10QSB 1 form10qsb.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Maverick Minerals Corporation - Form 10-QSB

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

FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

[   ] 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 small business issuer 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)

306.343.5799
(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X]   No [   ]

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

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 May 15, 2008, there were 27,407,208 shares of common stock, par value $0.001, outstanding.

Transitional Small Business Disclosure Format (Check One): Yes [   ]   No [X]


- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



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

    March 31     December 31  
    2007     2006  
             
             
             
Current Assets            
 Cash $  17   $  29  
 Prepaid expenses   -     3,186  
TOTAL ASSETS $  17     3,215  
             
             
Current Liabilities            
 Accounts payable (Note 5) $  74,203   $  35,970  
 Accrued liabilities   44,603     84,480  
 Loans payable (Note 4)   1,072,040     1,039,040  
TOTAL LIABILITIES   1,190,846     1,159,490  
             
Capital Deficit            
 Capital Stock            
    Authorized:            
         100,000,000 common shares at $0.001 par value            
   Issued and fully paid 27,407,208 (2006 - 27,407,208) common shares            
           Par value   27,407     27,407  
 Share subscription receivable   (600 )   (600 )
 Additional paid-in capital   536,204     536,204  
 Deficit, accumulated during the exploration stage   (1,754,713 )   (1,720,159 )
 Accumulated other comprehensive income   873     873  
TOTAL CAPITAL DEFICIT   (1,190,829 )   (1,156,275 )
TOTAL LIABILITIES AND CAPITAL DEFICIT $  17   $  3,215  

The accompanying notes are an integral part of these financial statements

- F-1 -


MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
Unaudited

    Cumulative From              
    Date of Inception              
    (April 21, 2003)   Three months Ended  
    to March 31,     March 31  
    2007     2007     2006  
                Restated - Note 8  
                   
General and administration expenses                  
 Audit fees $  142,405   $  -   $  -  
 Freight   7,601     -     -  
 Insurance   186,297     -     -  
 Accounting, legal, engineering & consulting,                  
      investor relations   177,022     8,853     9,125  
 Management fees and stock based compensation (Note 5)   666,018     22,500     22,500  
 Office   55,001     432     858  
 Telephone and utilities   83,059     -     -  
 Transfer agent fees   7,075     -     284  
 Travel   169,193     2,769     8,962  
 Wages and benefits   86,588     -     -  
 Gain on disposal of assets   (795,231 )   -     -  
Loss from operations   (785,028 )   (34,554 )   (41,729 )
Other income (expenses)                  
 Interest expense   (49,357 )   -     (10,500 )
 Loss on settlement of loan payable (Note 6)   (71,600 )   -     -  
 Gain on liabilities write-off   300,973     -     -  
Loss from continuing operations   (605,012 )   (34,554 )   (52,229 )
Loss from discontinued operations (Note 3)   (1,149,701 )   -     -  
Loss for the period   (1,754,713 )   (34,554 )   (93,958 )
Other Comprehensive Income                  
 Foreign currency translation adjustments   873     -     -  
Comprehensive Loss $  (1,753,840 ) $  (34,554 ) $  (93,958 )
Loss per share - basic and diluted         ($0.00 )   ($0.00 )
Weighted average shares outstanding         27,407,208     27,347,208  

The accompanying notes are an integral part of these financial statements

- F-2 -


MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Unaudited

    Cumulative From              
    Date of Inception              
    (April 21, 2003)   Three Month Period Ended  
    to March 31,     March 31  
    2007     2007     2006  
                   
Operating Activities                  
 Net loss for the period $  (1,754,713 ) $  (34,554 ) $  (52,229 )
 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   (300,973 )   -     -  
   Stock based compensation   196,559     -     -  
   Depreciation   277,578     -     -  
   Shares issued for services   105,000     -     -  
   Loss on settlement of loan payable   71,600     -     -  
 Changes in non-cash working capital items                  
   Prepaid expenses   -     3,186     (10,500 )
   Accounts payable   1,534,562     38,233     (4,935 )
   Accrued liabilities   44,603     (39,877 )   (2,350 )
Cash used in operating activities   (339,820 )   (33,012 )   (70,014 )
                   
Investing Activities                  
 Investment in oil and gas leases   (474,959 )   -     (55,000 )
 Purchase of property and equipment   (311,367 )   -     -  
Cash used in investing activities   (786,326 )   -     (55,000 )
                   
Financing Activities                  
 Shares issued for cash   53,250     -     -  
 Proceeds from loans payable   1,072,040     33,000     124,920  
Cash provided by financing activities   1,125,290     33,000     124,920  
                   
Decrease in Cash during the period   (856 )   (12 )   (94 )
Effect of cumulative currency translation   873     -     -  
Cash, beginning of the period   -     29     196  
Cash, end of the period $  17   $  17   $  102  
                   
                   
Supplemental Cash Flow information                  
 Interest paid $  56,000   $  -   $  10,500  
 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 (Note 6)   53,700     -     -  
   Forgiveness of related party balances payable (Note 5)   1,027,791     -     -  

The accompanying notes are an integral 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 March 31, 2007
(Expressed in U.S. Dollars)
Unaudited

  Number of     Par Value     Additional     Share     Accumulated     Other     Total  
  Common     @$0.001     Paid-in      Subscription     Deficit     Comprehensive     Capital  
  Shares     Per Share     Capital     Receivable           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 -     -     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 -     -     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 -     -     -     -     (34,554 )   -     (34,554 )
Balance, March 31, 2007 27,407,208   $  27,407   $  536,204   $  (600 ) $  (1,754,713 ) $  873   $  (1,190,829 )

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
March 31, 2007
(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 March 31, 2007, the Company has negative working capital of $1,190,829 (December 31, 2006 - $1,156,275), and had an accumulated deficit of $1,754,713 at March 31, 2007. 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 $1,065,000 to December 31, 2008 to continue operations. 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.

 

Note 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

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.

- F-5 -



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2007
(Expressed in U.S. Dollars)
Unaudited

 

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, 2006. 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 the annual results.

     
  (a)

New Accounting Pronouncements

     
 

Effective January 1, 2007, for US GAAP accounting purposes, the Company has adopted SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and No. 140” (“SFAS 155”). SFAS 155 allows any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to be carried at fair value in its entirety, with changes in fair value recognized in earnings. In addition, SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative. There in no impact on the Company’s March 31, 2007 quarterly financial statements resulting from the adoption of SFAS 155.

     
 

The FASB has issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings. The Company did not have any unrecognized benefits at January 1, 2007. In addition, no adjustments were recognized for uncertain tax benefits during the year. Accordingly, there is no impact on the Company’s March 31, 2007 consolidated financial statements resulting from the adoption of FIN 48.

     
 

FIN 48 requires that interest expense and penalties related to unrecognized tax benefits be recognized in the Statement of Loss and Comprehensive Loss. FIN 48 allows recognized interest and penalties to be classified as either income tax expense or another appropriate expense classification. If the Company recognizes interest expense or penalties on future unrecognized tax benefits, they will be classified as income tax expense.

     
 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of the provisions of SFAS No. 157.

     
 

In February 2007, FASB issued FASB Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". FASB 159 is effective for fiscal years beginning after November 15, 2007. FASB 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FASB 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The Company is currently evaluating the impact of the provisions of FASB 159.

- F-6 -



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2007
(Expressed in U.S. Dollars)
Unaudited

Note 3. INVESTMENT IN OIL AND GAS LEASES
   

The Company had working interests in petroleum and natural gas properties and cost and results of operations were as follows:


  S. Neill Unitized Lease      
  Costs of unitized lease acquired on August 31, 2005 $  1,775,000  
  Development costs during the year ended December 31, 2005   44,959  
  Impairment write down as at December 31, 2005   (419,959 )
  Balance at, December 31, 2005   1,400,000  
  Transfer of unitized lease to vendor as settlement of note payable   (1,400,000 )
  Balance December 31, 2006 and March 31, 2007 $  -  
         
  Knox Lease      
  Cost of lease acquired on February 20, 2006 $  55,000  
  Transfer of lease to vendor as settlement of note payable   (55,000 )
  Balance at December 31, 2006 and March 31, 2007 $  -  

An agreement was entered between the Company’s subsidiary, Eskota Energy Corporation (“Eskota”), and Veneto Exploration LLC (“Veneto”) on August 18, 2005 with a closing date of August 31, 2005 whereby Veneto agreed to assign, transfer, convey and set over unto Eskota, all of Veneto’s right, title and interest in and to those oil and gas leases known informally between the parties as the “Eskota Leases”, in exchange for a $1,400,000 note payable. An additional $375,000 cash was paid by the Company for the acquisition of the Eskota Leases.

Eskota was to receive all revenue rightfully owed under the above noted leases. Eskota agreed to contribute not less than $400,000 towards capital improvements on the said lease and equipment during the first twelve months after closing. The parties agreed to negotiate a reasonable covenant to ensure these expenditures are made.

A note payable was signed on August 31, 2005 between Eskota and Veneto whereby Eskota promises to pay Veneto $700,000 before August 31, 2006, and $700,000 by May 31, 2007. Interest of 3% annually is payable monthly on the last day of each month on all balances after closing. Collateral is all oil and gas leases including wells and all personal property, fixtures, machinery and equipment situated on or in the oil and gas leases.

In light of these hard deadlines and the fact that the purchase price was predicated partially on down hole success from the initial re-works, management determined that it was not prudent to proceed with further investment on the property and that settlement discussions should begin with the vendor for a mutual release and return of the property and retirement of the promissory note of $1,400,000 issued by the Company. The effect of the initial failure to increase production from the first two attempts to restore the existing wells was reflected in an asset impairment charge taken by the Company of $419,959 in its December 31, 2005 fiscal year end financial statements. The asset impairment charge was based on the value of the note payable owing to Veneto as of December 31, 2005 which was the underlying liability of the asset. The agreement between Eskota and Veneto allows for the return of the Eskota Leases back to Veneto in the event that Eskota could not meet its obligation on the note payable.

In December 2005, Veneto gave notice to Eskota and Eskota’s customers, to direct any cash payments relating to the Eskota Leases to Veneto directly as a result of non-payment of various

- F-7 -



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2007
(Expressed in U.S. Dollars)
Unaudited

payables by Eskota in relation to the Eskota Leases. As a result of this action, all revenues generated from the Eskota Leases were recognized by Veneto, and any expenses and obligations arising from the Eskota Leases after the notice was given, were assumed by Veneto. As a result, Eskota did not recognize revenue or operating expenses from the Eskota Leases during the year ended December 31, 2006.

 

On February 20, 2006 and acting in concert, Veneto and the Company purchased a natural gas lease in Stephens County, Texas. The lease is known as the Knox lease. Veneto and the Company acquired the lease in equal undivided portions. The total purchase price for the lease, $55,000, was advanced 100% by the Company with the provision that the lease would subsequently be placed for resale with the understanding that each side would share in any profit after the return of the purchase price of $55,000 to the Company upon the completion of any sale.

 

 

Discontinued Operations

 

In March 2006, management determined to not proceed further with the Eskota Leases and entered negotiations with Veneto to relieve the Company of its 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 July 6, 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 for 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.

 

Note 4.

LOANS PAYABLE

 

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


      March 31     December 31  
      2007     2006  
  Art brokerage $  740,640   $  707,640  
  Pride of Aspen Associates LLC   311,400     311,400  
  Mr Allonzo B. Leavell   20,000     20,000  
    $  1,072,040   $  1,039,040  

Subsequent to the balance sheet date, the Company has received additional advances from Art Brokerage under similar terms.

 

Note 5.

RELATED PARTY TRANSACTIONS

 

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.

 

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

- F-8 -



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2007
(Expressed in U.S. Dollars)
Unaudited

will expire, unless amended, 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 $22,500 are charged to expense in these financial statements for the three month period ended March 31, 2007 (2006 - $22,500) There are management fees payable of $37,989 at March 31, 2007 (December 31, 2006 - $24,919) that have been included in accounts payable.

 

Note 6.

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. As of December 31, 2007, the Company was still owed this amount which has been recorded as a share subscription receivable.

 

For the three-month period ended March 31 2007, there were no share capital transactions.

 

Note 7.

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

- F-9 -



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2007
(Expressed in U.S. Dollars)
Unaudited

option plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Board of Directors.

Stock option grants in 2005 and 2006 were to non-employees. Stock option transactions and the number of stock options outstanding are summarized as follows:

            Weighted  
            Average  
      Number     Exercise  
      of Options     Price  
               
  Balance, Janaury 1, 2006   1,200,000   $  0.08  
       Granted   60,000     0.01  
       Exercised   (60,000 )   0.01  
       Forfeited   (1,200,000 )   0.08  
  Balance, December 31, 2006 and March 31, 2007   -   $  -  

In April 2006, options to purchase 60,000 common shares were granted to consultants, and vested immediately upon grant. These options were granted with the understanding that they were to be exercised immediately. The options were subsequently exercised at an exercise price of $0.01 for proceeds of $600.

 

 

Stock-based compensation

 

 

Stock options

 

Compensation expense for options granted during the period is recognized in accordance with SFAS No. 123(R) which requires all options granted to be measured at fair value. Such compensation is amortized over the contract services period or, if none exists, from the date of grant until the options vest for non-employees. For the years ended December 31, 2006 and 2005, all options were granted to non-employees and vested on the grant date. For 2005, the Company followed SFAS 123 “Accounting for Stock-Based Compensation” to account for all stock options granted.

 

Stock based compensation expense of $Nil was recognized during the three-month periods ended March 31, 2007 and 2006 as no options were granted.

 

Note 8.

RESTATEMENTS

 

 

(a) Revision of reverse acquisition accounting

 

On April 21, 2003 the Company closed a transaction with UCO to purchase the outstanding equity of UCO in exchange for 90% of the issued and outstanding common shares of the Company (see Note 1). The acquisition was initially accounted for using the purchase method. Subsequent to the issuance of the December 31, 2005 financial statements, management revisited the acquisition and deemed the transaction to be a reverse acquisition for accounting purposes. As a result, the Company reversed the goodwill on the acquisition, and eliminated the accumulated deficit, deferred compensation and accumulated other comprehensive loss balances in the Company up to the reverse acquisition date. As a result the financial statements are now presented as a continuation of UCO.

- F-10 -



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2007
(Expressed in U.S. Dollars)
Unaudited

(b) Additional accounting expense

Subsequent to the issuance of the March 31, 2006 consolidated financial statements, the Company corrected the amount of accounting expense for the three-month period then ended. The Company has now recognized an additional expense of $3,500.

The following represents the Company’s net loss as previously reported and after giving effect to the restatement adjustments for the three month period ended March 31, 2006:

      March 31,  
      2006  
  Net Loss for the period      
       As previously recorded $  (67,529 )
       Revision of reverse acquisition accounting (a)   18,800  
       Additional accounting expense (b)   (3,500 )
  As restated $  (52,229 )

- F-11 -


- 3 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.


- 4 -

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 year ended December 31, 2005, we experienced the following significant corporate developments:

  1.

On February 20, 2006 Veneto and the Company purchased a natural gas lease in Stephens County, Texas, known as the “Knox Lease”. Veneto and the Company acquired the lease in equal undivided portions. The total purchase price for the lease, $55,000, was advanced 100% by the Company with the provision that the lease would subsequently be placed for resale with the understanding that each side would share in any profit after the return of the purchase price of $55,000 to the Company upon the completion of any sale.

     
  2.

In March 2006, management determined to not proceed further with the Eskota Leases and entered 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. The Company has spent the time since divestiture evaluating oil and gas opportunities in Texas and other jurisdictions.

     
  3.

In April 2006, we issued 60,000 common shares at a price of $0.01 for $600 in respect of the exercise of stock options. As of December 31, 2006, we were still owed this amount and it has been recorded as a share subscription receivable in our financial statements.

     
  4.

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.

     
  5.

Effective July 21, 2006, Moen and Company LLP resigned as our principal independent accountant. Subsequently, on November 2, 2006, we engaged BDO Dunwoody LLP as our principal independent accounting firm.

     
  6.

On February 29, 2008, the Board of Directors of the Company amended and restated the Company’s bylaws. The amendment to the bylaws was for the purpose of, among other things, removing certain outdated and redundant provisions that existed in the Company’s prior bylaws with respect to corporate governance, and shareholder and director meeting procedures.

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 West Texas, North West 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 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


- 5 -

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 North West 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 twelve month period ended March 31, 2008, and the factors that could affect our future financial condition and plan of operation. 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 West Texas and North West 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 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 and are now in our company’s 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. 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.

We expect to continue our evaluation of joint venture production and development opportunities in North West Texas. The 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. The company has acquired a good working


- 6 -

knowledge of land value and recovery techniques over the past three years working in Texas and has developed working relationships it believes will be valuable in identifying appropriate ventures for the 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 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 12 months.

Our initial attempt at optimizing existing wells owned by the company was not successful. While we believe our experience has increased our knowledge base which may allow us to be successful in the future there is no assurance that we will find and successfully finance a development opportunity and maintain an operation to a level that would allow an investor to obtain a return on their investment.

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

Cash Requirements during the Next Twelve Months

    ($)  
General, Administrative and Corporate Expenses   175,000  
Consulting and Due Diligence, Texas and Saskatchewan   60,000  
Professional Fees   80,000  
Joint Venture Programs   750,000  
Total   1,065,000  

As of March 31, 2007, we had cash of $17 and negative working capital of $1,190,829. To date we have funded our operations primarily with loans from shareholders.

We have received a verbal commitment from existing creditor shareholders to, under certain circumstances, forgive a portion of existing debt and or convert part or all of existing debt to shares in the company at or above determined market value. 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.

RESULTS OF OPERATIONS

Three Month Summary            
    Three Months Ended  
    March 31,  
    2007     2006  
Revenue $  -   $  -  
Expenses   34,554     41,729  
Interest expense   -     10,500  
Net Loss $  $34,554   $  $31,229  

Revenue

We had no operating revenues for the three month period ended March 31, 2007 and 2006. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.


- 7 -

Expenses

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

    Three Months Ended  
    March 31,  
    2007     2006  
Management Fees and stock based compensation $  22,500   $  22,500  
Professional Fees   8,853     9,125  
Transfer Agent Fees   -     284  
Travel   2,769     8,962  
Office   432     858  
Total Expenses $  34,554   $  41,729  

General and Administrative

The decrease in our general and administrative expenses for the three month period ended March 31, 2007 was primarily due to the reduction of travel expenses and professional fees.

Working Capital



  Three Months
Ended March
31, 2007
  Year Ended
December 31,
2006
Current Assets $             17 $       3,215
Current Liabilities   1,190,846   1,159,490
Working Capital Deficiency   (1,190,829)   (1,156,275)

Cash Flows



  Three Months
Ended March
31, 2007
  Three Months
Ended March 31,
2006
Cash used in Operating Activities $ (33,012) $ (111,743)
Cash used by Investing Activities             -     (55,000)
Cash provided by Financing Activities    33,000    124,920
Net Decrease in Cash          (12)     (41,823)

As the Company’s activity has declined over the period from 2006 to 2007, so have its cash expenditures. Funding for operating and investing activities was provided by non-interest bearing advances from a lender.

We had cash on hand of $17 and negative working capital of $1,190,829 as of March 31, 2007 compared to cash on hand of $29 and negative working capital of $1,156,275 for the year ended December 31, 2006. We anticipate that we will incur approximately $1,065,000 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


- 8 -

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 has been reflected as income from discontinued operations on the accompanying financial statements.

Loans Payable

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

    March 31,     December 31,  
    2007     2006  
Art Brokerage $  740,640   $  707,640  
Pride of Aspen Associates LLC   311,400     311,400  
Mr. Alonzo B. Leavell   20,000     20,000  
                                             TOTAL $  1,072,040   $  1,039,040  

Going Concern

The audited financial statements accompanying our annual report on Form 10-KSB for the year ended December 31, 2007 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 May 15, 2008, we had cash of $3,759 and we estimate that we will require approximately $1,065,000 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, 2006 and 2005 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 May 15, 2008, we had cash of $3,759 and we estimate that we will require approximately $1,065,000 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.


- 9 -

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 cash in the amount of $17 and negative working capital of $1,190,829 as of March 31, 2007. 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 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.


- 10 -

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 $34,554 and $93,958 for the three month periods ended March 31, 2007 and 2006, respectively. At March 31, 2007, we had an accumulated deficit of $1,754,713 and negative working capital of $1,643,614.

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, 2006. 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, 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


- 11 -

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 it 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 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.


- 12 -

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.

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


- 13 -

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. CONTROLS AND PROCEDURES.

We have effected a restatement of our financial results for the year ended December 31, 2005.

(a)

The restatement was effected to correct errors in our accounting treatment of:

     
(i)

the treatment of the share exchange with UCO as a reverse acquisition

     
(ii)

various computations of stock-based compensation;

     
(iii)

calculation of the loss on settlement of debt; and

     
(iv)

determination of impairment of oil and gas leases

As a result of our review of these transactions, the effect on the amended accounting for the adjustments above is discussed in Note 9 to our 2006 audited consolidated financial statements.

(b)

Evaluation of disclosure controls and procedures and remediation

In connection with the restatement of our financial results for the year ended December 31, 2005, under the direction of our management, we have re-evaluated certain disclosure controls and procedures and internal controls over financial reporting. In connection with the restatement we identified a material weakness in our internal controls and procedures relating to the accounting treatment of our past acquisitions, stock-based compensation calculations, settlement of debts and the determination of impairment. Moreover, due to the resignation of our previous independent auditor which required the re-audit of our accounts, we are significantly in arrears in respect to timely filing of our quarterly and annual reports.

As required by Rule 13(a)-15 under the Exchange Act, in connection with this quarterly report on Form 10-QSB, under the direction of our Chief Executive Officer, we have evaluated our disclosure controls and procedures as of March 31, 2007, our disclosure controls and procedures were ineffective as discussed in greater detail below. As of the date of this filing, we are still in the process of remediating such material weaknesses in our internal controls and procedures. Additionally, we are currently inactive as we seek new business opportunities.

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


- 14 -

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 quarter ended March 31, 2007 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.


- 15 -

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit  
Number Description
3.1

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

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)

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)

14.1

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

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.


- 17 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant 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 22, 2008