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EXCEL - IDEA: XBRL DOCUMENT - MAVERICK MINERALS CORPFinancial_Report.xls
EX-31.1 - EXHIBIT 31.1 - MAVERICK MINERALS CORPexhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - MAVERICK MINERALS CORPexhibit32-1.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 March 31, 2014

[ ] 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.)

Suite 700 – 220 Bay Street, Toronto, Ontario M5J 2W4
(Address of principal executive offices) (zip code)

647-728-4134
(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 [X] 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 [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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


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 [X] 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 May 15, 2014, there were 16,141,674 shares of common stock, par value $0.001, outstanding.

ii


TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 1
ITEM 1. FINANCIAL STATEMENTS. 1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 8
ITEM 4. CONTROLS AND PROCEDURES. 8
PART II - OTHER INFORMATION 9
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 1A. RISK FACTORS. 9
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 9
ITEM 4. MINE SAFETY DISCLOSURES 9
ITEM 5. OTHER INFORMATION 9
SIGNATURES 12

iii


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

1


Condensed Consolidated Interim Financial Statements

Maverick Minerals Corporation
(An Exploration Stage Company)

March 31, 2014

(Expressed in United States dollars)



Maverick Minerals Corporation
(An Exploration Stage Company)
Condensed Consolidated Interim Balance Sheets
(Unaudited)

    (Expressed in United States Dollars)  
             
    March 31,     December 31  
    2014     2013  
             
             
Current Asset            
         Cash $  32   $  4,243  
         Accounts receivable   4,000     -  
    4,032     4,243  
             
Mineral property (Note 3)   28,000     28,000  
TOTAL ASSETS $  32,032   $  32,243  
             
             
Current Liabilities            
         Accounts payable and accrued liabilities (Note 7) $  326,080   $  297,054  
         Convertible debt (Notes 5 and 6)   140,704     137,966  
         Loans payable (Note 4)   51,661     52,907  
    518,445     487,927  
Loans payable (Note 4)   70,000     70,000  
TOTAL LIABILITIES   588,445     557,927  
             
Capital Deficit            
         Capital Stock (Note 7)            
                Authorized:
                       750,000,000 common shares at $0.001 par value 
                       Issued and fully paid 16,141,674 (December 31, 2013 - 16,141,674) common shares 
                       Par value
 


16,142
   


16,142
 
                       100,000,000 preferred shares at $0.001 par value 
                       Issued and fully paid Nil (2012 - Nil) preferred shares
                       Par value
 

-
   

-
 
         Additional paid-in capital   14,349,191     14,349,191  
         Deficit, accumulated during the exploration stage   (14,922,619 )   (14,891,890 )
         Accumulated other comprehensive income   873     873  
TOTALSTOCKHOLDERS' EQUITY (CAPITAL DEFICIT)   (556,413 )   (525,684 )
TOTAL LIABILITIES AND CAPITAL DEFICIT $  32,032   $  32,243  

The accompanying notes are an integral part of these financial statements



Maverick Minerals Corporation
(An Exploration Stage Company)
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss
(Unaudited)

    (Expressed in United States Dollars)  
                   
                Cumulative From  
                Date of Inception  
                (April 21, 2003)
    Three months ended March 31,     to March 31,  
    2014     2013     2014  
General and administration expenses                  
         Audit fees   40,247     53,475     704,686  
         Freight   -     -     7,600  
         Insurance   -     -     186,297  
         Accounting, legal, engineering & consulting, investor relations   5,223     4,959     603,421  
         Management fees and stock-based compensation (Note 6)   -     45,000     3,249,839  
         Office   76     755     81,403  
         Rent   -     1,670     3,942  
         Telephone and utilities   -     -     83,059  
         Transfer agent and filing fees   707     3,373     66,849  
         Travel   -     -     316,787  
         Wages and benefits   -     -     86,588  
         Writedown on oil and gas leases   -     -     3,748,664  
         Gain on disposal of assets   -     -     (795,231 )
Loss from operations   (46,253 )   (109,232 )   (8,343,904 )
                   
Other income (expenses)                  
         Other income (Note 6)   12,000     25,000     61,000  
         Interest expense (Note 6)   (3,491 )   (5,185 )   (458,015 )
         Gain (loss) on settlement of loans payable (Note 4)   -     17,500     (3,378,090 )
         Financing expense   -     -     (2,269,106 )
         Change in fair value of derivative financial instrument   -     -     1,974  
         Gain (Loss) on foreign exchange   3,042     (1,916 )   (8,982 )
         Gain on write-off of payables   3,973     -     622,204  
    15,524     35,399     (5,429,015 )
Net loss from continuing operations   (30,729 )   (73,833 )   (13,772,919 )
                   
Loss from discontinued operations   -     -     (1,149,700 )
Net loss for the period   (30,729 )   (73,833 )   (14,922,619 )
Other Comprehensive Income                  
         Foreign currency translation adjustments   -     -     873  
Total Comprehensive Loss $  (30,729 ) $  (73,833 ) $  (14,921,746 )
                   
Loss per share - basic and diluted   ($0.00 )   ($0.00 )      
                   
Weighted average shares outstanding - basic and diluted   16,141,674     16,041,674        

The accompanying notes are an integral part of these financial statements



Maverick Minerals Corporation
(An Exploration Stage Company)
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)

          (Expressed in United States Dollars)  
                   
                Cumulative From  
                Date of Inception  
                (April 21, 2003)
    Three months ended March 31,     to March 31,  
    2014     2013     2014  
Operating Activities                  
   Loss for the period $  (30,729 ) $  (73,833 ) $  (14,922,619 )
   Adjustments to reconcile Loss for the year
       to cash flows used in operating activities
           
       Impairment of investment in oil and gas leases   -     -     4,168,623  
       Gain on disposal of assets   -     -     (933,995 )
       Gain on liabilities write-off   (3,973 )   -     (622,204 )
       Stock-based compensation   -     -     1,925,380  
       Depreciation   -     -     277,578  
       Shares issued for services   -     -     105,000  
       Interest accrued on convertible debt   2,738     5,185     42,558  
       Unrealized foreign exchange   (1,246 )   -     (1,027 )
       (Gain)/Loss on settlement of loan payable   -     (17,500 )   3,378,090  
       Financing expense   -     -     2,269,106  
       Change in fair value of derivative financial instrument   -     -     (1,974 )
   Changes in non-cash working capital items                  
       Accounts receivable   (4,000 )   (25,000 )   (4,000 )
       Advances to related party   -     -     -  
       Accrued interest   -     -     352,554  
       Accounts payable   32,999     102,950     1,901,852  
Cash used in operating activities   (4,211 )   (8,198 )   (2,065,078 )
                   
Investing Activities                  
   Investment in oil and gas leases   -     -     (2,428,296 )
   Proceeds from the sale of working interests   -     -     650,000  
   Prepaids and deposits on oil and gas leases   -     -     (2,000,565 )
   Proceeds from sale of property and equipment   -     -     57,738  
   Purchase of property and equipment   -     -     (311,367 )
   Refund on oil and gas leases   -     -     75,000  
Cash used in investing activities   -     -     (3,957,490 )
                   
Financing Activities                  
   Proceeds on shares to be issued   -     -     303,850  
   Debt settlement   -     -     35,625  
   Repayments of loans payable   -     (7,500 )   33,380  
   Proceeds from loans payable   -     -     5,648,872  
Cash (used in)/provided by financing activities   -     (7,500 )   6,021,727  
                   
(Decrease)/Increase in cash during the period   (4,211 )   (15,698 )   (841 )
Effect of cumulative currency translation   -     -     873  
Cash, beginning of the period   4,243     17,553     -  
Cash, end of the period $  32   $  1,855   $  32  

The accompanying notes are an integral part of these financial statements



Maverick Minerals Corporation
(An Exploration Stage Company)
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)

          (Expressed in United States Dollars)  
                   
          Cumulative From  
          Date of Inception  
                (April 21, 2003 )
    Three months ended March 31,     to March 31,  
    2014     2013     2014  
                   
Supplemental Cash Flow information:                  
   Interest paid $  -   $  -   $  35,000  
   Income taxes paid   -     -     -  
   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   -     -     1,455,000  
             Shares issued for acquisition of mineral property interest   -     -     28,000  
       Transfer of leases in settlement of notes payable   -     -     1,455,000  
       Assignment of accounts payable from transfer of leases   -     -     193,764  
       Settlement of loan payable   -     -     1,481,469  
       Forgiveness of related party balances payable   -     -     1,027,791  
       Forgiveness of loan payable   -     -     311,400  
       Shares issued for property services   -     -     210,000  
       Exchange of accounts payable for convertible debt   -     -     100,000  
       Shares issued for data purchase   -     -     367,500  
       Shares issued on conversion of debt   -     -     818,451  
       Financing fee contributed by a principal stockholder   -     -     1,790,000  
       Shares issued for settlement of loans payable   -     -     3,744,091  

The accompanying notes are an integral part of these financial statements


Maverick Minerals Corporation
(An Exploration Stage Company)
Condensed Consolidated Statement of Changes in Stockholders' Equity (Capital Deficit)
For the Period from Date of Inception on April 21, 2003 to March 31, 2014
(Unaudited)

                                  (Expressed in United States Dollars)  
                                           
                                           
    Number of      Par Value            Shares to be Issued           Accumulated Other        
    Common
Shares
    @$0.001
Per Share
    Additional Paid-in Capital     (Subscriptions Receivable)     Accumulated
Deficit
    Comprehensive
Loss
    Total Capital
 Deficit
 

Balance, April 21, 2003

  10   $  -   $  -   $  -   $  -   $  -   $ -  

Adjustment for the issuance of common stock on recapitalization

3,758,040 3,758 (3,758 ) - - - -

 

  3,758,050     3,758     (3,758 )   -     -     -     -  

Adjustment to capital deficit of the Company at the recapitalization date

417,603 418 (945,307 ) - - - (944,889 )

 

  4,175,653     4,176     (949,065 )   -     -     -     (944,889 )

Shares issued for management services (Note 7)

  150,000     150     104,850     -     -     -     105,000  

Currency translation adjustment

  -           -     -     -     873     873  

Net loss for the period

  -           -     -     (626,985 )   -     (626,985 )

Balance, December 31, 2003

  4,325,653     4,326     (844,215 )   -     (626,985 )   873     (1,466,001 )

Shares issued for cash (Note 7)

  1,000,000     1,000     24,000     -     -     -     25,000  

Shares subscribed but unissued

  -     27,500     -     -     -     -     27,500  

Forgiveness of related party balances payable

  -     -     1,027,791     -     -     -     1,027,791  

Net income for the year

  -     -     -     -     71,698     -     71,698  

Balance, December 31, 2004

  5,325,653     32,826     207,576     -     (555,287 )   873     (314,012 )

Shares subscribed but unissued

  -     -27,500     -     -     -     -     (27,500 )

Shares issued for cash (Note 7)

  2,750,000     2,750     24,750     -     -     -     27,500  

Cancellation of shares (Note 7)

  (5,437,932 )   -5,438     5,438     -     -     -     -  

Compensation expense on share cancellation (Note 7)

  -           44,720     -     -     -     44,720  

Shares issued for loan payable settlement (Note 7)

  89,500     90     125,210     -     -     -     125,300  

Shares issued for cash (Note 7)

  7,500     7     743     -     -     -     750  

Stock based compensation

  -           140,438     -     -     -     140,438  

Net loss for the year

  -           -     -     (1,036,098 )   -     (1,036,098 )

Balance, December 31, 2005

  2,734,721   $  2,735   $  548,875   $  -   $  (1,591,385 ) $  873   $ (1,038,902 )

Shares issued for cash (Note 7)

  6,000     6     594     (600 )   -     -     -  

Stock based compensation

  -           11,401     -     -     -     11,401  



Net loss for the year

  -           -     -     (128,774 )   -     (128,774 )

Balance, December 31, 2006

  2,740,721     2,741     560,870     (600 )   (1,720,159 )   873     (1,156,275 )

Net loss for the year

  -           -     -     (192,410 )   -     (192,410 )

Balance, December 31, 2007

  2,740,721     2,741     560,870     (600 )   (1,912,569 )   873     (1,348,685 )

Share subscriptions paid (Note 7)

  -           -     600     -     -     600  

Net income for the year

  -           -     -     109,951     -     109,951  

Balance, December 31, 2008

  2,740,721     2,741     560,870     -     (1,802,618 )   873     (1,238,134 )

Cancellation of shares (Note 7)

  (2,000,000 )   -2,000     2,000     -     -     -     -  

Shares issued for loan payable settlement (Note 7)

  8,950,000     8,950     3,571,050     -     -     -     3,580,000  

Shares issued for loan payable settlement (Note 7)

  436,000     436     217,564     -     -     -     218,000  

Shares issued for consulting services (Note 7)

  350,000     350     209,650     -     -     -     210,000  

Stock based compensation

  -           43,321     -     -     -     43,321  

Net loss for the year

  -           -     -     (3,433,469 )   -     (3,433,469 )

Balance, December 31, 2009

  10,476,721     10,477     4,604,455     -     (5,236,087 )   873     (620,282 )

Shares issued upon conversion of debt (Note 7)

  49,925     50     37,363     -     -     -     37,413  

Shares issued for loan payable settlement (Note 7)

  725,971     726     1,015,633     -     -     -     1,016,359  

Shares issued for data purchase (Note 7)

  350,000     350     367,150     -     -     -     367,500  

Stock based compensation

  -           1,592,250     -     -     -     1,592,250  

Shares to be issued (Note 7)

  -           -     250,000     -     -     250,000  

Net loss for the year

  -           -     -     (5,300,187 )   -     (5,300,187 )

Balance, December 31, 2010

  11,602,617   $  11,603   $  7,616,851   $  250,000   $  (10,536,274 ) $  873   $  (2,656,947 )

Shares issued for cash (Note 7)

  500,000     500     249,500     (250,000 )   -     -     -  

Shares issued for loan payable settlement (Note 7)

  50,000     50     50,450     -     -     -     50,500  

Stock based compensation

  -           93,250     -     -     -     93,250  

Net loss for period

  -           -     -     (1,509,589 )   -     (1,509,589 )

Balance, December 31, 2011

  12,152,617     12,153     8,010,051     -     (12,045,863 )   873     (4,022,786 )

Shares issued for acquisition of mineral property interest (Note 3)

  100,000     100     24,900     -     -     -     25,000  

Shares issued for settlment of loans payable (Note 7)

  750,000     750     3,743,341     -     -     -     3,744,091  

Financing fee contributed

  -           1,790,000     -     -     -     1,790,000  

Shares issued upon conversion of debt (Note 7)

  3,039,057     3,039     777,999     -     -     -     781,038  

Net loss for period

  -           -     -     (2,697,662 )   -     (2,697,662 )

Balance, December 31, 2012

  16,041,674     16,042     14,346,291     -     (14,743,525 )   873     (380,319 )

Shares issued for acquisition of mineral property interest (Note 3)

  100,000     100     2,900     -     -     -     3,000  

Net loss for period

  -     -     -     -     (148,365 )   -     (148,365 )

Balance, December 31, 2013

  16,141,674   $  16,142   $  14,349,191   $  -   $  (14,891,890 ) $  873   $  (525,684 )

Net loss for period

  -     -     -     -     (30,729 )   -     (30,729 )

Balance, March 31, 2014

  16,141,674   $  16,142   $  14,349,191   $  -   $  (14,922,619 ) $  873   $  (556,413 )

The accompanying notes are an integral part of these financial statements



Maverick Minerals Corporation
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2014
(Unaudited)
(Expressed in United States Dollars)

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. The Company is in the business of holding and developing mineral and resource properties. The Company is an exploration stage company that has not yet generated or realized any revenues from its business operations.

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 3,758,040 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 recorded 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 coal mining interests and has since engaged in the acquisition, exploration, and development of prospective oil and gas properties and mineral resource properties.

These accompanying unaudited condensed consolidated interim 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 March 31, 2014, the Company has negative working capital of $514,413 and has an accumulated deficit of $14,922,619. The continuation of the Company is dependent upon obtaining a successful 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 $120,000 to cover general and administrative expenses over the twelve months ending March 31, 2015 to continue operations. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $518,445. The Company plans to raise necessary cash through equity issuances and/or debt financing. Amounts raised will be used to pursue 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. These 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.



Maverick Minerals Corporation
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2014
(Unaudited)
(Expressed in United States Dollars)

Note 2 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by management, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the annual financial statements in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, 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 herein. These condensed consolidated interim financial statements should be read in conjunction with the audited financial statements included in its annual report on Form 10-K for the year ended December 31, 2013. The Company follows the same accounting policies in the preparation of interim reports.

Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.

Note 3 MINERAL PROPERTY

      2014     2013  
  Jarvis Island Property Acquisition costs, common shares $ 28,000 $ 28,000
  Mineral property interests $  28,000   $  28,000  

Jarvis Island Property, Ontario, Canada

The Company entered into an Option and Joint Venture Exploration Agreement dated June 8, 2012, and amended on February 21, 2014, with the majority shareholder of the Company, Energold Minerals Inc. (“Energold”), a Canadian company, under which the Company may earn up to an undivided 51% interest in the Jarvis Island Property, comprising a group of mining claims situated in the Thunder Bay District of Ontario, Canada (the “Property”) and thereafter establish a joint venture with Energold for the joint exploration, development and production of minerals from the Property.

To exercise the first option and earn a 30% undivided interest in the Jarvis Property, we must: (i) issue to Energold 100,000 shares on or before June 29, 2012 (issued); (ii) issue to Energold an additional 100,000 shares on or before September 15, 2013 (issued); and (iii) incur a total of $200,000 in exploration expenditures on the Jarvis Property on or before September 15, 2016.

To exercise the second option and earn an additional 21% undivided interest in the Jarvis Property, we must: (i) exercise the first option, (ii) issue to Energold a further 200,000 shares on or before September 15, 2017, and (iii) incur an additional $200,000 in exploration expenditures on the Jarvis Property on or before June 30, 2018.

If the Company exercises the first option the parties agreed to participate in a joint venture (the “Joint Venture”) for the purpose of further exploration and development of the Jarvis Property where the right to participate and the obligation to fund the Joint Venture will be apportioned 70% to Energold and 30% to Maverick and if Maverick exercises the second option the Joint Venture will be apportioned 51% to Maverick and 49% to Energold.



Maverick Minerals Corporation
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2014
(Unaudited)
(Expressed in United States Dollars)

During the period that both options are outstanding and after the formation of the Joint Venture, the Company will act as operator of the Jarvis Property in consideration of certain management fees in an amount up to 10% on general exploration expenditures and other fees in an amount up to 5% on drilling or other major contract costs as further set out in the Agreement. Decisions regarding exploration and development of the Jarvis Property are determined by a committee.

If the Company has acquired a 51% undivided interest in the Jarvis Property as per the Agreement and a feasibility study is completed which demonstrates that the Jarvis Property may be profitably brought into production, then the Company has the right to elect to commit the necessary financing to place the Jarvis Property into production and thereby earn a 70% interest in the newly initiated mining project.

Note 4 LOANS PAYABLE

The Company has the following loans payable:

      March 31, 2014     December 31, 2013  
  Mr. Alonzo B. Leavell (1) $  20,000   $  20,000  
  Energold Minerals Inc.   101,661     102,907  
      121,661     122,907  
  Less; current portion   (51,661 )   (52,907 )
    $  70,000   $  70,000  

(1)These amounts are unsecured; bear no interest, with no specific terms of repayment.

On July 4, 2013, the Company entered into a loan agreement whereby the Company received a loan in the amount of $70,000 from Energold Minerals Inc. (“Energold”) a significant shareholder of the Company. The loan is unsecured, bears interest at 3% per annum and is due on June 30, 2015. The maturity date of the loan may be extended an additional twelve months at the request of the Company.

On November 14, 2013, the Company entered into a second loan agreement with Energold in the amount of $31,661 (CDN$35,000). The loan is unsecured, bears interest at 3% per annum and is due on November 1, 2014.

During the three months ended March 31, 2013, the Company entered into a debt settlement agreement (the “Agreement”) with certain creditors, pursuant to which the Company agreed to pay $26,875 in full settlement of loans outstanding to the Creditors in the amount of $107,500. During the three months ended March 31, 2013, the Company made a payment of $7,500 upon execution of the Agreement, which represented full settlement of one loan outstanding to the Creditors of $25,000, resulting in a gain on settlement of loans payable of $17,500.

Note 5 CONVERTIBLE DEBT

On November 26, 2009, the Company issued a convertible note in the amount of $100,000 to a related party to settle an outstanding payable of $100,000. This convertible note is due on demand, and bears interest at 8% per annum. The debt, along with accrued interest of $40,704 at March 31, 2014 (December 31, 2013: $37,966), is convertible into common shares at a conversion rate of $0.30 per share.



Maverick Minerals Corporation
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2014
(Unaudited)
(Expressed in United States Dollars)

Note 6 RELATED PARTY TRANSACTIONS

Included in accounts payable and accrued liabilities at March 31, 2014 is $228,190 (December 31, 2013 - $238,879) owing to officers of the Company and a company with a common officer of the Company for accrued and unpaid management fees and for expenses incurred on behalf of the Company.

Management fees of $Nil were charged to expense in these financial statements for the three months ended March 31, 2014 (March 31, 2013 - $45,000). During the three months ended March 31, 2014, the Company incurred $753 in interest charges on loans payable to a significant shareholder of the Company (March 31, 2013 - $Nil). Of these amounts $1,910 (December 31, 2013 - $1,163) was payable as at March 31, 2014.

During the three months ended March 31, 2014, the Company incurred $2,738 (2013 - $5,185 interest charges on convertible debt payable to the director and CEO of the Company.

Note 7 SHARE CAPITAL

As explained in Note 1, on April 21, 2003 the Company issued 3,758,040 common shares in exchange for all the issued and outstanding common shares of UCO.

In July 2003, the Company issued 150,000 common shares to the Company’s CEO in exchange for management services. The transaction was recorded at the quoted market price of $0.70 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 1,000,000 common shares at a price of $0.025 for proceeds of $25,000.

During the year ended December 31, 2004, an agreement was reached between the Company, UCO and its creditors releasing the Company and UCO from any further obligations in relation to amounts owing.

As a result, $1,027,791 of payables and liabilities that were owing to related parties was forgiven and recorded against additional paid-in capital. The remaining balance owing to unrelated creditors was recorded as a gain.

In January 2005, the Company issued 2,750,000 common shares at a price of $0.01 for proceeds of $27,500.

In June 2005, the Company cancelled 5,437,932 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.

Note 7 SHARE CAPITAL – continued



Maverick Minerals Corporation
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2014
(Unaudited)
(Expressed in United States Dollars)

In July 2005, the Company issued 89,500 common shares at a price of $0.60 to settle an amount owing with respect to a loan payable. The transaction was recorded at the quoted market price of $1.40 and resulted in a loss on settlement of loan payable of $71,600.

In September 2005, the Company issued 7,500 common shares at a price of $0.10 for cash proceeds of $750 in relation to the exercise of stock options.

In April 2006, the Company issued 6,000 common shares at a price of $0.10 for $600 in relation to the exercise of stock options.

In 2007 and 2008 there were no share capital transactions.

On February 2, 2009 a major shareholder returned to treasury 2,000,000 common shares of the Company for nil consideration in contemplation of further share issuances (as described below).

  (a)

The Company entered into a loan agreement with Senergy Partners LLC (“Senergy”) on February 13, 2009, pursuant to which the Company established an unsecured revolving loan of up to $1,000,000, later amended to $500,000 (“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 were due and payable in full on December 31, 2012, the maturity date. Outstanding principal under the Credit Facility bore interest at an annual rate of 8%.

     
  (b)

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.

     
  (c)

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 8,950,000 shares of the Company common stock in settlement of a $447,500 debt owed to Senergy.

     
 

As a result of these transactions, Senergy acquired 8,950,000 shares or 92.3% of the Company’s issued and outstanding common stock. The Company issued 8,950,000 common shares to settle an amount owing with respect to a loan payable totaling $447,500. The transaction was recorded at the quoted market price of $0.40 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 436,000 shares to settle $218,000 owed to ABI. The transaction was recorded at the quoted market price of $0.30 and was treated as a capital transaction which resulted in a charge to equity of $218,000.



Maverick Minerals Corporation
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2014
(Unaudited)
(Expressed in United States Dollars)

Note 7 SHARE CAPITAL – continued

On December 11, 2009 the Company issued 175,000 shares each to two consultants, (350,000 shares total) for geological consulting services. The transactions were recorded at the quoted market price of $0.60 per share for total consideration of $210,000 which was capitalized to Oil and Gas Leases on the balance sheet.

Effective December 31, 2009 the Company effected a ten (10) for one (1) reverse stock split of the Company’s issued and outstanding shares of common stock. Shares and per share amounts have been retroactively restated to reflect the reverse stock split.

On July 19, 2010 the Company issued 49,925 common shares upon conversion of its Convertible Debenture dated December 11, 2009 in the principal amount of $35,625 and outstanding interest to July 19, 2010 of $1,788.

On July 27, 2010 the Company entered into a data purchase agreement with two individuals (collectively the “Vendors”), pursuant to which the Company agreed to purchase from the Vendors geologic data relating to certain oil and gas mineral leases located in Texas, including among other things: electric logs, seismic work, seismic reprocessing, data from the Texas Railroad Commission.

In consideration for the acquisition of the geologic data from the Vendors the Company issued 350,000 shares of the common stock of the Company to the Vendors. The transactions were recorded at the quoted market price of $1.05 per share for total consideration of $367,500 which was capitalized to Oil and Gas Leases on the balance sheet.

On September 7, 2010 the Company issued a further 725,971 shares to settle $762,269 owed to ABI. The transaction was recorded at the quoted market price of $1.40 and resulted in a loss on settlement of loan payable of $254,090.

On December 21, 2010, the Company completed a private placement of 500,000 shares of its common stock at a price of $0.50 for gross proceeds of $250,000 to an offshore subscriber pursuant to Regulation S of the Securities Act of 1933. The offering was completed in connection with the above noted sale of a 15% working interest in the Well. These shares were issued on February 11, 2011.

On February 28, 2011, the Company entered into debt settlement and subscription agreements with two subscribers pursuant to which the Company settled an aggregate of $50,000 debt in consideration of the issuance of 50,000 shares on March 7, 2011. The debt related to certain amounts owed by Art Brokerage to third parties which were subsequently assigned to the Company. The transaction was recorded at the quoted market price of $1.01 and resulted in a loss on settlement of loans payable of $500.

On July 10, 2012, the Company issued 100,000 common shares pursuant to the acquisition of a mineral property interest. The fair value of the shares of $25,000 was determined with reference to their quoted market price on the date of issuance.

On August 7, 2012, the Company issued 750,000 common shares in settlement of promissory notes outstanding of $3,387,743 and accrued interest therein of $356,348. The amount of the settlement was recorded as a credit to additional paid-in capital during the year ended December 31, 2012.



Maverick Minerals Corporation
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2014
(Unaudited)
(Expressed in United States Dollars)

Note 7 SHARE CAPITAL – continued

On October 29, 2012 the Company extinguished a convertible debenture with Energold, a significant shareholder pursuant to a Share Transfer Agreement, in the amount of $302,052 (CDN$300,000) along with accrued interest of $1,854 (CDN$1,841) by issuing 3,039,057 common shares having a fair value of $781,038. At the time, a derivative liability having a carrying value of $477,132, being the embedded conversion option in the convertible debenture, was also extinguished. As a result of this extinguishment, the Company recorded a loss on extinguishment of debt of $Nil because the fair value of common shares issued was equal to the carrying value of the debt instruments at the date of conversion.

On September 13, 2013, the Company issued 100,000 common shares pursuant to the acquisition of a mineral property interest. The fair value of the shares of $3,000 was determined with reference to their quoted market price on the date of issuance.

Note 8 STOCK OPTION PLAN

Stock options

The Company has a stock option plan which provides for the granting of up to 7,500,000 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.

No stock options were issued during the three months ended March 31, 2014 and 2013.

The following is a summary of the status of the Company’s stock options as of March 31, 2014 and December 31, 2013 and the stock option activity during the periods then ended:

            Weighted  
      Number of     Average  
      options     Exercise Price  
  Outstanding, December 31, 2012   1,150,000   $ 1.07  
  Expired   (50,000 ) $ 1.50  
  Outstanding, December 31, 2013 and March 31, 2014   1,100,000   $ 1.05  

All options that were outstanding were exercisable at March 31, 2014 and December 31, 2013 as a result of all options being fully vested upon grant.

At March 31, 2014, the Company had 1,100,000 share purchase options outstanding. Each share purchase option is exercisable into one common share of the Company at an average exercise price of $1.05 per share until August 20, 2015. These share purchase options had an aggregate intrinsic value of $Nil at March 31, 2014.



Maverick Minerals Corporation
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2014
(Unaudited)
(Expressed in United States Dollars)

Note 9 PRIOR PERIOD

In order to present the effect of the following financial statement adjustments for the year ended December 31, 2013 in the appropriate interim period, the comparative financial statements for the three months ended March 31, 2013 have been recast as described below:

  i)

During the three months ended March 31, 2013, the Company recorded travel expenses of $1,907 on the condensed consolidated interim statement of comprehensive loss. During the fourth quarter of the year ended December 31, 2013, the Company determined that these travel expenses should not be recorded in the accounts of the Company and these charges were reversed.

The financial statement adjustments had the following impact on the condensed consolidated interim statement of operations and comprehensive loss for the three months ended March 31, 2013:

      As Previously              
      Reported     Adjustments     As Adjusted  
                     
  Net loss from continuing operations $  (75,740 ) $  1,907   $  (73,833 )
  Total Comprehensive (Gain) Loss   (75,740 ) $  1,907   $  (73,833 )
  (Gain) Loss per share - basic and diluted $  (0.00 ) $  0.00   $  (0.00 )

The effect of the financial statement adjustment did not impact the net cash used in operating activities, investing activities, or financing activities on the consolidated statement of cash flows for the three month period ended March 31, 2013.


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

Forward Looking Statements

This 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 accounting principles generally accepted in the United States of America.

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.

2


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

Our Current Business

We are currently an exploration stage company engaged in the acquisition, exploration, and development of prospective oil and gas properties and mineral properties.

On June 8, 2012, we entered into an Option and Joint Venture Exploration Agreement (the “Agreement”) with Energold Minerals Inc. (“Energold”). Energold holds a 100% undivided right, title and interest in a group of mining claims situated near Thunder Bay, Ontario, Canada known as the Jarvis Island Property (the “Jarvis Property”). The Jarvis Property is situated about 35 miles south of Thunder Bay and about 5 km from the shore of Lake Superior near to the U.S. border (Minnesota). The property consists of 13.355 hectares and is believed to have mineral potential for the production of barite.

Pursuant to the terms of the Agreement, as amended, Energold granted our company the right, in the form of two options, to acquire an aggregate 51% working interest in the Jarvis Property subject to certain conditions, including the issuance of up to 400,000 shares of our common stock and incurring $400,000 in exploration expenditures on or before June 30, 2018.

Recent Corporate Developments

A significant amount of time has been given to due diligence on mineral properties in Mexico and Canada which have come to the market in a difficult financial environment for junior exploration companies. We will continue to review projects that we believe offer significant value in a distressed environment that we believe we can finance. These exploration properties are targets for base metals, gold and silver. The dominant targets on these mineral properties are gold silver lead and zinc and all have extensive historical workings. Management will review these opportunities diligently however no guarantee can be given that any transaction as outlined herein will occur in the time frame covered by this plan of operation.

The company has a significant history in oil and gas production and exploration in the state of Texas. We continue to review opportunities from previous contractors and partners brought to us on an earn in basis because of our demonstrated ability to complete projects in that jurisdiction.

We have been providing site services to a private mining company, registered in Utah. We participated in certain land tenure and mine development activities relating to a gold resource held by the private mining company in central Utah. We have and will continue to invoice the private company from time to time as services are provided. These activities are seen by the Company as a form of on-going due diligence on the Utah property and may lead to an acquisition, partnership or joint-venture going forward. Preliminary engineering work is ongoing to determine economic feasibility. No guarantee can be provided that any relationship will accrue beyond itinerant services and contract placements on preliminary mine development activities based on relationships we have developed over several years in the area.

The mining property in Utah, for which our company is providing itinerant services, is controlled by a significant shareholder of our company; however, our company has no equity interest in the property.

Jarvis Island Option and Joint Venture Exploration Agreement

We entered into an Option and Joint Venture Exploration Agreement dated June 8, 2012 with Energold (the “Original Agreement”) and on February 21, 2014, we entered into an Amended Option and Joint Venture Exploration Agreement with Energold whereby certain terms of the Original Agreement were amended and extended as follows:

3


  (i)

Exploration expenditures of $200,000 required to be incurred on or before September 15, 2014 in order to earn a 30% undivided interest on the property under the terms of the first option were extended until September 15, 2016;

     
  (ii)

The issuance of 200,000 shares to Energold that were required to be issued on or before September 15, 2015 and additional exploration expenditures of $200,000 that were required to be incurred on or before June 30, 2017 in order to earn an additional 21% undivided interest on the property under the terms of the second option were extended until and to September 15, 2017 and June 30, 2018, respectively .

Energold holds a 100% undivided right, title and interest in a group of mining claims situated in Thunder Bay, Ontario, Canada known as the Jarvis Island Property (the “Jarvis Property”). The property is situated about 35 miles south of Thunder Bay, Ontario, about 5 km from the shore of Lake Superior near to the U.S. border (Minnesota). The property consists of 13.355 hectares and is believed to have mineral potential for the production of barite.

Pursuant to the terms of the agreement, as amended on February 21, 2014, Energold has granted us the right, in the form of two options, to acquire an aggregate 51% working interest in the Jarvis Property subject to certain conditions, including the following:

  1.

To exercise the first option and earn a 30% undivided interest in the Jarvis Property, we must: (i) issue to Energold 100,000 shares on or before June 29, 2012 (issued); (ii) issue to Energold an additional 100,000 shares on or before September 15, 2013 (issued); and (iii) incur a total of $200,000 in exploration expenditures on the Jarvis Property on or before September 15, 2016;

     
  2.

To exercise the second option and earn an additional 21% undivided interest in the Jarvis Property, we must: (i) exercise the first option, (ii) issue to Energold a further 200,000 shares on or before September 15, 2017, and (iii) incur and additional $200,000 in exploration expenditures on the Jarvis Property on or before June 30, 2018;

     
  3.

During the period that both options are outstanding and after the formation of the joint venture (hereinafter defined), we have agreed to act as operator of the Jarvis Property in consideration of certain management fees in an amount up to 10% on general exploration expenditures and other fees in an amount up to 5% on drilling or other major contract costs as further set out in the Agreement. Decisions regarding exploration and development of the Jarvis Property are determined by a committee;

     
  4.

If we exercise the first option the parties agreed to participate in a joint venture (the “Joint Venture”) for the purpose of further exploration and development of the Jarvis Property where the right to participate and the obligation to fund the Joint Venture will be apportioned 70% to Energold and 30% to Maverick and if we exercise the second option the Joint Venture will be apportioned 51% to Maverick and 49% to Energold; and

     
  5.

If we have acquired a 51% undivided interest in the Jarvis Property as per the Agreement and a feasibility study is completed which demonstrates that the Jarvis Property may be profitably brought into production, then we have the right to elect to commit the necessary financing to place the Jarvis Property into production and thereby earn a 70% interest in the newly initiated mining project.

4


Pursuant to the terms of the Agreement both options will terminate and we will have no further interest in the Jarvis Property if we do not exercise the first option by September 15, 2016. If we exercise the first option but not the second option as contemplated in the Agreement then our interest in the Jarvis Property will be limited to the 30% undivided interest and any other interests provided for under the Agreement. Each party agreed to indemnify the other against any environmental liabilities in connection with any operating activities on the Jarvis Property. There is no assurance that we will exercise the option as planned or at all.

Plan of Operation

We have entered into a joint venture agreement for the development of Jarvis Island, a 33 acre island in western Lake Superior off the coast from Thunder Bay, Ontario with a history of exploration for Barite. Barite or barium sulphate is a stabilizing agent used in the drilling of oil and gas wells.

We are reviewing mineral resource opportunities in Ontario and Quebec in Canada. These exploration properties are targets for base metals, gold and silver. Further properties, located in Utah and Idaho, are in various stages of due diligence. The dominant targets on these U.S.A based mineral properties are silver lead and zinc and all have extensive historical workings. Management will review these opportunities diligently however no guarantee can be given that any transaction as outlined herein will occur in the time frame covered by this plan of operation.

We continue to retain a few small oil and gas leases in south central Texas. We have no plans to invest further resources in oil and gas exploration in Texas on our own properties but will continue to assess possible projects in oil and gas in an effort to leverage the experience hawse have gained over the past several years in both drilling and production.

Cash Requirements during the Next Twelve Months

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

Cash Requirements during the Next Twelve Months

Expense ($)
Consulting Expenses 20,000
Professional Fees 40,000
General and Administrative expenses 60,000
Total 120,000

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.

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Any advance in the oil and gas and mineral 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.

Results of Operations

Our operating results for the three months ended March 31, 2014 and 2013 are summarized as follows:




Three months ended
March 31, 2014
Three months
ended March 31,
2013

Percentage
Increase/(Decrease)
Revenue - - N/A
Expenses $46,253 $109,232 (57.7)%
Other income (expenses) $15,524 $35,399 (56.1)%
Net loss $(30,729) $(73,833) (58.4)%

Revenues

We have not earned any revenues since our inception on April 21, 2003. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

General and Administrative

The major components of our general and administrative expenses for the period are outlined in the table below:

    Three months ended March 31,  
                Percentage
                Increase /
    2014     2013     (Decrease)
Audit Fees $  40,247   $  53,475     (24.7 )%
Accounting, legal, consulting, and investor relations   5,223     4,959     5.3%
Management fees   -     45,000     (100.0 )%
Office   76     755     (89.9 )%
Rent   -     1,670     (100.0 )%
Transfer agent fees   707     3,373     (79.0 )%
Total Expenses $  46,253   $  109,232     (57.7 )%

Our operating expenses for the three months ended March 31, 2014 were $46,253, which represents a decrease of $62,979, or 57.7% over the same period in 2013. The decrease was mainly attributable to a reduction in management fees of $45,000 as a result of the expiration of management fee agreements with our President, CEO and CFO and with our Secretary and Treasurer. The three year terms of these agreements expired during the third quarter of fiscal 2013 and were not renewed, although these officers continue to hold these positions.

Other Income/Expenses

Other income/expenses for the three months ended March 31, 2014 totaled $15,524, as compared to $35,399 for the same period in 2013. The main reason for the decrease in other income is a decrease in other income, relating to consulting services provided to a private mining company, which is an affiliated company controlled by our majority shareholder. We earned $12,000 in consulting fees in the current period, as compared to $25,000 for the same period in 2013. The decrease was also attributable to a gain on settlement of loans payable of $17,500 during the comparative period relating to a debt settlement agreement consummated during that period.

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Liquidity and Capital Resources

Working Capital

    March 31, 2014     December 31, 2013  
Current Assets $  4,032   $  4,243  
Current Liabilities   518,445     487,927  
Working Capital Deficit $  (514,413 ) $  (483,684 )

Cash Flows            
    Three months ended March 31,  
    2014     2013  
Cash used in Operating Activities $  (4,211 ) $  (8,198 )
             
Cash used in Financing Activities   -     (7,500 )
Net decrease in Cash $  (4,211 ) $  (15,698 )

We had a cash balance of $32 and a working capital deficiency of $514,413 as of March 31, 2014 compared to cash of $4,243 and a working capital deficiency of $483,684 as of December 31, 2013. We anticipate that we will require approximately $120,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Consequently, we will need to obtain additional financing.

Cash used in operating activities for the three months ended March 31, 2014 was $4,211 as compared to cash used in operating activities for the same period in 2013 of $8,198. Cash used in operating activities has decreased during the current period primarily as a result of a decrease in operating expenses, as described above.

There were no investing activities during the three month periods ended March 31, 2014 and 2013.

There were no financing activities during the three month period ended March 31, 2014. During the comparative period in 2013, we had net cash used in financing activities of $7,500 associated with cash paid to settle loan payable balances.

Loans Payable

The Company has the following loans outstanding as of March 31, 2014 and December 31, 2013:

    March 31, 2014     December 31, 2013  
Mr. Alonzo B. Leavell   20,000     20,000  
Energold Minerals Inc.   101,661     102,907  
                                                                                                          $  121,661   $  122,907  

For more details please see Note 4 to our consolidated financial statements included in this report.

Going Concern

Our interim financial statements for the quarter ended March 31, 2014 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 significant 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 and creditors, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of March 31, 2014, we had cash of $32 and we estimate that we will require approximately $120,000 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 do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date.

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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, 2013 consolidated financial statements which are included with our annual report. 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.

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.

Future Financings

We do not have sufficient funds for planned operations and we will be required to raise additional funds for operations. 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 is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

As required by Rule 13(a)-15 under the Exchange Act, in connection with this quarterly report on Form 10-Q, under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) as of March 31, 2014 and we have concluded that, as of March 31, 2014, our disclosure controls and procedures were ineffective. The ineffectiveness of our disclosure controls and procedures was due to the material weaknesses disclosed in our Annual Report on Form 10-K filed on April 15, 2014.

There were no changes in our internal controls over financial reporting during the three months ended March 31, 2014 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

We know of no material, active, or pending legal proceeding against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation where such claim or action involves damages for more than 10% of our current assets. There are no proceedings in which any of our company’s directors, officers, or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to our company’s interest.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item. However, current and prospective investors are encouraged to review the risks set forth in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 15, 2014.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 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)

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Exhibit  
Number Description
10.4

Loan Agreement and Civil Action Covenant between Art Brokerage Inc., Eskota Energy Corporation and Maverick Minerals Corporation (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)

 

10.5

Loan Agreement between Alonzo B. Leavell and Maverick Minerals Corporation dated July 20, 2005 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)

 

10.6

Loan Agreement between Alonzo B. Leavell and Maverick Minerals Corporation dated April 27, 2005 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)

 

10.7

Management Agreement dated as at March 5, 2003 between Maverick Minerals Corp. and Robert Kinloch (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)

 

10.8

Management Agreement dated as at June 1, 2005 between Maverick Minerals Corp. and Robert Kinloch (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)

 

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. (incorporated by reference from our Form 10-Q Quarterly report, filed on November 16, 2009)

 

10.15

Farmout Agreement dated as of December 7, 2009 between Southeastern Pipe Line Company and Maverick Minerals Corporation (incorporated by reference from our Form 8-K Current report, filed on December 18, 2009)

 

10.16

Subscription Agreement between Maverick Minerals Corporation and Robert Kinloch dated November 26, 2009 (incorporated by reference from our Form 8-K Current report, filed on December 10, 2009)

 

10.17

Convertible Debenture dated November 26, 2009 (incorporated by reference from our Form 8-K Current report, filed on December 10, 2009)

 

10.18

Debt Settlement and Subscription Agreement between Maverick Minerals Corporation and Art Brokerage, Inc. dated September 7, 2010 (incorporated by reference from our Form 8-K Current report, filed on September 16, 2010)

 

10.19

Loan Agreement dated September 20, 2010 (and related security agreements) between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)

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Exhibit  
Number Description
10.20 Pledge and Security Agreement dated September 20, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
   
10.21 Security Agreement dated September 20, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
   
10.22 Amendment Agreement dated September 15, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
   
10.23 Consulting Agreement dated September 23, 2010 between Maverick Minerals Corporation and Robert Kinloch (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
   
10.24 Consulting Agreement dated September 23, 2010 between Maverick Minerals Corporation and Donald Kinloch (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
   
10.25 Form of Subscription Agreement dated December 21, 2010 (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)
   
10.26 Joint Operating Agreement dated effective December 6, 2010 between Maverick Minerals Corporation, Getty Resources Inc. and James Kearney (incorporated by reference from our Form 8- K Current report, filed on December 28, 2010)
   
10.27 Joint Operating Agreement dated effective December 7, 2010 between Maverick Minerals Corporation and Arrowdog, LLP (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)
   
10.28 Letter Agreement dated December 6, 2010 between Maverick Minerals Corporation and John Kearney (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)
   
10.29 Option and Joint Venture Exploration Agreement dated June 8, 2012 between Maverick Minerals
  Corporation and Energold Minerals Inc. (incorporated by reference from our Form 8-K Current
  Report, filed on June 12, 2012)
   
10.30 Debt Settlement and Subscription Agreement dated August 7, 2012 between Maverick Minerals Corporation and The Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on August 7, 2012)
   
10.31 Debt and Subscription Agreement dated August 7, 2012 between Maverick Minerals Corporation and Senergy Partners LLC (incorporated by reference from our Form 8-K Current Report, filed on August 7, 2012)
   
10.32 Share Transfer Agreement dated August 20, 2012 between Energold Minerals Inc. and Senergy Partners LLC (incorporated by reference from our Form 8-K Current Report, filed on August 24, 2012)
   
14.1 Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 24, 2008)
   
21.1 List of Subsidiaries (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 15, 2014)
   
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: May 15, 2014  

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