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EX-21.1 - LIST OF SUBSIDIARIES - MAVERICK MINERALS CORPexhibit21-1.htm
EX-31.1 - SECTION 302 CERTIFICATION - MAVERICK MINERALS CORPexhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION - MAVERICK MINERALS CORPexhibit32-1.htm

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

FORM 10-K

(Mark One)

[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to________________

Commission file number 000-25515

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

Nevada 88-0410480
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
2501 Lansdowne Ave.,  
Saskatoon, Saskatchewan, Canada S7J 1H3
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 306-343-5799

Securities registered under Section 12(b) of the Act:

None N/A
Title of each class Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value
(Title of class)

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes[ ] No[ x ]

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes[ ] No [ x ]

Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes[ x ] No[ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes[ ] No[ ]

     Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]

Indicate by checkmark 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 [ ]

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

Smaller reporting company [ x ]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $67,530 based on a price of $0.05 per share, being the last price at which the registrant’s common equity was sold.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 10,476,761 issued and outstanding as of April 14, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable

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PART I

Forward Looking Statements.

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

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

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

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

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

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

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

ITEM 1. BUSINESS

Corporate History

We were incorporated in the State of Nevada on August 27, 1998 under the name “Pacific Cart Services Ltd.” Following our incorporation, we pursued opportunities in the business of franchising fast food distributor systems.

We were not successful in implementing our business plan as a fast food distributor systems business. As management of our company investigated opportunities and challenges in the business of being a fast food distributor systems company, management realized that the business did not present the best opportunity for our company to realize value for our shareholders. Accordingly, we abandoned our previous business plan.

On March 22, 2002, we changed our name to Maverick Minerals Corporation to reflect our change in focus to holding and developing mineral and resource projects. We are an exploration stage company that has not yet generated or realized any revenues from our business operations.

From November 2001 until February 2003, we held a 100% interest in the Silver, Lead, Zinc, Keno Hill mining camp in Yukon, Canada through our then subsidiary, Gretna Capital Corporation. Despite a tenure marked by historic maintenance cost reductions and extensive research into a new hydrometallurgical approach to production and environmental remediation at the mine site, the project endured through a period of low commodity prices. On January 1, 2003 we defaulted on a payment of Cdn$1,050,000 required under an agreement of purchase and sale for the acquisition of an interest in the project. Due to the default, the Company was divested of its claims by its creditors by way of court action which culminated on February 14, 2003.

On April 21, 2003 we closed a transaction, as set out in the Purchase Agreement with UCO Energy Corporation (“UCO”) to purchase the outstanding equity of UCO. To facilitate the transaction, we issued 3,758,040 common shares in exchange for all the issued and outstanding common shares of UCO. As a result of the transaction, the former shareholders of UCO held approximately 90% of the issued and outstanding common shares of Maverick. A net distribution of $944,889 was recoded in connection with the common stock of Maverick for the acquisition of UCO in respect of the Company’s net liabilities at the acquisition date. UCO was in the business of pursuing opportunities in the coal mining industry. From July 7, 2003 until March 5, 2004, we were engaged in the waste coal recovery business by way of a lease agreement at the Old Ben Mine near Sesser, Illinois. We extracted coal fines from holding ponds with a leased dredge and subsequently dried them in a fines plant and sold the dried product to an electrical utility. The operation was conducted in our wholly owned subsidiary UCO.

Effective March 5, 2004, we were in default of our lease agreement that granted access to the waste coal. Default was a function of equipment malfunction and equipment lease default. Extensive efforts to refinance our coal recovery activities were undertaken post default in an effort to return to production. These efforts proved unsuccessful. In April, 2004 Maverick instituted new management at the annual meeting of its wholly-owned subsidiary, UCO Energy Corp. Subsequent to these events, our subsidiary reached a settlement agreement with the lessor of the coal lands and the lessor of our dredging equipment. The settlement provided for a mutual release between our subsidiary and each lessor independently.

Maverick incorporated a wholly-owned subsidiary, Eskota Energy Corporation, Inc. (“Eskota”) a Texas company, in August, 2005. Eskota entered into an Assignment Agreement with Veneto Exploration LLC of Plano, Texas (“Veneto”) on August 18, 2005 pursuant to which we acquired certain petroleum and natural gas rights and leases, know as the S. Neill Unitized lease (the “Eskota Leases”) comprising a 75%+/- NRI and 100% working interest in approximately 6,000 acres in central Texas approximately 9 miles east of the town of Sweetwater, in exchange for a $1,400,000 note payable. An additional $375,000 cash was paid by the Company for the acquisition of the Eskota Leases.

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Eskota was to receive all revenue rightfully owed under the above noted leases. Eskota agreed to contribute not less than $400,000 towards capital improvements on the said lease and equipment during the first twelve months after closing. The parties agreed to negotiate a reasonable covenant to ensure these expenditures were made. A note payable was signed on August 31, 2005 between Eskota and Veneto whereby Eskota promised to pay Veneto $700,000 before August 31, 2006, and $700,000 by May 31, 2007. In light of the above deadlines and the fact that the purchase price was predicated partially on down hole success from the initial re-works, management determined that it was not prudent to proceed with further investment on the property and that settlement discussions should begin with Veneto for a mutual release and return of the property and retirement of the promissory note of $1,400,000 issued by the Company. The effect of the initial failure to increase production from the first two attempts to restore the existing wells was reflected in an asset impairment charge taken by the Company of $419,959 on its fiscal year end financial statement dated December 31, 2005.

In June 2005, the Company cancelled 5,437,932 common shares, under an agreement with certain stockholders, which included the former stockholders of UCO, and two other stockholders including the CEO of the Company. The former stockholders of UCO surrendered the majority of the shares which was approximately 95% of the total common shares that they held at the time. As a result of the share cancellation, one single common stockholder emerged as the majority stockholder with approximately 76% of the total issued and outstanding common shares.

In December 2005, Veneto gave notice to Eskota and Eskota’s customers, to direct any cash payments relating to the Eskota Leases to Veneto directly as a result of non-payment of various payables by Eskota in relation to the Eskota Leases. As a result of this action, all revenues generated from the Eskota Leases were recognized by Veneto, and any expenses and obligations arising from the Eskota Leases after the notice was given, were assumed by Veneto. As a result, Eskota did not recognize revenue or operating expenses from the Eskota Leases during the year ended December 31, 2006.

On December 14, 2009, we entered into a farm-out agreement (the “Farmout Agreement”) with Southeastern Pipe Line Company (“SEPL”) pursuant to which we acquired the right to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas (collectively, the “Leases”) and to the lands covered thereby. As a result of the closing of the Farmout agreement, our company ceased to be a shell company as defined in Rule 12b-2 of the United States Securities Exchange Act of 1934, as amended.

Recent Corporate Developments

Since the commencement of our fourth quarter ended December 31, 2009, we experienced the following significant corporate developments:

  1.

On November 26, 2009, we entered into a subscription agreement with Robert Kinloch pursuant to which Mr. Kinloch purchased one convertible debenture (the “Debenture”) in the aggregate principal amount of $100,000 in settlement of $100,000 of outstanding payable owed by the Company to Mr. Kinloch. The Debenture is convertible into shares of the Company’s common stock, par value $0.001 at a deemed conversion price per share of $0.30 for an aggregate purchase price of $100,000. The Debenture is payable on demand, and bears interest at the rate of 8% per annum, payable on the date of conversion of the Debenture. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the date the Debenture is issued until payment in full of the principal amount, together with all accrued and unpaid interest and other amounts which may become due have been made.

     
  2.

On December 11, 2009, we entered into a consulting agreement with Leighton F. Young Jr., pursuant to which we agreed to issue to Mr. Young 175,000 shares of our common stock as payment for geological consulting services provided by Mr. Young to the Company including geological services associated with the interpretation and preparation of subsurface mapping.

     
  3.

On December 11, 2009, we entered into a second consulting agreement with Bob Fendley, pursuant to which we agreed to issue to Mr. Fendley 175,000 shares of our common stock as payment for geological consulting services provided by Mr. Fendley to the Company including geological services relating to the interpretation of geologic data on the East Bernard Prospect.

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  4.

On December 14, 2009, we entered into a farm-out agreement (the “Farmout Agreement”) with Southeastern Pipe Line Company (“SEPL”) pursuant to which we acquired the right to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas and to the lands covered thereby. See “Farm-out Agreement with Southeastern Pipe Line Company” below.

     
  5.

Effective December 17, 2009, we entered into a subscription agreement with a U.S. subscriber pursuant to which the subscriber purchased one convertible debenture in the aggregate principal amount of $35,625. The Debenture is convertible into shares of the Company’s common stock, par value $0.001 at a deemed conversion price per share of $0.75. The debenture is payable on demand, and bears interest at the rate of 8% per annum, payable on the date of conversion of the Debenture. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the date the Debenture is issued until payment in full of the principal amount, together with all accrued and unpaid interest and other amounts which may become due have been made.

     
  6.

On December 31, 2009, we effected a ten (10) for one (1) stock split of our issued and outstanding shares of common stock. As a result, our issued and outstanding share capital decreased from 104,767,208 shares of common stock to 10,476,721 shares of common stock. The reverse stock split became effective with FINRA’s Over-the-Counter Bulletin Board at the opening for trading on December 31, 2009 under the new stock symbol “MVRMD”. Our new CUSIP number is 577707 300.

Our Current Business

We are currently an exploration stage company engaged in the acquisition, exploration, and development of prospective oil and gas properties. Our current business focus is to implement the terms of the Farmout Agreement pursuant to which we intend to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas owned by SEPL. Subject to receipt of additional financing our initial operations during the next quarter are to locate suitable locations to drill, drilling, and determining if an initial test well is viable. If the well is viable and we can develop the well, we intend to drill an initial test well and to earn an interest in the mineral leases subject to the Farmout Agreement. If the well is not viable, we intend to plug the well. Our anticipated 2010 drilling program is expected to target the Wilcox Trend, a vast depositional sand zone with a history of natural gas and condensate production. The Wilcox Trend is articulated into the upper, middle, and lower Wilcox. We intend to target the middle Wilcox to a depth of between 12,500 and 13,500 feet.

Concurrent with our entry into the Farmout Agreement, we acquired from a consulting geologist, detailed proprietary geology on the property subject to the Farmout Agreement. The dataset includes seismic and geological interpretations of the underlying geology from historic data. In addition, we obtained access to log data from a well drilled to 12,200 feet in 2003 on the Farmout acreage.

Farm-out Agreement with Southeastern Pipe Line Company

On December 14, 2009, we entered into a farm-out agreement with Southeastern Pipe Line Company pursuant to which we acquired the right to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas (collectively, the “Leases”) and to the lands covered thereby subject to certain conditions, including the following:

  (i)

Payment of a non-refundable fee of $350,000 to SEPL;

     
  (ii)

Commencement of continuous and actual drilling operations on an oil or gas well to an objective formation (as such term is defined in the agreement) on the undeveloped Leases on or prior to December 14, 2010;

     
  (iii)

Completion of drilling on every drillable tract of the undeveloped Leases prior to commencing drilling operations on the developed Leases;

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  (iv)

Completion of the drilling of at least four wells on the undeveloped acreage to the objective formation and commence commercial production on such wells within 120 days after completion of drilling with the option to pay $250,000 per well to opt out of the requirement to drill up to two of the four wells;

     
  (v)

Upon earning the interest in the Leases, Maverick agrees to enter into a Joint Operating Agreement in the form of AAPL 610 Model Form 1989 with 2005 COPAS accounting procedure to govern operations by the parties on the Leases, and SEPL agrees to assign its 100% interest in the Leases to Maverick subject to reserving an overriding royalty interest equal to the difference between all the existing lease burdens of record in effect as of October 1, 2009 and 30%, thereby delivering to Maverick a 70% net revenue interest in the Leases; and

     
  (vi)

Maverick granting an option to SEPL pursuant to which SEPL may after all drilling and completion cost have been recovered by Maverick, back-in a 25% of eight-eighths working interest (subject to proportionate reduction if Maverick’s acreage covers less than the entirety of the mineral interest under the proration spacing unit drilled), on a well-by-well basis.

Pursuant to the terms of the Farmout Agreement if we fail to commence the drilling operations on the Initial Test Well by the Completion Date the agreement terminates immediately and the Company forfeits the Fee. Provided we establish commercial production and meet the earning requirements for the Initial Test Well, we have an option to develop additional wells (“Subsequent Wells”) within one hundred and eighty days after the completion of the Initial Test Well, Substitute Initial Test Well or a Subsequent Well. Also, pursuant to the terms of the agreement we agreed to indemnify SEPL and its affiliates from all claims arising from the drilling or operations of the Initial Test Well or any Subsequent Well.

Competition

We are an exploration stage company engaged in the acquisition of a prospective mineral or oil and gas properties. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We will also compete with other junior mineral resource exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral resource exploration companies. The presence of competing junior mineral resource exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

We also compete with other junior and senior mineral resource exploration companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

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Compliance with Government Regulation

Our business is subject to various federal, state and local laws and governmental regulations that may be changed from time to time in response to economic or political conditions. We are required to comply with the environmental guidelines and regulations established at the local levels for our field activities and access requirements on our permit lands and leases. Any development activities, when determined, will require, but not be limited to, detailed and comprehensive environmental impact assessments studies and approvals of local regulators.

Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with the mining and oil and gas industries which could result in environmental liability. A breach or violation of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental assessments are increasingly imposing higher standards, greater enforcement, fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance in respect of environmental regulation has the potential to reduce the profitability of any future revenues that our company may generate.

Employees

We have no employees other than Robert Kinloch, our president, chief executive officer, chief financial officer and our sole director and Donald Kinloch, our secretary and treasurer. We anticipate that we will be conducting most of our business through agreements with consultants and third parties. We do not have an employment agreement with any of our officers or our sole director.

ITEM 1A. RISK FACTORS

Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.

We are an exploration stage company implementing a new business plan.

We are an exploration stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects, and we have just begun to implement our business plan. If we do discover oil or gas resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. If we discover a major reserve, there can be no assurance that such a reserve will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail. There is no assurance that we will be able to drill an initial test well on the property subject to the Farmout Agreement within the timeline set out in the agreement or at all. Failure to do so will result in the loss of all our interest in the Farmout Agreement with SEPL.

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

We had a negative working capital of $833,727 as of December 31, 2009. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to develop any wells under the Farmout Agreement. Obtaining additional financing is subject to a number of factors, including market prices for oil and gas, investor acceptance of our interest pursuant to the Farmout Agreement, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.

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

The only interest in property we have is pursuant to the Farmout Agreement. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral and oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the evaluation and development of the Initial Well. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

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

We incurred net loss of $3,433,469 and a net income of $109,951 for the years ended December 31, 2009 and 2008, respectively. At December 31, 2009, we had an accumulated deficit of $5,236,087 and a negative working capital of $833,727.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our consolidated financial statements for the year ended December 31, 2009. Although our consolidated financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable to continue our business.

If we are required for any reason to repay our outstanding secured convertible debentures or any other indebtedness, we would be required to deplete our working capital, if available, or raise additional funds.

If we are required to repay the secured convertible debentures or any other indebtedness for any reason, we would be required to use our limited working capital and raise additional funds. If we are unable to repay the secured convertible debentures or any other indebtedness when required, we may be required to sell substantial assets of our company. In addition, the lenders could commence legal action against our company and foreclose on all of our assets to recover the amounts due. Any such sale or legal action would require our company to curtail or possibly cease our operations.

Market conditions or operation impediments may hinder our access to oil and gas markets or delay our potential production.

Our ability to develop the farmout acreage depends in part upon the availability, proximity and capacity of pipelines, natural gas gathering systems and processing facilities. This dependence is heightened where this infrastructure is less developed. Therefore, even if drilling results are positive in certain areas of our oil and gas properties, a new gathering system may need to be built to handle the potential volume of oil and gas produced. We might be required to shut in wells, at least temporarily, for lack of a market or because of the inadequacy or unavailability of transportation facilities. If that were to occur, we would be unable to realize revenue from those wells until arrangements were made to deliver production to market.

Even if we are able to establish any oil or gas reserves on the farmout acreage, our ability to produce and market oil and gas is affected and also may be harmed by:

  • inadequate pipeline transmission facilities or carrying capacity;

  • government regulation of natural gas and oil production;

  • government transportation, tax and energy policies;

  • changes in supply and demand; and

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  • general economic conditions.

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

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.

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

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

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

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

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labour, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

Shortages of rigs, equipment, supplies and personnel could delay or otherwise adversely affect our cost of operations or our ability to operate according to our business plans.

If drilling activity increases worldwide, a shortage of drilling and completion rigs, field equipment and qualified personnel could develop. These costs have recently increased sharply and could continue to do so. The demand for and wage rates of qualified drilling rig crews generally rise in response to the increasing number of active rigs in service and could increase sharply in the event of a shortage. Shortages of drilling and completion rigs, field equipment or qualified personnel could delay, restrict or curtail our exploration and development operations, which could in turn harm our operating results.

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The geographic concentration of all of our properties in Texas subjects us to an increased risk of loss of revenue or curtailment of production from factors affecting those areas.

The geographic concentration of all of our leasehold interests in Texas means that our properties could be affected by the same event should the regions experience:

  • severe weather;

  • delays or decreases in production, the availability of equipment, facilities or services;

  • delays or decreases in the availability of capacity to transport, gather or process production; or

  • changes in the regulatory environment.

The oil and gas exploration and production industry is historically a cyclical industry and market fluctuations in the prices of oil and gas could adversely affect our business.

Prices for oil and gas tend to fluctuate significantly in response to factors beyond our control. These factors include:

  • weather conditions in the United States and wherever our property interests are located;

  • economic conditions, including demand for petroleum-based products, in the United States and the rest of the world;

  • actions by OPEC, the Organization of Petroleum Exporting Countries;

  • political instability in the Middle East and other major oil and gas producing regions;

  • governmental regulations, both domestic and foreign;

  • domestic and foreign tax policy;

  • the pace adopted by foreign governments for the exploration, development, and production of their national reserves;

  • the price of foreign imports of oil and gas;

  • the cost of exploring for, producing and delivering oil and gas;

  • the discovery rate of new oil and gas reserves;

  • the rate of decline of existing and new oil and gas reserves;

  • available pipeline and other oil and gas transportation capacity;

  • the ability of oil and gas companies to raise capital;

  • the overall supply and demand for oil and gas; and

  • the availability of alternate fuel sources.

Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes will directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in oil and gas prices not only

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reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment.

Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for oil and gas producing properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and the development and exploitation of projects. We expect that commodity prices will continue to fluctuate significantly in the future.

Our interests are held in the form of leases that we may be unable to retain.

The interest in our property are held under leases and working interests in leases. If we or the holder of a lease fails to meet the specific requirements of the lease regarding delay or non-payment of rental payments or we or the holder of the lease fail to meet the minimum level of evaluation some or all of our leases may terminate or expire. There can be no assurance that any of the obligations required to maintain each lease will be met. The termination or expiration of our leases or the working interests relating to leases may reduce our opportunity to exploit a given prospect for oil production and thus have a material adverse effect on our business, results of operation and financial condition.

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

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitability.

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

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

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

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

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

Robert Kinloch presently spends approximately 60% of his business time and Donald Kinloch presently spends approximately 20% of his business time on business management services for our company. At present, both Robert

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and Donald Kinloch spend a reasonable amount of time in pursuit of our company’s interests. Due to the time commitments from Robert and Donald Kinloch’s other business interests, however, they may not be able to provide sufficient time to the management of our business in the future and our business may be periodically interrupted or delayed as a result of their other business interests.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 850,000,000 shares of common stock with a par value of $0.001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will reduce the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

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

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

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

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

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

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is

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

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We are engaged in the business of identifying, acquiring, exploring and developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Risks Related to Our Company

Our by-laws contain provisions indemnifying our officers and directors.

Our by-laws provide the indemnification of our directors and officers to the fullest extent legally permissible under the Nevada corporate law against all expenses, liability and loss reasonably incurred or suffered by him in connection with any action, suit or proceeding. Furthermore, our by-laws provide that our board of directors may cause our company to purchase and maintain insurance for our directors and officers, and we have implemented director and officer insurance coverage.

Our by-laws do not contain anti-takeover provisions and thus our management and directors may change if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our by-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company. If there is a take-over of our company, our management and directors may change.

Because most of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our directors and officers.

Most of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

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ITEM 2. PROPERTIES.

Executive Offices

Our principal business offices are located at 2501 Lansdowne Ave., Saskatoon, Saskatchewan, Canada S7J 1H3. These premises are provided to us without cost by our president, Robert Kinloch. Our offices consist of approximately 200 square feet. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.

Acquisition of East Bernard Prospect Properties

On December 14, 2009, we entered into a farm out agreement with Southeastern Pipe Line Company pursuant to which we acquired the right to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Countires, Texas (the “Leases”) covering 4,520 acres of land. The Leases are divided into developed acreage and undeveloped acreage. We can only earn a right in the developed acreage if we successfully develop the undeveloped acreage. See Item 1 “Farm out Agreement with Southeastern Pipe Line Company” above.

Location of Farmout Acreage

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History of East Bernard Prospect

The Leases cover 4,520 acres of land and offsets contiguous acreage owned by Conoco-Philips presently producing natural gas and oil and known as the “Cooley Field”. The Cooley Field and the development area of the Leases are located inside a “Fairway” running from northeast to southwest. The boundaries of the Fairway are clearly defined by the Depo fault on the north boundary and the Cooley fault on the south which are the major structural features of the productive zone and which acted as a trap for the hydrocarbons in this immediate area and elsewhere in the Wilcox trend. Gas was first discovered on the Cooley Field in 1983 and the date of first production from TRRC records was October, 1997. The prospective productive deep zone in the East Bernard Prospect and throughout the area is known as the “Meek Sand” which is found in the Wilcox section. The Wilcox is the primary objective of Maverick’s planned drilling program. The Wilcox section is a known zone of hydrocarbons extending through-out South Texas and into the Gulf of Mexico.


ITEM 3. LEGAL PROCEEDINGS.

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

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ITEM 4. (REMOVED AND RESERVED).

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

Our common shares were quoted for trading on the OTC Bulletin Board on June 21, 1999 under the symbol “PFCS”. On February 15, 2002 our symbol changed to “MAVM” and on May 22, 2003 our symbol changed to “MVRM”. On August 29, 2006, our stock was delisted from the OTC Bulletin Board and on August 31, 2006, it commenced trading on the Pink Sheets LLC under the symbol “MVRM”. On July 7, 2009 our shares of common stock were quoted for trading on the OTC Bulletin Board under the symbol “MVRM” and on December 31, 2009 our symbol changed to “MVRMD”.

The following quotations obtained from the OTC Bulletin Board reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up or mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

Quarter Ended High* Low*
December 31, 2009 $1.00 $0.20
September 30, 2009 $0.50 $0.30
June 30, 2009 $0.90 $0.10
March 31, 2009 $0.70 $0.10
December 31, 2008 $0.70 $0.10
September 30, 2008 $1.20 $0.40
June 30, 2008 $1.50 $1.00
March 31, 2008 $0.30 $0.10
 
*Prices shown have been adjusted to reflect the ten for one reverse split effected on December 31, 2009.

Our common shares are issued in registered form. Pacific Stock Transfer Company, of 4045 South Spencer Street, Suite 403 Las Vegas, NV 89119 (telephone: 702.361.3033; facsimile 702.433.1979) is the registrar and transfer agent for our shares of common stock.

Holders of our Common Stock

As of April 14, 2010, we have 146 registered stockholders and 10,476,721 shares issued and outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our future dividend policy will be determined from time to time by our board of directors.

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Recent Sales of Unregistered Securities

On February 13, 2009, we entered into a loan agreement with Senergy Partners LLC (“Senergy”) pursuant to which we received a revolving loan of up to $1,000,000 (the “Credit Facility”). The outstanding principal amount of the Credit Facility together with all accrued and unpaid interest and all other amounts outstanding thereunder are due and payable in full on December 31, 2012 (the maturity date). Outstanding principal under the Credit Facility bears interest at an annual rate of 8%. In consideration of Senergy entering into the Credit Facility, we entered into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy. Pursuant to the terms of the Debt Settlement Agreement, we agreed to issue to Senergy 8,950,000 post-split shares of our common stock at a deemed price of $0.05 per share in settlement of a $447,500 debt owed to Senergy.

In connection with our entry into the Credit Facility and Debt Settlement Agreement with Senergy, on February 13, 2009 we entered into an Assignment and Assumption Agreement with Senergy and Art Brokerage, Inc. (“ABI”) pursuant to which ABI assigned to Senergy all its right, title and interest to a debt (the “Assigned Debt”) of $447,500 owed by the Company to ABI. In February, 2009, prior to the entry into the Credit Facility and the Debt Settlement Agreement, and in connection with the negotiation of these agreements, a majority shareholder of Maverick agreed to return to treasury 2,000,000 post-split shares of Maverick’s issued and outstanding common stock held by him. As a result of these transactions Senergy acquired 8,950,000 post-split shares.

On September 24, 2009, we entered into a Debt Settlement and Subscription Agreement with The Art Brokerage Inc. pursuant to which we issued Art Brokerage 436,000 restricted post-split shares of the Company’s common stock at a deemed value of $0.50 per share in settlement of outstanding debt owed to Art Brokerage in the amount of $218,000. The shares were issued to Art Brokerage in reliance on the exemptions from registration provided by Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.

On November 26, 2009, we entered into a subscription agreement with Robert Kinloch pursuant to which Mr. Kinloch purchased one convertible debenture (the “Debenture”) in the aggregate principal amount of $100,000 in settlement of $100,000 of outstanding payable owed by the Company to Mr. Kinloch. The Debenture is convertible into shares of the Company’s common stock, par value $0.001 at a deemed conversion price per share of $0.30 for an aggregate purchase price of $100,000. The Debenture is payable on demand, and bears interest at the rate of 8% per annum, payable on the date of conversion of the Debenture. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the date the Debenture is issued until payment in full of the principal amount, together with all accrued and unpaid interest and other amounts which may become due have been made.

Effective December 17, 2009, we entered into a subscription agreement with a U.S. subscriber pursuant to which the subscriber purchased one convertible debenture in the aggregate principal amount of $35,625. The Debenture is convertible into shares of the Company’s common stock, par value $0.001 at a deemed conversion price per share of $0. 75. The debenture is payable on demand, and bears interest at the rate of 8% per annum, payable on the date of conversion of the Debenture. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the date the Debenture is issued until payment in full of the principal amount, together with all accrued and unpaid interest and other amounts which may become due have been made. The debenture was issued to the subscriber in reliance on the exemptions from registration provided by Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On June 1, 2009, our board of directors adopted our 2009 Stock Option Plan. The purpose of our 2009 stock option plan is to retain the services of valued key employees and consultants of our company. Under the plan, the plan administrator is authorized to grant stock options to acquire up to a total of up to 7,500,000 shares of our common stock. On July 31, 2009 we filed a consent solicitation on Schedule 14A to seek stockholder approval of our 2009 Stock Option Plan. On August 3, 2009 we received majority stockholder consent approving our 2009 stock option plan. In August, 2009 we granted an aggregate of 145,000 options to acquire shares of our common stock at an exercise price of $0.40 per share to certain of our officers, employees and consultants under the 2009 option plan.

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The following table provides a summary of the number of stock options granted under the 2009 Plan, the weighted average exercise price and the number of stock options remaining available for issuance under the Company’s option plans as at December 31, 2009:









Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights



Weighted-Average
exercise price of
outstanding options,
warrants and rights
Number of
securities
remaining
available for
future issuance
under equity
compensation plan
Equity compensation plans not
approved by security holders
145,000
$0.40
7,355,000

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2009.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.

Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Plan of Operation

We are currently an exploration stage company engaged in the acquisition, exploration, and development of prospective oil and gas properties. Our current business focus is to implement the terms of the Farmout Agreement pursuant to which we intend to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas owned by SEPL. Subject to receipt of additional financing our initial operations during the next quarter are to locate suitable locations to drill, drilling, and determining if an initial test well is viable. If the well is viable and we can develop the well, we intend to drill an initial test well and to earn an interest in the mineral leases subject to the Farmout Agreement. If the well is not viable, we intend to plug the well. Our anticipated 2010 drilling program is subject to obtaining additional financing and is expected to target the Wilcox Trend, a vast depositional sand zone with a history of natural gas and condensate production. The Wilcox Trend is articulated into the upper, middle, and lower Wilcox. We intend to target the middle Wilcox to a depth of between 12,500 and 13,500 feet. Additionally we expect to continue to evaluate a number of joint venture opportunities in the oil and gas sector in the next twelve months.

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

                                                                             Expense   ($)
Cost to drill Initial Well   2,436,100
Consulting and Due Diligence   240,000
Professional Fees   130,000
Joint Venture Programs   500,000
Total $ 3,776,100

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

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

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

In consideration of Senergy entering into the Credit Facility, the Company agreed to enter into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy dated as of February 13, 2009. Pursuant to the terms of the Debt Settlement Agreement, the Company agreed to issue to Senergy 8,950,000 post-split shares of its common stock at a deemed price of US$0.05 per share in settlement of a US$447,500 debt owed to Senergy.

RESULTS OF OPERATIONS

Our operating results for the years ended December 31, 2009 and 2008 are summarized as follows:





Year Ended
December 31,
2009

Year Ended
December 31,
2008
Percentage
Increase/(Decrease)

Revenue - - N/A
Expenses $275,963 $204,571 34.9%
Other Expenses (Income) $3,157,506 $(314,522) (1,103.9%)
Net Income (loss) $(3,433,469) $109,951 (3,222.7%)

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Revenues

We have had no operating revenues for the years ended December 31, 2009 and 2008. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

General and Administrative

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

    Year Ended December 31,  
                Percentage  
    2009     2008     Increase /  
                (Decrease)  
Audit Fees $  49,518   $  56,126     (11.8% )
Accounting, legal, engineering & consulting, investor relations   62,057     39,710     56.3%  
Management fees and stock based compensation   133,321     90,000     48.1%  
Office   3,334     1,648     102.3%  
Transfer agent fees   9,785     5,665     72.7%  
Travel   17,948     11,422     57.1%  
Total Expenses $  275,963   $  204,571     34.9%  

The increase in our general and administrative expenses for the year ended December 31, 2009 was primarily due to:

  a)

The increase in accounting, audit, and legal fees from 2008 to 2009 due to a general increase in the fees charged by the consultants and professionals who provide these services. In addition, there has been an increase in the amount of time spent by these consultants and professionals to ensure the Company is in compliance with the increased reporting requirement imposed by regulatory authorities.

     
  b)

During 2009 there was stock based compensation expense due to the granting of 145,000 new stock options. In accordance with GAAP, these options were deemed to have a fair value of $48,321. There were no stock options granted during 2008.

     
  c)

Transfer agent fees were higher in 2009 mainly due to the increase in number of filings during the year compared to 2008. In 2009 there were a number of share issuances during the year compared to no shares issuance in 2008.

     
  d)

The increased travel expense relate to the costs of a directors’ meeting during 2009.

Other Income/Expenses

During 2009 the Company incurred $11,577 in interest expenses compared to $Nil in 2008 as a result of the issuance of issuance of interest bearing debt in 2009 that did not exist in 2008. The Company realized a foreign exchange gain of $13,429 in 2009 compared to a loss of $3,122 in 2008 as a result of the strengthening of the US Dollar compared to the Canadian dollar from 2008 to 2009. The Company realized a loss on settlement of loans payable of $3,132,500. There were no such settlements in 2008. Lastly, the Company realized a gain on liabilities written-off of $Nil in 2009, $311,400 in 2008 as a result of a lender releasing the Company of its obligation. No such write-offs or releases occurred in 2009.

Working Capital



Year Ended
December 31, 2009

Year Ended
December 31, 2008
Current Assets $
6,024
$
-
Current Liabilities  
839,751
 
790,634
Working Capital Deficiency $
(833,727 )
$
(790,634 )

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Cash Flows



Year Ended
December 31, 2009

Year Ended
December 31, 2008
Cash used in Operating Activities $ (218,492 ) $ (223,739 )
Cash provided by Investing Activities   (361,195 )   -
Cash provided by Financing Activities   585,711   223,643
Net Decrease in Cash $ 6,024 $ (96 )

As the Company’s activity has declined over the period from 2008 to 2009, so have its cash expenditures. Funding for operating and investing activities was provided by non-interest bearing advances from a lender.

We had cash of $6,024 and negative working capital of $833,727 as of December 31, 2009 compared to a bank overdraft of $669 and negative working capital of $790,634 for the year ended December 31, 2008. We anticipate that we will incur approximately $1,290,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. In addition to our operating expenses, we will require additional $3,776,100 for costs associated to the oil and gas leases. Accordingly, we will need to obtain additional financing in order to complete our full business plan.

Cash used in operating activities for the year ended December 31, 2009 was $218,492 as compared to cash used by operating activities for the same period in 2008 of $223,739. Cash used in operating activities was consistent with the prior year. Cash used in investing activities for the year ended December 31, 2009 was $361,195 as compared to cash used by investing activities for the same period in 2008 of $Nil. The increase in cash used in investing activities was primarily due to the deposit and direct legal costs incurred on the oil and gas leases during the year ended December 31, 2009. Cash provided by financing activities for the year ended December 31, 2009 was $585,711 as compared to cash provided by financing activities for the same period in 2008 of $223,643. The increase in cash provided by financing activities was primarily due to proceeds from loans payable of $620,755 (2008 - $222,374) in addition to $35,625 raised from issuances of convertible notes offset by $70,000 related to repayment of loans.

Discontinued Operations

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

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

The Company has the following loans outstanding as of December 31, 2009:

  The Company has the following loans payable:            
      December 31, 2009     December 31, 2008  
   Art Brokerage – Current(1) $  586,519   $  611,514  
   Mr. Alonzo B. Leavell(1)   20,000     20,000  
      606,519     631,514  
   Senergy Partners LLC(2)   357,750     -  
   Art Brokerage – Long Term   -     447,500  
    $  964,268   $  1,079,014  

  (1)

These amounts are unsecured, bear no interest, with no specific terms of repayment.

  (2)

This amount is unsecured, bears interest at 8% per annum, maturing on December 31, 2012.

-21-


On November 21, 2008, Pride of Aspen Associates LLC (“Pride of Aspen”) executed a Deed of Release pursuant to which Pride of Aspen released the Company from any obligation to repay the sum of $311,400 owed to Pride of Aspen for Nil consideration.

A portion of the Art Brokerage loan at December 31, 2008 had been classified as long-term debt as at December 31, 2008 since the Company had entered into the Debt Settlement Agreement (Note 7 (d)) on February 13, 2009, with Synergy Partners LLC (“Synergy”), before the 2008 financial statements were issued.

Going Concern

The audited financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of December 31, 2009, we had cash of $6,024 and we estimate that we will require approximately $1,290,000 for operating expenses and an additional $3,776,100 for costs associated to the oil and gas leases over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on the December 31, 2009 and 2008 consolidated financial statements which are included with this annual report. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

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

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

Future Financings

As of April 12, 2010, we had cash of $1,478 and we estimate that we will require approximately $1,290,000 for operating expenses and an additional $3,776,100 for costs associated to the oil and gas leases to fund our business operations over the next twelve months. Accordingly, although we have access to additional funds through our line of credit with Senergy, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date. We anticipate continuing to rely on equity sales of our common shares or shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

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

-22-


Employees

We currently have no employees, other than our executive officers, Robert J. Kinloch and Donald Kinloch, and we do not expect to hire any employees in the foreseeable future. We presently conduct our business through agreements with consultants and arms-length third parties.

New Accounting Pronouncements

ASC 105. The Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”, (“SFAS No. 168”) “— a replacement of FASB Statement No. 162. SFAS No. 168 is the new source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement was incorporated into ASC 105, Generally Accepted Accounting Principles under the new FASB codification which became effective on July 1, 2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. The Company adopted this statement during the third quarter of 2009. The adoption of this standard did not have any impact on the Company’s financial position or results from operations.

ASC 805. The FASB issued ASC 805, “Business Combinations”. The standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. The adoption of this standard did not have a material impact on our consolidated financial statements.

ASC 810. The FASB issued ASC 810, “Consolidation”. The standard requires all entities to report noncontrolling (minority) interests as equity in consolidated financial statements. ASC 810 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. The adoption of this standard did not have a material impact on our consolidated financial statements.

ASC 815. The FASB issued ASC 815, “Derivatives and Hedging”, which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under ASC 815 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. ASC 815 is effective for fiscal years and interim periods beginning after November 15, 2008. The adoption of this standard did not have a material impact on our consolidated financial statements.

ASC 820 - The Company adopted ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 applies to most current accounting rules requiring or permitting fair value measurements. ASC 820 provides a framework for measuring fair value and requires expanded disclosures about fair value methods and inputs by establishing a hierarchy for ranking the quality and reliability of the information used by management to measure and report amounts at fair value.

ASC 820-10 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820-10 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The fair value hierarchy, as defined by ASC 820-10, contains three levels of inputs that may be used to measure fair value as follows:

  • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;

23


  • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

  • Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company does not have any fair value measurements using Level 2 or Level 3 inputs as of December 31, 2009.

ASC 470-20. The FASB issued Staff Position No. APB 14-1 “Accounting for Convertible Debt Instruments that may be Settled in Cash Upon Conversion” (FSP APB 14-1). FSP APB 14-1 was incorporated into ASC 470-20, Distinguishing Liabilities vs Equity. ASC 470-20 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate. Further, ASC 470-20 clarifies the appropriate economics of the conversion options as borrowing costs and their potential dilutive effects in earnings per share. ASC 470-20 is effective for fiscal years beginning after December 15, 2008. The adoption of this standard did not have any impact on the Company’s financial position or results from operations.

ASC 470-20. The Emerging Issues Task Force (“EITF”) reached consensus on Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 was incorporated into ASC 470-20, Distinguising Liabilities vs Equity. ASC 470-20 provides guidance for instruments (including options or warrants on a company’s shares, forward contracts on a company’s shares, and convertible debt instruments and convertible preferred stock) that may contain contract terms that call into question whether the instrument or embedded feature is indexed to the entity’s own stock. ASC 470-20 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. The adoption of this standard did not have any impact on the Company’s financial position or results from operations.

ASC 855. The FASB issued FASB Statement No. 165, Subsequent Events (“SFAS No. 165”). The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to the issuance of financial statements. This statement was incorporated into ASC 855, Subsequent Events (“ASC 855”). ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements as well as the circumstances under which the entity would recognize them and the related disclosures an entity should make. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

ASU 2010-06. The FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC in Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosure of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. The Company is currently assessing the impact of adoption of ASU 2009-14 and does not currently plan to early adopt.

-24-


Application of Critical Accounting Estimates

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

The preparation of our consolidated financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.

The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on a country-by-country (cost centre) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.

Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil.

Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred.

When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.

If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling” the excess is expensed in the period such excess occurs. The “full cost ceiling” is determined based on the present value of estimated future net revenues attributed to proved reserves.

Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost centre.

Estimates of undiscounted future cash flows that we use for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain future factors such as, crude oil and natural gas prices, production quantities, estimates of recoverable reserves, and production and transportation costs. Given the significant assumptions required and the strong possibility that actual future factors will differ, we consider the impairment test to be a critical accounting procedure. During the years ended December 31, 2009 and 2008 no property impairment adjustments were recorded.

Management makes significant assumptions and estimates determining the fair market value of stock-based compensation granted to employees and non-employees. These estimates have an effect on the stock-based compensation expense recognized and the contributed surplus and share capital balances on the Company’s Balance Sheet. The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. For non-employees, such amount is revalued on a quarterly basis. To date, substantially all of our stock option grants have been to non-employees. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. The expected term of options granted for the purposes of the Black-Scholes calculation is the term of the award. These estimates involve inherent uncertainties and the application of management judgment.

These accounting policies are applied consistently for all years presented. Our operating results would be affected if other alternatives were used. Information about the impact on our operating results is included in the notes to our financial statements.

-25-


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

-26-


 

Tel: 604 688 5421 BDO Canada LLP
Fax: 604 688 5132 600 Cathedral Place
www.bdo.ca 925 West Georgia Street
Vancouver BC V6C 3L2 Canada

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders of
Maverick Minerals Corporation
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Maverick Minerals Corporation (an Exploration Stage Company) as of December 31, 2009 and 2008 and the consolidated statements of operations and comprehensive income (loss), cash flows and changes in capital deficit for the years then ended and the period from inception (April 21, 2003) to December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the financial position of Maverick Minerals Corporation as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and for the period from inception (April 21, 2003) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had an accumulated deficit of $5,148,887 and negative working capital of $833,727 at December 31, 2009. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BDO Canada LLP
 
Chartered Accountants
 
Vancouver, Canada
April 14, 2010

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.


 

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

  December 31 December 31
  2009 2008
     
     
     
Current Asset    
Cash $  6,024   $  -  
     
Long term asset            
Oil and gas leases (Note 3) 571,195 -
TOTAL ASSETS $  577,219   $  -  
     
             
Current Liabilities    
Bank indebtedness $  -   $  669  
Accounts payable (Note 6)   86,025     151,413  
Accrued liabilities   11,582     7,038  
Convertible debt (Note 5) 135,625 -
Loans payable (Note 4)   606,519     631,514  
TOTAL CURRENT LIABILITIES 839,751 790,634
             
Long term liabilities    
Loans payable (Note 4)   357,750     447,500  
TOTAL LIABILITIES 1,197,501 1,238,134
             
Capital Deficit    
Capital Stock (Note 7)            

Authorized:

   
     750,000,000 (2008 - 100,000,000) common shares at $0.001 par value
Issued and fully paid 10,476,721 (2008 - 2,740,721) common shares

          Par value

  10,477     2,741  
     100,000,000 (2008 - Nil) preferred shares at $0.001 par value
Issued and fully paid Nil (2008 - Nil) preferred shares

          Par value

  -     -  
Additional paid-in capital   4,604,455     560,870  
Deficit, accumulated during the exploration stage (5,236,087 ) (1,802,618 )
Accumulated other comprehensive income   873     873  
TOTAL CAPITAL DEFICIT (620,282 ) (1,238,134 )
TOTAL LIABILITIES AND CAPITAL DEFICIT $  577,219   $  -  

F-1



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in U.S. Dollars)
 
    Cumulative From              
    Date of Inception              
    (April 21, 2003)     Year Ended  
    to December 31     December 31  
    2009     2009     2008  
                   
                   
General and administration expenses                  
Audit fees $  312,665 $     49,518   $  56,126  
Freight   7,600     -     -  
Insurance   186,297     -     -  
Accounting, legal, engineering & consulting, investor relations   294,093     62,057     39,710  
Management fees and stock based compensation (Notes 6 and 7)   956,839     133,321     90,000  
Office   60,916     3,334     1,648  
Telephone and utilities   83,059     -     -  
Transfer agent fees   22,900     9,785     5,665  
Travel   207,692     17,948     11,422  
Wages and benefits   86,588     -     -  
Gain on disposal of assets   (795,231 )   -     -  
                   
Loss from operations   (1,423,418 )   (275,963 )   (204,571 )
Other income (expenses)                  
Interest expense   (60,934 )   (11,577 )   -  
Gain (loss) on foreign exchange   (10,308 )   (13,429 )   3,122  
Loss on settlement of loans payable (Note 7)   (3,204,100 )   (3,132,500 )   -  
Gain on liabilities write-off (Note 4)   612,373     -     311,400  
    (2,662,969 )   (3,157,506 )   314,522  
                   
Income (loss) from continuing operations   (4,086,387 )   (3,433,469 )   109,951  
                   
Loss from discontinued operations
 
  (1,149,700 )   -     -  
                   
Income (loss) for the period   (5,236,087 )   (3,433,469 )   109,951  
Other Comprehensive Income                  
Foreign currency translation adjustments   873     -     -  
Comprehensive Income (loss) $  (5,235,214 ) $  (3,433,469 ) $  109,951  
                   
Income (loss) per share - basic and diluted       $ (0.38 ) $ 0.04  
Weighted average shares outstanding - basic and diluted         8,928,880     2,740,721  

F-2


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

    Cumulative From              
    Date of Inception              
    (April 21, 2003)     Year Ended  
    to December 31     December 31  
    2009     2009     2008  
                   
Operating Activities                  
Net income (loss) for the period $  (5,236,087 ) $  (3,433,469 ) $  109,951  
Adjustments to reconcile net loss for the period
  to cash flows used in operating activities
           
      Impairment of oil and gas leases   419,959     -     -  
      Gain on disposal of assets   (933,995 )   -     -  
      Gain on liabilities write-off   (612,373 )         (311,400 )
      Stock based compensation   239,880     43,321     -  
      Depreciation   277,578     -     -  
      Loss on shares issued for services   105,000     -     -  
      Loss on settlement of loans payable   3,204,100     3,132,500     -  
Changes in non-cash working capital items                  
      Accounts payable   1,646,384     34,612     20,672  
      Accrued liabilities   11,582     4,544     (42,962 )
Cash used in operating activities   (877,972 )   (218,492 )   (223,739 )
                   
Investing Activities                  
Investment in oil and gas leases   (836,154 )   (361,195 )   -  
Purchase of property and equipment   (311,367 )   -     -  
Cash used in investing activities   (1,147,521 )   (361,195 )   -  
                   
Financing Activities                  
Shares issued for cash   53,850     -     600  
Proceeds from convertible debt   35,625     35,625     -  
Proceeds from (repayment of) bank overdraft   -     (669 )   669  
Repayments of loans payable   (70,000 )   (70,000 )   -  
Proceeds from loans payable   2,011,169     620,755     222,374  
Cash provided by financing activities   2,030,644     585,711     223,643  
                   
Decrease in Cash during the period   5,151     6,024     (96 )
Effect of cumulative currency translation   873     -     -  
Cash, beginning of the period   -     -     96  
Cash, end of the period $  6,024   $  6,024   $  -  
                   
                   
Supplemental Cash Flow information                  
Interest paid $  35,000   $  -   $  -  
Non-cash investing and financing activities:                  
      Impairment in oil and gas leases   419,959     -     -  
      Investment in oil and gas leases in exchange for notes payable to Veneto   1,455,000     -     -  
      Transfer of leases in settlement of notes payable   1,455,000     -     -  
      Assignment of accounts payable from transfer of leases   193,764     -     -  
      Settlement of loan payable   719,200     665,500     -  
      Forgiveness of related party balances payable   1,027,791     -     -  
      Forgiveness of loan payable   311,400     -     311,400  
      Shares issued for property services   210,000     210,000     -  
      Exchange of accounts payable for convertible debt   100,000     100,000     -  

F-3



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Statement of Changes in Capital Deficit
For the Period From date of inception on April 21, 2003 to December 31, 2009
(Expressed in U.S. Dollars)

    Number of     Par Value     Additional     Share     Accumulated     Other     Total  
    Common     @$0.001     Paid-in     Subscription     Deficit     Comprehensive     Capital  
    Shares     Per Share     Capital     Receivable           Loss     Deficit  
Balance, April 21, 2003   10   $  -   $  -   $  -   $  -   $  -   $    

Adjustment for the issuance of
   common stock on recapitalization

  3,758,040     3,758     (3,758 )   -     -     -     -  
    3,758,050     3,758     (3,758 )   -     -     -     -  
Adjustment to capital deficit of the 
   Company at the recapitalization date
  417,603     418     (945,307 )   -     -     -     (944,889 )
    4,175,653     4,176     (949,065 )   -     -     -     (944,889 )
Shares issued for management services (Note 7)   150,000     150     104,850     -     -     -     105,000  
Currency translation adjustment   -     -     -     -     -     873     873  
Net loss for the period   -     -     -     -     (626,985 )   -     (626,985 )
Balance, December 31, 2003   4,325,653     4,326     (844,215 )   -     (626,985 )   873     (1,466,001 )
Shares issued for cash (Note 7)   1,000,000     1,000     24,000     -     -     -     25,000  
Shares subscribed but unissued   -     27,500     -     -     -     -     27,500  
Forgiveness of related party balances payable   -     -     1,027,791     -     -     -     1,027,791  
Net income for the year   -     -     -     -     71,698     -     71,698  
Balance, December 31, 2004   5,325,653     32,826     207,576     -     (555,287 )   873     (314,012 )
Shares subscribed but unissued   -     (27,500 )   -     -     -     -     (27,500 )
Shares issued for cash (Note 7)   2,750,000     2,750     24,750     -     -     -     27,500  
Cancellation of shares (Note 7)   (5,437,932 )   (5,438 )   5,438     -     -     -     -  
Compensation expense on share cancellation (Note 7)   -     -     44,720     -     -     -     44,720  
Shares issued for loan payable settlement (Note 7)   89,500     90     125,211     -     -     -     125,300  
Shares issued for cash (Note 7)   7,500     8     743     -     -     -     750  
Stock based compensation   -     -     140,438     -     -     -     140,438  
Net loss for the year   -     -     -     -     (1,036,098 )   -     (1,036,098 )
Balance, December 31, 2005   2,734,721     2,735     548,875     -     (1,591,385 )   873     (1,038,902 )
Shares issued for cash (Note 7)   6,000     6     594     (600 )   -     -     -  
Stock based compensation   -     -     11,401     -     -     -     11,401  
Net loss for the year   -     -     -     -     (128,774 )   -     (128,774 )
Balance, December 31, 2006   2,740,721     2,741     560,870     (600 )   (1,720,159 )   873     (1,156,275 )
Net loss for the year   -     -     -     -     (192,410 )   -     (192,410 )
Balance, December 31, 2007   2,740,721     2,741     560,870     (600 )   (1,912,569 )   873     (1,348,685 )
Share subscriptions paid (Note 7)   -     -     -     600     -     -     600  
Net income for the year   -     -     -     -     109,951     -     109,951  
Balance, December 31, 2008   2,740,721     2,741     560,870     -     (1,802,618 )   873     (1,238,134 )
Cancellation of shares (Note 7)   (2,000,000 )   (2,000 )   2,000     -     -     -     -  
Shares issued for loan payable settlement (Note 7)   8,950,000     8,950     3,571,050     -     -     -     3,580,000  
Shares issued for loan payable settlement (Note 7)   436,000     436     217,564     -     -     -     218,000  
Shares issued for consulting services (Note 7)   350,000     350     209,650     -     -     -     210,000  
Stock based compensation (Note 8)   -     -     43,321     -     -     -     43,321  
Net loss for the year   -     -     -     -     (3,433,469 )   -     (3,433,469 )
Balance, December 31, 2009   10,476,721   $  10,477   $  4,604,455   $  -   $  (5,236,087 ) $  873   $  (620,282 )

The accompanying notes are an integral part of these financial statements

F-4



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(Expressed in U.S. Dollars)

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

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

On April 21, 2003 the Company closed a transaction, as set out in the Purchase Agreement (the “Agreement) with UCO Energy Corporation (“UCO”) to purchase the outstanding equity of UCO. To facilitate the transaction, the Company consolidated its share capital at a ratio of one for five. Subsequent to the share consolidation, the Company issued 3,758,040 common shares in exchange for all the issued and outstanding common shares of UCO. As a result of the transaction, the former shareholders of UCO held approximately 90% of the issued and outstanding common shares of the Company. The acquisition of UCO was recorded as a reverse acquisition for accounting purposes as a recapitalization of UCO. A net distribution of $944,889 was recorded in connection with the common stock of the Company for the acquisition of UCO in respect of the Company’s net liabilities at the acquisition date. The Company had minimal assets and had liabilities owing to suppliers as well as amounts owing under agreements with third parties as well as related parties and as there were no other business interests, the Company was acting as a public shell company. The financial statements are now presented as a continuation of UCO. UCO was in the business of pursuing opportunities in the coal mining industry. The Company has since disposed of its mining and oil and gas interests and is seeking new projects in these industries.

These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As at December 31, 2009, the Company has negative working capital of $833,727 (2008 – $790,634), and has an accumulated deficit of $5,236,087 at December 31, 2009. The continuation of the Company is dependent upon obtaining a successful new exploration project, the continuing support of creditors and stockholders as well as achieving and maintaining a profitable level of operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that it requires approximately $1,290,000 over the twelve months ending December 31, 2010 to continue operations, and approximately an additional $3,776,100 in estimated expenditures related to the oil and gas leases (Note 3). A portion of this anticipated requirement will be funded by the $1,000,000 revolving loan the Company obtained during the year ended December 31, 2009. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $839,751. To the extent that cash needs are not achieved from operating cash flow and existing cash on hand, the Company plans to raise necessary cash through equity issuances and/or debt financing. Amounts raised will be used to continue the development of the Company's explorations activities, and for other working capital purposes.

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

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

   

These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, and include the accounts of the Company and its wholly-owned subsidiary, Eskota Energy Corporation. All intercompany transactions and balances have been eliminated on consolidation.

F-5



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(Expressed in U.S. Dollars)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

(b)

Use of Estimates

   

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires the Company’s management to make estimates and assumptions which affect the amounts reported in these consolidated financial statements, the notes thereto, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

   
(c)

Foreign Currency Translation

   

The Company’s functional currency is the United States dollar. Transactions undertaken in currencies other than the functional currency are translated using the exchange rate in effect on the transaction date. At the end of the period, monetary assets and liabilities are translated to the respective functional currency using the exchange rate in effect at the period end date. Transaction gains and losses are included in the Consolidated Statements of Operations.

   
(d)

Fair Value of Financial Instruments

   

The fair value of the Company’s financial instruments, which consist of cash, accounts payable, accrued liabilities, convertible debt and loans payable approximate their carrying values due to their short term or demand nature. The fair value for long-term loans payable approximates book value using current rates of interest.

   
(e)

Revenue Recognition

   

Revenues on sales of oil and natural gas are recognized when the products are delivered, title has transferred to the customer, and amounts are deemed collectible.

   
(f)

Property and Equipment

   

The Company depreciates its property and equipment at 20% per annum on a straight-line basis. The Company has disposed of all property and equipment as of December 31, 2006.

   
(g)

Impairment of Long-Lived Assets

   

Long-lived assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of these assets and their eventual disposition is less than their carrying amount. Impairment, if any, is assessed using discounted cash flows.

   

Estimates of undiscounted future cash flows used for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain future factors such as, crude oil prices, production quantities, estimates of recoverable reserves, and production and transportation costs. No impairment write-downs were determined necessary at December 31, 2009 or 2008.

   
(h)

Stock-Based Compensation

   

The Company accounts for all stock-based payments and awards under the fair value based method. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable.

F-6



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(Expressed in U.S. Dollars)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

(h)

Stock-Based Compensation - continued

   

The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. Compensation costs for stock-based payments with graded vesting are recognized on a straight-line basis. The cost of the stock-based payments to non-employees that are fully vested and nonforfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term.

   

The Company accounts for the granting of share purchase options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. The fair value of all share purchase options are expensed over their vesting period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital.

   

The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimates.

   
(i)

Earnings (Loss) Per Share

   

The basic earnings (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The if-converted method is used in calculating diluted earnings (loss) per share for the convertible debentures. The treasury stock method is used in calculating diluted earnings (loss) per share, which assumes that any proceeds received from the exercise of in-the-money stock options would be used to purchase common shares at the average market price for the period.

   

For the year ended December 31, 2009, loss per share excludes 525,833 (2008 – Nil) potentially dilutive common shares (related to outstanding options and shares issuable on the conversion of convertible debt) as their effect was anti-dilutive.

   
(j)

Oil and Gas Leases

   

The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on a country-by-country (cost centre) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.

   

Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil.

   

Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred.

F-7



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(Expressed in U.S. Dollars)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(j)

Oil and Gas Leases - continued

When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.

If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling” the excess is expensed in the period such excess occurs. The “full cost ceiling” is determined based on the present value of estimated future net revenues attributed to proved reserves, using market prices less estimated future expenditures plus the lower of cost and fair value of unproved properties within the cost centre.

Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost centre.

(k)

Comprehensive Income

ASC 220, "Comprehensive Income", establishes standards for reporting and presentation of comprehensive income (loss). This standard defines comprehensive income as the changes in equity of an enterprise except those resulting from stockholder transactions.

(l)

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes ("ASC 740"). There are two major components of income tax expense, current and deferred. Current income tax expense approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities.

A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized.

The Company recognizes the impact of an uncertain income tax position at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority and includes consideration of interest and penalties. An uncertain income tax position is not recognized if there is a 50% or less likelihood of being sustained. The liability for unrecognized tax benefits is classified as non-current unless the liability is expected to be settled in cash within 12 months of the reporting date.

The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the statements of operations. Accrued interest and penalties are included within unrecognized tax benefits and other long-term liabilities line in the balance sheet.

(m)

New Accounting Pronouncements

ASC 105. The Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”, (“SFAS No. 168”) “— a replacement of FASB Statement No. 162. SFAS No. 168 is the new source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.

F-8



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(Expressed in U.S. Dollars)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(m)

New Accounting Pronouncements - continued

   

This statement was incorporated into ASC 105, Generally Accepted Accounting Principles under the new FASB codification which became effective on July 1, 2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. The Company adopted this statement during the third quarter of 2009. The adoption of this standard did not have any impact on the Company’s financial position or results from operations.

   

ASC 805. The FASB issued ASC 805, “Business Combinations”. The standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. The adoption of this standard did not have a material impact on our consolidated financial statements.

   

ASC 810. The FASB issued ASC 810, “Consolidation”. The standard requires all entities to report noncontrolling (minority) interests as equity in consolidated financial statements. ASC 810 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. The adoption of this standard did not have a material impact on our consolidated financial statements.

   

ASC 815. The FASB issued ASC 815, “Derivatives and Hedging”, which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under ASC 815 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. ASC 815 is effective for fiscal years and interim periods beginning after November 15, 2008. The adoption of this standard did not have a material impact on our consolidated financial statements.

   

ASC 820 - The Company adopted ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 applies to most current accounting rules requiring or permitting fair value measurements. ASC 820 provides a framework for measuring fair value and requires expanded disclosures about fair value methods and inputs by establishing a hierarchy for ranking the quality and reliability of the information used by management to measure and report amounts at fair value.

   

ASC 820-10 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.

   

As a basis for considering market participant assumptions in fair value measurements, ASC 820-10 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

F-9



MAVERICK MINERALS CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(Expressed in U.S. Dollars)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(m)

New Accounting Pronouncements - continued

     

ASC 820-10 - continued

     

The fair value hierarchy, as defined by ASC 820-10, contains three levels of inputs that may be used to measure fair value as follows:

     
  •  
  • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;

         
  •  
  • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

         
  •  
  • Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

         

    In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

         

    The Company does not have any fair value measurements using Level 2 or Level 3 inputs as of December 31, 2009.

         

    ASC 470-20. The FASB issued Staff Position No. APB 14-1 “Accounting for Convertible Debt Instruments that may be Settled in Cash Upon Conversion” (FSP APB 14-1). FSP APB 14-1 was incorporated into ASC 470-20, Distinguishing Liabilities vs Equity. ASC 470-20 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate. Further, ASC 470-20 clarifies the appropriate economics of the conversion options as borrowing costs and their potential dilutive effects in earnings per share. ASC 470-20 is effective for fiscal years beginning after December 15, 2008. The adoption of this standard did not have any impact on the Company’s financial position or results from operations.

         

    ASC 470-20. The Emerging Issues Task Force (“EITF”) reached consensus on Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 was incorporated into ASC 470-20, Distinguising Liabilities vs Equity. ASC 470-20 provides guidance for instruments (including options or warrants on a company’s shares, forward contracts on a company’s shares, and convertible debt instruments and convertible preferred stock) that may contain contract terms that call into question whether the instrument or embedded feature is indexed to the entity’s own stock. ASC 470-20 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. The adoption of this standard did not have any impact on the Company’s financial position or results from operations.

         

    ASC 855. The FASB issued FASB Statement No. 165, Subsequent Events. The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to the issuance of financial statements. This statement was incorporated into ASC 855, Subsequent Events (“ASC 855”).

    F-10



    MAVERICK MINERALS CORPORATION
    (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    December 31, 2009 and 2008
    (Expressed in U.S. Dollars)

    Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

    (m)

    New Accounting Pronouncements - continued

       

    ASC 855 - continued

       

    ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements as well as the circumstances under which the entity would recognize them and the related disclosures an entity should make. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

       
    (n)

    Recent Accounting Pronouncements Not Yet Adopted

       

    ASU 2010-06. The FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC in Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosure of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. The Company is currently assessing the impact of adoption of ASU 2009-14 and does not currently plan to early adopt.

       
    (o)

    Comparative Figures

       

    Certain comparative figures have been reclassified to conform to the current year’s presentation.


    Note 3. OIL AND GAS LEASES

    On December 14, 2009, the Company entered into a farm-out agreement (the “Farmout Agreement”) with Southeastern Pipe Line Company (“SEPL”) pursuant to which the Company acquired the right to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas (collectively, the “Leases”) and to the lands covered thereby subject to certain conditions, including the following:

      (i)

    Payment of a non-refundable fee of $350,000 to SEPL;

         
      (ii)

    Commencement of continuous and actual drilling operations on an oil or gas well to a good and workmanlike manner with due diligence and to a depth sufficient for testing on the undeveloped Leases on or prior to December 14, 2010;

         
      (iii)

    Completion of drilling on every drillable tract of the undeveloped Leases prior to commencing drilling operations on the developed Leases;

         
      (iv)

    Completion of the drilling of at least four wells on the undeveloped acreage, to a good and workmanlike manner with due diligence and to a depth sufficient for testing, and commence commercial production on such wells within 120 days after completion of drilling with the option to pay $250,000 per well to opt out of the requirement to drill up to two of the four wells;

    F-11



    MAVERICK MINERALS CORPORATION
    (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    December 31, 2009 and 2008
    (Expressed in U.S. Dollars)

    Note 3. OIL AND GAS LEASES - continued

      (v)

    Upon earning the interest in the Leases, The Company agrees to enter into a Joint Operating Agreement to govern operations by the parties on the Leases, and SEPL agrees to assign its 100% interest in the Leases to The Company subject to reserving an overriding royalty interest equal to the difference between all the existing lease burdens of record in effect as of October 1, 2009 and 30%, thereby delivering to The Company a 70% net revenue interest in the Leases; and

         
      (vi)

    The Company granting an option to SEPL pursuant to which SEPL may after all drilling and completion cost have been recovered by The Company, back-in a 25% of eight-eighths working interest (subject to proportionate reduction if The Company’s acreage covers less than the entirety of the mineral interest under the proration spacing unit drilled), on a well-by-well basis.

    Pursuant to the terms of the Farmout Agreement, if the Company fails to commence the drilling operations on the first test well by December 14, 2010, the agreement terminates immediately and the Company forfeits the deposit. Provided the Company establishes commercial production and meets the requirements for the first well tested, the Company will have an option to develop additional wells within 180 days after the completion of the first well tested or a subsequent wells tested. Also, pursuant to the terms of the agreement the Company agreed to indemnify SEPL and its affiliates from all claims arising from the drilling or operations of the first test well or any subsequent wells tested .

    In connection with these leases the Company issued 3,500,000 shares (Note 7) as payment for geological consulting services.

    Closing of the transactions contemplated in the Farmout Agreement occurred on December 14, 2009. Net carrying costs at December 31, 2009 and 2008:

          December 31, 2009     December 31, 2008  
      Deposit on oil and gas leases $  350,000   $  -  
      Consulting costs   210,000     -  
      Legal costs   11,195     -  
      Interest in Oil & Gas leases $  571,195   $  -  

    Note 4.   LOANS PAYABLE

      The Company has the following loans payable:            
          December 31, 2009     December 31, 2008  
       Art Brokerage – Current(1) $  586,519   $  611,514  
       Mr. Alonzo B. Leavell(1)   20,000     20,000  
          606,519     631,514  
       Senergy Partners LLC(2)   357,750     -  
       Art Brokerage – Long Term   -     447,500  
        $  964,268   $  1,079,014  

      (1)

    These amounts are unsecured, bear no interest, with no specific terms of repayment.

      (2)

    This credit facility is unsecured, bears interest at 8% per annum, maturing on December 31, 2012 (see Note 7(b)). The remaining amount available under this credit facility is $642,250 as at December 31, 2009.

    On November 21, 2008, Pride of Aspen Associates LLC (“Pride of Aspen”) executed a Deed of Release pursuant to which Pride of Aspen released the Company from any obligation to repay the sum of $311,400 owed to Pride of Aspen for Nil consideration.

    F-12



    MAVERICK MINERALS CORPORATION
    (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    December 31, 2009 and 2008
    (Expressed in U.S. Dollars)

    Note 4.   LOANS PAYABLE - continued

    A portion of the Art Brokerage loan at December 31, 2008 had been classified as long-term debt as at December 31, 2008 since the Company had entered into the Debt Settlement Agreement (Note 7 (d)) on February 13, 2009, with Synergy Partners LLC (“Synergy”), before the 2008 financial statements were issued.

    Note 5.   CONVERTIBLE DEBT

    a)

    On November 26, 2009, the Company issued a convertible note in the amount of $100,000 to a related party to settle an outstanding payable of $100,000. This convertible note is due on demand, and bears interest at 8% per annum. The debt is convertible into common shares at a conversion rate of $0.30 per share.

       
    b)

    On December 11, 2009, the Company issued a convertible note in the amount of $35,625. This convertible note is due on June 11, 2010 and bears interest at 8% per annum. The debt is convertible into common shares at $0.75 per share. The Company has the right to prepay any portion of the principal amount of this debenture without prior written consent on the holder.

       

    Both convertible notes are accounted for in accordance with ASC 470-20 which requires the Company to classify as equity any amounts representing a beneficial conversion feature. As both conversion prices exceed the fair value of the underlying common shares on the issue date, no beneficial conversion feature is recognized under ASC 470-20 and the entire proceeds are classified as debt until such time as they are converted to equity. Accordingly, the convertible notes are presented on the consolidated balance sheets as a liability. No convertible notes discount is recognized.


        Convertible notes  
    Balance, December 31, 2008 $  -  
    Issuance of convertible note (a)   100,000  
    Issuance of convertible note (b)   35,625  
    Balance, December 31, 2009 $  135,625  

    Note 6.   RELATED PARTY TRANSACTIONS

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

    Management fees of $90,000 were charged to expense in these financial statements for the year ended December 31, 2009 (2008 - $90,000) There are management fees payable of $Nil at December 31, 2009 (2008 - $75,941) that have been included in accounts payable.

    Note 7. SHARE CAPITAL

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

    In July 2003, the Company issued 150,000 common shares to the Company’s CEO in exchange for management services. The transaction was recorded at the quoted market price of $0.70 per common share and resulted in compensation expense of $105,000. No consideration was received by the Company in the exchange of shares for management services.

    F-13



    MAVERICK MINERALS CORPORATION
    (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    December 31, 2009 and 2008
    (Expressed in U.S. Dollars)

    Note 7. SHARE CAPITAL – continued

    In June 2004, the Company issued 1,000,000 common shares at a price of $0.025 for proceeds of $25,000.

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

    In June 2005, the Company cancelled 5,437,932 common shares, under an agreement with certain stockholders, which included the former stockholders of UCO, and two other stockholders including the CEO of the Company. The former stockholders of UCO surrendered the majority of the shares which was approximately 95% of the total common shares that they held at the time. As a result of the share cancellation, one single common stockholder emerged as the majority stockholder with approximately 76% of the total issued and outstanding common shares. In addition, the CEO’s percentage common share holding increased and resulted in compensation expense of $44,720.

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

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

    In April 2006, the Company issued 6,000 common shares at a price of $0.10 for $600 in relation to the exercise of stock options. As of December 31, 2007, the Company was still owed this amount which has been recorded as a share subscription receivable.

    In 2007 and 2008, there were no share capital transactions.

    During the year ended December 31, 2009 the following transactions occurred:

      (a)

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

         
      (b)

    The Company entered into a loan agreement with Senergy on February 13, 2009, pursuant to which the Company established an unsecured revolving loan of up to $1,000,000 (the “Credit Facility”). The outstanding principal amount of the Credit Facility together with all the accrued and unpaid interest and all other amounts outstanding there under are due and payable in full on December 31, 2012, the maturity date. Outstanding principal under the Credit Facility bears interest at an annual rate of 8% (Note 4).

         
      (c)

    In connection with the Company entering into the Credit Facility and Debt Settlement Agreement with Senergy, the Company entered into an Assignment and Assumption Agreement with Senergy and Art Brokerage, Inc. (“ABI”) dated February 13, 2009, pursuant to which ABI assigned to Senergy all of its right, title and interest to a debt (the “Assigned Debt”) of $447,500 (Note 4) owed by the Company to ABI.

         
      (d)

    On February 13, 2009, the Company entered into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy in consideration of Senergy entering into the Credit Facility. Pursuant to the terms of the Debt Settlement Agreement, the company agreed to issue to Senergy 8,950,000 shares of the Company common stock in settlement of a $447,500 debt owed to Senergy.

    F-14



    MAVERICK MINERALS CORPORATION
    (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    December 31, 2009 and 2008
    (Expressed in U.S. Dollars)

    Note 7. SHARE CAPITAL – continued

    As a result of these transactions, Senergy acquired 8,950,000 shares or 92.3% of the Company’s issued and outstanding common stock. The Company issued 8,950,000 common shares to settle an amount owing with respect to a loan payable totaling $447,500. The transaction was recorded at the quoted market price of $0.40 and resulted in a loss on settlement of loan payable of $3,132,500.

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

    On September 24, 2009, the Company issued a further 436,000 shares to settle $218,000 owed to ABI (Note 4). The transaction was recorded at the quoted at the market price of $0.30 and was treated as a capital transaction which resulted in a charge to equity of $218,000.

    On December 11, 2009, the Company issued 175,000 shares each to two consultants, (350,000 shares total) for geological consulting services. The transactions were recorded at the quoted market price of $0.60 per share for total consideration of $210,000 which was capitalized to Oil and Gas Leases on the balance sheet (Note 3).

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

    Note 8.   STOCK OPTIONS AND STOCK BASED COMPENSATION

    Stock options

    The stock option plan of the Company provides for the granting of up to 300,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the stock option plan, the granting of incentive and non-qualified stock options, exercise prices and terms were determined by the Board of Directors.

    On June 1, 2009, the Company’s board of directors adopted the 2009 Stock Option Plan. The purpose of the 2009 stock option plan is to retain the services of valued key employees and consultants of the Company. Under the plan, the plan administrator is authorized to grant stock options to acquire up to a total of up to 7,500,000 shares of common stock.

    Stock-based compensation

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

          2009  
       Risk-free interest rate   2.42%  
       Dividend yield   Nil  
      Expected volatility factor of the expected market price of the Company’s common shares 317%
       Weighted average expected life of the options   3.36 yrs  
             
      There were no stock options granted or outstanding during 2008.      

    F-15



    MAVERICK MINERALS CORPORATION
    (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    December 31, 2009 and 2008
    (Expressed in U.S. Dollars)

    Note 8. STOCK OPTIONS AND STOCK BASED COMPENSATION - continued

    Stock-based compensation - continued

    During the year ended December 31, 2009, there were 115,000 options granted to directors and 30,000 options granted to consultants. All options granted were fully vested at the date of issuance which resulted in a stock-based compensation expense of $43,321 being charged to operations during the year ended December 31, 2009.

    These options are exercisable at price of $0.40 per option and expire on December 31, 2012. No options were exercised or expired in 2009. The fair value of these options granted was approximately $0.30 per share on the grant date.

    Note 9.   INCOME TAXES

    The tax effects of temporary differences that give rise to deferred tax assets at December 31, 2009 and 2008 are presented below:

          2009     2008  
                   
      Operating losses $  130,000   $  237,000  
      Capital losses   97,000     97,000  
      Management fees   31,000     -  
      Valuation allowance   (258,000 )   (334,000 )
        $  -   $  -  

    The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and this causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.

    The provision for income taxes differs from the amount estimated using the United States federal statutory income tax rate as follows:

          For the year ended     For the year ended  
          December 31, 2009     December 31, 2008  
      Income tax expense (recovery) based on federal US statutory rates $  (1,167,000 ) $  37,000  
      Non-deductible gain on foreign exchange   -     (1,000 )
      Loss on debt settlement   1,095,000     -  
      Stock based compensation   15,000     -  
      Increase (decrease) in valuation allowance   57,000     (36,000 )
        $  -   $  -  

    At December 31, 2009, the Company had estimated losses carried forward of approximately $383,000 (2008- $698,000) that may be available to offset future taxable income. The valuation allowance was decreased by $133,000 (2008 - $Nil), representing the tax effect of operating losses restricted due to the change in ownership during the year ended December 31, 2009. The potential tax benefits have been fully allowed for in the valuation allowance in these financial statements. These Federal and state net operating loss carry-forwards begin to expire on various dates from 2025 through 2029.

    The Company files income tax returns in the United States. All of the Company’s tax returns are subject to tax examinations until respective statute of limitation. The Company currently has no tax years under examination. The Company’s tax filings for the years 2006 - 2009 remain open to examination.

    F-16



    MAVERICK MINERALS CORPORATION
    (An Exploration Stage Company)
    Notes to Consolidated Financial Statements
    December 31, 2009 and 2008
    (Expressed in U.S. Dollars)

    Note 9. INCOME TAXES - continued

    Based on management’s assessment of ASC 740, the Company concluded that the adoption of ASC 740 had no significant impact on our results of operations or financial position, and required no adjustment to the opening balance sheet accounts. The year-end analysis supports the same conclusion, and the Company does not have an accrual for uncertain tax positions as of December 31, 2008 and 2009.

    As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within twelve months of the reporting date.

    Note 10. FINANCIAL INSTRUMENTS

    (a)

    Interest rate Risk:

       

    It is management's opinion that the Corporation is not exposed to significant interest rate risk

       
    (b)

    Credit Risk:

       

    The Corporation maintains all of its cash and cash equivalents with major financial institutions in the United States. Management is of the opinion that the Corporation is not exposed to significant credit risk.

       
    (c)

    Foreign Currency Risk:

       

    A component of the Corporation’s transactions are undertaken in Canadian dollars. Fluctuation in exchange rates between the Canadian and US dollars could have a material effect on the business, results of operations and financial condition of the Corporation.

    F-17


    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

    None.

    Item 9A(T). Controls and Procedures.

    Evaluation of disclosure controls and procedures and remediation

    As required by Rule 13(a)-15 under the Exchange Act, in connection with this annual report on Form 10-K, under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated our disclosure controls and procedures as of December 31, 2009, including the remedial actions discussed below, and we have concluded that, as of December 31, 2009, our disclosure controls and procedures were ineffective as discussed in greater detail below. As of the date of this filing, we are still in the process of remediating such material weaknesses in our internal controls and procedures.

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

    Management’s annual report on internal control over financial reporting

    Management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our Chief Executive Officer, the effectiveness of our internal control over financial reporting as of December 31, 2009.

    Based on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of December 31, 2009, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

    This annual report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management’s report in this annual report.

    Limitations on Effectiveness of Controls

    Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of

    -27-


    controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

    Material Weaknesses Identified

    In connection with the preparation of our consolidated financial statements for the year ended December 31, 2009, certain significant deficiencies in internal control became evident to management that represent material weaknesses, including:

      (i)

    Lack of a sufficient number of independent directors for our board and audit committee. We currently have no independent director on our board, which is comprised of one director. As a publicly-traded company, we strive to have a majority of our board of directors be independent;

         
      (ii)

    Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the year ended December 31, 2009, we had limited staff that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected;

         
      (iii)

    There is a lack of sufficient supervision and review by our corporate management;

         
      (iv)

    Insufficient corporate governance policies. Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management; and

         
      (v)

    Our company’s accounting personnel does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. Management corrected any errors prior to the release of our company’s December 31, 2009 consolidated financial statements.

    Plan for Remediation of Material Weaknesses

    We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2010 assessment of the effectiveness of our internal control over financial reporting.

    Subject to receipt of additional financing, we intend to undertake the below remediation measures to address the material weaknesses described in this annual report. Such remediation activities include the following:

      (1)

    We continue to recruit two or more additional independent board members to join our board of directors and will consider the adoption of an audit committee at such time as additional board members are retained;

         
      (2)

    We intend to retain a qualified CFO to assist in the preparation of our public filings and assist on accounting matters; and

    -28-



      (3)

    We intend to continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

    Changes in Internal Controls over Financial Reporting

    There were no changes in our internal control over financial reporting during the quarter ended December 31, 2009 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

    ITEM 9B. OTHER INFORMATION.

    None.

    -29-


    PART III

    ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

    Directors and Executive Officers

    Name Age Position
    Robert Kinloch
    54
    President, Chief Executive Officer, Chief Financial Officer and
    Director
    Donald Kinloch 51 Secretary and Treasurer

    Summary Background of Executive Officers and Directors

    The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

    Robert Kinloch

    Since July 5, 2001, Mr. Robert Kinloch has been the President, Chief Executive Officer, Chief Financial Officer and sole member of the Board of Directors of our company. In his capacity as Chief Financial Officer, Mr. Kinloch is and has been responsible for the finance function of our company including supervising the preparation of our financial statements and as the sole member of our board of directors has served on our audit committee. Mr. Kinloch’s duties as President and Chief Executive Officer include the business development function, investigating qualified investment opportunities and designing and implementing the required due diligence and acquisition financing. In addition Mr. Kinloch is responsible for our regulatory obligations as a reporting issuer. From June 2002 until May 2005 Mr. Kinloch was the President and sole member of the board of directors of AMT Canada Inc., a private company registered under the laws of the Yukon Territory, Canada. From March 2004 until April 2005, Mr. Kinloch was President and a member of the board of directors of UCO Energy Corporation, a private company incorporated pursuant to the laws of the State of Nevada. Mr. Kinloch is the brother of Donald Kinloch, our Secretary and Treasurer.

    Donald Kinloch

    Since September 4, 2002, Mr. Donald Kinloch has been our Secretary and Treasurer. Donald Kinloch is the brother of Robert Kinloch, our President, Chief Executive Officer, Chief Financial Officer and sole member of our board of directors. Since January 1998, Mr. Kinloch has been an independent consultant conducting contractual due diligence, supplying market research and developing communication strategies. From March 2004 until April 2005, Mr. Kinloch was the Secretary and Treasurer of UCO Energy Corporation, a private company incorporated pursuant to the laws of the State of Nevada.

    Term of Office

    The directors serve until their successors are elected by the shareholders. Vacancies on the Board of Directors may be filled by appointment of the majority of the continuing directors. The executive officers serve at the discretion of the Board of Directors.

    Family Relationships

    Robert Kinloch and Donald Kinloch are brothers.

    Significant Employees

    We have no significant employees other than the directors and officers described above.

    -30-


    Involvement in Certain Legal Proceedings

    Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:

      1.

    any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

         
      2.

    any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

         
      3.

    being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

         
      4.

    being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

    Audit Committee

    The Company’s audit committee is composed of its directors and officers, Robert Kinloch and Donald Kinloch.

    Audit Committee Financial Expert

    Our board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit committee members are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

    Code of Ethics

    We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our annual report on Form 10-KSB filed on April 24, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

    Section 16(a) Beneficial Ownership Compliance

    Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

    Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that other than as disclosed below, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

    -31-





    Name


    Number of Late Reports
    Number of Transactions
    Not Reported on a
    Timely Basis

    Failure to File
    Requested Forms
    Robert Kinloch 6 6 6
    Donald Kinloch 1 1 1

    ITEM 11. EXECUTIVE COMPENSATION.

    The particulars of compensation paid to the following persons:

    • our principal executive officer;

    • each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2009; and

    • up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,

    who we will collectively refer to as the named executive officers, for our years ended December 31, 2009 and 2008, are set out in the following summary compensation table:

       SUMMARY COMPENSATION TABLE   





    Name
    and Principal
    Position







    Year






    Salary
    ($)






    Bonus
    ($)





    Stock
    Awards
    ($)





    Option
    Awards
    ($) (1)

    Non-
    Equity
    Incentive
    Plan
    Compensa-
    tion
    ($)
    Change in
    Pension
    Value and
    Nonqualified
    Deferred
    Compensation
    Earnings
    ($)



    All
    Other
    Compensa
    -tion
    ($)






    Total
    ($)
    Robert Kinloch
    President, Chief
    Executive Officer and
    Director
    2009
    2008

    $90,000
    $90,000

    Nil
    Nil

    Nil
    Nil

    Nil
    Nil

    Nil
    Nil

    Nil
    Nil

    Nil
    Nil

    $90,000
    $90,000

    Donald Kinloch
    Secretary and Treasurer
    2009
    2008
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $29,577
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $29,577
    Nil

    (1) For a description of the methodology and assumptions used in valuing the option awards granted to our officers and directors during the year ended December 31, 2009, please review Note 8 to the financial statements included herein.

    Employment Contracts

    Effective May 5, 2005, we entered into a management agreement with Robert Kinloch wherein Mr. Kinloch would continue to perform the duties of the President, Chief Executive Officer and Chief Financial Officer at a salary of $90,000 per annum for a term of two years. The term of the management agreement expired in May, 2007. The Company has not renewed the management agreement with Mr. Kinloch, however, Mr. Kinloch pursuant to a verbal agreement with the Company, continues to receive a consulting fee of $7,500 per month for all management consulting services provided by him to the Company.

    There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

    -32-


    Outstanding Equity Awards at Fiscal Year-End

    The following table sets forth for each director certain information concerning the outstanding equity awards as of December 31, 2009.

      OPTION AWARDS STOCK AWARDS



    Name




    Number of
    Securities
    Underlying
    Unexercised
    Options (#)
    Exercisable




    Number of
    Securities
    Underlying
    Unexercised
    Options (#)
    Unexercisable
    Equity
    Incentive
    Plan
    Awards:
    Number of
    Securities
    Underlying
    Unexercised
    Unearned
    Options
    (#)



    Option
    Exercise
    Price
    ($)






    Option
    Expiration
    Date
    Number
    of
    Shares
    or
    Units of
    Stock
    That
    Have Not
    Vested
    (#)
    Market
    Value of
    Shares or
    Units of
    Stock
    That
    Have Not
    Vested
    ($)
    Equity
    Incentive
    Plan
    Awards:
    Number
    of
    Unearned
    Shares,
    Units or
    Other
    Rights
    That
    Have Not
    Vested
    (#)
    Equity
    Incentive
    Plan
    Awards:
    Market or
    Payout
    Value of
    Unearned
    Shares,
    Units or
    Other
    Rights That
    Have Not
    Vested
    (#)
    Robert
    Kinloch
    Nil
    Nil
    Nil
    -
    -
    -
    -
    -
    -
    Donald
    Kinloch
    100,000
    100,000
    100,000
    $0.40
    12/31/12
    Nil
    -
    Nil
    Nil

    Aggregated Options Exercised in the Year Ended December 31, 2009 and Year End Option Values

    There were no stock options exercised during the year ended December 31, 2009.

    Repricing of Options/SARS

    Other than by way of adjustment the effectiveness of our 10 for 1 reverse stock split in December 2009, we did not reprice any options previously granted during the year ended December 31, 2009.

    Director Compensation

    We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay any other director’s fees or other compensation for services rendered as a director for the fiscal year ended December 31, 2009.

    We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

    As of April 14, 2010, there were 10,476,721 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

    -33-



      Name and Address Number of Shares Percentage of Class
    Title of Class of Beneficial Owner Beneficially Owned (1) (2)
    Directors and Officers:      
           
    Common Stock


    Robert J. Kinloch
    2501 Lansdowne Ave.
    Saskatoon, SK
    Canada S7J 1H3
    73,623


    *


           
    Common Stock


    Donald Kinloch
    302-95 Sidney St.
    Belleville, Ontario
    Canada K8P 1J6

    102,500(3)

    1%


           
    Common Stock
    Directors and Officers as
    a group (two)
    176,123
    1.67%
           
    Major Shareholders:      
           
    Common Stock


    Senergy Partners LLC
    2245 N. Green Valley Pkwy
    Suite 429
    Henderson, NV 89014
    8,950,000


    85.4%


    Notes:
    *Less than 1%

    (1)

    Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

       
    (2)

    The percentage of class is based on 10,476,721 shares of common stock issued and outstanding as of April 14, 2010.

       
    (3)

    Total consists of 2,500 shares of the Company beneficially owned by Mr. Donald Kinloch and 100,000 shares of the Company acquirable on exercise of options within 60 days of the date hereof.

    Changes in Control

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

    In consideration of Senergy entering into the Credit Facility, Maverick agreed to enter into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy dated as of February 13, 2009. Pursuant to the terms of the Debt Settlement Agreement, the Company agreed to issue to Senergy 8,950,000 post-split shares of its common stock at a deemed price of US$0.05 per share in settlement of a US$447,500 debt owed to Senergy.

    -34-


    The shares were issued to Senergy pursuant to Rule 506 of Regulation D on the basis that Senergy represented that they are an “accredited investor” as such term is defined in Rule 501 of Regulation D. Senergy delivered appropriate investment representations satisfactory to Maverick with respect to this transaction and consented to the imposition of restrictive legends upon the certificates evidencing such shares.

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

    As a result of the above transactions a change in control of the Company occurred. Senergy has acquired 8,950,000 post-split shares. There are no arrangements or understandings among the Company and Senergy and/or its affiliates with respect to election of directors or other matters.

    ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

    Except as set out below, no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, since the beginning of our company’s fiscal year ended December 31, 2009, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

    On February 13, 2009, the Company entered into a loan agreement with Senergy Partners LLC (“Senergy”), a private Nevada limited liability corporation, pursuant to which the Company received a revolving loan of up to US$1,000,000 (the “Credit Facility”). The outstanding principal amount of the Credit Facility together with all accrued and unpaid interest and all other amounts outstanding thereunder are due and payable in full on December 31, 2012, the maturity date. Outstanding principal under the Credit Facility bears interest at an annual rate of 8%. As a condition of the Credit Facility, the Company agreed to use funds received under the Credit Facility solely for the purpose of funding ongoing general and administrative expenses, consulting and due diligence expenses, professional fees and joint venture programs. As of the date of this annual report we have $642,250 available under our Credit Facility with Senergy.

    In consideration of Senergy entering into the Credit Facility, the Company agreed to enter into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy dated as of February 13, 2009. Pursuant to the terms of the Debt Settlement Agreement, the Company agreed to issue to 8,950,000 post-split shares of its common stock at a deemed price of US$0.05 per share in settlement of a US$447,500 debt owed to Senergy. In connection with our entry into the Credit Facility and Debt Settlement Agreement with Senergy, the Company entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with Senergy and Art Brokerage, Inc. (“ABI”) pursuant to which ABI assigned to Senergy all its right, title and interest to a debt (the “Assigned Debt”) of US$447,500 owed by the Company to ABI. The Company executed the Assignment Agreement solely to consent to and acknowledge the assignment of the Assigned Debt as contemplated by the agreement. As a result of the above transactions a change in control of the Company has occurred. Senergy has acquired 8,950,000 post-split shares. There are no arrangements or understandings among the Company and Senergy and/or its affiliates with respect to election of directors or other matters.

    On May 5, 2005, we entered into a management agreement with our chief executive officer, Robert Kinloch. The agreement was for a term of two years with an annual fee of $90,000 and will expire, unless amended, on May 31, 2007. Effective May 5, 2005, we entered into a management agreement with Robert Kinloch wherein Mr. Kinloch would continue to perform the duties of the President, Chief Executive Officer and Chief Financial Officer. The term of the management agreement expired in May 2007. The Company has not renewed the management agreement with Mr. Kinloch, however, Mr. Kinloch pursuant to a verbal agreement with the Company, continues to receive a consulting fee of $7,500 per month for all management consulting services provided by him to the Company.

    -35-


    On November 26, 2009, we entered into a subscription agreement with Robert Kinloch pursuant to which Mr. Kinloch purchased one convertible debenture (the “Debenture”) in the aggregate principal amount of $100,000 in settlement of $100,000 of outstanding debt owed by the Company to Mr. Kinloch. The Debenture is convertible into shares of the Company’s common stock, par value $0.001 at a deemed conversion price per share of $0.30 for an aggregate purchase price of $100,000. The Debenture is payable on demand, and bears interest at the rate of 8% per annum, payable on the date of conversion of the Debenture. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the date the Debenture is issued until payment in full of the principal amount, together with all accrued and unpaid interest and other amounts which may become due have been made.

    Director Independence

    Our common stock is quoted on FINRA’s Over-the-Counter Bulletin Board, which does not have director independence requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Mr. Robert Kinloch is our chief executive officer and president and our sole director. As a result, we do not have any independent directors.

    As a result of our limited operating history and limited resources, our management believes that we will have difficulty in attracting independent directors. In addition, we would be likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

    Board of Directors

    Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in the United States. Our board’s primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards.

    The board is also responsible for:

    • selecting and assessing members of the Board;
    • choosing, assessing and compensating the Chief Executive Officer of our company, approving the compensation of all executive officers and ensuring that an orderly management succession plan exists;
    • reviewing and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;
    • adopting a code of conduct and a disclosure policy for our company, and monitoring performance against those policies;
    • ensuring the integrity of our company’s internal control and management information systems;
    • approving any major changes to our company’s capital structure, including significant investments or financing arrangements; and
    • reviewing and approving any other issues which, in the view of the Board or management, may require Board scrutiny.

    Orientation and Continuing Education

    We have an informal process to orient and educate new recruits to the board regarding their role of the board, our committees and our directors, as well as the nature and operations of our business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a board member. This information includes the most recent board approved budget, the most recent annual report, the audited financial statements and copies of the interim quarterly financial statements.

    The board does not provide continuing education for its directors. Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as directors.

    -36-


    Nomination of Directors

    The board is responsible for identifying new director nominees. In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the board. As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.

    Assessments

    The board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our company’s major needs. However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment.

    ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

    Audit fees

    The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2009 and December 31, 2008 for professional services rendered by BDO Canada LLP, Chartered Accountants, for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:



    Year Ended
    December 31,
    2009
    Year Ended
    December 31,
    2008
    Audit Fees $50,400 $90,000
    Audit Related Fees - -
    Tax Fees $4,100 $15,250
    All Other Fees - -
    Total $54,500 $105,250

    In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year along with reviews of interim quarterly financial statements. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

    Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

    The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

    The board of directors has considered the nature and amount of fees billed by BDO Canada LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining BDO Canada LLP.

    -37-


    PART IV

    ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

    Exhibit  
    Number Description
    3.1

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

     

    3.2

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

     

    3.3

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

     

    4.1

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

     

    10.1

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

     

    10.2

    Mutual Release Agreement between Eskota Energy Corporation and Veneto Exploration, LLC and Assignment of Oil and Gas Leases dated July 6, 2006 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)

     

    10.3

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

     

    10.4

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

     

    10.5

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

     

    10.6

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

     

    10.7

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

     

    10.8

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

     

    10.9

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

     

    10.10

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

     

    10.11

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

     

    10.12

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

    -38-



    Exhibit  
    Number Description
    10.13

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

     

    10.14

    Debt Settlement and Subscription Agreement dated as of September 24, 2009 between Maverick Minerals Corp. and The Art Brokerage Inc. (incorporated by reference from our Form 10-Q Quarterly report, filed on November 16, 2009)

     

    10.15

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

     

    10.16

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

     

    10.17

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

     

    10.17

    Subscription Agreement and Convertible Debenture dated December 17, 2009 between Maverick Minerals Corporation and David Steiner.

     

    14.1

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

     

    21.1*

    List of Subsidiaries

     

    31.1*

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

     

    32.1*

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

    * Filed herewith.

    -39-


    SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    MAVERICK MINERALS CORPORATION

    By /s/ Robert Kinloch  
      Robert Kinloch  
      President, Chief Executive Officer and Chief Financial Officer  
      (Principal Executive Officer, Principal Accounting Officer  
      and Principal Financial Officer)  
         
    Date: April 14, 2010  

    In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

    By /s/ Robert Kinloch  
      Robert Kinloch  
      Sole director, Chief Executive Officer and Chief Financial Officer  
      (Principal Executive Officer, Principal Accounting Officer  
      and Principal Financial Officer)  
         
    Date: April 14, 2010  

    -40-