| MAVERICK MINERALS CORPORATION |
| (An Exploration Stage Company) |
| Consolidated Balance Sheets |
| (Expressed in U.S. Dollars) |
| Unaudited |
| March 31 | December 31 | |||||
| 2007 | 2006 | |||||
| Current Assets | ||||||
| Cash | $ | 17 | $ | 29 | ||
| Prepaid expenses | - | 3,186 | ||||
| TOTAL ASSETS | $ | 17 | 3,215 | |||
| Current Liabilities | ||||||
| Accounts payable (Note 5) | $ | 74,203 | $ | 35,970 | ||
| Accrued liabilities | 44,603 | 84,480 | ||||
| Loans payable (Note 4) | 1,072,040 | 1,039,040 | ||||
| TOTAL LIABILITIES | 1,190,846 | 1,159,490 | ||||
| Capital Deficit | ||||||
| Capital Stock | ||||||
| Authorized: | ||||||
| 100,000,000 common shares at $0.001 par value | ||||||
| Issued and fully paid 27,407,208 (2006 - 27,407,208) common shares | ||||||
| Par value | 27,407 | 27,407 | ||||
| Share subscription receivable | (600 | ) | (600 | ) | ||
| Additional paid-in capital | 536,204 | 536,204 | ||||
| Deficit, accumulated during the exploration stage | (1,754,713 | ) | (1,720,159 | ) | ||
| Accumulated other comprehensive income | 873 | 873 | ||||
| TOTAL CAPITAL DEFICIT | (1,190,829 | ) | (1,156,275 | ) | ||
| TOTAL LIABILITIES AND CAPITAL DEFICIT | $ | 17 | $ | 3,215 |
The accompanying notes are an integral part of these financial statements
- F-1 -
MAVERICK MINERALS CORPORATION
(An Exploration Stage
Company)
Consolidated Statements of Operations and Comprehensive Loss
Unaudited
| Cumulative From | |||||||||
| Date of Inception | |||||||||
| (April 21, 2003) | Three months Ended | ||||||||
| to March 31, | March 31 | ||||||||
| 2007 | 2007 | 2006 | |||||||
| Restated - Note 8 | |||||||||
| General and administration expenses | |||||||||
| Audit fees | $ | 142,405 | $ | - | $ | - | |||
| Freight | 7,601 | - | - | ||||||
| Insurance | 186,297 | - | - | ||||||
| Accounting, legal, engineering & consulting, | |||||||||
| investor relations | 177,022 | 8,853 | 9,125 | ||||||
| Management fees and stock based compensation (Note 5) | 666,018 | 22,500 | 22,500 | ||||||
| Office | 55,001 | 432 | 858 | ||||||
| Telephone and utilities | 83,059 | - | - | ||||||
| Transfer agent fees | 7,075 | - | 284 | ||||||
| Travel | 169,193 | 2,769 | 8,962 | ||||||
| Wages and benefits | 86,588 | - | - | ||||||
| Gain on disposal of assets | (795,231 | ) | - | - | |||||
| Loss from operations | (785,028 | ) | (34,554 | ) | (41,729 | ) | |||
| Other income (expenses) | |||||||||
| Interest expense | (49,357 | ) | - | (10,500 | ) | ||||
| Loss on settlement of loan payable (Note 6) | (71,600 | ) | - | - | |||||
| Gain on liabilities write-off | 300,973 | - | - | ||||||
| Loss from continuing operations | (605,012 | ) | (34,554 | ) | (52,229 | ) | |||
| Loss from discontinued operations (Note 3) | (1,149,701 | ) | - | - | |||||
| Loss for the period | (1,754,713 | ) | (34,554 | ) | (93,958 | ) | |||
| Other Comprehensive Income | |||||||||
| Foreign currency translation adjustments | 873 | - | - | ||||||
| Comprehensive Loss | $ | (1,753,840 | ) | $ | (34,554 | ) | $ | (93,958 | ) |
| Loss per share - basic and diluted | ($0.00 | ) | ($0.00 | ) | |||||
| Weighted average shares outstanding | 27,407,208 | 27,347,208 | |||||||
The accompanying notes are an integral part of these financial statements
- F-2 -
MAVERICK MINERALS CORPORATION
(An Exploration Stage
Company)
Consolidated Statements of Cash Flows
Unaudited
| Cumulative From | |||||||||
| Date of Inception | |||||||||
| (April 21, 2003) | Three Month Period Ended | ||||||||
| to March 31, | March 31 | ||||||||
| 2007 | 2007 | 2006 | |||||||
| Operating Activities | |||||||||
| Net loss for the period | $ | (1,754,713 | ) | $ | (34,554 | ) | $ | (52,229 | ) |
| Adjustments to reconcile net loss for the period | |||||||||
| to cash flows used in operating activities | |||||||||
| Impairment of investment in oil and gas leases | 419,959 | - | - | ||||||
| Gain on disposal of assets | (933,995 | ) | - | - | |||||
| Gain on liabilities write-off | (300,973 | ) | - | - | |||||
| Stock based compensation | 196,559 | - | - | ||||||
| Depreciation | 277,578 | - | - | ||||||
| Shares issued for services | 105,000 | - | - | ||||||
| Loss on settlement of loan payable | 71,600 | - | - | ||||||
| Changes in non-cash working capital items | |||||||||
| Prepaid expenses | - | 3,186 | (10,500 | ) | |||||
| Accounts payable | 1,534,562 | 38,233 | (4,935 | ) | |||||
| Accrued liabilities | 44,603 | (39,877 | ) | (2,350 | ) | ||||
| Cash used in operating activities | (339,820 | ) | (33,012 | ) | (70,014 | ) | |||
| Investing Activities | |||||||||
| Investment in oil and gas leases | (474,959 | ) | - | (55,000 | ) | ||||
| Purchase of property and equipment | (311,367 | ) | - | - | |||||
| Cash used in investing activities | (786,326 | ) | - | (55,000 | ) | ||||
| Financing Activities | |||||||||
| Shares issued for cash | 53,250 | - | - | ||||||
| Proceeds from loans payable | 1,072,040 | 33,000 | 124,920 | ||||||
| Cash provided by financing activities | 1,125,290 | 33,000 | 124,920 | ||||||
| Decrease in Cash during the period | (856 | ) | (12 | ) | (94 | ) | |||
| Effect of cumulative currency translation | 873 | - | - | ||||||
| Cash, beginning of the period | - | 29 | 196 | ||||||
| Cash, end of the period | $ | 17 | $ | 17 | $ | 102 | |||
| Supplemental Cash Flow information | |||||||||
| Interest paid | $ | 56,000 | $ | - | $ | 10,500 | |||
| Non-cash investing and financing activities: | |||||||||
| Impairment in oil and gas leases | 419,959 | - | - | ||||||
| Investment in oil and gas leases in exchange | |||||||||
| for notes payable to Veneto | 1,400,000 | - | - | ||||||
| Transfer of leases in settlement of notes payable | 1,400,000 | - | - | ||||||
| Assignment of accounts payable from transfer of leases | 193,764 | - | - | ||||||
| Settlement of loan payable (Note 6) | 53,700 | - | - | ||||||
| Forgiveness of related party balances payable (Note 5) | 1,027,791 | - | - | ||||||
The accompanying notes are an integral part of these financial statements
- F-3 -
| MAVERICK MINERALS CORPORATION |
| (An Exploration Stage Company) |
| Statement of Changes in Capital Deficit |
| For the Period From date of inception on April 21, 2003 to March 31, 2007 |
| (Expressed in U.S. Dollars) |
| Unaudited |
| Number of | Par Value | Additional | Share | Accumulated | Other | Total | ||||||||||||||
| Common | @$0.001 | Paid-in | Subscription | Deficit | Comprehensive | Capital | ||||||||||||||
| Shares | Per Share | Capital | Receivable | Loss | Deficit | |||||||||||||||
| Balance, April 21, 2003 | 100 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||
| Adjustment for the issuance of | ||||||||||||||||||||
| common stock on recapitalization | 37,580,400 | 37,580 | (37,580 | ) | - | - | - | - | ||||||||||||
| 37,580,500 | 37,580 | (37,580 | ) | - | - | - | - | |||||||||||||
| Adjustment to capital deficit of the | ||||||||||||||||||||
| Company at the recapitalization date | 4,176,026 | 4,176 | (949,065 | ) | - | - | - | (944,889 | ) | |||||||||||
| 41,756,526 | 41,756 | (986,645 | ) | - | - | - | (944,889 | ) | ||||||||||||
| Shares issued for management services (Note 6) | 1,500,000 | 1,500 | 103,500 | - | - | - | 105,000 | |||||||||||||
| Currency translation adjustment | - | - | - | - | - | 873 | 873 | |||||||||||||
| Net loss for the period | - | - | - | - | (626,985 | ) | - | (626,985 | ) | |||||||||||
| Balance, December 31, 2003 | 43,256,526 | 43,256 | (883,145 | ) | - | (626,985 | ) | 873 | (1,466,001 | ) | ||||||||||
| Shares issued for cash (Note 6) | 10,000,000 | 10,000 | 15,000 | - | - | - | 25,000 | |||||||||||||
| Shares subscribed but unissued | - | 27,500 | - | - | - | - | 27,500 | |||||||||||||
| Forgiveness of related party balances payable(Note 5) | - | - | 1,027,791 | - | - | - | 1,027,791 | |||||||||||||
| Net income for the year | - | - | - | - | 71,698 | - | 71,698 | |||||||||||||
| Balance, December 31, 2004 | 53,256,526 | 80,756 | 159,646 | - | (555,287 | ) | 873 | (314,012 | ) | |||||||||||
| Shares subscribed but unissued | - | (27,500 | ) | - | - | - | - | (27,500 | ) | |||||||||||
| Shares issued for cash (Note 6) | 27,500,000 | 27,500 | - | - | - | - | 27,500 | |||||||||||||
| Cancellation of shares (Note 6) | (54,379,318 | ) | (54,379 | ) | 54,379 | - | - | - | - | |||||||||||
| Compensation expense on share cancellation (Note 6) | - | - | 44,720 | - | - | - | 44,720 | |||||||||||||
| Shares issued for loan payable settlement (Note 6) | 895,000 | 895 | 124,405 | - | - | - | 125,300 | |||||||||||||
| Shares issued for cash (Note 6) | 75,000 | 75 | 675 | - | - | - | 750 | |||||||||||||
| Stock based compensation | - | - | 140,438 | - | - | - | 140,438 | |||||||||||||
| Net loss for the year | - | - | - | - | (1,036,098 | ) | - | (1,036,098 | ) | |||||||||||
| Balance, December 31, 2005 | 27,347,208 | 27,347 | 524,263 | - | (1,591,385 | ) | 873 | (1,038,902 | ) | |||||||||||
| Shares issued for cash (Note 6) | 60,000 | 60 | 540 | (600 | ) | - | - | - | ||||||||||||
| Stock based compensation | - | - | 11,401 | - | - | - | 11,401 | |||||||||||||
| Net loss for the year | - | - | - | - | (128,774 | ) | - | (128,774 | ) | |||||||||||
| Balance, December 31, 2006 | 27,407,208 | 27,407 | 536,204 | (600 | ) | (1,720,159 | ) | 873 | (1,156,275 | ) | ||||||||||
| Net loss for the period | - | - | - | - | (34,554 | ) | - | (34,554 | ) | |||||||||||
| Balance, March 31, 2007 | 27,407,208 | $ | 27,407 | $ | 536,204 | $ | (600 | ) | $ | (1,754,713 | ) | $ | 873 | $ | (1,190,829 | ) |
The accompanying notes are an integral part of these financial statements
- F-4 -
| MAVERICK MINERALS CORPORATION |
| (An Exploration Stage Company) |
| Notes to Consolidated Financial Statements |
| March 31, 2007 |
| (Expressed in U.S. Dollars) |
| Unaudited |
| Note 1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN |
|
|
Maverick Minerals Corporation (the Company) was incorporated on August 27, 1998 under the Company Act of the State of Nevada, U.S.A. to pursue opportunities in the business of franchising fast food distributor systems. On May 23, 2001, the Company changed its direction to the energy and mineral resource fields, as an exploration stage company, and still is an exploration stage company. |
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On April 21, 2003 the Company closed a transaction, as set out in the Purchase Agreement (the Agreement) with UCO Energy Corporation (UCO) to purchase the outstanding equity of UCO. To facilitate the transaction, the Company consolidated its share capital at a ratio of one for five. Subsequent to the share consolidation, the Company issued 37,580,400 common shares in exchange for all the issued and outstanding common shares of UCO. As a result of the transaction, the former shareholders of UCO held approximately 90% of the issued and outstanding common shares of the Company. The acquisition of UCO was recorded as a reverse acquisition for accounting purposes as a recapitalization of UCO. A net distribution of $944,889 was recoded in connection with the common stock of the Company for the acquisition of UCO in respect of the Companys 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. |
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These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As at March 31, 2007, the Company has negative working capital of $1,190,829 (December 31, 2006 - $1,156,275), and had an accumulated deficit of $1,754,713 at March 31, 2007. The continuation of the Company is dependent upon obtaining a successful new exploration project, the continuing support of creditors and stockholders as well as achieving and maintaining a profitable level of operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Management anticipates that it requires approximately $1,065,000 to December 31, 2008 to continue operations. To the extent that cash needs are not achieved from operating cash flow and existing cash on hand, the Company plans to raise necessary cash through equity issuances and/or debt financing. Amounts raised will be used to continue the development of the Company's explorations activities, and for other working capital purposes. |
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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. |
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| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
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Interim Financial Statements |
|
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The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. |
- F-5 -
| MAVERICK MINERALS CORPORATION |
| (An Exploration Stage Company) |
| Notes to Consolidated Financial Statements |
| March 31, 2007 |
| (Expressed in U.S. Dollars) |
| Unaudited |
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2006. The Company follows the same accounting policies in the preparation of interim reports. |
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Results of the operations for the interim periods are not indicative of the annual results. |
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| (a) | New Accounting Pronouncements |
|
Effective January 1, 2007, for US GAAP accounting purposes, the Company has adopted SFAS No. 155, Accounting for Certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and No. 140 (SFAS 155). SFAS 155 allows any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to be carried at fair value in its entirety, with changes in fair value recognized in earnings. In addition, SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative. There in no impact on the Companys March 31, 2007 quarterly financial statements resulting from the adoption of SFAS 155. |
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The FASB has issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings. The Company did not have any unrecognized benefits at January 1, 2007. In addition, no adjustments were recognized for uncertain tax benefits during the year. Accordingly, there is no impact on the Companys March 31, 2007 consolidated financial statements resulting from the adoption of FIN 48. |
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FIN 48 requires that interest expense and penalties related to unrecognized tax benefits be recognized in the Statement of Loss and Comprehensive Loss. FIN 48 allows recognized interest and penalties to be classified as either income tax expense or another appropriate expense classification. If the Company recognizes interest expense or penalties on future unrecognized tax benefits, they will be classified as income tax expense. |
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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of the provisions of SFAS No. 157. |
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In February 2007, FASB issued FASB Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". FASB 159 is effective for fiscal years beginning after November 15, 2007. FASB 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FASB 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The Company is currently evaluating the impact of the provisions of FASB 159. |
- F-6 -
| MAVERICK MINERALS CORPORATION |
| (An Exploration Stage Company) |
| Notes to Consolidated Financial Statements |
| March 31, 2007 |
| (Expressed in U.S. Dollars) |
| Unaudited |
| Note 3. | INVESTMENT IN OIL AND GAS LEASES |
The Company had working interests in petroleum and natural gas properties and cost and results of operations were as follows: |
| S. Neill Unitized Lease | ||||
| Costs of unitized lease acquired on August 31, 2005 | $ | 1,775,000 | ||
| Development costs during the year ended December 31, 2005 | 44,959 | |||
| Impairment write down as at December 31, 2005 | (419,959 | ) | ||
| Balance at, December 31, 2005 | 1,400,000 | |||
| Transfer of unitized lease to vendor as settlement of note payable | (1,400,000 | ) | ||