UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2009

OR

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

From ________________ to ________________

HuntMountain Resources Ltd.

(Exact name of registrant as specified in its charter)

Washington	001-01428	68-0612191
(State or other jurisdiction of incorporation)	(Commission File  Number)	(IRS Employer Identification No.)

1611 N. Molter Road, Ste. 201  Liberty Lake, Washington	99019
(Address of principal executive offices)	(Zip Code)

(509) 892-5287

(Registrant's telephone number, including area code)

________________________________________________________

(Former name, former address & 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 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    o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (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    x          No    o

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date 76,251,362.

HUNTMOUNTAIN RESOURCES LTD.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER30, 2009

PART I

Item 1.   Financial Information

HuntMountain Resources Ltd. and Subsidiaries
(An Exploration Stage Enterprise)
Consolidated Balance Sheets
	September 30,			December 31,
	2009			2008
	(unaudited)
Assets
CURRENT ASSETS:
Cash and cash equivalents:
Cash	$	126,727		$	62,162
Short term cash investments - domestic		14,888			14,246
Short-term cash investments - Argentina		146,155			174,076
Total cash and cash equivalents		287,770			250,484
Receivables		152,382			153,135
Prepaid expenses		62,466			77,453
Accrued interest receivable		7,456			5,909
Deposits paid to vendors		584,000			584,000
Total current assets		1,094,074			1,070,981
PROPERTY AND EQUIPMENT, NET:		554,321			1,323,204
OTHER ASSETS:
Receivable - V.A. tax, Argentina, net		441,448			380,153
Land - La Josefina Estancia		710,000			710,000
Performance bond		183,193			98,927
Property deposits and property purchase option		341,500			341,500
Investments		7,331			7,331
Total other assets		1,683,472			827,911
Total assets	$	3,331,867		$	3,222,095
Liabilities and Stockholders’ Equity (Deficit)
CURRENT LIABILITIES:
Trade accounts payable	$	1,851,662		$	2,376,402
Accrued wages and related taxes		83,770			115,260
Employee expense payable		-			3,412
Tax payable, Argentina		58,932			123,290
Shareholder loan, including interest payable		-			1,898,534
Net short term note payable		2,583,842			-
Accrued interest on note payable		338,370			-
Other payable		-			202,500
Note payable		28,516			-
Total current liabilities		4,945,093			4,719,397
COMMITMENTS & CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock – 10,000,000 shares, $0.001 par value, authorized;-0- shares issued and outstanding		-			-
Common stock – 300,000,000 shares, $0.001 par value, authorized;76,251,362 shares issued and outstanding		76,251			76,251
Additional paid-in capital		58,478,873			50,975,578
Retained earnings - prior to exploration stage		90,527			90,527
Deficit accumulated during the exploration stage		(60,152,145	)		(52,448,659	)
Accumulated other comprehensive gain (loss)		(106,733	)		(190,999	)
Total stockholders’ equity (deficit)		(1,613,226	)		(1,497,302	)
Total liabilities and stockholders’ equity (deficit)	$	3,331,867		$	3,222,095
The accompanying condensed notes are an integral part of these consolidated financial statements.

HuntMountain Resources Ltd. and Subsidiaries
(An Exploration Stage Enterprise)
Consolidated Statements of Operations
	Three months ended September 30,						Nine months ended September 30,						From Inception of Development Stage
	2009			2008			2009			2008			July 1, 2005 through
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			September 30, 2009
INCOME:	$	-		$	-		$	-		$	-		$	-
EXPENSES:
Professional fees		156,687			242,207			566,468			669,279			2,195,693
Marketing		2,222			15,453			3,492			36,106			231,496
Exploration expenses		131,930			2,041,123			718,381			4,304,688			8,593,455
Travel expenses		25,683			81,608			110,429			214,667			667,408
Administrative and office expenses		73,829			118,103			239,906			296,264			985,996
Payroll expenses		162,467			241,893			602,154			660,181			2,465,014
Stock compensation expense		-			86,900			7,000			193,400			434,862
Common stock and options issued for services		-			52,000			-			127,000			479,838
Interest expense and banking charges		129,389			58,057			321,344			291,845			845,519
Other expense - Argentina		-			-			20,407			-			107,647
Value added tax net present value adjustment		23,234			-			110,044			-			1,063,564
Depreciation expense		21,867			12,754			67,490			27,887			165,136
		727,308			2,950,098			2,767,115			6,821,317			18,235,627
LOSS BEFORE OTHER INCOME		(727,308	)		(2,950,098	)		(2,767,115	)		(6,821,317	)		(18,235,627	)
OTHER INCOME/(EXPENSE):
Financing charge		-			(6,396,670	)		(2,837,295	)		(22,870,956	)		(31,687,292	)
Amortization of debt discount		(1,909,859	)		(2,962,173	)		(2,438,842	)		(6,857,457	)		(10,657,327	)
Dividend and interest income		3,762			2,071			13,593			6,071			94,086
Income from partnership interest		-			-			-			-			5,423
Gain on sale of fixed assets		-			-			5			-			2,424
Foreign exchange gain/(loss)		45,428			-			202,435			-			202,435
Accretion of VAT discount, Argentina		17,994			-			66,465			-			66,465
Net other income		-			(17,710	)		-			(23,852	)		-
Debt forgiveness		57,268			-			57,268			-			57,268
LOSS BEFORE INCOME TAXES:		(2,512,715	)		(12,324,579	)		(7,703,486	)		(36,567,510	)		(60,152,145	)
Income taxes:		-			-			-			-			-
NET LOSS AFTER TAXES from continued operations	$	(2,512,715	)	$	(12,324,579	)	$	(7,703,486	)	$	(36,567,510	)	$	(60,152,145	)
OTHER COMPREHENSIVE GAIN/(LOSS)		44,085			-			84,267			-			(106,733	)
COMPREHENSIVE LOSS	$	(2,468,631	)	$	(12,324,579	)	$	(7,619,219	)	$	(36,567,510	)	$	(60,258,878	)
BASIC AND DILUTED COMPREHENSIVE LOSS PER SHARE
based on weighted-average shares outstanding	$	(0.03	)	$	(0.18	)	$	(0.10	)	$	(0.88	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED		76,251,362			69,139,541			76,251,362			41,562,999
The accompanying notes are an integral part of these consolidated financial statements.

2

HuntMountain Resources Ltd. and Subsidiaries
(An Exploration Stage Enterprise)
Consolidated Statements of Cash Flows
							From Inception
	Nine months ended						of Exploration Stage
	September 30,						July 1, 2005 through
	2009			2008			September 30, 2009
	(unaudited)			(unaudited)			(unaudited)
Increase (Decrease) in Cash and Cash Equivalents
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,619,219	)	$	(36,567,510	)	$	(60,067,878	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		67,490			27,887			165,136
Stock option compensation expense		7,000			193,400			434,862
Common stock and options issued for services		-			127,000			479,838
Financing charge		2,837,295			22,870,956			31,687,292
Amortization of debt discount		2,438,842			6,857,457			10,657,327
Gain on sale of precious metal investments		-			-			(15,194	)
Value added tax net present value adjustment		110,044			-			110,044
Accretion of VAT discount		(66,465	)		-			(66,465	)
Decrease (increase) in receivables		(170,941	)		(888,969	)		(704,229	)
Decrease (increase) in prepaid expenses		14,987			10,136			(62,466	)
Decrease (increase) in deposits paid to vendors		-			-			(584,000	)
Accrued interest income		(1,548	)		-			(7,456	)
Increase (decrease) in accounts payable		(623,999	)		783,708			1,834,979
Increase in interest payable, shareholder loan		309,837			-			338,371
Increase in accrued liabilities		-			(21,596	)		146,385
Increase (decrease) in other payable		(202,500	)		-			-
Increase in note payable		28,516			-			28,516
Net cash used in operating activities		(2,870,660	)		(6,607,531	)		(15,624,938	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Land purchases		-			-			(710,000	)
Performance bond		-			-			(247,486	)
Property deposits		-			(135,000	)		(271,500	)
Property purchase option		-			-			(70,000	)
Sale of precious metal investments		-			-			28,913
Acquisition of equipment		(5,665	)		(413,582	)		(717,528	)
Net cash used in investing activities		(5,665	)		(548,582	)		(1,987,601	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible note financing		2,905,466			7,034,754			13,817,028
Proceeds from sale of common stock		-			-			1,132,870
Proceeds from shareholder loan		-			-			1,870,000
Net cash provided by financing activities		2,905,466			7,034,754			16,819,898
Effect of currency translation on cash		8,145			(294,790	)		(27,509	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		37,287			(416,148	)		(820,150	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD		250,484			653,304			1,107,921
CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD	$	287,770		$	237,155		$	287,770
Supplemental Disclosures of Cash Flow Information:
NON-CASH FINANCING ACTIVITIES:
Conversion of note into equity		-			10,163,010			10,313,010
Cashless exercise of options		-			189			188,829
Accrued interest		(309,837	)		246,413			(750,068	)
Conversion of accrued interest into equity		-			411,562			411,562
Conversion of shareholder loan to convertible note		3,760,500			-			3,760,500
Income taxes, paid net of refunds:		-			-			-
Interest paid:		-			-			-
The accompanying notes are an integral part of these consolidated financial statements.

3

HuntMountain Resources Ltd. and Subsidiaries

Condensed Notes to Consolidated Financial Statements (unaudited)

Note 1: Basis of Presentation

HuntMountain Resources Ltd. (the Company), a Washington corporation, was formed in 2005 when Metaline Mining and Leasing Company, a Washington corporation since 1927, merged with and into the Company in August 2005.  The Company’s business plan is to acquire interests in exploration properties in North and South America.  As of the end of 2008, the Company had acquired one exploration property in Nevada, seven properties in the province of Santa Cruz in Argentina, one property in Mexico and an option on two properties in Quebec. The Company continues to actively evaluate additional properties in North and South America.

The unaudited financial statements have been prepared by the management of the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations.  These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on April 14, 2009.  In the opinion of management of the Company, the foregoing statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2009 and its results of operations and cash flows for the three month and nine month periods ended September 30, 2009 and September 30, 2008.  The interim results reflected in the foregoing financial statements are not considered indicative of the results expected for the full fiscal year.

The accompanying consolidated financial statements include the accounts of HuntMountain Resources Ltd. (“HMR”), a Washington corporation, its wholly-owned Canadian subsidiary HuntMountain Resources LTD (“HMR LTD”), HMR’s wholly owned Mexican subsidiary Cerro Cazador Mexico S.A. De C.V. (“CCM”), HMR’s wholly-owned subsidiary HuntMountain Investments, LLC (“HMI”), and Cerro Cazador S.A. (“CCSA”), an Argentine subsidiary 95% owned by HMR and 5% owned by HMI.

HMR LTD is incorporated in British Columbia and provincially registered in Yukon.  HMR LTD was formed for the purpose of holding Canadian exploration properties, should the Company acquire an interest in any such properties.  CCM was incorporated to acquire a property package in Chihuahua, Mexico. HMI was incorporated for the specific purpose of holding shares in subsidiary companies.  CCSA was formed in Argentina for the purpose of holding Argentine exploration properties and executing agreements in Argentina.

Note 2: Going Concern

As shown in the accompanying financial statements, the Company has had no revenues and has incurred an accumulated deficit from the inception of the development stage of approximately $60,195,443 through September 30, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

Historically, the Company has funded its operations with proceeds from related party loans that were converted into shares of its common stock. Should the Company be unsuccessful in raising additional funds through future private placements, its business, and, as a result, its financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to the Company’s ability to continue as a going concern remains as of the date of these financial statements.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. An estimated $3,000,000 is believed necessary to continue operations and increase development through the next twelve months. The timing and amount of capital requirements will depend on a number of factors, including exploration and acquisition expenses and the general operations of the continuing operations of the Company.

4

Note 3: Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Accounts Receivable

The Company carries its accounts receivable at net realizable value. On a periodic basis, the Company evaluates its accounts receivable and determines if an allowance for doubtful accounts is necessary, based on a history of past write-offs and collections and current credit conditions. At September 30, 2009 the Company’s accounts receivable balance was $154,296 compared to $153,135 at December 31, 2008. The Company’s receivables balance includes no allowance for doubtful accounts based upon management’s expectations and analysis.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less. In the normal course of business, 30% of all funds wire transferred from the Company to CCSA are withheld by the Government of Argentina. These withheld amounts are invested in money market instruments until the Government of Argentina approves CCSA’s formal application for release. Funds held in this fashion are included in short-term cash investments.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries after elimination of intercompany accounts and transactions. All of the wholly owned subsidiaries of the Company are named above in Note 1 – Basis of Presentation.

Marketable Securities

The Company accounts for marketable securities in accordance with FASB ASC Topic 320 Investments Debt and Equity.  Debt securities and equity securities that have readily determinable fair values are to be classified in three categories:

Held to Maturity – the positive intent and ability to hold to maturity.  Amounts are reported at amortized cost, adjusted for amortization of premiums and accretion of discounts.

Trading Securities – bought principally for purpose of selling them in the near term.  Amounts are reported at fair value, with unrealized gains and losses included in earnings.

Available for Sale – not classified in one of the above categories.  Amounts are reported at fair value, with unrealized gains and losses excluded from earnings and reported separately as a component of stockholders’ equity.

At this time, the Company holds securities classified as available for sale.  See Note 6 - Investments for further details.

Mineral Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no economic ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis over proven and probable reserves.

5

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to the consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Equipment

The Company evaluates equipment for impairment annually, or when events or changes in circumstances indicate that the related carrying amount may not be recoverable.  If the sum of estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset grouping, an asset impairment is considered to exist.  The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset.  Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company’s financial position and results of operations.  To date no such impairments have been identified.

Office Equipment and vehicles are stated at cost and depreciated on the straight-line basis over an estimated useful life of 3 years.

Drilling and excavation equipment is stated at cost on the balance sheet for September 30, 2009. The Company has not begun depreciating drilling and excavation equipment because the equipment has not been placed into service.

Earnings Per Share

The Company follows guidance provided by FASB ASC Topic 260 Earnings Per Share, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Although there were common stock equivalents outstanding on September 30, 2009, they were not included in the calculation of earnings per share because they would have been considered anti-dilutive.

Basic earnings per share are computed using the weighted average number of shares outstanding during the years (76,251,362 in the third quarter of 2009 and 69,139,541 in the third quarter of 2008).

As of September 30, 2009 and 2008, the Company had outstanding options and warrants for a total of 47,941,248 and 46,401,248, respectively, of additional shares which were considered anti-dilutive.

Deferred Income Tax

Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting.  A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset.

Reclamation and Remediation

Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated.

6

Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology and inflation. Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated liability.

Recent Accounting Pronouncements

In May, 2009, FASB issued ASC 855 Subsequent Events which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be issued.   The Company does not expect that the adoption of this standard to have a material impact on our financial statements.

 In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.

SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited.  The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.

SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, which is codified in FASB ASC 105, Generally Accepted Accounting Principles (“ASC 105”). ASC 105 establishes the Codification as the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We adopted the requirements of ASC 105 in the third quarter of 2009; the adoption had no material effect on the Company’s financial condition or results of operation.

7

Fair Value Measurements

The Company's financial instruments as defined by FASB ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2009. The performance bond was marked to market on September 30, 2009 and September 30, 2008.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.  FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1: Quoted prices are available in active markets for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3: Pricing inputs include significant inputs that are generally unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Company’s needs.

As required, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following table discloses by level within the fair value hierarchy the Company’s assets and liabilities measured and reported on the Consolidated Balance Sheets as of September 30, 2009, at fair value on a recurring basis:

	Total		Level I		Level II		Level III
Assets:
Performance bond	$	185,741	$	185,741	$	0	$	0
Receivable – V.A. Tax		447,859		0		0		447,859
Total:	$	633,600	$	185,741	$	0	$	447,859

The performance bond, required to secure the Company’s rights to explore the La Josefina property, is a step-up coupon US dollar bond issued by the Government of Argentina with a face value of $600,000 and a maturity date of 2035. The bond was originally purchased for $251,613 and had a value of $185,741 on September 30, 2009.

The Receivable - V.A. Tax accrued due to the payment of valued added tax on certain transactions in Argentina. The Company will realize this credit as an offset against V.A. taxes due on future revenues.  This asset is reported at net present value based upon the Company’s estimate of an expected benefit period of 7 years and a discount rate of 18.6% based upon the average Argentine interest rates.

Concentration of Credit Risk

The Company maintains its cash and cash equivalents in multiple financial institutions.  Balances in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per institution.  Balances on deposit may occasionally exceed FDIC insured amounts.All of the Company’s cash in U.S. bank accounts was FDIC insured at September 30, 2009. The Company also maintains cash in an Argentine bank. The Argentine accounts, which had a U.S. dollar balance of $250,849 at September 30, 2009, are considered uninsured.

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Foreign Currency Translation

Our international operations use the US Dollar as their functional currency. The financial statements of international subsidiaries are translated to their U.S. dollar equivalents at end-of-period currency exchange rates for monetary assets and liabilities and at average currency exchange rates for revenues and expenses. Translation adjustments for international subsidiaries are recorded as a loss in the accompanying Consolidated Statements of Operations. Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized as incurred in the accompanying Consolidated Statements of Operations, except for certain inter-company balances designated as long-term investments.

Other Comprehensive Income

The Company follows guidance provided by FASB ASC Topic 220 “Comprehensive Income”, which establishes guidelines for the reporting and display of comprehensive income (loss) and its components in financial statements. Comprehensive income (loss) includes the accrued gain or loss on the performance bond. (discussed in Note 5 – Performance Bond).

Derivative Instruments

The Company follows guidance provided by FASB ASC 815, Derivatives and Hedging, which is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance and cash flows. Entities are required to provide enhanced disclosures about how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under ASC 815; and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows.  ASC 815 was effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, which for the Company was the fiscal year beginning January 1, 2009.  The Company adopted ASC 815-10-65 at January 1, 2009; however the adoption of this statement did not have a material effect on its financial results.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivative contracts to hedge existing risks.

Compensated Absences

The Company has not accrued for compensated absences because the amounts are deemed to be immaterial.

Reclassifications

Certain prior year amounts in the accompanying financial statements have been reclassified to conform to the fiscal 2008 presentation. These reclassifications have resulted in no changes to the Company’s accumulated deficit or the net loss presented.

Beneficial Conversion Feature of Convertible Notes

Following the guidance provided by ASC Topic 470 “Debt with Conversion and Other Options”, the Company allocated proceeds first to the warrants issuable upon conversion of the note. The value of the warrants was recorded on the balance sheet as debt discounts and increases to shareholder’s equity. The debt discounts are being amortized over the remaining life of the convertible note. The value of warrants in excess of the actual debt advance amounts were expensed as financing fees.

Once the Company allocated proceeds of convertible note advances to the warrant values, the embedded conversion feature of shares issuable on conversion of the notes was recognized. All amounts relating to the share values were expensed as financing fees.

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Note 4: Stock option plan

The Company’s 2005 Stock Plan permits the granting of up to 3,000,000 non-qualified stock options, incentive stock options, and restricted shares of common stock to employees, directors, and consultants.  At September 30, 2009, there were 2,295,000 stock options granted to directors, employees, or consultants of which 2,245,000 options were vested as of September 30, 2009. The fair value of each option is estimated on the vesting date using the Black-Scholes option pricing model.

There were no options that vested during the quarter ended September 30, 2009; therefore, the Company’s total stock option expense for the quarter was zero.  Expenses for the remaining options will be recorded as they vest through 2012.

The following table summarizes the terms of the options outstanding at September 30, 2009:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Number of Exercisable Options at September 30, 2009
		90,000	$	0.20		2.39		90,000
		700,000	$	0.25		1.85		700,000
		100,000	$	0.30		2.08		100,000
		10,000	$	0.34		0.83		10,000
		50,000	$	0.38		3.84		50,000
		650,000	$	0.45		2.81		650,000
		5,000	$	0.55		1.75		5,000
		55,000	$	0.60		3.23		55,000
		150,000	$	0.63		2.59		150,000
		100,000	$	0.64		3.95		100,000
		100,000	$	0.67		4.67		50,000
		285,000	$	0.76		3.61		285,000
TOTALS		2,295,000	$	0.44		2.71		2,245,000

Note 5: Performance bond

During the quarter ended March 31, 2007, the Company's wholly-owned subsidiary, Cerro Cazador S.A., was required to purchase a performance bond as a condition of the exploration agreement on the La Josefina property in Argentina.  The bond was originally purchased for $251,613 and had a value of $214,762 at December 31, 2007. As of the quarter ended September 30, 2009, the value of the bond decreased to $185,741. The decline in value is presented on our balance sheet as Other Comprehensive Income (Loss). The bond has a face value of $600,000, or 10% of our required investment under the terms of the agreement.

Note 6: Investments

The Company holds an interest in two units of Pondera Partners, Ltd., a producing oil project located in Teton County, Montana. This investment was valued at cost on the Company’s balance sheet at $7,331 on September 30, 2009.

Note 7: Convertible Note

On June 2, 2009, pursuant to approval from its board of directors, the Company obtained an unsecured loan for multiple advances up to $5,000,000 (“the June 2009 Note”) from Hunt Family Limited Partnership (“HFLP”), a related party. The June 2009 Loan supersedes and replaces the shareholder loan owed to HFLP that had a balance of $3,198,510 on March 31, 2009.

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The June 2009 Note, which matures on December 31, 2009, bears interest at a rate of eleven percent (11%) per annum. All principal and accrued interest balances due pursuant to the June 2009 Note are convertible at the option of the holder into units of the Company’s common stock, at a conversion price of $0.10 per unit, where each unit consists of one share and one warrant to purchase a common share. Each warrant issued pursuant to conversion of the June 2009 Note shall have an exercise price of $0.10 per share and a seven (7) year expiration from the date of issuance.

In addition, concurrently and in consideration for the issuance of the June 2009 Note, all warrants previously issued to HFLP pursuant to the conversion of Notes shall be cancelled and an equal number of warrants to acquire common shares at an exercise price of $0.10 and a maturity date of April 22, 2016 shall be issued. On June 2, 2009 the Company recognized a financing fee expense of $2,837,295 to reflect the difference in the Black-Scholes valuation of the new warrants and the cancelled warrants.

Concurrently and in consideration for the issuance of the June 2009 Note the Company granted to HFLP a 3% Net Smelter Royalty (“NSR”) on all of the Company’s resource properties in Mexico, past, present and future. The Company also granted an additional 2,000,000 warrants with a $0.10 exercise price and a seven year term in conjunction with the inception of the June Note structure.

The Company recognized the beneficial conversion feature associated with the June Note’s convertibility into shares and warrants. The total value of the shares was determined based on the trading price of the Company’s shares at the time of the draw on the June Note. The total value of warrants was determined using the Black Scholes option pricing model. In employing this model, the Company used the actual three month T-Bill rate on the advance dates for the risk-free rate. Similarly, the actual share price on advance dates was used in the calculation.  The Company assumed expected volatility of 105.06%, no dividends and a five year horizon in all Black Scholes option pricing calculations.

In the third quarter of 2009, $853,500 was received under the June Note and the total value of warrants from issuances of the June Note was $947,278 and the total value of shares was $1,133,600. Since the value of beneficial conversion feature exceeded the amount borrowed, the Company recognized a debt discount to completely offset the amount borrowed. Total advances in 2009 under the June Note equal $2,934,000. As of September 30, 2009 the balance of the June Note is:

Principal	$	4,804,000
Discount		2,220,158
Net	$	2,538,842

Note 8: Commitments and Contingencies

On June 24, 2009 the Company entered into a Letter of Intent with a Canadian Capital Pool company (“the CPC”) pursuant to which the CPC intends to acquire all of the issued and outstanding shares of Cerro Cazador S.A. (“CCSA”), the Company’s Argentine subsidiary, in a reverse takeover transaction (“RTO”). In conjunctions with this proposed transaction, the CPC intends to raise funds through the issuance of common shares. All of the funds raised pursuant to this share issuance will be used for CCSA’s ongoing operations.  Upon completion of the RTO, the Company would own 68.8% of the CPC’s issued and outstanding common shares and 100% of its non-voting convertible preferred shares. The company’s post-RTO fully diluted equity ownership of the CPC will be 79.1%.

Note 9: Subsequent events

Subsequent to September 30, 2009 the Company borrowed an additional $45,000 pursuant to the June Note.

The Company has evaluated subsequent events through November 19, 2009, the date the financial statements were available for issue.

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

Forward Looking Statements

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This form 10-Q and other documents we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions.  All statements other than statements of historical facts are forward-looking statements, including any statements of the plans and objectives of management for future operations, projections of revenue earnings or other financial items, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing.  Some of these forward-looking statements may be identified by the use of words in the statements such as “anticipate,” “estimate,” “could,” “would,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “should,” “may,” “assume,” “continue,” variations of such words and similar expressions.  These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict.  We caution you that our performance and results could differ materially from what is expressed, implied, or forecast by our forward-looking statements due to general financial, economic, regulatory and political conditions affecting the economy and markets, as well as more specific risks and uncertainties affecting the Company.  The Company operates in a rapidly changing environment that involves a number of risks, some of which are beyond the Company’s control.  Future operating results and the Company’s stock price may be affected by a number of factors.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “ITEM 1. BUSINESS,” and all subsections therein, including, without limitation, the subsection entitled, “FACTORS THAT MAY AFFECT THE COMPANY,” and the section entitled “MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS,” all contained in our Annual Report on Form 10-K for the year ended December 31, 2007.  Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect.  Therefore, you should not rely on any such forward-looking statements.  Furthermore, we do not intend (and we are not obligated) to update publicly any forward-looking statements.  You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission.

Overview

We are engaged in the business of acquiring, exploring and developing mineral properties, primarily those containing gold, silver and associated base metals. Through our Latin American subsidiaries we hold mining claims in Santa Cruz province, Argentina and the state of Chihuahua, Mexico. Additionally, we hold an option to acquire a 100% interest in two properties in the province of Quebec, Canada and a 10 year lease on a mining property in the state of Nevada.

The Company is currently evaluating other exploration and development properties in North and South America.

On June 24, 2009 the Company announced that it had entered into a Letter of Intent with Sinomar Capital Corp. (“Sinomar”), a Canadian Capital Pool Corporation, pursuant to which Sinomar will acquire all of the issued and outstanding shares of CCSA in a reverse takeover (“RTO”) transaction. This transaction is intended to be Sinomar’s Qualifying Transaction pursuant to Policy 2.4 of the TSX Venture Exchange and is therefore subject to regulatory approval. Upon completion of the RTO, the Company would own 68.8% of Sinomar’s issued and outstanding common shares and 100% of Sinomar’s non-voting convertible preferred shares. The company’s post-RTO fully diluted equity ownership of Sinomar is 79.1%.

In conjunction with the RTO, Sinomar and the Company engaged Wolverton Securities to raise a minimum of CDN$2,000,000 and a maximum of CDN$3,000,000 via short form offering document and private placement.

Results of Operations

Three month period ended September 30, 2009 compared to September 30, 2008

We had no revenues from operations during the recently completed quarter. Our only income has been derived from interest and dividends on our cash and cash investments. Interest and dividend income for the three-month period ended September 30, 2009 increased to $14,310 from $2,071 for the same period ended September 30, 2008. This increase was due to higher interest income during the quarter ended September 30 2009 relative to the quarter ended September 30, 2008.

We had a comprehensive loss of $2,468,631 during the three-month period ended September 30, 2009.  This compares to a comprehensive loss of $12,324,579 during the three-month period ended September 30, 2008. The decrease in our comprehensive loss was due to significantly lower financing charges and amortization of debt discount expense relating to the Company’s convertible notes and lower exploration expenditures.

During this most recently completed quarter, the Company primarily focused its exploration expenditures in Argentina.

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We anticipate continuing net losses until such time as we sufficiently develop properties for production or subsequent acquisition by another company. Our ongoing expenses consist of exploration expenses on properties that we have acquired; payroll; investor relations and marketing; travel, administrative and office expenses; accounting, legal, and consulting expenses related to complying with reporting requirements of the Securities Exchange Act of 1934; and expenses incurred in the search for exploration properties that meet our acquisition criteria.

Working Capital, Cash and Cash Equivalents

The Company’s working capital deficit for the nine month period ending September 30, 2009 was $(3,851,019) compared to $(3,648,416) on December 31, 2008. The ratio of current assets to current liabilities was 0.22  to 1 at September 30, 2009 compared to 0.23 to 1 at December 31, 2008. Working capital decreased during the nine month period ended September 30, 2009 compared to the same period in 2008 due primarily to the Company’s shareholder loan balance and a reduction in short term investments.

Net cash used in operating activities was $2,870,660 for the nine month period in 2009 compared with $6,607,531 used in operating activities in the same period during 2008.  The decrease is the result of a reduction in net loss during the six months ended September 30, 2009.

During the nine month period ending September 30, 2009, investing activities used $5,665 compared with $548,582 during that same period in 2008. The decrease relates to the Company’s purchase of a drill rig and excavation equipment in the nine month period ended September 30, 2009.

Cash flow from financing activities was $2,905,466 during the nine month period ended September 30, 2009 compared to $7,034,754 during that same period in 2008. The decrease is due to a reduction of convertible note financing in the nine month period ended September 30, 2009.

As a result, cash and cash equivalents increased by $37,287 during the nine month period ended September 30, 2009. This compares to a decrease in cash and cash equivalents of $416,148 in the nine month period ended September 30, 2008. The Company has cash and cash equivalents of $287,770 as of September 30, 2009. It will be necessary for the Company to raise additional capital to continue the Company's business activities.

Trade accounts payable decreased to $1,851,662 from $2,376,402 on December 31, 2008 as a result of decreased exploration activity in Argentina.

Item 3. Quantitative & Qualitative Disclosures about Market Risk

Not Applicable.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

 In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

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b) Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended September 30, 2009, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

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

ITEM 2. RECENT SALES OF 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

Not applicable

ITEM 5. OTHER INFORMATION

None

Item 6. Exhibits

31.1--Certification required by Rule 13a-14(a) or Rule 15d-14(a). Tim Hunt

31.2--Certification required by Rule 13a-14(a) or Rule 15d-14(a). Bryn Harman

32.1--Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002,  18 U.S.C. Section 1350, Tim Hunt

32.2--Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002,  18 U.S.C. Section 1350, Bryn Harman

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HUNTMOUNTAIN RESOURCES LTD.

BY:	TIM HUNT	DATE:  November 20, 2009
	TIM HUNT, CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
BY:	BRYN HARMAN	DATE: November 20, 2009
	BRYN HARMAN, CHIEF FINANCIAL OFFICER

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