor acceptance of any property we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.

We currently do not generate revenues, and as a result, we face a high risk of business failure.

We do not hold an interest in any business or revenue generating property. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral and oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the evaluation of joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

We incurred net losses of $3,276,732 and $174,456 for the nine month periods ended September 30, 2009 and 2008, respectively. At September 30, 2009, we had an accumulated deficit of $5,079,350 and negative working capital of $760,745.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our consolidated financial statements for the year ended December 31, 2008. Although our consolidated financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable to continue our business

Due to the speculative nature of the exploration of mineral and oil and gas properties, there is substantial risk that our business will fail.

The business of mineral and oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves. Any expenditures by our company in connection with the evaluation of joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan may not provide or contain commercial quantities of reserves.

Even if we discover commercial reserves, we may not be able to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a property that has proven commercial reserves of minerals or oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves.

The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty,


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the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas, which may be acquired or discovered, will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

The marketability of natural resources will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Oil and gas operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state, and local laws and regulations, which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages, which we may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

Exploratory drilling involves many risks and we may become liable for pollution or other liabilities, which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or


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adequate machinery, equipment or labour, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitability.

If we are unable to hire and retain key personnel, we may not be able to implement our plan of operation and our business may fail.

Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of mineral and oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired. At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.

Because our executive officers do not have formal training specific to mineral and oil and gas exploration, there is a higher risk our business will fail.

While Robert Kinloch, our director and executive officer, has experience managing a mineral exploration company, he does not have formal training as a geologist. Accordingly, our management may not fully appreciate many of the specific requirements related to working within the mining and oil and gas industry. Our management decisions may not take into account standard engineering or managerial approaches commonly used by such companies. Consequently, our operations, earnings, and ultimate financial success could be negatively affected due to our management’s lack of experience in the industry.

Our executive officers have other business interests, and as a result, they may not be willing or able to devote a sufficient amount of time to our business operations, thereby limiting the success of our company.

Robert Kinloch presently spends approximately 60% of his business time on business management services for our company. At present, Mr. Kinloch spends a reasonable amount of time in pursuit of our company’s interests. Due to the time commitments from Mr. Kinloch’s other business interests, however, Mr. Kinloch may not be able to provide sufficient time to the management of our business in the future and our business may be periodically interrupted or delayed as a result of Mr. Kinloch’s other business interests.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.


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Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) lack of a sufficient number of independent directors for our board and audit committee. We currently have no independent director on our board, which is comprised of one director. As a publicly-traded company, we strive to have a majority of our board of directors be independent; (ii) inadequate


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segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2009, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.

It should be noted that while our management believes our disclosure controls and procedures provide a reasonable level of assurance, they do not expect that our disclosure controls and procedures or internal controls will prevent all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of internal control is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There were no changes in our internal control over financial reporting during the three month period ended September 30, 2009 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the fiscal quarter ended September 30, 2009, we completed the following sales of our equity securities that were not registered:

On September 24, 2009 we entered into a Debt Settlement and Subscription Agreement with The Art Brokerage Inc. pursuant to which we issued Art Brokerage 4,360,000 restricted shares of the Company’s common stock at a deemed value of $0.05 per share in settlement of outstanding debt owed to Art Brokerage in the amount of $218,000. The shares were issued to Art Brokerage in reliance on the exemptions from registration provided by Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On or about August 3, 2009, we mailed a consent solicitation statement to our stockholders as of the record date (the close of business on June 19, 2009). The consent solicitation statement solicited the consent of our stockholders to the following proposals:

  1.

Approval of a 10-for-1 reverse split of shares of our outstanding common stock;

     
  2.

Approval of amendment and restatement of our articles of incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 750,000,000;

     
  3.

Approval of amendment and restatement of our articles of incorporation to authorize 100,000,000 shares of preferred stock with a par value of $0.001, which may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by our board of directors;

     
  4.

Approval of amendment and restatement of our articles of incorporation to add a clause opting out of the acquisition of controlling interest provisions of the Nevada Revised Statutes;

     
  5.

Approval of amendment and restatement of our articles of incorporation to add a clause opting out of the combinations with interested stockholders provisions of the Nevada Revised Statutes;

     
  6.

Approval of amendment and restatement of our articles of incorporation to add a limitation of liabilities of director or officer clause;

     
  7.

Approval of amendment and restatement of our articles of incorporation to add an indemnification of director or officer clause;

     
  8.

Approval of amendment and restatement of our articles of incorporation to add a purpose clause;

     
  9.

Approval of amendment and restatement of our articles of incorporation to update certain outdated provisions and remove certain redundant provisions; and

     
  10.

Approval of our 2009 Stock Option Plan.



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On August 3, 2009, we received majority stockholder consent approving all of the above noted matters. Subsequently, we filed our amended and restated articles of incorporation with the Secretary of State of Nevada and the amendment and restatement of our articles of incorporation became effective on August 11, 2009. We intend to effect the 10-for-1 reverse split on or before January 1, 2010. For more information regarding the consent solicitation statement, please see the definitive consent solicitation statement on Schedule 14A filed with the Securities and Exchange Commission on July 31, 2009.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

Exhibit  
Number Description
3.1

Amended and Restated Articles (incorporated by reference from our Form 10-Q Quarterly report, filed on August 14, 2009)

3.2

Bylaws (incorporated by reference from our Form 10SB Registration Statement, filed on August 8, 1999)

3.3

Amended Bylaws (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 24, 2008)

4.1

Specimen Stock Certificate (incorporated by reference from our Form 10-SB Registration Statement, filed on August 8, 1999)

10.1

Non-Qualified Stock Option Plan (incorporated by reference from our Form S-8 Registration Statement, filed on September 12, 2002)

10.2

Mutual Release Agreement between Eskota Energy Corporation and Veneto Exploration, LLC and Assignment of Oil and Gas Leases dated July 6, 2006

10.3

Purchase Agreement between Maverick Minerals Corporation, UCO Energy Corporation and the shareholders of UCO Energy, dated April 21, 2003 (incorporated by reference from our Annual Report on Form 10-KSB filed on May 19, 2004)

10.4

Loan Agreement and Civil Action Covenant between Art Brokerage Inc., Eskota Energy Corporation and Maverick Minerals Corporation

10.5

Loan Agreement between Alonzo B. Leavell and Maverick Minerals Corporation dated July 20, 2005

10.6

Loan Agreement between Alonzo B. Leavell and Maverick Minerals Corporation dated April 27, 2005

10.7

Management Agreement dated as at March 5, 2003 between Maverick Minerals Corp. and Robert Kinloch

10.8

Management Agreement dated as at June 1, 2005 between Maverick Minerals Corp. and Robert Kinloch

10.9

Deed of Release dated November 31, 2008 with Pride of Aspen LLC (incorporated by reference from our Current Report on Form 8-K filed on December 3, 2008)

10.10

Assignment and Assumption Agreement dated February 10, 2009 among Art Brokerage, Inc., Senergy Partners LLC and Maverick Minerals Corp. (incorporated by reference from our Current Report on Form 8-K filed on February 20, 2009)

10.11

Loan Agreement dated as of February 13, 2009 between Maverick Minerals Corp. and Senergy Partners LLC (incorporated by reference from our Annual Report on Form 10-K filed on April 13, 2009)

10.12

Debt Settlement and Subscription Agreement dated as of February 13, 2009 between Maverick Minerals Corp. and Senergy Partners LLC (incorporated by reference from our Current Report on Form 8-K filed on February 20, 2009)

10.13

2009 Stock Option Plan (incorporated by reference from our Form 10-Q Quarterly report, filed on August 14, 2009)

10.14*

Debt Settlement and Subscription Agreement dated as of September 24, 2009 between Maverick Minerals Corp. and The Art Brokerage Inc.

14.1

Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 24, 2008)



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31.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

* Filed herewith.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAVERICK MINERALS CORPORATION

By /s/ Robert Kinloch  
  Robert Kinloch  
  President, Chief Executive Officer and Chief Financial Officer  
  (Principal Executive Officer, Principal Accounting Officer  
  and Principal Financial Officer)  
     
Date: November 13, 2009