---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended March 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
EXCHANGE ACT 
For the transition period from _________to
________Commission File No. 000-25515

MAVERICK MINERALS CORPORATION(Exact name of 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 Avenue, Saskatoon, Saskatchewan S7J 1H3(Address of principal executive offices) (zip code)

306.343.5799(Registrants telephone number,
including area code)

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

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

Indicate by check mark whether the registrant 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 check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):

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

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

---

1

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity as of the latest practicable date: As of May 19, 2011, there were 12,152,617 shares of common stock, par
value $0.001, outstanding.

---

- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

---

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

|                                                                                                                                                                                                    |   | March 31,   |   |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                                                                                                                                                    |   | 2011        |   |   | 2010         |  
|                                                                                                                                                                                                    |   |             |   |   |              |  
|                                                                                                                                                                                                    |   |             |   |   |              |  
|Current Assets                                                                                                                                                                                      |   |             |   |   |              |  
|Cash                                                                                                                                                                                                | $ | 17,663      |   | $ | 64,767       |  
|Advances to related party (Note 6)                                                                                                                                                                  |   | 73,699      |   |   | 43,614       |  
|                                                                                                                                                                                                    |   | 91,362      |   |   | 108,381      |  
|Long term asset                                                                                                                                                                                     |   |             |   |   |              |  
|Oil and gas leases (Note 3)                                                                                                                                                                         |   | 1,013,718   |   |   | 1,013,468    |  
|TOTAL ASSETS                                                                                                                                                                                        | $ | 1,105,080   |   | $ | 1,121,849    |  
|                                                                                                                                                                                                    |   |             |   |   |              |  
|                                                                                                                                                                                                    |   |             |   |   |              |  
|Current Liabilities                                                                                                                                                                                 |   |             |   |   |              |  
|Accounts payable                                                                                                                                                                                    | $ | 107,254     |   | $ | 118,352      |  
|Accrued liabilities                                                                                                                                                                                 |   | 4,581       |   |   | 25,975       |  
|Accrued interest on loans payable (Note 6)                                                                                                                                                          |   | 123,426     |   |   | 76,976       |  
|Convertible debt (Note 5)                                                                                                                                                                           |   | 100,000     |   |   | 100,000      |  
|Loans payable (Note 4)                                                                                                                                                                              |   | 1,217,743   |   |   | 1,049,743    |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                                           |   | 1,553,004   |   |   | 1,371,046    |  
|                                                                                                                                                                                                    |   |             |   |   |              |  
|Long term liabilities                                                                                                                                                                               |   |             |   |   |              |  
|Loans payable (Note 4)                                                                                                                                                                              |   | 2,207,750   |   |   | 2,357,750    |  
|Asset retirement obligation (Note 9)                                                                                                                                                                |   | 50,000      |   |   | 50,000       |  
|TOTAL LIABILITIES                                                                                                                                                                                   |   | 3,810,754   |   |   | 3,778,796    |  
|                                                                                                                                                                                                    |   |             |   |   |              |  
|Capital Deficit                                                                                                                                                                                     |   |             |   |   |              |  
|Capital Stock (Note 7)                                                                                                                                                                              |   |             |   |   |              |  
|Common Shares Authorized: 
          750,000,000 common shares at $0.001 par value 
      Issued and fully paid 12,152,617 (December 31, 2010 - 11,602,617)
      common share 
          Par value |   | 12,153      |   |   | 11,603       |  
|Additional paid-in capital                                                                                                                                                                          |   | 8,010,051   |   |   | 7,616,851    |  
|Shares to be issued                                                                                                                                                                                 |   | -           |   |   | 250,000      |  
|Deficit, accumulated during the exploration stage                                                                                                                                                   |   | (10,728,751 | ) |   | (10,536,274  | )
|Accumulated other comprehensive income                                                                                                                                                              |   | 873         |   |   | 873          |  
|TOTAL CAPITAL DEFICIT                                                                                                                                                                               |   | (2,705,674  | ) |   | (2,656,947   | )
|TOTAL LIABILITIES AND CAPITAL DEFICIT                                                                                                                                                               | $ | 1,105,080   |   | $ | 1,121,849    |  

The accompanying notes are an intergral part of these financial
  statements

---

|MAVERICK MINERALS CORPORATION                                     
|------------------------------------------------------------------
|(An Exploration Stage Company)                                    
|Consolidated Statements of Operations and Comprehensive
      Loss
|Unaudited                                                         
|(Expressed in
      U.S. Dollars)                                 

|                                                                     |   | Cumulative From   |   |   |                    |   |   |            |  
|-------------------------------------------------------------------- | - | ----------------- | - | - | ------------------ | - | - | ---------- | -
|                                                                     |   | Date of Inception |   |   |                    |   |   |            |  
|                                                                     |   | (April 21, 2003)  |   |   | Three Months Ended |  
|                                                                     |   | to
      March 31 |   |   | March 31           |  
|                                                                     |   | 2011              |   |   | 2011               |   |   | 2010       |  
|                                                                     |   |                   |   |   |                    |   |   |            |  
|                                                                     |   |                   |   |   |                    |   |   |            |  
|General and administration expenses                                  |   |                   |   |   |                    |   |   |            |  
|Audit fees                                                           | $ | 444,239           |   | $ | 53,751             |   | $ | 11,520     |  
|Freight                                                              |   | 7,600             |   |   | -                  |   |   | -          |  
|Insurance                                                            |   | 186,297           |   |   | -                  |   |   | -          |  
|Accounting, legal, engineering &
      consulting investor relations |   | 514,770           |   |   | 2,011              |   |   | 11,524     |  
|Management fees and stock based compensation (Notes 6 and 7          |   | 2,799,839         |   |   | 138,250            |   |   | 22,500     |  
|Office                                                               |   | 75,403            |   |   | 1,331              |   |   | 1,108      |  
|Telephone and utilities                                              |   | 83,059            |   |   | -                  |   |   | -          |  
|Transfer agent fees                                                  |   | 33,818            |   |   | 298                |   |   | -          |  
|Travel                                                               |   | 275,768           |   |   | 22,937             |   |   | 5,738      |  
|Wages and benefits                                                   |   | 86,588            |   |   | -                  |   |   | -          |  
|Gain on disposal of assets                                           |   | (795,231          | ) |   | -                  |   |   | -          |  
|Write-down (recovery) on oil and gas leases
      (Note 3            |   | 2,830,409         |   |   | (75,000            | ) |   | -          |  
|                                                                     |   | (6,542,559        | ) |   | (143,578           | ) |   | (52,390    | )
|Other income (expenses)                                              |   |                   |   |   |                    |   |   |            |  
|Interest expense (Note 6)                                            |   | (180,565          | ) |   | (46,450            | ) |   | (9,732     | )
|Loss on settlement of loans payable (Note
      7)                   |   | (3,458,690        | ) |   | (500               | ) |   | -          |  
|Loss on foreign exchange                                             |   | (15,468           | ) |   | (1,949             | ) |   | (959       | )
|Gain on liabilities write-off                                        |   | 618,231           |   |   | -                  |   |   | -          |  
|                                                                     |   | (3,036,492        | ) |   | (48,899            | ) |   | (10,691    | )
|Loss from continuing operations                                      |   | (9,579,051        | ) |   | (192,477           | ) |   | (63,081    | )
|                                                                     |   |                   |   |   |                    |   |   |            |  
|Loss from discontinued operations                                    |   | (1,149,700        | ) |   | -                  |   |   | -          |  
|Loss for the period                                                  |   | (10,728,751       | ) |   | (192,477           | ) |   | (63,081    | )
|Other Comprehensive Income                                           |   |                   |   |   |                    |   |   |            |  
|Foreign currency translation adjustments                             |   | 873               |   |   | -                  |   |   | -          |  
|Comprehensive Loss                                                   | $ | (10,727,878       | ) | $ | (192,477           | ) | $ | (63,081    | )
|                                                                     |   |                   |   |   |                    |   |   |            |  
|Loss per share - basic and diluted                                   |   |                   |   |   | ($0.02             | ) |   | ($0.01     | )
|Weighted average shares outstanding                                  |   |                   |   |   | 11,882,617         |   |   | 10,476,721 |  

The accompanying notes are an intergral part of these financial
  statements

---

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

|                                                                                                |   | Cumulative From   |   |   |                          |   |   |         |  
|----------------------------------------------------------------------------------------------- | - | ----------------- | - | - | ------------------------ | - | - | ------- | -
|                                                                                                |   | Date of Inception |   |   |                          |   |   |         |  
|                                                                                                |   | (April 21, 2003)  |   |   | Three month period ended |  
|                                                                                                |   | to
      March 31 |   |   | March 31                 |  
|                                                                                                |   | 2011              |   |   | 2011                     |   |   | 2010    |  
|                                                                                                |   |                   |   |   |                          |   |   |         |  
|Operating Activities                                                                            |   |                   |   |   |                          |   |   |         |  
|Net loss for the period                                                                         | $ | (10,728,751       | ) | $ | (192,477                 | ) | $ | (63,081 | )
|Adjustments to reconcile net loss for the period 
         to cash used in operating activities |   |                   |   |   |                          |   |   |         |  
|Impairment of investment in oil and gas
      leases                                            |   | 3,250,368         |   |   | (75,000                  | ) |   | -       |  
|Gain on disposal of assets                                                                      |   | (933,995          | ) |   | -                        |   |   | -       |  
|Gain on liabilities write-off                                                                   |   | (618,231          | ) |   | -                        |   |   | -       |  
|Stock based compensation                                                                        |   | 1,925,380         |   |   | 93,250                   |   |   | -       |  
|Depreciation                                                                                    |   | 277,578           |   |   | -                        |   |   | -       |  
|Shares issued for services                                                                      |   | 105,000           |   |   | -                        |   |   | -       |  
|Loss on settlement of loan payable                                                              |   | 3,458,690         |   |   | 500                      |   |   | -       |  
|Changes in non-cash working capital items                                                       |   |                   |   |   |                          |   |   |         |  
|Accounts payable                                                                                |   | 1,673,471         |   |   | (11,098                  | ) |   | 5,657   |  
|Accrued liabilities                                                                             |   | 10,163            |   |   | (21,394                  | ) |   | 5,938   |  
|Accrued interest                                                                                |   | 119,632           |   |   | 46,450                   |   |   | -       |  
|Advances to related party                                                                       |   | (73,699           | ) |   | (30,085                  | ) |   | -       |  
|Cash used in operating activities                                                               |   | (1,534,394        | ) |   | (189,854                 | ) |   | (51,486 | )
|                                                                                                |   |                   |   |   |                          |   |   |         |  
|Investing Activities                                                                            |   |                   |   |   |                          |   |   |         |  
|Investment in oil and gas leases                                                                |   | (2,416,021        | ) |   | (250                     | ) |   | (31,034 | )
|Proceeds from the sale of working interests                                                     |   | 650,000           |   |   | -                        |   |   | -       |  
|Prepaid expenses                                                                                |   | (2,000,565        | ) |   | -                        |   |   | -       |  
|Purchase of property and equipment                                                              |   | (311,367          | ) |   | -                        |   |   | -       |  
|Refund on oil and gas deposi                                                                    |   | 75,000            |   |   | 75,000                   |   |   | -       |  
|Cash used in (provided by) investing
      activities                                           |   | (4,002,953        | ) |   | 74,750                   |   |   | (31,034 | )
|                                                                                                |   |                   |   |   |                          |   |   |         |  
|Financing Activities                                                                            |   |                   |   |   |                          |   |   |         |  
|Proceeds from (repayment of) convertible debt                                                   |   | 35,625            |   |   | -                        |   |   | (2,925  | )
|Repayment of loans payable                                                                      |   | (220,000          | ) |   | -                        |   |   | -       |  
|Shares issued for cash                                                                          |   | 303,850           |   |   | -                        |   |   | -       |  
|Proceeds from loans payable                                                                     |   | 5,434,662         |   |   | 68,000                   |   |   | 82,750  |  
|Cash provided by financing activities                                                           |   | 5,554,137         |   |   | 68,000                   |   |   | 79,825  |  
|                                                                                                |   |                   |   |   |                          |   |   |         |  
|Increase (decrease) in cash during the period                                                   |   | 16,790            |   |   | (47,104                  | ) |   | (2,695  | )
|Effect of cumulative currency
      translation                                                 |   | 873               |   |   | -                        |   |   | -       |  
|Cash, beginning of the period                                                                   |   | -                 |   |   | 64,767                   |   |   | 6,024   |  
|Cash, end of the period                                                                         | $ | 17,663            |   | $ | 17,663                   |   | $ | 3,329   |  
|                                                                                                |   |                   |   |   |                          |   |   |         |  
|                                                                                                |   |                   |   |   |                          |   |   |         |  
|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                                                                      |   | 1,531,469         |   |   | 50,000                   |   |   | -       |  
|Forgiveness of related party balances payable                                                   |   | 1,027,791         |   |   | -                        |   |   | -       |  
|Forgiveness of loan payable                                                                     |   | 311,400           |   |   | -                        |   |   | -       |  
|Shares issued for property services                                                             |   | 210,000           |   |   | -                        |   |   | -       |  
|Exchange of accounts payable for
      convertible debt                                         |   | 100,000           |   |   | -                        |   |   | -       |  
|Shares issued for data purchase                                                                 |   | 367,500           |   |   | -                        |   |   | -       |  
|Shares issued on conversion of debt                                                             |   | 35,625            |   |   | -                        |   |   | -       |  
|Shares issued for accrued interest on conversion of debt                                        |   | 1,778             |   |   | -                        |   |   | -       |  
|Asset retirement obligation                                                                     |   | 50,000            |   |   | -                        |   |   | -       |  

The accompanying notes are an intergral part of these financial
  statements

---

|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, 2010
|(Expressed in U.S. Dollars)                                                    
|(Unaudited)                                                                    

|                                                         |  |            |   |   |                 |   |   |            |   |   | Shares to be   |   |   |             |   |   | Accumulated   |  |   |            |  
|-------------------------------------------------------- |  | ---------- | - | - | --------------- | - | - | ---------- | - | - | -------------- | - | - | ----------- | - | - | ------------- |  | - | ---------- | -
|                                                         |  | Number of  |   |   | Par Value       |   |   | Additional |   |   | Issued         |   |   |             |   |   | Other         |  |   | Total      |  
|                                                         |  | Common     |   |   | @$0.001         |   |   | Paid-in    |   |   | (Subscriptions |   |   | Accumulated |   |   | Comprehensive |  |   | Capital    |  
|                                                         |  | Shares     |   |   | Per
      Share |   |   | Capital    |   |   | Receivable )   |   |   | Deficit     |   |   | 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   | )
|Shares issued upon conversion of debt (Note 7)           |  | 49,925     |   |   | 50              |   |   | 37,363     |   |   | -              |   |   | -           |   |   | -             |  |   | 37,413     |  
|Shares issued for loan payable settlement
      (Note 7) |  | 725,971    |   |   | 726             |   |   | 1,015,633  |   |   | -              |   |   | -           |   |   | -             |  |   | 1,016,359  |  
|Shares issued for data purchase (Note 7)                 |  | 350,000    |   |   | 350             |   |   | 367,150    |   |   | -              |   |   | -           |   |   | -             |  |   | 367,500    |  
|Stock based compensation (Note 8)                        |  | -          |   |   | -               |   |   | 1,592,250  |   |   | -              |   |   | -           |   |   | -             |  |   | 1,592,250  |  
|Shares to be issued (Note 7)                             |  | -          |   |   | -               |   |   | -          |   |   | 250,000        |   |   | -           |   |   | -             |  |   | 250,000    |  
|Net loss for the year                                    |  | -          |   |   | -               |   |   | -          |   |   | -              |   |   | (5,300,187  | ) |   | -             |  |   | (5,300,187 | )
|Balance, December 31, 2010                               |  | 11,602,617 |   |   | 11,603          |   |   | 7,616,851  |   |   | 250,000        |   |   | (10,536,274 | ) |   | 873           |  |   | (2,656,947 | )
|Shares issued for cash (Note 7)                          |  | 500,000    |   |   | 500             |   |   | 249,500    |   |   | -              |   |   | -           |   |   | -             |  |   | 250,000    |  
|Shares issued for loan payable settlement (Note 7)       |  | 50,000     |   |   | 50              |   |   | 50,450     |   |   | -              |   |   | -           |   |   | -             |  |   | 50,500     |  
|Stock based compensation (Note 8)                        |  | -          |   |   | -               |   |   | 93,250     |   |   | -              |   |   | -           |   |   | -             |  |   | 93,250     |  
|Shares to be issued (Note 7)                             |  |            |   |   |                 |   |   |            |   |   | (250,000       | ) |   |             |   |   |               |  |   | (250,000   | )
|Net loss for period                                      |  | -          |   |   | -               |   |   | -          |   |   | -              |   |   | (192,477    | ) |   | -             |  |   | (192,477   | )
|Balance, March
      31, 2011                            |  | 12,152,617 |   | $ | 12,153          |   | $ | 8,010,051  |   | $ | -              |   | $ | (10,728,751 | ) | $ | 873           |  | $ | (2,705,674 | )

The accompanying notes are an integral part of these financial
  statements

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

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

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

On April 21,  2003 the Company closed a transaction, as set out in the Purchase Agreement  (the “Agreement) with UCO Energy Corporation (“UCO”) to purchase the  outstanding equity of UCO.  To facilitate  the transaction, the Company consolidated its share capital at a ratio of one  for five.  Subsequent to the share  consolidation, the Company issued 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 interests  and is currently an exploration stage  company engaged in the acquisition, exploration, and development of prospective  oil and gas properties.  The Company’s  current business focus is to implement the terms of the Farmout Agreement (Note  3).

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, 2011, the Company has negative  working capital of $1,461,642 (December 31, 2010 - $1,262,665), and has an  accumulated deficit of $10,728,751 at March 31, 2011.  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  $2,625,000 to cover general and administrative expenses and estimated  expenditures related to the oil and gas leases (Note 3) over the twelve months  ending March 31, 2012 to continue operations.  The majority of this anticipated requirement  will be funded by the $142,250 available on the Company’s $500,000 revolving  loan obtained during the year ended December 31, 2009 which bears interest at  an annual rate of 8%, by future equity issuances and by debt financing.  In addition to funding the Company’s general,  administrative and corporate expenses the Company is obligated to address its  current obligations totaling $1,553,004.  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.

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|Note 2. | INTERIM FINANCIAL STATEMENTS
|------- | ----------------------------

| |     | The interim financial statements included herein have
      been prepared by the Company, without audit, pursuant to the rules and
      regulations of the Securities and Exchange Commission. Certain information
      and footnote disclosures normally included in the financial statements
      prepared in accordance with generally accepted accounting principles have
      been condensed or omitted pursuant to such rules and regulations, although
      the Company believes that the disclosures are adequate to make the
      information presented not misleading.                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | 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, 2010. The Company follows the same accounting
      policies in the preparation of interim reports.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | Results of the operations for the interim periods are not
      indicative of future results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (a) | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | In April 2010, the FASB issued Accounting Standards
      Update No. 2010-12 which amends topic 718 Compensation Stock
      Compensation. The amendment addresses the classification of employee
      share- based payments awards with an exercise price denominated in the
      currency of a market in which the underlying equity security trades,
      stating that a share-based award with an exercise price denominated in the
      currency of a market in which a substantial portion of the entitys shares
      trades shall not be considered to contain a market, performance, or
      service condition. Therefore, such an award is not to be classified as a
      liability if it otherwise qualifies as equity. This new provision is
      effective for fiscal years, and interim periods within those years,
      beginning on or after December 15, 2010. The adoption of this standard did
      not have a material impact on the Companys consolidated financial
      statements.

|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
      (paid);                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 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;                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 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

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|Note 3. | OIL AND GAS LEASES  continued
|------- | ------------------------------

| | 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 met the commitment to commence the drilling operations
  on the first test well by December 14, 2010 described below and 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 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 350,000 shares as payment for geological data (Note 7). The
  Company entered into a letter agreement dated December 6, 2010 (the Letter
  Agreement) with an accredited investor (the Purchaser) pursuant to which the
  Purchaser and his nominee acquired a fifteen percent (15%) working interest in
  the Companys initial test well being drilled in Fort Bend County, Texas having
  the permitted name of Lankford Trust No. 1 (the Initial Test Well) for the sum
  of $500,000. In accordance with the terms of the Letter Agreement, the Company
  and the Purchaser concurrently entered into a joint operating agreement dated
  effective December 6, 2010 pursuant to which each party agreed to pay or
  deliver, or cause to be paid or delivered, all burdens and liabilities on its
  share of the production in regards to the Well, but not in excess of thirty
  percent (30%) and to indemnify, defend and hold the other party free from any
  liability therefore. As a condition of the Letter Agreement and joint operating
  agreement, the Purchaser and/or their nominees will be entitled to receive a 25%
  share from any proceeds of the Well until such time as their initial investment
  of $500,000 has been repaid after which time the distribution to the Purchaser
  reverts to 15% in accordance with their interest in the Well. The $500,000
  received for the sale of the working interest has been applied against the costs
  capitalized to Oil and Gas Leases.

Effective December 7, 2010, the
  Company entered into a joint operating agreement with Arrowdog, LLP (Arrowdog)
  pursuant to which Arrowdog acquired a three percent (3%) working interest in the
  Initial Test Well for the sum of $150,000. Pursuant to the terms of the joint
  operating agreement each party agreed to pay or deliver, or cause to be paid or
  delivered, all burdens and liabilities on its share of the production in regards
  to the Well, but not in excess of thirty percent (30%) and to indemnify, defend
  and hold the other party free from any liability therefore. As a condition of
  the agreement Arrowdog will be carried for a 3% working interest to completion
  or until plug and abandonment without further cost.

Thereafter, Arrowdog will be
  responsible for their pro-rata share of expenses for maintenance and production
  with the Company. The $150,000 received for the sale of the working interest has
  been applied against the costs capitalized to Oil and Gas Leases.

On January 22, 2011 Maverick completed
  drilling of its Initial Test Well on the Company's 4,513 acre Farm-Out property
  in Fort Bend County, Texas. The initial test well was spud on December 9,
  2010.

Based on the results of the drilling
  program on the Initial Test Well subsequent to year end it was determined that
  zones drilled were not commercially productive, despite the presence of
  significant down hole pressure and strong natural gas shows during drilling. The
  target sands were poorly developed and not suitable for a completion attempt.
  Accordingly, the decision was made to not set production casing and as a result
  the Companys engineers have now completed plugging the well pursuant to
  regulations of the Texas Railway Commission.

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|        |                              
|------- | -----------------------------
|Note 3. | OIL AND GAS LEASES continued

As a result drilling and direct
  exploration and asset retirement obligation costs, plus 25% of all other costs
  described in the table below are considered evaluated costs and are subject to
  amortization.

Besides drilling, exploration and
  asset retirement obligation costs, which are directly related to the Initial
  Test Well, the Company also included 25% of all other costs described in the
  table below in its impairment assessment on the basis that these costs were
  incurred in connection with the Farmout Agreement where it is previously
  disclosed (Note 3(iv)) that one of the conditions of the Farmout Agreement is
  the completion of the drilling of at least four wells and determined it
  appropriate to include 25% of these costs in the impairment assessment on the
  Initial Test Well. The costs were offset against the incidental revenue of
  $650,000 received from selling working interests relating to the Initial Test
  Well.

As a result management has determined
  that costs capitalized to date relating to the drilling and exploration of the
  Initial Test Well are impaired and have recorded a writedown on its oil and gas
  exploration expenditures capitalized of $904,844 as at December 31, 2010 on the
  statement of operations. There was no further impairment for the three month
  period ended March 31, 2011.

Net carrying costs as at March 31,
  2011 and December 31, 2010:

| |                                |   | March 31, |   |   | December 31, |  
| | ------------------------------ | - | --------- | - | - | ------------ | -
| |                                |   | 2011      |   |   | 2010         |  
| | Deposit on oil and gas leases  | $ | 350,000   |   | $ | 350,000      |  
| | Drilling and exploration       |   | 1,167,021 |   |   | 1,167,021    |  
| | Consulting costs               |   | 235,113   |   |   | 235,113      |  
| | Legal costs                    |   | 17,116    |   |   | 17,116       |  
| | Geologist services             |   | 381,812   |   |   | 381,562      |  
| | Geological data                |   | 367,500   |   |   | 367,500      |  
| | Asset retirement obligation    |   | 50,000    |   |   | 50,000       |  
| | Incidental revenue             |   | (650,000  | ) |   | (650,000     | )
| |                                |   | 1,918,562 |   | $ | 1,918,312    |  
| | Write down of Oil & Gas leases |   | (904,844  | ) |   | (904,844     | )
| | Interest in Oil & Gas leases   | $ | 1,013,718 |   | $ | 1,013,468    |  

In addition, $2,000,565 was paid in
  deposits to the Operator of the Initial Test Well as a prepayment for future
  drilling work to be completed on the well subsequent to year end which were also
  included on the impairment assessment on the Initial Test Well and it was
  determined that these amounts were also impaired. As a result this amount along
  with the $904,844 amount disclosed above have been recorded as a write-down of
  oil and gas leases totaling $2,905,409 for the year ended December 31, 2010 on
  the statement of operations. During the three month period ended March 31, 2011
  the Company received a $75,000 refund on deposits paid to the Operator of the
  Initial Test Well and as a result this amount was recorded as a recovery on oil
  and gas leases As at March 31, 2011, $36,262 remains unapplied from the amounts
  deposited to the Operator of the Initial Test Well.

Unevaluated property costs, primarily
  including portions of the deposit on oil and gas leases, consulting, legal,
  geologist services and geological data costs, being excluded from the
  amortizable evaluated property base, consisted of $585,322 incurred in 2011
  (December 31, 2010 - $585,072). These costs are directly related to the
  acquisition and evaluation of unproved properties. The excluded costs and
  related reserves are included in the amortization base as the properties are
  evaluated and proved reserves are established or impairment is determined. The
  Company expects that the majority of these costs will be evaluated over the next
  one to three years. The Companys unevaluated property balance of $1,013,718 at
  March 31, 2011 reflects a $250 increase as compared to the December 31, 2010,
  and entirely relates to payment for geologist services incurred during the first
  quarter.

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|        |              
|------- | -------------
|Note 4. | LOANS PAYABLE

The Company has the following loans
  payable:

| |                               |   | March 31, |  |   | December 31, | 
| | ----------------------------- | - | --------- |  | - | ------------ | 
| |                               |   | 2011      |  |   | 2010         | 
| | Art Brokerage  Current(a)    | $ | 107,743   |  | $ | 89,743       | 
| | Art Brokerage  Current(b)    |   | 540,000   |  |   | 540,000      | 
| | Art Brokerage  Term Loan(d)  |   | 550,000   |  |   | 400,000      | 
| | Mr. Alonzo B. Leavell(a)      |   | 20,000    |  |   | 20,000       | 
| |                               |   | 1,217,743 |  |   | 1,049,743    | 
| | Art Brokerage  Term Loan (d) |   | 1,850,000 |  |   | 2,000,000    | 
| | Senergy Partners LLC(c)       |   | 357,750   |  |   | 357,750      | 
| |                               |   | 2,207,750 |  |   | 2,357,750    | 
| |                               | $ | 3,425,493 |  | $ | 3,407,493    | 

| | (a) | These amounts are unsecured; bear no interest, with no
      specific terms of repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | These amounts are unsecured; bear interest at 5% per
      annum, with no specific terms of repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | This credit facility is unsecured, bears interest at 8%
      per annum, maturing on December 31, 2012 (see Note 7(a)). The remaining
      amount available under this credit facility is $142,250 as at March 31,
      2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | On September 20, 2010, the Company entered into a loan
      agreement (the Loan Agreement) with Art Brokerage, Inc. (Art
      Brokerage), pursuant to which Art Brokerage provided the Company with a
      non- revolving term loan in the amount of $2,400,000 having an interest
      rate of 5% per annum. The loan matures on April 1, 2015 with interest
      calculated and compounded monthly, payable on the 1st day of each calendar
      month commencing May 1, 2011. In addition to the monthly interest
      payments, the Company will make monthly principal payments in the amount
      of $50,000, commencing on May 1, 2011 and continuing on the 1st day of
      each month until the Companys indebtedness is repaid in full. The loan
      matures on April 1, 2015.                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | As a condition of the Loan Agreement, during the term of
      the loan, the Company agreed, among other things, to maintain its property
      assets and undertakings in good repair, to obtain and maintain all
      licenses and permits necessary to own and operate its assets and agreed
      not to, without the prior consent of Art Brokerage, change its name,
      change its corporate structure, change its fiscal year end, incur further
      indebtedness, grant any liens against its properties or assets unless
      permitted, make any advances or loans to any person, assign or transfer
      its intellectual property, or permit its unfinanced capital expenditures
      to exceed $300,000 per annum.                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | In addition and as further collateral of the Companys
      indebtedness under the Loan Agreement, the Company and Art Brokerage
      entered into a pledge and security agreement dated September 20, 2010,
      pursuant to which the Company agreed to pledge to Art Brokerage a first
      priority security interest in all of the shares of capital stock of Eskota
      Energy Corporation, the wholly-owned subsidiary of the Company, and all
      proceeds with respect to such stock.                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | In connection with the negotiation of the Loan Agreement
      with Art Brokerage, the Company was required to enter into an amendment to
      its existing loan with Senergy Partners LLC, an affiliate of Art
      Brokerage. Under the terms of an amendment agreement dated September 15,
      2010, entered into by the Company with Senergy Partners LLC (Senergy),
      the parties agreed that if and at such time Art Brokerage enters into a
      loan agreement with the Company with respect to a loan of $2,400,000, the
      existing loan agreement between the parties dated February 13, 2009
      providing for up to $1,000,000 in principal to the Company (the Senergy
      Loan) would be amended to provide that upon entry into the Loan Agreement
      the outstanding balance of principal and accrued interest under the
      Senergy Loan could not exceed a maximum limit of
      $500,000.

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|        |                         
|------- | ------------------------
|Note 4. | LOANS PAYABLE continued

| | (d) | - continued                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                  
| |     | As a further condition of the Loan Agreement, the Company
      agreed to enter into a general security agreement dated September 20, 2010
      creating a security over the Companys present and after-acquired personal
      property and over the Companys real property and other assets.
| |     |                                                                                                                                                                                                                                                                                                  
| |     | Both Senergy and Art Brokerage are beneficially
      controlled by a significant shareholder of the
      Company.                                                                                                                                                                              

Principal repayments over the
  remaining terms of the loans as at March 31st are as follows:

2011
      $
      1,217,7432012
      
      957,7502013
      
      600,0002014
      
      600,0002015
      
      600,0002016
      
      50,000Total
      $
      3,425,493


|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 was due on June 11,
      2010 and bore interest at 8% per annum. The debt was 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 of the holder. This note was converted during the year ended
      December 31, 2010.

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.

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.

March 31,
      
      
      December 31,2011
      
      
      2010Issuance of convertible note (a)
      $
      100,000
      
      $
      100,000$
      100,000
      
      $
      100,000


---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|        |                           
|------- | --------------------------
|Note 6. | RELATED PARTY TRANSACTIONS

Effective September 23, 2010, the
  Company entered into two consulting agreements, one with the President, CEO and
  CFO (the President) and one with the Secretary. As consideration for the
  performance of consulting services under the agreement, the Company agreed to
  pay the President and Secretary $10,000 and $5,000 per month and a one-time
  bonus of $250,000 and $100,000, respectively, upon the spudding of the Companys
  first commercial well drilled on the Companys Farmout Acreage, as such term is
  defined under the Companys farmout agreement with Southeastern Pipeline Company
  dated December 7, 2009. Under the agreement the President and Secretary were
  also granted stock options to acquire 700,000 and 400,000 shares of common
  stock, respectively, at an exercise price of $1.05 per share until August 20,
  2015 in accordance with the terms of the Companys 2009 Stock Option Plan. The
  agreement is for a term of three years. Notwithstanding the three year term, the
  agreement may be terminated at any time by the Company without notice in the
  event the President breaches the terms of this agreement.

Management fees of $45,000 were
  charged to expense in these financial statements for the three month period
  ended March 31, 2011 (2010 - $22,500).

During the quarter ended March 31,
  2011 the Company advanced $30,085 to the Companys president and secretary to
  pay for future expenses incurred by the individuals on behalf of the Company
  bringing the total amount of advances to related parties to $73,699 (December
  31, 2010 - $43,614). The advances are non-interest bearing and have no specific
  terms of repayment.

During the three month period ended
  March 31, 2011, the Company incurred $44,450 (March 31, 2010 -$Nil) in interest
  charges on loans payable to a significant shareholder of the Company. Included
  in accrued interest on loans payable is $112,031 (December 31, 2010 - $65,581)
  payable to related parties as at March 31, 2011.

|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 $0.07 per common
  share and resulted in compensation expense of $105,000. No consideration was
  received by the Company in the exchange of shares for management services.

In June 2004, the Company issued
  1,000,000 common shares at a price of $0.25 for proceeds of $25,000.

During the year ended December 31,
  2004, an agreement was reached between the Company, UCO and its creditors
  releasing the Company and UCO from any further obligations in relation to
  amounts owing.

As a result, $1,027,791 of payables
  and liabilities that were owing to related parties was forgiven and recorded
  against additional paid-in capital. The remaining balance owing to unrelated
  creditors was recorded as a gain.

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.

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|        |                         
|------- | ------------------------
|Note 7. | SHARE CAPITAL- continued

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.

In 2007 and 2008 there were no share
  capital transactions.

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).

| | (a) | 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, later amended to $500,000 (Note 4(c)),
      (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%.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | 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 owed by the Company to ABI.                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | 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.                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | 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.

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|        |                         
|------- | ------------------------
|Note 7. | SHARE CAPITAL- continued

On September 24, 2009 the Company
  issued a further 436,000 shares to settle $218,000 owed to ABI. The transaction
  was recorded at the quoted 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.

On July 19, 2010 the Company issued
  49,925 common shares upon conversion of its Convertible Debenture dated December
  11, 2009 in the principal amount of $35,625 and outstanding interest to July 19,
  2010 of $1,788 (Note 5(b)).

On July 27, 2010 the Company entered
  into a data purchase agreement with two individuals (collectively the
  Vendors), pursuant to which the Company agreed to purchase from the Vendors
  geologic data relating to certain oil and gas mineral leases located in Texas,
  including among other things: electric logs, seismic work, seismic reprocessing,
  data from the Texas Railroad Commission. In consideration for the acquisition of
  the geologic data from the Vendors the Company issued 350,000 shares of the
  common stock of the Company to the Vendors. The transactions were recorded at
  the quoted market price of $1.05 per share for total consideration of $367,500
  which was capitalized to Oil and Gas Leases on the balance sheet (Note 3).

On September 7, 2010 the Company
  issued a further 725,971 shares to settle $762,269 owed to ABI. The transaction
  was recorded at the quoted market price of $1.40 and resulted in a loss on
  settlement of loan payable of $254,090.

On December 21, 2010, the Company
  completed a private placement of 500,000 shares of its common stock at a price
  of $0.50 for gross proceeds of $250,000 to an offshore subscriber pursuant to
  Regulation S of the Securities Act of 1933. The offering was completed in
  connection with the above noted sale of a 15% working interest in the Well.
  These shares were issued on February 11, 2011.

On February 28, 2011 the Company
  entered into debt settlement and subscription agreements with two subscribers
  pursuant to which the Company settled an aggregate of $50,000 debt in
  consideration of the issuance of 50,000 shares on March 7, 2011. The debt
  related to certain amounts owed to Art Brokerage by third parties that were
  subsequently assigned to the Company. The transaction was recorded at the quoted
  market price of $1.01 and result in a loss on settlement of loan payable of
  $500.

|Note 8. | STOCK OPTION PLAN
|------- | -----------------

Stock options

The stock option plan of the Company
  provides for the granting of up to 7,500,000 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 are 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.

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|            |                             
|----------- | ----------------------------
|**Note 8.** | STOCK OPTION PLAN- 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 a price of $0.40 per option and expire on
  December 31, 2012. The fair value of these options granted was approximately
  $0.30 per share on the grant date in 2009.

During the year ended December 31,
  2010, there were 1,100,000 options granted to officers and a director of the
  Company. All options granted were fully vested at the date of issuance which
  resulted in a stock-based compensation expense of $1,592,250 being charged to
  operations during the year ended December 31, 2010. These options are
  exercisable at a price of $1.05 per option and expire on August 20, 2015. The
  fair value of these options granted was approximately $1.45 per share on the
  grant date.

On January 13, 2011 the Company
  granted 50,000 options with an exercise price of $1.50 to two consultants of the
  Company which expire on January 13, 2013. All options granted were fully vested
  at the date of issuance which resulted in a stock-based compensation expense of
  $93,250 being charged to operations during the three months ended March 31,
  2011. The fair value of these options granted was approximately $1.98 per share
  on the grant date in 2011.

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

2011Risk-free interest rate
      
      0.59%Dividend yield
      
      NilExpected volatility
      
      259%Weighted average expected life of options
      
      2 years


No stock options were exercised,
  cancelled or expired during the three month period ended March 31, 2011 and
  2010.

The following is a summary of the
  status of the Companys stock options as of December 31, 2010 and the stock
  option activity during the year ended December 31, 2010:

Number of
      
      
      ExerciseOptions
      
      
      PriceOutstanding at December 31, 2009
      
      145,000
      
      $
      0.40Granted
      
      1,100,000
      
      $
      1.05Outstanding at December 31, 2009
      
      1,245,000
      
      $
      1.03Granted
      
      50,000
      
      $
      1.50Outstanding at December 31, 2010
      
      1,295,000
      
      $
      1.03


All options that were outstanding were
  exercisable at March 31, 2011 and December 31, 2010 as a result of all options
  being fully vested upon grant.

---

|MAVERICK MINERALS CORPORATION             
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|March 31, 2011                            
|(Expressed in U.S. Dollars)               
|(Unaudited)                               

|            |                             
|----------- | ----------------------------
|**Note 8.** | STOCK OPTION PLAN- continued

At March 31, 2011, the Company had
  share purchase options outstanding as follows:

| |                   |                   |                   | Aggregate      
| | ----------------- | ----------------- | ----------------- | ---------------
| | Exercise Price    | Number of Options | Expiry Date       | Intrinsic Value
| | $0.40             | 145,000           | December 31, 2012 | $ -            
| | $1.50             | 50,000            | January, 13, 2013 | -              
| | $1.05             | 1,100,000         | August 20 2015    | -              
| | March 31, 2011    | 1,295,000         |                   | $
      -      
| | December 31, 2010 | 1,245,000         |                   | $ 779,000      

The aggregate intrinsic value in the
  preceding table represents the total intrinsic value, based on the Companys
  closing stock price of $0.36 per share as of March 31, 2011 (December 31, 2010 
  $1.60), which would have been received by the option holders had all option
  holders exercised their options as of that date. The total number of
  in-the-money options vested and exercisable as of March 31, 2011 was Nil
  (December 31, 2010  1,245,000).

|Note 9. | ASSET RETIREMENT OBLIGATIONS
|------- | ----------------------------

The Company is required to plug and
  abandon any wells which it has drilled. The Company estimated its asset
  retirement obligations based on its understanding of the requirements to reclaim
  and clean-up its Oil & Gas properties. The Company estimated that total
  payments of approximately $50,000 would be required to return the property to
  its normal state as at March 31, 2011. The following is a summary of asset
  retirement obligations:

Balance, December 31, 2009
      $
      -Additions
      
      50,000Balance, December 31, 2010 and March 31,
        2011
      $
      50,000


The fair value of the Company's asset
  retirement obligations are determined using discounted cash flow methodologies
  based on inputs that are not readily available in public markets. The fair value
  of the asset retirement obligations is reflected on the balance sheet as
  follows.

Description
      
      Level 1
      
      
      Level 2
      
      
      Level 3Asset Retirement Obligations
      
      -
      
      
      -
      
      
      $    50,000Total
      
      -
      
      
      -
      
      
      $    50,000


---

- 3 -

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This quarterly report contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future
economic performance or managements plans and objectives for our future
operations. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors and the
risks set out below, any of which may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These
risks include, by way of example and not in limitation:

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

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

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

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

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

---

- 4 -

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

Recent Corporate Developments

Since the commencement of our first quarter ended March 31,
2011, we experienced the following significant corporate developments:

|1. | On January 22, 2011 Maverick successfully completed
      drilling its Initial Test Well to 13,500 on the Company's 4,513 acre
      Farm-Out property in Fort Bend County, Texas. The Initial Test Well was
      spud on December 9, 2010 and reached its targeted depth of 13,500 feet on
      day 44 of the drilling program. The Companys independent log analyst and
      project engineer concurred at that time that the targeted Wilcox zones
      were not commercially productive. Notwithstanding the presence of
      significant down hole pressure and strong natural gas shows during
      drilling, the targeted sands were poorly developed and not suitable for a
      completion attempt. Accordingly, the decision was made to not set
      production casing and to look up pipe for completion opportunities. The
      first completion attempt was a potential oil reservoir near 8,000. The
      Yegua sand was indicated as potentially productive from open hole log
      analysis but proved to be non- productive after testing. The second
      completion attempt was made on a shallow Miocene zone. There had not been
      an open hole log across this interval but a significant gas show was seen
      on the mud log while drilling this interval. The zone was perforated and
      swab tested during the week of March 14-19, 2011 but yielded no
      significant gas. Mavericks engineers have as of the date of this annual
      report completed plugging the Lankford Trust No. 1 pursuant to regulations
      of the Texas Railway Commission and site remediation has been successfully
      completed pursuant to the Surface Damage Agreement. As a result of test
      results showing that zones drilled were not commercially productive
      management determined that the direct costs capitalized in relation to the
      Initial Test Well were impaired.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Effective February 28, 2011 the Company entered into debt
      settlement and subscription agreements with two subscribers pursuant to
      which the Company settled an aggregate of $50,000 debt in consideration of
      the issuance of 50,000 shares. The debt related to certain amounts owed to
      Art Brokerage Inc. that were assigned to third parties. The shares were
      issued to two U.S. Persons (as such term is defined in Regulation S of the
      Securities Act of 1933) who represented that they were each accredited
      investors as such term is defined in Rule 502 of Regulation D of the
      Securities Act of 1933.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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 Southeastern
Pipe Line Company (SEPL). Subject to receipt of additional financing our
initial operations during the next quarter are to attempt a completion in the
newly discovered oil targets and determining if the initial test well is viable.
If the well is not viable, we intend to plug the well. Our 2010 drilling program
targeted 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.

In October, 2010 we engaged a Texas based contractor to
commence drill site construction in preparation for the drilling of the
Companys Initial Test Well Fort Bend County, Texas in December, 2010. The
construction of location services included widening of an existing 2,000 foot
access road and foundational re-enforcement with crushed limestone. In addition,
contractors constructed the requisite drilling pad of approximately 1.5 acres in
anticipation of rig mobilization. On January 22, 2011 Maverick successfully
completed drilling its Initial Test Well to 13,500 on the Companys 4,513 acre
Farm-Out property in Fort Bend County, Texas. The Initial Test Well was spud on
December 9, 2010 and reached its targeted depth of 13,500 feet on day 44 of the
drilling program. The Companys independent log analyst and project engineer
concurred at that time that the targeted Wilcox zones were not commercially
productive, despite the presence of significant down hole pressure and strong
natural gas shows during drilling. The target sands were poorly developed and
not suitable for a completion attempt. Accordingly, the decision was made to not
set production casing and to look up hole for completion opportunities. The
first completion attempt was a potential oil reservoir near 8,000. The Yegua
sand was indicated as potentially productive from open hole log analysis but proved to be
non-productive after testing. The second completion attempt was made on a
shallow Miocene zone. There had not been an open hole log across this interval
but a significant gas show was seen on the mud log while drilling this interval.
The zone was perforated and swab tested during the week of March 14-19, 2011 but
yielded no significant gas. Mavericks engineers have completed plugging the
Lankford Trust No. 1 pursuant to regulations of the Texas Railway Commission.
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
Farm-Out Acreage. Managements intent is to conduct further work on log and
seismic data in order to determine whether or not to abandon the Initial Test
Well.

---

- 5 -

As a result of test results showing that zones drilled were not
commercially productive management determined that the direct costs capitalized
in relation to the Initial Test Well were impaired as at December 31, 2010.

Management determined that costs relating to drilling and
direct exploration and asset retirement obligation costs, plus 25% of all costs
relating to the Farm-Out Acreage as a whole should be considered evaluated costs
and thus be subject to amortization. Besides drilling, exploration and asset
retirement obligation costs, which are directly related to the Initial Test
Well, the Company also included 25% of all other costs relating to the Farm-Out
Acreage as a whole in its impairment assessment on the basis that these costs
were incurred in connection with the Farmout Agreement where it is previously
disclosed (Note 3(iv)) that one of the conditions of the Farmout Agreement is
the completion of the drilling of at least four wells and thus determined it
appropriate to include 25% of these costs in the impairment assessment on the
Initial Test Well. The costs were offset against the incidental revenue of
$650,000 received from selling working interests relating to the Initial Test
Well.

Farm-out Agreement with Southeastern Pipe Line
Company

On December 14, 2009, we entered into a farmout 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 and to the lands covered thereby (collectively, the Leases).
The Farmout Agreement is subject to certain conditions, including the
following:

| | (i)   | Payment of a non-refundable fee of $350,000 to SEPL (the
      Fee), which fee has been paid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)  | Commencement of continuous and actual drilling operations
      on an oil or gas well (the Initial Test Well) to an objective formation
      (as such term is defined in the agreement) on the undeveloped Leases on or
      prior to December 14, 2010 (the Completion Date) which condition has
      been met;                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (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 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 7, 2009 and 30%, thereby delivering to Maverick a
      70% net royalty interest in the Leases; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (vi)  | Maverick granting an option to SEPL pursuant to which
      SEPL, may, after all drilling and completion costs have been recovered by
      Maverick, back-in 25% of an 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.                                                                                                                                                                                         

---

- 6 -

Pursuant to the terms of the Farmout Agreement, 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 which was completed on March 20, 2011, 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.

Sale of 15% Working Interest in Lankford Trust No. 1
Well

The Company entered into a letter agreement dated December 6,
2010 (the Letter Agreement) with an accredited investor (the Purchaser)
pursuant to which the Purchaser and his nominee acquired a fifteen percent (15%)
working interest in the Companys initial test well being drilled in Fort Bend
County, Texas having the permitted name of Lankford Trust No. 1 (the Well) for
the sum of $500,000.

In accordance with the terms of the Letter Agreement, the
Company and the Purchaser concurrently entered into a joint operating agreement
dated effective December 6, 2010 pursuant to which each party agreed to pay or
deliver, or cause to be paid or delivered, all burdens and liabilities on its
share of the production in regards to the Well, but not in excess of thirty
percent (30%) and to indemnify, defend and hold the other party free from any
liability therefore. As a condition of the Letter Agreement and joint operating
agreement, the Purchaser and/or their nominees will be entitled to receive a 25%
share from any proceeds of the Well until such time as their initial investment
of $500,000 has been repaid after which time the distribution to the Purchaser
reverts to 15% in accordance with their interest in the Well. The sale of the
15% working interest in the Well closed on December 21, 2010.

Sale of 3% Working Interest in Lankford Trust No. 1
Well

Effective December 7, 2010, the Company entered into a joint
operating agreement with Arrowdog, LLP (Arrowdog) pursuant to which Arrowdog
acquired a three percent (3%) working interest in the Well for the sum of
$150,000. Pursuant to the terms of the joint operating agreement each party
agreed to pay or deliver, or cause to be paid or delivered, all burdens and
liabilities on its share of the production in regards to the Well, but not in
excess of thirty percent (30%) and to indemnify, defend and hold the other party
free from any liability therefore. As a condition of the agreement Arrowdog will
be carried for a 3% working interest to completion or Plug and Abandon without
further cost. Thereafter, Arrowdog will be responsible for their pro-rata share
of expenses for maintenance and production with the Company.

General

The following is a discussion and analysis of our plan of
operation for the three month period ended March 31, 2011, and the factors that
could affect our future financial condition. This discussion and analysis should
be read in conjunction with our consolidated unaudited financial statements and
the notes thereto included elsewhere in this quarterly report. Our consolidated
financial statements are prepared in accordance with United States generally
accepted accounting principles. All references to dollar amounts in this section
are in United States dollars unless expressly stated otherwise.

Plan of Operation

We are currently an exploration stage company engaged in the
acquisition, exploration, and development of prospective oil and gas properties
in Texas. Our current business focus is to implement the terms of the Farmout
Agreement, entered into by the Company in December 2009, pursuant to which we
intend to earn an interest in certain oil and gas mineral leases located in Fort
Bend and Wharton Counties, Texas and presently owned by SEPL. Our Plan of
Operation will begin with a review of the data obtained through the drilling of
our Initial Test Well. Based on the results of that review, the Company will
determine if the acquisition of further geophysical data is warranted both for
the present drill site block and the Farm Out Acreage as a whole. The Company
remains in compliance with the performance timetable as set out in the Farm Out
Agreement on the date of the filing of this report. Thereafter, a decision will
be made with respect to drilling a second exploration well, subject to suitable
financing on terms acceptable to the Company, but in any event
no such drilling is contemplated before the third quarter of 2011 in keeping
with the terms of the Companys Farm Out Agreement.

---

- 7 -

The Company is reviewing a small number of new opportunities
for oil and gas exploration and development in Texas, some of which have
production components as well as development opportunities. The Company believes
that it is feasible to contemplate, based on discussions with interested
parties, a stock-predicated acquisition based on the strong capital structure
that was implemented by the Company in 2010. Management will review these
opportunities diligently; however, no guarantee can be given that any
transaction as outlined herein will occur in the time frame covered by this Plan
of Operation.

Finally, the Company has a history of acquiring mineral
properties outside of the oil and gas arena including silver and coal properties
previously owned and produced by the Company. At a time of strong commodity
markets for these and other metals and minerals, the Company will not hesitate
to exploit any opportunity to utilize its experience gained over the past decade
to enter into an agreement for the acquisition and development of a metal or
mineral property.

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

Cash Requirements during the Next Twelve Months

Expense
    
    ($)Cost to drill New Exploration Well
    
    2,200,000Consulting and Due Diligence
    
    75,000Professional Fees
    
    100,000General and Administrative expenses
    
    250,000Total
    
    2,625,000


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. Other than our
loan agreements with Senergy Partners LLC and Art Brokerage, Inc., 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
$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. As at
March 31, 2011, the Company has drawn $367,500 on the credit facility with
Senergy.

In September, 2010, in connection with the negotiation of our
loan agreement with Art Brokerage, the Company was required to enter into an
amendment to its existing loan with Senergy Partners LLC. Under the terms of an
amendment agreement dated September 15, 2010, the parties agreed that if and at
such time Art Brokerage enters into a loan agreement with the Company with respect to a loan
of $2,400,000, the existing loan agreement between the parties dated February
13, 2009 providing for up to $1,000,000 in principal to the Company would be
amended to provide a maximum limit of $500,000.

---

- 8 -

On September 20, 2010, we entered into a loan agreement (the
Loan Agreement) with Art Brokerage, Inc., pursuant to which Art Brokerage
provided the Company with a non-revolving term loan in the principal amount of
$2,400,000 having an interest rate of 5% per annum. The loan matures on April 1,
2015. As a condition of the Loan Agreement, the Company agreed to enter into a
general security agreement dated September 20, 2010 creating a security over the
Companys present and after-acquired personal property and over the Companys
real property and other assets. In addition and as further security of the
Companys indebtedness under the Loan Agreement, the Company and Art Brokerage
entered into a pledge and security agreement dated September 20, 2010, pursuant
to which the Company agreed to pledge to Art Brokerage a first priority security
interest in all of the shares of capital stock of Eskota Energy Corporation, the
wholly owned subsidiary of the Company, and all proceeds with respect to such
stock. The Company intends to use the funds from the $2,400,000 loan to commence
development of the Companys initial test well on its Farm-Out property located
in southwest Texas. Both Senergy and Art Brokerage are beneficially owned by
Donna Rose, an affiliate of the Company.

RESULTS OF OPERATIONS

Three Month Summary

Three Months EndedMarch 31,2011
    
    
    2010Revenue
    $
    -
    
    $
    -General and Administrative Expenses
    
    143,578
    
    
    52,390Net Loss
    $
    143,578
    
    $
    52,390


Revenue

We have had no operating revenues for the three month periods
ended March 31, 2011 and 2010. We anticipate that we will not generate any
revenues until we generate additional financing to support our planned
operations and locate a prospective property through which we can pursue our
plan of operation.

Operating Costs and Expenses

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

Three Months EndedMarch 31,2011
    
    
    2010Management Fees and stock basedcompensation
    $
    138,250
    
    $
    22,500Audit Fees
    
    53,751
    
    
    11,520Transfer Agent Fees
    
    298
    
    
    -Accounting, legal, engineering and consulting, investor
      relations
    
    2,011
    
    
    11,524Travel
    
    22,937
    
    
    5,738Office
    
    1,331
    
    
    1,108Write-down (recovery) on oil and gas leases
    
    (75,000
    )
    
    -Total Expenses
    $
    143,578
    
    $
    52,390


---

- 9 -

General and Administrative

The increase in our general and administrative expenses for the
three month period ended March 31, 2011 was primarily due to:

| | (a) | The increase in accounting, audit, and legal fees from
      2010 to 2011 was primarily due to: (i) increases in legal fees associated
      with obtaining title opinions for the Companys drilling project in Fort
      Bend County Texas; and (ii) increased consulting fees associated with the
      Companys land management and drilling operations in the three
    months.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | During the three months ended March 31, 2011, there was
      stock based compensation expense due to the grant of 50,000 stock options.
      Using the Black-Scholes option pricing model, these options were deemed to
      have a fair value of $93,250.                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | The increased travel expense relate to the costs of
      travel and onsite expenses of management and consultants relating to the
      Companys drilling project.                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | The increase in the write-down (recovery) was due to the
      refund deposits paid to the Operator of the Initial Test
  Well.                                                                                                                                                                                                                                                       

Liquidity and Capital Resources

Working Capital

Three Months Ended March
      31, 2011
    
    Year Ended December 31,
      2010Current Assets
    $
    91,362
    $
    108,381Current Liabilities
    
    1,553,004
    
    1,371,046Working Capital Deficiency
    $
    (1,461,642)
    $
    (1,262,665)


Cash Flows

Three Months Ended
      March 31, 2011
    
    Three Months Ended
      March 31, 2010Cash used in Operating Activities
    $
    189,854
    $
    51,486Cash provided by (used in) Investing
      Activities
    
    74,750
    
    (31,034)Cash provided by Financing Activities
    
    68,000
    
    79,825Net Increase (decrease) in Cash
    $
    (47,104)
    $
    (2,695)


We had a cash balance of $17,663 and negative working capital
of $1,461,642 as of March 31, 2011 compared to cash of $108,381 and negative
working capital of $1,262,665 as of December 31, 2010. We anticipate that we
will incur approximately $250,000 for operating expenses, including
professional, legal and accounting expenses associated with our reporting
requirements under the Exchange Act during the next twelve months. We will
require $2,625,000 for costs associated with our plan of operation over the next
twelve months. Accordingly, we will need to obtain additional financing in order
to complete our full business plan.

Cash used in operating activities for the three month period
ended March 31, 2011 was $189,854 as compared to cash used in operating
activities for the same period in 2010 of $51,486. Cash used in operating
activities increased during the three month period as a result of increases in
audit costs during the year as well as increases in management fees, stock based
compensation and travel fees. Cash provided by (used in) investing activities
for the three month period ended March 31, 2011 was $74,750 as compared to cash
used in investing activities for the same period in 2010 of ($31,034). The
increase in cash used in investing activities was primarily due to the refund
deposits paid to the Operator of the Initial Test Well. Cash provided by
financing activities for the three month period ended March 31, 2011 was $68,000
compared to cash provided by financing activities for the same period in 2010 of
$79,825. The decrease in cash provided by financing activities was primarily due
to proceeds from loans payable of $68,000 (2010 - $82,750).

---

- 10 -

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 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.

Loans Payable

The Company has the following loans payable:

March 31, 2011
    
    
    December 31, 2010Art Brokerage  Current(a)
    $
    107,743
    
    $
    89,743Art Brokerage  Current(b)
    
    540,000
    
    
    540,000Art Brokerage  Term Loan(d)
    
    550,000
    
    
    400,000Mr. Alonzo B. Leavell(a)
    
    20,000
    
    
    20,0001,217,743
    
    
    1,049,743Art Brokerage  Term Loan(d)
    
    1,850,000
    
    
    2,000,000Senergy Partners LLC(c)
    
    357,750
    
    
    357,750$
    3,425,493
    
    $
    3,407,493


| | (a) | These amounts are unsecured, bear no interest, with no
      specific terms of repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | These amounts are unsecured, bear interest at 5% per
      annum, with no specific terms of repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | This credit facility is unsecured, bears interest at 8%
      per annum, maturing on December 31, 2012. The remaining amount available
      under this credit facility is $142,250 as at March 31, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | On September 20, 2010, the Company entered into a loan
      agreement (the Loan Agreement) with Art Brokerage, Inc. (Art
      Brokerage), pursuant to which Art Brokerage provided the Company with a
      non-revolving term loan in the principal amount of $2,400,000 having an
      interest rate of 5% per annum. The loan matures on April 1, 2015 and is
      calculated and compounded monthly, payable on the 1st day of each calendar
      month, commencing May 1, 2011. In addition to the monthly interest
      payments, the Company will make monthly principal payments in the amount
      of $50,000, commencing on May 1, 2011 and continuing on the 1st day of
      each month until the Companys indebtedness is repaid in full. The loan
      matures on April 1, 2015. As a condition of the Loan Agreement, during the
      term of the loan, the Company agreed, among other things, to maintain its
      property assets and undertakings in good repair, to obtain and maintain
      all licenses and permits necessary to own and operate its assets and
      agreed not to, without the prior consent of Art Brokerage, change its
      name, change its corporate structure, change its fiscal year end, incur
      further indebtedness, grant any liens against its properties or assets
      unless permitted, make any advances or loans to any person, assign or
      transfer its intellectual property, or permit its unfinanced capital
      expenditures to exceed $300,000 per annum.                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | In addition and as further security of the Companys
      indebtedness under the Loan Agreement, the Company and Art Brokerage
      entered into a pledge and security agreement dated September 20, 2010,
      pursuant to which the Company agreed to pledge to Art Brokerage a first
      priority security interest in all of the shares of capital stock of Eskota
      Energy Corporation, the wholly owned subsidiary of the Company, and all
      proceeds with respect to such stock. The Company intends to use the funds
      from the $2,400,000 loan to commence development of the Companys initial
      test well on its Farm-Out property located in southwest Texas. In
      connection with the negotiation of the Loan Agreement with Art Brokerage,
      the Company was required to enter into an amendment to its existing loan
      with Senergy Partners LLC, an affiliate of Art Brokerage. Under the terms
      of an amendment agreement dated September 15, 2010, entered into by the
      Company with Senergy Partners LLC (Senergy), the parties agreed that if
      and at such time Art Brokerage enters into a loan agreement with the
      Company with respect to a loan of $2,400,000, the existing loan agreement
      between the parties dated February 13, 2009 providing for up to $1,000,000
      in principal to the Company (the Senergy Loan) would be amended to
      provide that upon entry into the Loan Agreement the outstanding balance of
      principal and accrued interest under the Senergy Loan
  could not exceed a maximum limit of $500,000.
As a further condition of the Loan Agreement, the Company agreed to enter into a
general security agreement dated September 20, 2010 creating a security over the
Companys present and after-acquired personal property and over the Companys
real property and other assets.

---

- 11 -

Going Concern

The audited financial statements accompanying our annual report
on Form 10-K for the year ended December 31, 2010 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 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 March
31, 2011, we had cash of $17,663 and we estimate that we will require
approximately $2,625,000 for costs associated with our plan of operation over
the next twelve months. Accordingly, we do not have sufficient funds for planned
operations and we will be required to raise additional funds.

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, 2010 and 2009 consolidated
financial statements. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty.

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

Future Financings

We had a cash balance of $17,663 and negative working capital
of $1,461,642 as of March 31, 2011 compared to cash of $64,767 and negative
working capital of $1,262,665 as of December 31, 2010, and we estimate that we
will require approximately $2,625,000 for costs associated with our plan of
operation 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. 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 off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

Risks And Uncertainties

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward looking
statements. Such forward looking statements include any projections and
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to differ
materially from the results expressed in any such estimates, projections or
other forward looking statements.

---

- 12 -

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 $1,461,642 as of March 31,
2011. 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.

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.

At March 31, 2011, we had an accumulated deficit of $10,728,751
and a negative working capital of $1,461,642. 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, 2010. 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.

---

- 13 -

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
- 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.

---

- 14 -

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.

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;

---

- 15 -

- 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 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.

We may not be able to develop oil and gas reserves on a
timely and/or economically viable basis.

Our Farmout Agreement with SEPL requires us to commence
commercial production on our Initial Test Well within 120 days after completion
of drilling. To the extent that we succeed in discovering oil and/or natural gas
reserves on our Initial Test Well, we cannot assure that we will be able to
commence commercial production on our Initial Test Well within the 120 days nor
can we assure that these reserves will be capable of production levels we
project or in sufficient quantities to be commercially viable. On a long-term
basis, our viability depends on our ability to find or acquire, develop and
commercially produce additional oil and gas reserves. Without the addition of
reserves through exploration, acquisition or development activities, our
reserves and production will decline over time as reserves are produced. Our
future reserves will depend not only on our ability to develop then-existing
properties, but also on our ability to identify and acquire additional suitable
producing properties or prospects, to find markets for the oil and natural gas we develop and to effectively distribute our
production into our markets. We may not be able to find, develop or acquire
additional reserves at acceptable costs.

---

- 16 -

Future oil and gas exploration may involve unprofitable
efforts, not only from dry wells, but from wells that are productive but do not
produce sufficient net revenues to return a profit after drilling, operating and
other costs. Completion of a well does not assure a profit on the investment or
recovery of drilling, completion and operating costs.

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
officers, 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 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
750,000,000 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.

---

- 17 -

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 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.

---

- 18 -

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.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

As required by Rule 13a-15 of the Securities Exchange Act of
1934, our principal executive officer and principal financial officer evaluated
our companys disclosure controls and procedures (as defined in Rules 13a-15(e)
of the Securities Exchange Act of 1934) as of the end of the period covered by
this report. Based on this evaluation, our principal executive officer and
principal financial officer concluded that as of the end of the period covered
by this report, these disclosure controls and procedures were not effective to
ensure that the information required to be disclosed by our company in reports
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities Exchange Commission and to ensure that such
information is accumulated and communicated to our companys management,
including our principal executive officer and principal financial officer, to
allow timely decisions regarding required disclosure. The conclusion that our
disclosure controls and procedures were not effective was due to the presence of
the following material weaknesses in internal control over financial reporting
which are indicative of many small companies with small staff:

---

- 19 -

| | (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, 2010, 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (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, 2010 consolidated
      financial statements; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (vi)  | Our companys accounting personnel does not have
      sufficient technical accounting knowledge relating to accounting for oil
      and gas and related US GAAP accounting matters including evaluation of
      unproved properties and performing a ceiling test. Management corrected
      any errors prior to the release of our companys December 31, 2010
      consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Management anticipates that such disclosure controls and
procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our
internal controls over financial reporting. During the period covered by this
quarterly report on Form 10-Q, we have not been able to remediate the material
weaknesses identified above. 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                                                                                              
| |     |                                                                                                                                                                                                                                     
| | (3) | We intend to continue to update the documentation of our
      internal control processes, including formal risk assessment of our
      financial reporting processes.                                                             

The remediation efforts set out above are largely dependent
upon our securing additional financing to cover the costs of implementing the
changes required. If we are unsuccessful in securing such funds, remediation
efforts may be adversely effected in a material manner.

---

- 20 -

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.

There were no changes in our internal control over financial
reporting during the three month period ended March 31, 2011 that have
materially affected or are reasonably likely to materially affect, our internal
control over financial reporting.

---

- 21 -

PART II - OTHER INFORMATION

ITEM 1. 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.

ITEM 1A. RISK FACTORS.

Not Applicable.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

None.

---

- 22 -

ITEM 6. EXHIBITS

|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)                          

---

- 23 -

|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.                                                                                                             
|        |                                                                                                                                                                                                                                                     
|10.18   | Debt Settlement and Subscription Agreement between
      Maverick Minerals Corporation and Art Brokerage, Inc. dated September 7,
      2010 (incorporated by reference from our Form 8-K Current report, filed on
      September 16, 2010)        
|        |                                                                                                                                                                                                                                                     
|10.19   | Loan Agreement dated September 20, 2010 (and related
      security agreements) between Maverick Minerals Corporation and Art
      Brokerage, Inc. (incorporated by reference from our Form 8-K Current
      report, filed on September 24, 2010) 
|        |                                                                                                                                                                                                                                                     
|10.20   | Pledge and Security Agreement dated September 20, 2010
      between Maverick Minerals Corporation and Art Brokerage, Inc.
      (incorporated by reference from our Form 8-K Current report, filed on
      September 24, 2010)                    
|        |                                                                                                                                                                                                                                                     
|10.21   | Security Agreement dated September 20, 2010 between
      Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by
      reference from our Form 8-K Current report, filed on September 24, 2010)                                     
|        |                                                                                                                                                                                                                                                     
|10.22   | Amendment Agreement dated September 15, 2010 between
      Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by
      reference from our Form 8-K Current report, filed on September 24, 2010)                                    
|        |                                                                                                                                                                                                                                                     
|10.23   | Consulting Agreement dated September 23, 2010 between
      Maverick Minerals Corporation and Robert Kinloch (incorporated by
      reference from our Form 8-K Current report, filed on September 24, 2010)                                        
|        |                                                                                                                                                                                                                                                     
|10.24   | Consulting Agreement dated September 23, 2010 between
      Maverick Minerals Corporation and Donald Kinloch (incorporated by
      reference from our Form 8-K Current report, filed on September 24, 2010)                                        
|        |                                                                                                                                                                                                                                                     
|10.25   | Form of Subscription Agreement dated December 21, 2010
      (incorporated by reference from our Form 8-K Current report, filed on
      December 28, 2010)                                                                                         
|        |                                                                                                                                                                                                                                                     
|10.26   | Joint Operating Agreement dated effective December 6,
      2010 between Maverick Minerals Corporation, Getty Resources Inc. and James
      Kearney (incorporated by reference from our Form 8- K Current report,
      filed on December 28, 2010)
|        |                                                                                                                                                                                                                                                     
|10.27   | Joint Operating Agreement dated effective December 7,
      2010 between Maverick Minerals Corporation and Arrowdog, LLP (incorporated
      by reference from our Form 8-K Current report, filed on December 28, 2010)                             

---

- 24 -

|Exhibit |                                                                                                                                                                                                          
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                              
|        |                                                                                                                                                                                                          
|10.28   | Letter Agreement dated December
      6, 2010 between Maverick Minerals Corporation and John Kearney
      (incorporated by reference from our Form 8-K Current report, filed on
      December 28, 2010)
|        |                                                                                                                                                                                                          
|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.

---

- 25 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

MAVERICK MINERALS CORPORATION

|By    |                                                                      | 
|----- | -------------------------------------------------------------------- | 
|      | /s/
      Robert Kinloch                                             | 
|      | Robert Kinloch                                                       | 
|      | President, Chief Executive Officer and Chief
      Financial Officer | 
|      | (Principal Executive Officer, Principal
      Accounting Officer     | 
|      | and Principal Financial Officer)                                     | 
|      |                                                                      | 
|Date: | May 19, 2011                                                         | 

---