10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q/A

[(Mark One)

  X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June  30, 2012

Or

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

For the transition period from __________ to ____________

Commission file number  000-50191

MUSTANG GEOTHERMAL CORP.

(Exact name of registrant as specified in its charter)

UREX ENERGY CORP.

(If there is a name change, the Former Name of registrant)

Nevada	98-0201259
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

10580 N. McCarran Blvd., Building 115 – 208, Reno, Nevada  89503

(Address of principal executive offices)   (zip code)

775.747.0667

(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 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 CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 

34,492,057 common shares issued and outstanding as of June 30, 2012

Explanatory Note

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form 10-Q") of Mustang Geothermal Corp. for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 13, 2012, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Item 6.  Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation and By-laws
3.1	Articles and Bylaws incorporated by reference from our Registration Statement on Form 10-SB filed on February 27, 2003
3.2	Certificate of Amendment to the Articles of Incorporation dated June 2, 2005 incorporated by reference from our quarterly report on Form 10-QSB filed on November 17, 2006
3.3	Certificate of Change dated June 2, 2005 incorporated by reference from our quarterly report on Form 10-QSB filed on November 17, 2006
3.4	Certificate of Amendment to the Articles of Incorporation incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
3.5	Certificate of Change incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
3.6	Articles of Incorporation of Urex Energy Corp. incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
3.7	Articles of Merger incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006
3.8	Certificate of Change incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006
3.9	Certificate of Correction with respect to the Certificate of Change incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006
3.10	Certificate of Correction with respect to the Articles of Merger incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006
(4)	Instruments defining the rights of security holders, including indentures
4.1	2008 Stock Plan, effective October 16, 2008 (incorporated by reference from our registration statement of Form S-8 filed on October 29, 2008)
4.2	Form of Stock Option Agreement (incorporated by reference from our registration statement of Form S-8 filed on October 29, 2008)
4.3	Form of Restricted Share Grant Agreement (incorporated by reference from our registration statement of Form S-8 filed on October 29, 2008)
(10)	Material Contracts
10.1	Consulting Agreement between our company and Minera Teles Pires Inc., dated September 27, 2005 incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
10.2	Assignment Agreement between our company and International Mineral Resources Inc., dated September 22, 2005 incorporated by reference from our Current Report on Form 8-K filed on September 29, 2005
10.3	Option Agreement between International Mineral Resources Inc. and United Energy Metals S.A., dated September 21, 2005 incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
10.4	Agreement and Plan of Merger between Urex Energy Corp. and Lakefield Ventures Inc., dated June 8, 2006 incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
10.5	Form of Subscription Agreement with certain investors incorporated by reference from our Current Report on Form 8-K filed on November 30, 2006
10.6	Form of Series A Warrant Certificate with certain investors incorporated by reference from our Current Report on Form 8-K filed on November 30, 2006
10.7	Form of Series B Warrant Certificate with certain investors incorporated by reference from our Current Report on Form 8-K filed on November 30, 2006
10.8	Agreement with New-Sense Geophysics Limited incorporated by reference from our Annual Report on Form 10-KSB filed on July 17, 2007
10.9	Agreement with N.A. Dergerstrom, Inc., dated January 31, 2008 incorporated by reference from our Annual Report on Form 10-KSB filed on July 15, 2008
10.10	Convertible Note with Four Tong Investments Limited, dated August 19, 2008 incorporated by reference on Form 8-K filed on August 26, 2008
10.11 10.12	Share Purchase Agreement with SGI Partners, LLC dated August 4, 2009 incorporated by reference on Form 8-K filed on August 7, 2009 Share Purchase Agreement with Patagonia dated February 9, 2010 incorporated by reference from our Quarterly Report on Form 10-Q filed February 22, 2010
10.13	Purchase Agreement with Enco Exploration Inc., dated March 23, 2010 incorporated by reference on Form 8-K filed on March 23, 2010
10.14	Purchase Agreement with Minera Inc., dated August 26, 2010 incorporated by reference on Form 8-K filed on August 31, 2010
10.15	Purchase Agreement with Dakota Resource Holding LLC, dated August 26, 2010 incorporated by reference on Form 8-K filed on August 31, 2010

3

10.16	Purchase Agreement with Minera Cerro El Diablo Inc., dated August 26, 2010 incorporated by reference on Form 8-K filed on August 31, 2010
10.17	Share Purchase Agreement with Genoa Energy Resources Inc. And Andean Geothermic Energy SAC, dated November 5, 2010 incorporated by reference on Form 8-K filed on November 8, 2010
10.18	Common Stock Share Exchange Agreement with North Homestake Mining Company dated March 9, 2012 incorporated by reference on Form 14C Preliminary filed on July 9, 2012
10.19	Amendment to Common Stock Share Exchange Agreement with North Homestake Mining Company dated June 29, 2012 incorporated herein by reference on Form 8-K filed June 29, 2012
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification of Richard Bachman
(32)	Section 1350 Certification
32.1*	Section 906 Certification of Richard Bachman
(99)	Additional Exhibits
99.2	Independent Review of the Rio Chubut Uranium Project prepared by Brian Cole, P.Geo., dated September 23, 2005 incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
(101)	XBRL
101.INS **	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed with original Form 10-Q on August 13, 2012.

**XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

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.

MUSTANG GEOTHERMAL CORP.

By: /s/ Richard Bachman

Richard Bachman

President, CEO and Director

(Principal Executive Officer)

By: /s/ Richard Bachman

Richard Bachman

CFO, Principal Accounting Officer and Director

(Principal Financial Officer)

Date:    August 17, 2012

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COMMON STOCK NON CASH TRANSACTIONS SHARES ISSUED TO PURCHASE GEOTHERMIC LEASES AND CONSULTANTS (DETAILS) (USD $)	12 Months Ended
	Mar. 31, 2011
Common shares issued as part of non cash transactions	14,000,000
Per share value of common shares issued as part of non cash transactions	$ 0.15
Total value of common shares issued as part of non cash transactions	$ 2,100,000
Common shares issued as part of non cash transactions to acquire subsidary	15,000,000
Per share value of common shares issued as part of non cash transactions for consultants	$ 2,975,000
Total value of common shares issued as part of non cash transactions for consultants	$ 393,000

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GOING CONCERN ACCUMULATED DEFICIT (DETAILS) (USD $)	125 Months Ended
	Jun. 30, 2012
Defecit accumulated since inception	$ 13,801,722

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Intangible Assets (Tables)

3 Months Ended

Jun. 30, 2012

Intangible Assets (Tables)

Intangible assets with definite lives are amortized over their estimated useful life

Intangible assets with definite lives are amortized over their estimated useful life.  The geothermal leases are amortized over 10 years.

				Accumulated
		Cost		Amortization		Net
March 2010 - geothermal leases	$	1,000,000	$	141,667	$	858,333
August 2010 - geothermal leases	$	2,100,000	$	385,000	$	1,715,000
Sub –total	$	3,100,000	$	526,667	$	2,573,333
Terminated geothermal leases	$	(1,000,000)	$	(141,667)	$	858,333)
Total	$	2,100,000	$	385,000	$	1,715,000

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COMMON STOCK SHARES ISSUED IN EXCHANGE FOR CERTAIN GEOTHERMAL LEASES (DETAILS) (USD $)	Aug. 26, 2010
Shares issued in exchange for certain geothermal leases	14,000,000
Pershare value of shares issued in exchange for certain geothermal leases	$ 0.15

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Net Loss Per Share

3 Months Ended

Jun. 30, 2012

Net Loss Per Share

Net Loss Per Share

Note 4    Net Loss Per Share

Basic net loss per share (“EPS”) is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. All EPS presented in the financial statements are basic EPS as defined by Accounting Standards Codification  260, "Earnings Per Share". There are no potentially dilutive securities outstanding. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value. Stock options and warrants have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computations.  Fully diluted shares outstanding were 34,492,057 as of June 30, 2012, and there were no stock options and warrants issued.

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NATURE AND CONTINUANCE OF OPERATIONS MINERA INC INFORMATION (DETAILS) (USD $)	Aug. 26, 2010
Geothermal leases of Minera Inc in acres	9,800
Shares issued to Minera Inc in return to the mining agreement	14,000,000
Per share value on the transaction date	$ 0.15

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NATURE AND CONTINUANCE OF OPERATIONS ENCO EXPLORATIONS INC INFORMATION (DETAILS) (USD $)	Mar. 18, 2010
Shares issued to Enco Explorations Inc in return to the mining agreement	100,000,000
Post reverse split shares issued to Enco Explorations Inc in return to the mining agreement	500,000
Pershare value of shares issued to Enco Explorations	$ 0.01

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NATURE AND CONTINUANCE OF OPERATIONS ANDEAN GEOTHERMIC ENERGY INFORMATION (DETAILS) (USD $)	Nov. 05, 2010
Shares issued to Andean Geothermic Energy in return to the mining agreement	15,000,000
Per share value on the transaction date Andean	$ 0.12
Cash payment relating to Andean Geothermic Lease	$ 25,000
Andean Lease property in hectares	3,600
Andean Lease property in acres	8,896

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NATURE AND CONTINUANCE OF OPERATIONS AREA OF LEASE IN NEVEDA INFORMATION (DETAILS)	May 01, 2011
Area of lease in Neveda in Acres	1,409

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Going Concern

3 Months Ended

Jun. 30, 2012

Going Concern

Going Concern

Note 3    Going Concern

These financial statements have been prepared assuming the Company will continue as a going concern.  The  Company  has  accumulated  a  deficit  of $13,801,722 since inception and,  has yet to achieve  profitable  operations and further losses are anticipated in the development of its business, which raises substantial  doubt  about the  Company's  ability to continue as a going  concern.  At June 30, 2012, the Company had a working capital deficiency of $1,665,223.  Its  ability to  continue  as a going  concern is dependent  upon the ability of the Company to generate  profitable operations in the future and/or to obtain the necessary  financing to meet its  obligations  and repay its  liabilities  arising from normal  business  operations  when they come due. These  financial statements  do not  include any  adjustments  to the  amounts and classification  of assets and  liabilities  that may be  necessary should the Company be unable to continue as a going  concern.  The Company anticipates that additional funding will be in the form of equity financing from the sale of common stock and/or commercial borrowing. There can be no assurance that capital will be available, it will be on terms acceptable to the Company.  The issuances of additional equity securities by the Company would result in a dilution in the equity interests of its current stockholders. The Company may also seek to obtain short-term loans from the directors of the Company.  There are no current arrangements in place for equity funding or short-term loans.

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NATURE AND CONTINUANCE OF OPERATIONS DETAILS OF ADDITIONAL AREA OF LEASE ACQUIRED THROUGH ANDEAN ENERGY (DETAILS)	Dec. 02, 2011
Additional area of lease acquired through Andean Energy in hectares	900

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COMMON STOCK NON CASH TRANSACTIONS CONSULTING SERVICES INFORMATION (DETAILS) (USD $)	Nov. 01, 2011
Shares issued to consultants as part of non cash transactions	1,000,000
Value of shares issued to consultants as part of non cash transactions	$ 37,500

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CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2012	Mar. 31, 2012
Current Assets
Cash	$ 1,194	$ 1,275
Receivables	1,809	1,752
Total current assets	3,003	3,027
Geothermal Leases, net	1,715,000	1,767,500
Total Assets	1,718,003	1,770,527
Current Liabilities
Accounts payable and accrued liabilities	964,161	839,877
Due to related party	22,500	22,500
Line of credit	31,015	31,977
Notes payable to related party	550,550	520,550
Convertible notes payable	100,000	100,000
Total current liabilities	1,668,226	1,514,904
Stockholders' Equity
Common stock, $0.001 par value 300,000,000 shares authorized 34,492,057 shares issued and outstanding,	34,492	34,492
Preferred stock, $0.001 par value. 10,000,000 shares authorized. No shares outstanding and issued.	0	0
Additional paid-in capital	13,818,008	13,818,008
Deficit accumulated during the exploration stage	(13,801,722)	(13,596,302)
Total comprehensive income	(1,001)	(575)
Total stockholders' equity	49,777	255,623
Total Liabilities and Stockholders' Equity	$ 1,718,003	$ 1,770,527

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Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 1    Summary of Significant Accounting Policies

Interim Reporting

While the information presented in the accompanying interim three months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s March 31, 2012 annual financial statements.  All adjustments are of a normal recurring nature.  It is suggested that these interim financial statements be read in conjunction with the Company’s March 31, 2012 annual financial statements.

Operating results for the three months ended June 30, 2012 are not necessarily indicative of the results that can be expected for the year ended March 31, 2013.

Principles of Consolidation and Presentation

                The consolidated financial statements include the accounts of Mustang Geothermal Corp. and Andean Geothermic Energy, S.A.C. All significant intercompany balances and transactions have been eliminated in consolidation.

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NET LOSS PER SHARE FULLY DILUTED SHARES OUTSTANDING (DETAILS)	Jun. 30, 2012
Fully diluted shares outstanding as on period end	34,492,057

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Subsequent Events

3 Months Ended

Jun. 30, 2012

Subsequent Events

Subsequent Events

Note 17  Subsequent Events

Subsequent to March 31, 2012, the Company filed its preliminary Form 14C Proxy Statement with the SEC on July 9, 2012 and is in the process of responding to SEC comments.

The company entered into a promissory note on August 9, 2012 of $20,000 at a rate of 12% per annum for 1 year.

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COMMON STOCK PRE AND POST STOCK SPLIT DETAILS (DETAILS)	Jul. 22, 2010
Presplit shares in number	204,425,600
Postsplit shares in number	1,517,057
Adjustment in shares for reverse stock split	494,929
Minimum number of common stock held by shareholder after the adjustment	200

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Geothermal Leases and Properties (Tables)

3 Months Ended

Jun. 30, 2012

Geothermal Leases and Properties (Tables)

Geothermal leases purchased from ENCO Explorations, Inc.

Geothermal leases purchased from ENCO Explorations, Inc.

Lease Serial Number	County	Acres
NVN 86858	Pershing	1920
NVN 86933	White Pine	1120
NVN 86930	White Pine	2422
	TOTAL	5462 Acres

Geothermal leases purchased from Minera Inc.

Geothermal leases purchased from Minera Inc.

Lease Serial Number	County	Acres
NVN 88490	Lander	3660
NVN 88475	Mineral	4420
NVN 88494	Nye	1720
	TOTAL	9800 Acres

Properties in Peru:

Properties in Peru:

Properties	County	Area (Ha)
Banos Del Inca	Arequipa	900
Condoroma, Condoromo South	Cusco	1,800
Ninobamba	Ayacucho	900
Paclla	Arequipa	900
Atecata and Coline	Puno	1,800
	TOTAL	6,300 Ha

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Nature and Continuance of Operations

3 Months Ended

Jun. 30, 2012

Nature and Continuance of Operations

Nature and Continuance of Operations

Note 2    Nature and Continuance of Operations

Mustang Geothermal Corp., (the “Company”) was incorporated in the State of Nevada on February 6, 2002 and changed its fiscal year end from September 30 to March 31. In July 2006, the Company changed its name from Lakefield Ventures, Inc. to Urex Energy Corp. Additionally on July 22, 2010 the Company changed its name from Urex Energy Corp to Mustang Geothermal Corp reflecting a change in business. The Company has been in the exploration stage since its formation and has not realized any revenues from its planned operations. The Company is primarily engaged in the acquisition, exploration, and development of geothermal properties.  Upon location of a commercial geothermal energy resource, the Company expects to actively prepare the site for the extraction of geothermal energy and the production of renewal electrical power.

The Company entered into an agreement with Enco Explorations Inc. on March 18, 2010 to purchase certain Geothermal Leases in exchange for 100,000,000 shares (500,000 shares post reverse split) of the Company’s common stock, which was valued at $0.01 on the transaction date. On September 1, 2011, the Company has decided not to continue with these geothermal properties due to negative test results.  Consequently, the Company has terminated these geothermal leases.

Effective July 22, 2010, the Financial Industry Regulatory Authority, Inc. or FINRA, approved the Company’s name change from Urex Energy Corp to Mustang Geothermal Corp. and a reverse stock split of 200 to 1.  

On August 26, 2010, the Company entered into agreements with Minera Inc., Dakota Resource Holdings LLC., and Minera Cerro El Diablo Inc. to acquire certain geothermal leases totaling 9800 acres located in the State of Nevada for 14 million shares of the Company’s common stock, which was valued at $0.15 on the transaction date.

On November 5, 2010, the Company completed an agreement to acquire Andean Geothermic Energy S.A.C., a Peruvian Company, from Genoa Energy Resources Inc. for 15 million shares of the Company’s common stock, which was valued at $0.12 on the transaction date and a US$25,000 cash payment.  Andean Geothermic Energy S.A.C. has 4 geothermal applications totaling 3600 hectares (8896 acres) in the provinces of Cusco, Ayacuho and Arequipa in the country of Peru.

On May 1, 2011 the United States Department of the Interior – Bureau of Land Management granted the Company title to geothermal lease N-089598 which was obtained through the competitive bid process.  The lease is located in Washoe County, Nevada and consists of an area of 1,409 acres.

On December 2, 2011 Mustang acquired through its Peruvian subsidiary, Andean Geothermic Energy S.A.C, three additional geothermal exploration concessions in southern Peru through the government application process.  The Atecata, Coline, and Condoroma South properties are located in the Departments of Puno and Cusco, respectively and each comprises an area of 900 hectares.

On March 9, 2012 Mustang entered into an agreement with North Homestake Mining Company to exchange common stock to affect the acquisition of North Homestake’s gold exploration properties located in South Dakota. The closing of this agreement has not taken place and will be delayed until after certain filing requirements are met.

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CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $)	Jun. 30, 2012	Mar. 31, 2012
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	300,000,000	300,000,000
Common Stock, shares issued	34,492,057	34,492,057
Common Stock, shares outstanding	34,492,057	34,492,057
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000

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Convertible Note Payable

3 Months Ended

Jun. 30, 2012

Convertible Notes Payable {1}

Convertible Notes Payable

Note 12  Convertible Notes Payable

On August 14, 2008, the Company executed a 5% convertible note of $100,000 that was due August 13, 2010.  The note is now default. The note may be converted from time to time, all or any part of the principal plus any unpaid accrued interest thereof into common stock of the Company at a conversion price per share equal to the greater of i) the closing market price per share of the common stock on the trading day immediately preceding the date of conversion as quoted on the OTC-BB or such other exchange upon which the Company’s shares are then listed or traded, or ii) $0.10 per share ($20.00 per share after adjustment due to 200 to 1 reverse stock split).  The conversion price shall be subject to adjustments.  The minimum amount to be converted is $10,000.  As of June 30, 2012, this note is outstanding.

Date	Principal	Interest
Aug 15, 2008	$100,000	$19,639

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Document and Entity Information	3 Months Ended
	Jun. 30, 2012
Document and Entity Information
Entity Registrant Name	MUSTANG GEOTHERMAL CORP
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Entity Central Index Key	0001182737
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding	34,492,057
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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Promissory Notes Payable

3 Months Ended

Jun. 30, 2012

Promissory Notes Payable

Promissory Notes Payable

Note 13  Promissory Notes Payable

The following promissory notes payable are unsecured and bear interest at 5% per annum.  They are due on demand:

Date	Maturity	Interest rate	Principal	Interest	Total
Nov 15, 2005	On demand	5% per annum	$                  82,775	$                  27,429	$              110,204
Dec 01, 2005	On demand	5% per annum	$                  18,800	$                    6,189	$                24,989
Jan 06, 2006	On demand	5% per annum	$                100,000	$                  32,425	$              132,425
Jul 14, 2006	On demand	5% per annum	$                103,975	$                  31,021	$              134,996
Total			$                305,550	$                  97,064	$              402,614

The following promissory notes payable are unsecured and bear interest at 12% per annum.

Date	Maturity	Interest rate	Principal	Interest	Total
Mar 25, 2011	Mar 25, 2012	12% per annum	$              50,000	$              9,397	$               5,9397
Apr 27, 2011	Apr 27, 2012	12% per annum	$              50,000	$              8,247	$               58,247
Jun 16, 2011	Jun 16, 2012	12% per annum	$              50,000	$              6,504	$               56,504
Aug 19, 2011	Aug 19, 2012	12% per annum	$              15,000	$              1,558	$               16,558
Oct 20, 2011	Oct 20, 2012	12% per annum	$              15,000	$              1,253	$               16,253
Jan 23, 2012	Jan 23, 2013	12% per annum	$              10,000	$                 522	$               10,522
Jan 27, 2012	Jan 27, 2013	12% per annum	$              15,000	$                 764	$               15,764
Feb 13, 2012	Feb 13, 2013	12% per annum	$              10,000	$                 454	$               10,454
Apr 04, 2012	Apr 04, 2013	12% per annum	$              20,000	$                 572	$               20,572
Jun 14, 2012	Jun 14, 2013	12% per annum	$              10,000	$                   53	$               10,053
Total			$            245,000	$             29,324	$             274,324

Three notes issued on Mar. 25, 2011, Apr. 27, 2011 and Jun. 16, 2011 are now overdue and applied default rate of 24%.

As of June 30, 2012, the balance of promissory notes payable amounted to $550,550.

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		125 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
REVENUES	$ 0	$ 0	$ 0
OPERATING EXPENSES
Depreciation	0	0	2,787
Management fees	57,000	30,776	815,316
Professional fees	67,572	35,344	608,372
Consulting fees	1,781	31,329	721,948
Exploration costs	0	175,018	1,501,351
Interest on loans	15,352	7,851	172,999
Investor relation fees	0	0	415,097
Travel	903	1,198	69,222
General and administrative	10,312	9,656	269,202
Recovery of expenses	0	0	(5,575)
Impairment of intangible asset	0	0	7,560,753
Total operating expenses	205,420	368,672	12,667,139
Operating loss	(205,420)	(368,672)	(12,667,139)
OTHER INCOME
Interest income	0	0	10,127
Total other income	0	0	10,127
Net loss from continuing operations	(205,420)	(368,672)	(12,657,012)
DISCONTINUED OPERATIONS
Gain (Loss) from disposal of subsidiary	0	0	(1,899,991)
Gain from disposal of subsidiary	0	0	755,281
Gain (Loss) on discontinued operations	0	0	(1,144,710)
NET INCOME (LOSS)	(205,420)	(368,672)	13,801,722
Net loss per share for continuing operations basic and diluted	$ (0.01)	$ (0.01)
Net loss per share for discontinued operations basic and diluted	$ 0	$ 0
Weighted average common shares outstanding Basic and diluted	34,492,057	33,492,057
Comprehensive income (loss) Foreign currency translation	(427)	(2,522)	(1,001)
Comprehensive loss	$ (205,847)	$ (371,194)	$ 13,802,723

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Mineral Properties

3 Months Ended

Jun. 30, 2012

Mineral Properties

Mineral Properties

Note 7    Mineral Properties

In December 2005, the Company acquired 100% interest in the La Jara Mesa Extension uranium property consisting of 137 unpatented mining claims of approximately 2,740 acres through staking, in the Grants Mining District of Cibola County in New Mexico, USA.  The Company planned to commence a drilling exploration program as soon as financing is arranged. As at September 1, 2011, the Company has decided not to maintain the lease fees and therefore will no longer own these mining claims

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Common Stock

3 Months Ended

Jun. 30, 2012

Common Stock

Common Stock

Note 6    Common Stock

On July 22, 2010, Financial Industry Regulatory Authority (FINRA) approved a 200 to 1 reverse stock split of the Company’s common stock, and a name change to Mustang Geothermal Corp.   The pre-split shares were 204,425,600 and the post split amount was 1,517,057 shares.  There was an adjustment of 494,929 shares for the reverse stock split to adjust holdings so that no shareholders have less than 200 common stock of the Company post-split as a result of the split.  As at June 30, 2012, the total issued and outstanding was 34,492,057.

On August 26, 2010, the Company issued 14,000,000 shares at $0.15 per share in exchange for certain geothermal leases.

On November 5, 2010, the Company entered into an agreement and issued 15,000,000 shares at $0.12 per share plus $25,000 to acquire Andean Geothermic Energy SAC.

Non-cash Transactions

During the year ended March 31, 2011, the Company issued 14,000,000 common shares at $0.15 per share totaling $2,100,000 for the purchase of the geothermal leases.  The Company issued 15,000,000 shares for the acquisition of its subsidiary, Andean Geothermic Energy SAC.  The Company issued 2,975,000 common shares totaling $393,000 to consultants for consulting services. On November 1, 2011, the Company issued 1,000,000 common shares totalling $37,500 for consulting services.

As of June 30, 2012, there were outstanding 34,492,057 shares of common stock.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies (Policies)

Interim Reporting

Interim Reporting

While the information presented in the accompanying interim three months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s March 31, 2012 annual financial statements.  All adjustments are of a normal recurring nature.  It is suggested that these interim financial statements be read in conjunction with the Company’s March 31, 2012 annual financial statements.

Operating results for the three months ended June 30, 2012 are not necessarily indicative of the results that can be expected for the year ended March 31, 2013.

Principles of Consolidation and Presentation

Principles of Consolidation and Presentation

                The consolidated financial statements include the accounts of Mustang Geothermal Corp. and Andean Geothermic Energy, S.A.C. All significant intercompany balances and transactions have been eliminated in consolidation.

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Line of Credit

3 Months Ended

Jun. 30, 2012

Line of Credit

Line of Credit

Note 14  Line of Credit

The Company executed a note with a Line of Credit with Wells Fargo Bank in California.  The Line of Credit allows the Company to borrow up to thirty-five thousand dollars ($35,000).  The balance of this Line of Credit at June 30, 2012 is $31,015.

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Intangible Assets

3 Months Ended

Jun. 30, 2012

Intangible Assets

Intangible Assets

Note 10 Intangible Assets

Intangible assets with definite lives are amortized over their estimated useful life.  The geothermal leases are amortized over 10 years.

				Accumulated
		Cost		Amortization		Net
March 2010 - geothermal leases	$	1,000,000	$	141,667	$	858,333
August 2010 - geothermal leases	$	2,100,000	$	385,000	$	1,715,000
Sub -total	$	3,100,000	$	526,667	$	2,573,333
Terminated geothermal leases	$	(1,000,000)	$	(141,667)	$	858,333)
Total	$	2,100,000	$	385,000	$	1,715,000

On September 1, 2011, the Company has terminated the geothermal leases purchased in March 2010 due to negative results. $858,333 was written off.

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Geothermal Leases and Properties

3 Months Ended

Jun. 30, 2012

Geothermal Leases and Properties

Geothermal Leases and Properties

Note 8    Geothermal Leases and Properties

On March 18, 2010, the Company acquired 100% interest of three geothermal leases located in the State of Nevada.  These leases were purchased from ENCO Explorations, Inc. in exchange for 100,000,000 shares of Company’s common stock, which was valued at $0.01 on the date of the transaction.  The initial lease tenure is 10 years and is renewable up to 40 years, providing that geothermal production has been realized in the initial term.  The annual lease payment is $3/acre for the first 10 years, approximately $16,386 for the 5462 acres noted here.  The Leasing Act states that future electrical production sold from the leases would attract a gross royalty of 1.75% for the first ten years of lease and 3.50% for the remaining term of the lease.  As at September 1, 2011, the Company has decided not to continue with these geothermal properties due to negative results.  Consequently, the Company has terminated these geothermal leases.  During the quarter, the Company wrote off the remaining $858,333 from the original $1,000,000 valued price.

Lease Serial Number	County	Acres
NVN 86858	Pershing	1920
NVN 86933	White Pine	1120
NVN 86930	White Pine	2422
	TOTAL	5462 Acres

On August 26, 2010, the Company acquired 100% interest of three geothermal leases located in the State of Nevada.  These leases were purchased from Minera Inc., Minera Cerro El Diablo Inc. and Dakota Resource Holdings LLC in exchange for the Company’s common stock valued at $0.15 per share in the amount of 3,000,000 shares, 5,000,000 shares and 6,000,000 shares, respectively.  The initial lease tenure is 10 years and is renewable up to 40 years, providing that geothermal production has been realized in the initial term.  The annual lease payment is $3/acre for the first 10 years, approximately $29,400 for the 9800 acres noted here. The Leasing Act states that future electrical production sold from the leases would attract a gross royalty of 1.75% for the first ten years of lease and 3.50% for the remaining term of the lease.

Lease Serial Number	County	Acres
NVN 88490	Lander	3660
NVN 88475	Mineral	4420
NVN 88494	Nye	1720
	TOTAL	9800 Acres

On November 5, 2010, the Company acquired 99.99% shares of Andean Geothermic Energy SAC, a Peruvian Corporation that has access to four geothermal applications consisting of 3,600 hectares (8896 acres) in the province of Arequipa.  The Company paid 15 million shares of common stock valued at $0.12 per share with a $25,000 cash payment.   The $25,000 cash payment has not been paid as at the date of this report.

The Company has a two-year lease to explore for geothermal energy consistent with the concessions it acquired that expires on October 1, 2012.  If the exploratory work is successful, then the Company may choose to apply to convert the concessions into exploitation concessions that have a renewable ten-year term.

In May 2011, the Company obtained an additional geothermal lease in the State of Nevada through the public lease auction.  The lease serial number is NVN089598, Washoe County, and consists of 1,409 acres (570 hectares).

On December 2, 2011 Mustang acquired through its Peruvian subsidiary, Andean Geothermic Energy S.A.C, three additional geothermal exploration concessions in southern Peru through the government application process.  The Atecata, Coline, and Condoroma South properties are located in the Departments of Puno and Cusco, respectively and each comprises an area of 900 hectares.

Properties in Peru:

Properties	County	Area (Ha)
Banos Del Inca	Arequipa	900
Condoroma, Condoromo South	Cusco	1,800
Ninobamba	Ayacucho	900
Paclla	Arequipa	900
Atecata and Coline	Puno	1,800
	TOTAL	6,300 Ha

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Acquisition of Peruvian Subsidiary

3 Months Ended

Jun. 30, 2012

Acquisition of Peruvian Subsidiary

Acquisition of Peruvian Subsidiary

Note 9    Acquisition of Peruvian Subsidiary

On November 5, 2010, the Company acquired 99.99% shares of Andean Geothermic Energy SAC (“Andean”), a Peruvian Corporation that has concessions of four geothermal properties consisting of 3,600 hectares (8,896 acres) in the provinces of Cusco, Ayacucho and Arequipa.  The Company paid 15 million shares of common stock valued at $0.12 per share with a $25,000 cash payment.  The $25,000 cash payment has not been paid as at the date of this report.  This acquisition was recorded as a purchase of Andean.  The value of Andean was determined as the consideration paid plus the fair market value of the shares issued and the cash payment.  The purchase price was then allocated against the fair market value of the assets and liabilities assumed, with the residual balance recorded as goodwill.  Because Andean has as of yet no proven geothermal energy reserves, the amount allocated toward goodwill was considered 100% impaired and written off at the date of the acquisition.

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Related Party Transactions

3 Months Ended

Jun. 30, 2012

Related Party Transactions

Related Party Transactions

Note 11  Related Party Transactions

On December 10, 2004 the Company issued a note payable in the amount of $25,000 to the former President of the Company for the purpose of funding exploration activities.  The note bears no interest and is due and payable on demand.  As of June 30, 2012, the balance of the loan is $22,500.

Effective October 1, 2005, the Company began paying a management consulting fee to Minera Teles Pires Inc., a company controlled by the President and director of the Company.  The agreement provides a fixed fee of $10,000 per month of which $5,000 is paid and the other $5,000 deferred until financing is obtained by the Company.  During the three months ended June 30, 2012, the Company incurred $30,000 in management fees from Minera Teles Pires Inc.  As at June 30, 2012, the Company owed Minera Teles Pires $580,079 for management fees and out of pocket expenses.

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GOING CONCERN WORKING CAPITAL DEFICIENCY (DETAILS) (USD $)	Jun. 30, 2012
Period end working capital deficiency	$ 1,665,223

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Consulting Agreement

3 Months Ended

Jun. 30, 2012

Consulting Agreement

Consulting Agreement

Note 16  Consulting Agreement

                On February 9, 2012 the Company engaged a consultant to advise, consult and assist the Company in developing and implementing plans and strategies, and assist in public relations and communications for a one year period.  The Company agreed to issue to the consultant a payment of restricted shares of the Company’s stock in an amount equal to 4.999% of the Company’s issued and outstanding stock (post reverse stock split) within ten business days of the completion of the Company’s reverse stock split to occur during the first half of the year of 2012.

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Convertible Note Payable (Tables)

3 Months Ended

Jun. 30, 2012

Convertible Note Payable (Tables)

Notes Outstanding as of date

The minimum amount to be converted is $10,000.  As of June 30, 2012, this note is outstanding.

Date	Principal	Interest
Aug 15, 2008	$100,000	$19,639

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COMMON STOCK NON CASH TRANSACTIONS OUTSTANDING COMMON STOCK (DETAILS)	Jun. 30, 2012
Non cash transactions balance of common stock outstanding	34,492,057

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended		125 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
Operating activities
Net income (loss).	$ (205,420)	$ (368,672)	$ (13,801,722)
Adjustments to reconcile net income to net cash:
(Income) loss from discontinued operations	0	0	1,899,991
Depreciation and amortization	0	0	6,682
Depreciation geothermal leases	52,500	77,500	526,667
Impairment of goodwill	0	0	7,539,285
Shares issued for services	0	0	810,500
Deferred consulting fees	0	0	0
Shares issued for assets	0	0	1,000,000
Geothermal lease write off	0	0	858,333
Changes in current assets and current liabilities:
Accounts receivable	(57)	(732)	(1,809)
Prepaid expense	0	114,537	0
Accounts payable	124,285	52,824	964,161
Discontinued operations, net	0	0	(2,281,857)
Net cash used in operating activities	(28,692)	(124,543)	(2,479,769)
Cash Flows From Investing Activities
(Gain) loss on divestiture of discontinued operations	0	0	(755,281)
Purchase of assets	0	0	(25,000)
Purchase of fixed assets	0	0	(2,788)
Option agreement	0	0	(2,500)
Net cash used in investing activities	0	0	(785,569)
Cash Flows From Financing Activities:
Proceeds from purchase of assets	0	0	21,468
Proceeds from the issuance of common stock	0	0	2,542,000
Proceeds from line of credit	0	0	31,977
Proceeds from (repayments of) notes payable	30,000	100,000	573,050
Proceeds from (repayments of) line of credit	(962)	(272)	(962)
Convertible notes payable.	0	0	100,000
Net cash provided by financing activities	29,038	99,728	3,267,533
Effect of Exchange Rate Changes on Cash	0	0	0
Cash held in trust	0	0	(1,665,773)
Cash released from trust during current period	0	0	1,665,773
Net cash flows from continued operations	346	(24,815)	1,139,342
Net cash flows from discontinued operations	0	0	(1,137,147)
Effect of foreign currency exchange	(427)	(2,522)	(1,001)
Cash and Cash Equivalents, Beginning of Period	1,275	43,989	0
Cash and Cash Equivalents, End of Period	$ 1,194	$ 16,652	$ 1,194
Supplemental Disclosure of Noncash Transactions
Common stock issued for assets	0	0	(4,900,000)

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Recent Accounting Pronouncements

3 Months Ended

Jun. 30, 2012

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Note 5    Recent Accounting Pronouncements

Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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Promissory Notes Payable (Tables)

3 Months Ended

Jun. 30, 2012

Promissory Notes Payable (Tables)

Promissory notes payableunsecured and bear interest at 5% per annum due on demand:

The following promissory notes payable are unsecured and bear interest at 5% per annum.  They are due on demand:

Date	Maturity	Interest rate	Principal	Interest	Total
Nov 15, 2005	On demand	5% per annum	$                  82,775	$                  27,429	$              110,204
Dec 01, 2005	On demand	5% per annum	$                  18,800	$                    6,189	$                24,989
Jan 06, 2006	On demand	5% per annum	$                100,000	$                  32,425	$              132,425
Jul 14, 2006	On demand	5% per annum	$                103,975	$                  31,021	$              134,996
Total			$                305,550	$                  97,064	$              402,614

Promissory notes payable are unsecured and bear interest at 12% per annum.

The following promissory notes payable are unsecured and bear interest at 12% per annum.

Date	Maturity	Interest rate	Principal	Interest	Total
Mar 25, 2011	Mar 25, 2012	12% per annum	$              50,000	$              9,397	$               5,9397
Apr 27, 2011	Apr 27, 2012	12% per annum	$              50,000	$              8,247	$               58,247
Jun 16, 2011	Jun 16, 2012	12% per annum	$              50,000	$              6,504	$               56,504
Aug 19, 2011	Aug 19, 2012	12% per annum	$              15,000	$              1,558	$               16,558
Oct 20, 2011	Oct 20, 2012	12% per annum	$              15,000	$              1,253	$               16,253
Jan 23, 2012	Jan 23, 2013	12% per annum	$              10,000	$                 522	$               10,522
Jan 27, 2012	Jan 27, 2013	12% per annum	$              15,000	$                 764	$               15,764
Feb 13, 2012	Feb 13, 2013	12% per annum	$              10,000	$                 454	$               10,454
Apr 04, 2012	Apr 04, 2013	12% per annum	$              20,000	$                 572	$               20,572
Jun 14, 2012	Jun 14, 2013	12% per annum	$              10,000	$                   53	$               10,053
Total			$            245,000	$             29,324	$             274,324

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COMMON STOCK SHARES ISSUED TO ACQUIRE ANDEAN GEOTHERMIC (DETAILS) (USD $)	Nov. 05, 2010
Shares issued to Andean as per lease agreement	15,000,000
Per share value of shares issued to Andean as per lease agreement	$ 0.12
Additional amount paid in addition to shares issued to Andean	$ 25,000

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Entry to Definitive Material Agreement

3 Months Ended

Jun. 30, 2012

Entry to Definitive Material Agreement

Entry to Definitive Material Agreement

Note 15 Entry to Definitive Material Agreement

On March 9, 2012 the Company entered into an agreement with North Homestake Mining Company to exchange common stock to affect the acquisition of North Homestake’s gold exploration properties located in South Dakota. The closing of this agreement has not taken place and will be delayed until after certain filing requirements are met.

Conditions precedent to the closing of the transaction are: (i) The Company’s affecting a ten for one reverse split of its common stock; (ii) Changing the name of the Company to Dakota Territory Resource Corp; and, (iii) Applying for and changing the ticker symbol of the Company consistent with the proposed name change. The transaction was agreed to close on March 31, 2012, or as soon as is legally practicable in anticipation of regulatory review by the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

In order to affect implementation of the material definitive agreement, the Company and North Homestake on June 29, 2012 agreed to extend the time to complete the closure of the transaction until September 30, 2012.