---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended September 30, 2006

[ ] 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 small business issuer 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)

306.343.5799(Issuers telephone
number)

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

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

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

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
May15, 2008, there were 27,407,208shares of common stock, par value $0.001, outstanding.

Transitional Small Business Disclosure Format (Check One): Yes
[   ]   No [X]

---

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS





2

---

MAVERICK MINERALS CORPORATION 
  (An Exploration Stage Company) 
  Consolidated Balance Sheets 
  (Unaudited - Expressed in U.S. Dollars) 
  (Restated-Note 8)

|                                                          |   | September 30 |   |   | December 31         |  
|--------------------------------------------------------- | - | ------------ | - | - | ------------------- | -
|                                                          |   | 2006         |   |   | 2005                |  
|                                                          |   |              |   |   | (Restated - Note 8) |  
|                                                          |   |              |   |   |                     |  
|                                                          |   |              |   |   |                     |  
|                                                          |   |              |   |   |                     |  
|Current Assets                                            |   |              |   |   |                     |  
|Cash                                                      | $ | 40           |   | $ | 196                 |  
|Investment in oil and gas leases (Note 3)                 |   | -            |   |   | 1,400,000           |  
|TOTAL ASSETS                                              | $ | 40           |   | $ | 1,400,196           |  
|                                                          |   |              |   |   |                     |  
|                                                          |   |              |   |   |                     |  
|Current Liabilities                                       |   |              |   |   |                     |  
|Accounts payable (Note 5)                                 | $ | 19,581       |   | $ | 218,598             |  
|Accrued liabilities                                       |   | 7,710        |   |   | 10,000              |  
|Loans payable (Note 4)                                    |   | 996,040      |   |   | 810,500             |  
|Current portion of long term debt (Note 3)                |   | -            |   |   | 700,000             |  
|TOTAL CURRENT LIABILITIES                                 |   | 1,023,331    |   |   | 1,739,098           |  
|Long Term Debt (Note 3)                                   |   | -            |   |   | 700,000             |  
|TOTAL LIABILITIES                                         |   | 1,023,331    |   |   | 2,439,098           |  
|                                                          |   |              |   |   |                     |  
|                                                          |   |              |   |   |                     |  
|Capital Deficit                                           |   |              |   |   |                     |  
|Capital Stock                                             |   |              |   |   |                     |  
|Authorized:                                               |   |              |   |   |                     |  
|100,000,000 common
      shares at $0.001 par value       |   |              |   |   |                     |  
|Issued 27,407,208 (2005 - 27,347,208)
      common shares |   | 27,407       |   |   | 27,347              |  
|Share subscription receivable                             |   | (600         | ) |   | -                   |  
|Additional paid-in capital                                |   | 536,204      |   |   | 524,263             |  
|Deficit, accumulated during the exploration stage         |   | (1,587,175   | ) |   | (1,591,385          | )
|Accumulated other comprehensive income                    |   | 873          |   |   | 873                 |  
|TOTAL CAPITAL DEFICIT                                     |   | (1,023,291   | ) |   | (1,038,902          | )
|TOTAL LIABILITIES AND CAPITAL DEFICIT                     | $ | 40           |   | $ | 1,400,196           |  

The accompanying notes are an integral part of these financial
  statements
F-1

---

MAVERICK MINERALS CORPORATION 
  (An Exploration Stage Company)Consolidated Statements of Operations and Comprehensive Income (Loss)
  
  (Unaudited - Expressed in U.S. Dollars) 
  (Restated-Note 8)

|                                                              |   | Cumulative From   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|------------------------------------------------------------- | - | ----------------- | - | - | ------------------------ | - | - | ----------------------- | - | - | ---------- | - | - | ------------------- | -
|                                                              |   | Date of Inception |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|                                                              |   | (April 21, 2003)  |   |   | Three Month Period Ended |   |   | Nine Month Period Ended |  
|                                                              |   | to September 30   |   |   | September 30             |   |   | September 30            |  
|                                                              |   |                   |   |   | 2006                     |   |   | 2005                    |   |   | 2006       |   |   | 2005                |  
|                                                              |   |                   |   |   |                          |   |   | (Restated - Note 8)     |   |   |            |   |   | (Restated - Note 8) |  
|                                                              |   |                   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|General and administration expenses                           |   |                   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|Audit fees                                                    | $ | 42,405            |   | $ | (380                     | ) | $ | 3,500                   |   | $ | (380       | ) | $ | 19,000              |  
|Freight                                                       |   | 7,601             |   |   | -                        |   |   | -                       |   |   | -          |   |   | -                   |  
|Insurance                                                     |   | 186,297           |   |   | -                        |   |   | -                       |   |   | -          |   |   | -                   |  
|Accounting, legal, engineering & consulting,                  |   |                   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|investor relations                                            |   | 160,317           |   |   | 710                      |   |   | 550                     |   |   | 12,536     |   |   | 2,337               |  
|Management fees and stock based compensation
        (Note 5) |   | 621,018           |   |   | 22,500                   |   |   | 71,650                  |   |   | 78,901     |   |   | 246,408             |  
|Office                                                        |   | 54,351            |   |   | 225                      |   |   | 1,467                   |   |   | 1,298      |   |   | 6,576               |  
|Telephone and utilities                                       |   | 83,059            |   |   | -                        |   |   | -                       |   |   | -          |   |   | -                   |  
|Transfer agent fees                                           |   | 6,995             |   |   | -                        |   |   | 988                     |   |   | 435        |   |   | 1,176               |  
|Travel                                                        |   | 164,090           |   |   | 2,876                    |   |   | 8,884                   |   |   | 20,764     |   |   | 20,337              |  
|Wages and benefits                                            |   | 86,588            |   |   | -                        |   |   | -                       |   |   | -          |   |   | -                   |  
|Gain on disposal of assets                                    |   | (795,231          | ) |   | -                        |   |   | -                       |   |   | -          |   |   | -                   |  
|Loss from operations                                          |   | (617,490          | ) |   | (25,931                  | ) |   | (87,039                 | ) |   | (113,554   | ) |   | (295,834            | )
|Other income (expenses)                                       |   |                   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|Interest expense                                              |   | (49,357           | ) |   | -                        |   |   | (3,500                  | ) |   | (21,000    | ) |   | (3,500              | )
|Loss on settlement of loan payable (Note
        6)           |   | (71,600           | ) |   | -                        |   |   | (71,600                 | ) |   | -          |   |   | (71,600             | )
|Gain on liabilities write-off                                 |   | 300,973           |   |   | -                        |   |   | -                       |   |   | -          |   |   | -                   |  
|Loss from continuing operations                               |   | (437,474          | ) |   | (25,931                  | ) |   | (162,139                | ) |   | (134,554   | ) |   | (370,934            | )
|                                                              |   |                   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|Income (loss) from discontinued operations
        (Note 3)   |   | (1,149,701        | ) |   | 138,764                  |   |   | (13,839                 | ) |   | 138,764    |   |   | (13,839             | )
|                                                              |   |                   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|Income (loss) for the period                                  |   | (1,587,175        | ) |   | 112,833                  |   |   | (175,978                | ) |   | 4,210      |   |   | (384,773            | )
|Other Comprehensive Income                                    |   |                   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|Foreign currency translation adjustments                      |   | 873               |   |   | -                        |   |   | -                       |   |   | -          |   |   | -                   |  
|Comprehensive Income (loss)                                   | $ | (1,586,302        | ) | $ | 112,833                  |   | $ | (175,978                | ) | $ | 4,210      |   | $ | (384,773            | )
|Income (loss) per share - basic and diluted                   |   |                   |   |   |                          |   |   |                         |   |   |            |   |   |                     |  
|Continuing operations                                         |   |                   |   | $ | 0.00                     |   | $ | (0.01                   | ) | $ | (0.01      | ) | $ | (0.01               | )
|Discontinued operations                                       |   |                   |   | $ | 0.00                     |   | $ | 0.00                    |   | $ | 0.01       |   | $ | 0.00                |  
|                                                              |   |                   |   | $ | 0.00                     |   | $ | (0.01                   | ) | $ | 0.00       |   | $ | (0.01               | )
|Weighted average shares outstanding                           |   |                   |   |   | 27,407,208               |   |   | 26,406,501              |   |   | 27,383,032 |   |   | 57,311,416          |  

The accompanying notes are an integral part of these financial
  statements
F-2

---

MAVERICK MINERALS CORPORATION 
  (An Exploration Stage Company) 
  Consolidated Statements of Cash Flows 
  (Unaudited - Expressed in U.S. Dollars) 
  (Restated-Note 8)

|                                                             |   | Cumulative From       |   |   |                         |   |   |                     |  
|------------------------------------------------------------ | - | --------------------- | - | - | ----------------------- | - | - | ------------------- | -
|                                                             |   | Date of Inception     |   |   |                         |   |   |                     |  
|                                                             |   | (April 21, 2003)      |   |   | Nine month period ended |  
|                                                             |   | to September
      30 |   |   | September
      30      |  
|                                                             |   |                       |   |   | 2006                    |   |   | 2005                |  
|                                                             |   |                       |   |   |                         |   |   | (Restated - Note 8) |  
|Operating Activities                                         |   |                       |   |   |                         |   |   |                     |  
|Net income (loss) for the period                             | $ | (1,587,175            | ) | $ | 4,210                   |   | $ | (384,773            | )
|Adjustments to reconcile net loss for the period             |   |                       |   |   |                         |   |   |                     |  
|to cash flows used in operating activities                   |   |                       |   |   |                         |   |   |                     |  
|Impairment of investment in oil and gas
      leases         |   | 419,959               |   |   | -                       |   |   | -                   |  
|Gain on disposal of assets                                   |   | (933,995              | ) |   | (138,764                | ) |   | -                   |  
|Gain on liabilities write-off                                |   | (300,973              | ) |   | -                       |   |   | -                   |  
|Stock based compensation                                     |   | 196,559               |   |   | 11,401                  |   |   | 185,158             |  
|Depreciation                                                 |   | 277,578               |   |   | -                       |   |   | -                   |  
|Shares issued for services                                   |   | 105,000               |   |   | -                       |   |   | -                   |  
|Loss on settlement of loan payable                           |   | 71,600                |   |   | -                       |   |   | 71,600              |  
|Changes in non-cash working capital items                    |   |                       |   |   |                         |   |   |                     |  
|Accounts payable                                             |   | 1,479,940             |   |   | (5,253                  | ) |   | -                   |  
|Accrued liabilities                                          |   | 7,710                 |   |   | (2,290                  | ) |   | 72,345              |  
|Net accrued oil production receivable                        |   | -                     |   |   | -                       |   |   | (16,740             | )
|Cash used in operating activities                            |   | (263,797              | ) |   | (130,696                | ) |   | (72,410             | )
|                                                             |   |                       |   |   |                         |   |   |                     |  
|Investing Activities                                         |   |                       |   |   |                         |   |   |                     |  
|Investment in oil and gas leases                             |   | (474,959              | ) |   | (55,000                 | ) |   | (419,959            | )
|Purchase of property and equipment                           |   | (311,367              | ) |   | -                       |   |   | -                   |  
|Cash used in investing activities                            |   | (786,326              | ) |   | (55,000                 | ) |   | (419,959            | )
|                                                             |   |                       |   |   |                         |   |   |                     |  
|Financing Activities                                         |   |                       |   |   |                         |   |   |                     |  
|Shares issued for cash                                       |   | 53,250                |   |   | -                       |   |   | 5,450               |  
|Proceeds from loans payable                                  |   | 996,040               |   |   | 185,540                 |   |   | 470,750             |  
|Cash provided by financing activities                        |   | 1,049,290             |   |   | 185,540                 |   |   | 476,200             |  
|                                                             |   |                       |   |   |                         |   |   |                     |  
|Decrease in cash during the period                           |   | (833                  | ) |   | (156                    | ) |   | (16,169             | )
|Effect of cumulative currency translation                    |   | 873                   |   |   | -                       |   |   | -                   |  
|Cash, beginning of the period                                |   | -                     |   |   | 196                     |   |   | 25,025              |  
|Cash, end of the period                                      | $ | 40                    |   | $ | 40                      |   | $ | 8,856               |  
|                                                             |   |                       |   |   |                         |   |   |                     |  
|                                                             |   |                       |   |   |                         |   |   |                     |  
|Supplemental Cash Flow information                           |   |                       |   |   |                         |   |   |                     |  
|Interest paid                                                | $ | 35,000                |   | $ | -                       |   | $ | 14,000              |  
|Non-cash investing and financing activities:                 |   |                       |   |   |                         |   |   |                     |  
|Impairment in oil and gas leases                             |   | 419,959               |   |   | -                       |   |   | 419,959             |  
|Investment in oil and gas leases in exchange                 |   |                       |   |   |                         |   |   |                     |  
|for notes payable
      to Veneto                            |   | 1,400,000             |   |   | -                       |   |   | 1,400,000           |  
|Transfer of leases in settlement of notes payable            |   | 1,400,000             |   |   | 1,400,000               |   |   | -                   |  
|Assignment of accounts payable from transfer
      of leases |   | 193,764               |   |   | 193,764                 |   |   | -                   |  
|Settlement of loan payable                                   |   | 53,700                |   |   | -                       |   |   | 53,700              |  
|Forgiveness of related party balances
      payable          |   | 1,027,791             |   |   | -                       |   |   | -                   |  

The accompanying notes are an integral part of these financial
  statements
F-3

---

|MAVERICK MINERALS CORPORATION                                                      
|-----------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                     
|Statement of Changes in Capital Deficit                                            
|For the Period From date of inception on April 21, 2003
      to September 30, 2006
|(Unaudited - Expressed in U.S. Dollars)                                            
|(Restated - Note
      8)                                                          

Number of
      
      
      Par Value
      
      
      Additional
      
      
      Share
      
      
      Accumulated
      
      
      Other
      
      
      TotalCommon
      
      
      @$0.001
      
      
      Paid-in
      
      
      Subscription
      
      
      Deficit
      
      
      Comprehensive
      
      
      CapitalShares
      
      
      Per
        Share
      
      
      Capital
      
      
      Receivable
      
      
      
      
      
      Loss
      
      
      DeficitBalance, April 21, 2003
      100
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Adjustment for the issuance ofcommon stock on recapitalization
      37,580,400
      
      
      37,580
      
      
      (37,580
      )
      
      -
      
      
      -
      
      
      -
      
      
      -37,580,500
      
      
      37,580
      
      
      (37,580
      )
      
      -
      
      
      -
      
      
      -
      
      
      -Adjustment to capital deficit of theCompany at the recapitalization date
      4,176,026
      
      
      4,176
      
      
      (949,065
      )
      
      -
      
      
      -
      
      
      -
      
      
      (944,889
      )41,756,526
      
      
      41,756
      
      
      (986,645
      )
      
      -
      
      
      -
      
      
      -
      
      
      (944,889
      )Shares issued for management services (Note 6)
      1,500,000
      
      
      1,500
      
      
      103,500
      
      
      -
      
      
      -
      
      
      -
      
      
      105,000Currency translation adjustment
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      873
      
      
      873Net loss for the
        period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (626,985
      )
      
      -
      
      
      (626,985
      )Balance, December 31, 2003
      43,256,526
      
      
      43,256
      
      
      (883,145
      )
      
      -
      
      
      (626,985
      )
      
      873
      
      
      (1,466,001
      )Shares issued for cash (Note 6)
      10,000,000
      
      
      10,000
      
      
      15,000
      
      
      -
      
      
      -
      
      
      -
      
      
      25,000Shares subscribed but unissued
      -
      
      
      27,500
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      27,500Forgiveness of related party balances payable(Note 5)
      -
      
      
      -
      
      
      1,027,791
      
      
      -
      
      
      -
      
      
      -
      
      
      1,027,791Net income for the year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      71,698
      
      
      -
      
      
      71,698Balance, December 31, 2004
      53,256,526
      
      
      80,756
      
      
      159,646
      
      
      -
      
      
      (555,287
      )
      
      873
      
      
      (314,012
      )Shares subscribed but unissued
      -
      
      
      (27,500
      )
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (27,500
      )Shares issued for cash (Note 6)
      27,500,000
      
      
      27,500
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      27,500Cancellation of shares (Note 6)
      (54,379,318
      )
      
      (54,379
      )
      
      54,379
      
      
      -
      
      
      -
      
      
      -
      
      
      -Compensation expense on share cancellation (Note 6)
      -
      
      
      -
      
      
      44,720
      
      
      -
      
      
      -
      
      
      -
      
      
      44,720Shares issued for loan payable settlement
        (Note 6)
      895,000
      
      
      895
      
      
      124,405
      
      
      -
      
      
      -
      
      
      -
      
      
      125,300Shares issued for cash (Note 6)
      75,000
      
      
      75
      
      
      675
      
      
      -
      
      
      -
      
      
      -
      
      
      750Stock based compensation (Note 7)
      -
      
      
      -
      
      
      140,438
      
      
      -
      
      
      -
      
      
      -
      
      
      140,438Net loss for the
        year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,036,098
      )
      
      -
      
      
      (1,036,098
      )Balance, December 31, 2005
      27,347,208
      
      
      27,347
      
      
      524,263
      
      
      -
      
      
      (1,591,385
      )
      
      873
      
      
      (1,038,902
      )Shares issued for cash (Note 6)
      60,000
      
      
      60
      
      
      540
      
      
      (600
      )
      
      -
      
      
      -
      
      
      -Stock based compensation (Note 7)
      -
      
      
      -
      
      
      11,401
      
      
      -
      
      
      -
      
      
      -
      
      
      11,401Net income for
        the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      4,210
      
      
      -
      
      
      4,210Balance, September 30, 2006
      27,407,208
      
      $
      27,407
      
      $
      536,204
      
      $
      (600
      )
      $
      (1,587,175
      )
      $
      873
      
      $
      (1,023,291
      )


The accompanying notes are an integral part of these financial
  statements
F-4

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

|Note 1. | NATURE OF OPERATIONS AND
        ABILITY TO CONTINUE AS A GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | Maverick Minerals Corporation
        (the Company) was incorporated on August 27, 1998 under the
        Company Act of the State of Nevada, U.S.A. to pursue opportunities in
        the business of franchising fast food distributor systems. On May 23,
        2001, the Company changed its direction to the energy and mineral resource
        fields, as an exploration stage company, and still is an exploration stage
        company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | On April 21, 2003 the Company
        closed a transaction, as set out in the Purchase Agreement (the Agreement)
        with UCO Energy Corporation (UCO) to purchase the outstanding
        equity of UCO. To facilitate the transaction, the Company consolidated
        its share capital at a ratio of one for five. Subsequent to the share
        consolidation, the Company issued 37,580,400 common shares in exchange
        for all the issued and outstanding common shares of UCO. As a result of
        the transaction, the former shareholders of UCO held approximately 90%
        of the issued and outstanding common shares of the Company. The acquisition
        of UCO was recorded as a reverse acquisition for accounting purposes as
        a recapitalization of UCO. A net distribution of $944,889 was recoded
        in connection with the common stock of the Company for the acquisition
        of UCO in respect of the Companys net liabilities at the acquisition
        date. The Company had minimal assets and had liabilities owing to suppliers
        as well as amounts owing under agreements with third parties as well as
        related parties and as there were no other business interests, the Company
        was acting as a public shell company. The financial statements are now
        presented as a continuation of UCO. UCO was in the business of pursuing
        opportunities in the coal mining industry. The Company has since disposed
        of its mining and oil and gas interests and is seeking new projects in
        these industries.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | These accompanying consolidated
        financial statements have been prepared in accordance with accounting
        principles generally accepted in the United States of America applicable
        to a going concern, which contemplates the realization of assets and the
        satisfaction of liabilities and commitments in the normal course of business.
        As at September 30, 2006, the Company has negative working capital of
        $1,023,291 (December 31, 2005 - $1,738,902), and has an accumulated deficit
        of $1,587,175 at September 30, 2006. The continuation of the Company is
        dependent upon obtaining a successful new exploration project, the continuing
        support of creditors and stockholders as well as achieving and maintaining
        a profitable level of operations. These conditions raise substantial doubt
        about the Companys ability to continue as a going concern. Management
        anticipates that it requires approximately $1,065,000 up to December 31,
        2008 to continue operations. To the extent that cash needs are not achieved
        from operating cash flow and existing cash on hand, the Company plans
        to raise necessary cash through equity issuances and/or debt financing.
        Amounts raised will be used to continue the development of the Company's
        explorations activities, and for other working capital purposes.                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | Management cannot provide any
        assurances that the Company will be successful in any of its plans. Although
        there are no assurances that management's plans will be realized, management
        believes that the Company will be able to continue operations in the future.
        The financial statements do not include any adjustments relating to the
        recoverability and classification of recorded assets or the amounts of
        and classification of liabilities that might be necessary in the event
        the Company cannot continue in existence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Note 2. | SUMMARY OF SIGNIFICAN ACCOUNTING
        POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-5

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

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, 2005. 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 the annual results.

New Accounting Pronouncements

In June 2005, the FASB issued Statement
  of Financial Accounting Standard No. 154, Accounting Changes and Error
  Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and FASB
  Statement No. 3, Reporting Accounting Changes in Interim Financial Statements
  (SFAS 154). The Statement applies to all voluntary changes in accounting
  principle, and changes the requirements for accounting for and reporting of
  a change in accounting principle. SFAS 154 requires retrospective application
  to prior periods financial statements of a voluntary change in accounting
  principle unless it is impracticable. SFAS 154 requires that a change in method
  of depreciation, amortization, or depletion for long-lived, non-financial assets
  be accounted for as a change in accounting estimate that is affected by a change
  in accounting principle. Opinion 20 previously required that such a change be
  reported as a change in accounting principle. SFAS 154 is effective for accounting
  changes and corrections of errors made in fiscal years beginning after December
  15, 2005. The Company has determined the adoption of this pronouncement did
  have a material impact on the Companys financial statements and the changes
  have been reflected in these financial statements (Note 8).

In February 2006, the Financial Accounting
  Standards Board (FASB) issued SFAS No. 155, Accounting for
  Certain Hybrid Financial Instruments  an Amendment of FASB Statements
  No. 133 and 140. Among other things, SFAS No. 155 permits the election
  of fair value measurement for certain hybrid financial instruments that would
  otherwise require bifurcation under Statement 133, Accounting for Derivative
  Instruments and Hedging Activities. These hybrid financial instruments
  would include both assets and liabilities. SFAS No. 155 is effective for fiscal
  years beginning after September 15, 2006. The Company is currently evaluating
  the impact of the provisions of SFAS No. 155.

In September 2006, the FASB issued SFAS
  No. 157, Fair Value Measurements (SFAS No. 157). SFAS
  No. 157 defines fair value, establishes a framework for measuring fair value
  in accordance with generally accepted accounting principles, and expands disclosures
  about fair value measurements. The provisions of SFAS 157 are effective for
  fiscal years beginning after November 15, 2007. The Company is currently evaluating
  the impact of the provisions of SFAS No. 157.

In June 2006, FASB issued interpretation
  No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of
  FASB Statement No. 109 (FAS No. 109) (FIN 48). This interpretation
  prescribes a recognition threshold and measurement attribute for tax positions
  taken or expected to be taken in a tax return. This interpretation also provides
  guidance on de-recognition, classification, interest and penalties, accounting
  in interim periods, disclosure and transition. The evaluation of a tax position
  in accordance with this interpretation is a two-step process. In the first step,
  recognition, the Company determines whether it is more-likely-than-not that
  a tax position will be sustained upon examination, including resolution of any
  related appeals or litigation processes, based on the technical merits of the
  position. The second step addresses measurement of a tax position that meets
  the more-likely-than-not criteria. The tax position is measured at the largest
  amount of benefit that is greater than 50 percent likely of being realized upon
  ultimate settlement. Differences between tax positions taken in a tax return
  and amounts recognized in the financial statements will generally result in
  a) an increase in a liability for income taxes payable or a reduction of an
  income tax refund receivable, b) a reduction in a deferred tax asset or an increase
  in a deferred tax liability or c) both a) and b). Tax positions that previously
  failed to meet the more-likely-than-not recognition threshold should be recognized
  in the first subsequent financial reporting period in which that threshold is
  met. Previously recognized tax positions that no longer

F-6

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

|        | meet the more-likely-than-not
        recognition threshold should be de-recognized in the first subsequent
        financial reporting period in which that threshold is no longer met. Use
        of a valuation allowance as described in FAS No. 109 is not an appropriate
        substitute for the de-recognition of a tax position. The requirement to
        assess the need for a valuation allowance for deferred tax assets based
        on sufficiency of future taxable income is unchanged by this interpretation.
        This Interpretation is effective for fiscal years beginning after December
        15, 2006. The Company is currently evaluating the impact FIN 48 will have
        on the Companys consolidated balance sheet and statement of operations.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | On September 13, 2006, the Securities
        and Exchange Commission (SEC) issued Staff Accounting Bulletin
        (SAB) No. 108 which provides interpretive guidance on how
        the effects of the carryover or reversal of prior year misstatements should
        be considered in quantifying a current year misstatement. SAB 108 is effective
        for fiscal years ending after November 15, 2006. The Company has determined
        that SAB 108 did not have a material impact on its financial statements.                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 3. | INVESTMENTS IN OIL AND GAS
        LEASES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | The Company had working interests
        in petroleum and natural gas properties and cost and results of operations
        are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | S. Neill Unitized Lease                                                  |   |            |  
| | ------------------------------------------------------------------------ | - | ---------- | -
| | Costs of unitized lease acquired on August
      31, 2005                | $ | 1,775,000  |  
| | Development costs during the year ended December 31, 2005                |   | 44,959     |  
| | Impairment write down as at December 31, 2005                            |   | (419,959   | )
| | Balance, December 31, 2005                                               |   | 1,400,000  |  
| | Transfer of unitized lease to vendor as settlement of note
      payable |   | (1,400,000 | )
| | Balance, September
      30, 2006                                        | $ | -          |  
| |                                                                          |   |            |  
| | Knox Lease                                                               |   |            |  
| | Cost of lease acquired on February 20, 2006                              | $ | 55,000     |  
| | Transfer of lease
      to vendor as settlement of note payable          |   | (55,000    | )
| | Balance at September 30, 2006                                            | $ | -          |  

An agreement was entered between the
  Companys subsidiary, Eskota Energy Corporation (Eskota), and
  Veneto Exploration LLC (Veneto) on August 18, 2005 with a closing
  date of August 31, 2005 whereby Veneto agreed to assign, transfer, convey and
  set over unto Eskota, all of Venetos right, title and interest in and
  to those oil and gas lease known informally between the parties as the Eskota
  Leases, in exchange for a $1,400,000 note payable. An additional $375,000
  cash was paid by the Company for the acquisition of the Eskota Leases.

Eskota was to receive all revenue rightfully
  owed under the above noted leases. Eskota agreed to contribute not less than
  $400,000 towards capital improvements on the said lease and equipment during
  the first twelve months after closing. The parties agreed to negotiate a reasonable
  covenant to ensure these expenditures are made.

A note payable was signed on August
  31, 2005 between Eskota and Veneto whereby Eskota promises to pay Veneto $700,000
  before August 31, 2006, and $700,000 by May 31, 2007. Interest of 3% annually
  is payable monthly on the last day of each month on all balances after closing.
  Collateral is all oil and gas leases including wells and all personal property,
  fixtures, machinery and equipment situated on or in the oil and gas leases.

F-7

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

In light of these hard deadlines and
  the fact that the purchase price was predicated partially on down hole success
  from the initial re-works, management determined that it was not prudent to
  proceed with further investment on the property and that settlement discussions
  should begin with the vendor for a mutual release and return of the property
  and retirement of the promissory note of $1,400,000 issued by the Company. The
  effect of the initial failure to increase production from the first two attempts
  to restore the existing wells was reflected in an asset impairment charge taken
  by the Company of $419,959 in its December 31, 2005 fiscal year end financial
  statements. The asset impairment charge was based on the value of the note payable
  owing to Veneto as of December 31, 2005 which was the underlying liability of
  the asset. The agreement between Eskota and Veneto allows for the return of
  the Eskota Leases back to Veneto in the event that Eskota could not meet their
  obligation on the note payable.

In December 2005, Veneto gave notice
  to Eskota and Eskotas customers, to direct any cash payments relating
  to the Eskota Leases to Veneto directly as a result of non-payment of various
  payables by Eskota in relation to the Eskota Leases. As a result of this action,
  all revenues generated from the Eskota Leases were recognized by Veneto, and
  any expenses and obligations arising from the Eskota Leases after the notice
  was given, were assumed by Veneto. As a result, Eskota did not recognize revenue
  or operating expenses from the Eskota Leases during the nine month period ended
  September 30, 2006.

On February 20, 2006 and acting in concert,
  Veneto and the Company purchased a natural gas lease in Stephens County, Texas.
  The lease is known as the Knox lease. Veneto and the Company acquired the lease
  in equal undivided portions. The total purchase price for the lease, $55,000,
  was advanced 100% by the Company with the provision that the lease would subsequently
  be placed for resale with the understanding that each side would share in any
  profit after the return of the purchase price of $55,000 to the Company upon
  the completion of any sale.

Discontinued Operations

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

On July 6, 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.

Below is a detailed breakdown of the
  discontinued operations:

| |                                |   | 2006    |   |   | 2005    |  
| | ------------------------------ | - | ------- | - | - | ------- | -
| | Revenue                        | $ | -       |   | $ | 23,250  |  
| | Cost of goods sold             |   | -       |   |   | (37,089 | )
| | Gain on disposal of assets     |   | 193,764 |   |   | -       |  
| | Loss on transfer of Knox Lease |   | (55,000 | ) |   | -       |  
| |                                | $ | 138,764 |   | $ | (13,839 | )

F-8

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

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

The Company has the following loans
  payable. These amounts are unsecured, bear no interest, with no specific terms
  of repayment.

| |                               |   | September 30 |  |   | December 31 | 
| | ----------------------------- | - | ------------ |  | - | ----------- | 
| |                               |   | 2006         |  |   | 2005        | 
| | Art brokerage                 | $ | 664,640      |  | $ | 479,100     | 
| | Pride of Aspen Associates LLC |   | 311,400      |  |   | 311,400     | 
| | Mr Allonzo B. Leavell         |   | 20,000       |  |   | 20,000      | 
| |                               | $ | 996,040      |  | $ | 810,500     | 

|Note 5. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 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.                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | On June 5, 2005, the Company
        entered into a management agreement with its chief executive officer (CEO).
        The agreement was for a term of two years with an annual fee of $90,000
        and will expire, unless amended, on May 31, 2007. A new management agreement
        has not been signed and it has been assumed that the previous management
        agreement is still in effect until a new agreement has been entered into.                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Management fees of $67,500 are
        charged to expense in these financial statements for the nine month period
        ended September 30, 2006 (2005 - $61,250) There are management fees payable
        of $14,554 at September 30, 2006 (December 31, 2005 - $4,176) that have
        been included in accounts payable.                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 6. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | As explained in Note 1, on April
        21, 2003 the Company issued 37,580,400 common shares in exchange for all
        the issued and outstanding common shares of UCO.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | In July 2003, the Company issued
        1,500,000 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
        10,000,000 common shares at a price of $0.025 for proceeds of $25,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | In January 2005, the Company
        issued 27,500,000 common shares at a price of $0.001 for proceeds of $27,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | In June 2005, the Company cancelled
        54,379,318 common shares, under an agreement with certain stockholders,
        which included the former stockholders of UCO, and two other stockholders
        including the CEO of the Company. The former stockholders of UCO surrendered
        the majority of the shares which was approximately 95% of the total common
        shares that they held at the time. As a result of the share cancellation,
        one single common stockholder emerged as the majority stockholder with
        approximately 76% of the total issued and outstanding common shares. In
        addition, the CEOs percentage common share holding increased and
        resulted in compensation expense of $44,720.

F-9

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

|        | In July 2005, the Company issued
        895,000 common shares at a price of $0.06 to settle an amount owing with
        respect to a loan payable. The transaction was recorded at the quoted
        market price of $0.14 and resulted in a loss on settlement of loan payable
        of $71,600.                                                                           
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                  
|        | In September 2005, the Company
        issued 75,000 common shares at a price of $0.01 for cash proceeds of $750
        in relation to the exercise of stock options.                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                  
|        | In April 2006, the Company issued
        60,000 common shares at a price of $0.01 for $600 in relation to the exercise
        of stock options. As of September 30, 2006, the Company was still owed
        this amount and has been recorded as a share subscription receivable.                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                  
|Note 7. | STOCK OPTION PLAN                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                  
|        | Stock options                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                  
|        | The stock option plan of the
        Company provides for the granting of up to 3,000,000 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.
|        |                                                                                                                                                                                                                                                                                                                                                                                  
|        | Stock option grants in 2005
        and 2006 were to non-employees. Stock option transactions and the number
        of stock options outstanding are summarized as follows:                                                                                                                                                                                                     

| |                                                    |  |            |   |   | Weighted | 
| | -------------------------------------------------- |  | ---------- | - | - | -------- | 
| |                                                    |  |            |   |   | Average  | 
| |                                                    |  | Number     |   |   | Exercise | 
| |                                                    |  | of Options |   |   | Price    | 
| |                                                    |  |            |   |   |          | 
| | Balance, January 1, 2005                           |  | -          |   | $ | -        | 
| | Granted                                            |  | 1,275,000  |   |   | 0.08     | 
| | Exercised                                          |  | (75,000    | ) |   | 0.01     | 
| | Balance, December 31, 2005                         |  | 1,200,000  |   |   | 0.08     | 
| | Granted                                            |  | 60,000     |   |   | 0.01     | 
| | Exercised                                          |  | (60,000    | ) |   | 0.01     | 
| | Balance September 30, 2006                         |  | 1,200,000  |   | $ | 0.08     | 
| |                                                    |  |            |   |   |          | 
| | Options exercisable, as at September 30, 2006      |  | 1,200,000  |   | $ | 0.08     | 
| | Options exercisable,
      as at December 31, 2005 |  | 1,200,000  |   | $ | 0.08     | 

In June 2005, options to purchase 1,000,000
  common shares were granted to the Companys CEO and vested immediately
  upon grant. One half of the options were granted at an exercise price of $0.01
  expiring September 30, 2006. The remaining half was granted at an exercise price
  of $0.03 expiring December 31, 2006. All options under this grant expired unexercised
  during the year ended December 31, 2006.

In August 2005, options to purchase
  200,000 common shares were granted to two non- employees, and vested immediately
  upon grant. One half of the options were granted at an exercise price of $0.25
  expiring August 31, 2006. The remaining half was granted at an exercise price
  of $0.50 expiring August 31, 2006. All options under this grant expired unexercised
  during the year ended December 31, 2006.

F-10

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

In September 2005, options to purchase
  75,000 common shares were granted to consultants, and vested immediately upon
  grant. These options were granted with the understanding that they were to be
  exercised immediately. The options were subsequently exercised at an exercise
  price of $0.01 for proceeds of $750.

The weighted average grant date fair
  value of stock options granted during the year ended December 31, 2005, was
  $0.11 per share.

In April 2006, options to purchase 60,000
  common shares were granted to consultants, and vested immediately upon grant.
  These options were granted with the understanding that they were to be exercised
  immediately. The options were subsequently exercised at an exercise price of
  $0.01 for proceeds of $600.

The weighted average grant date fair
  value of stock options granted during the nine month period ended September
  30, 2006, was $0.19 per share.

Stock-based compensation

Stock options

Compensation expense for options granted
  during the period is recognized in accordance with SFAS No. 123(R) which requires
  all options granted to be measured at fair value. Such compensation is amortized
  over the contract services period or, if none exists, from the date of grant
  until the options vest for non-employees. For the periods ended September 30,
  2006 and 2005, all options were granted to non-employees and vested on the grant
  date. For 2005, the Company followed SFAS 123 Accounting for Stock-Based
  Compensation to account for all stock options granted. The fair value
  of stock options granted during 2006 was estimated at the date of grant using
  the fair value method prescribed in SFAS 123 used the following weighted average
  assumptions:

| |                                                          | Nine Month
      Period
| | -------------------------------------------------------- | -----------------------
| |                                                          | Ended September 30,    
| |                                                          | 2006                   
| | Risk-free interest rate                                  | 4.96 %                 
| | Expected term of options                                 | 0.1 years              
| | Expected volatility of the Companys common
      shares | 256 %                  
| | Dividend                                                 | -%                     

Expected volatilities are based on historical
  volatility of the Companys common stock using available data and other
  factors. The Company uses historical data to estimate option exercise, forfeiture
  and employees termination within the valuation model. For non-employees, the
  expected term of the options approximates the full term of the options.

Stock based compensation expense of
  $11,401 was recognized during the nine-month period ended September 30, 2006
  (2005 - $140,438).

F-11

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

|**Note 8.** | RESTATEMENTS
|----------- | ------------

(a) Revision of reverse acquisition
  accounting

On April 21, 2003 the Company closed
  a transaction with UCO to purchase the outstanding equity of UCO in exchange
  for 90% of the issued and outstanding common shares of the Company (see Note
  1). The acquisition was initially accounted for using the purchase method. Subsequent
  to the issuance of the December 31, 2005 financial statements, management revisited
  the acquisition and deemed the transaction to be a reverse acquisition for accounting
  purposes. As a result, the Company reversed the goodwill on the acquisition,
  and eliminated the accumulated deficit, deferred compensation and accumulated
  other comprehensive loss balances in the Company up to the reverse acquisition
  date. As a result the financial statements are now presented as a continuation
  of UCO.

(b) Recognition of additional management
  compensation

Subsequent to the issuance of December
  31, 2005 consolidated financial statements, the Company has corrected an error
  in the omission of management compensation resulting from shares that were issued
  in July 2003 to the Companys CEO for management services. Initially, the
  transaction was recorded at $0.0136 per common share. As a result of the correction,
  the transaction was recorded at the quoted market price of $0.07 per common
  share and resulted in additional compensation expense of $84,500.

(c) Recognition of management compensation
  on share cancellation

Subsequent to the issuance of the December
  31, 2005 consolidated financial statements, the Company has corrected an error
  in the omission of management compensation resulting from the cancellation of
  common shares in 2005. As a result of the share cancellation, the ownership
  percentage of the common shares owned by the Companys CEO increased resulting
  in a compensation expense to him of $44,720 in relation to the share cancellation.

(d) Loss on settlement of loan payable

Subsequent to the issuance of the December
  31, 2005 consolidated financial statements, the Company has corrected an error
  in the settlement of a loan payable balance through the issuance of common shares
  in 2005. The transaction was initially recorded at $0.06 per common share. The
  transaction is now recorded at the quoted market price of $0.14 per common share,
  resulting in a loss on settlement of $71,600.

(e) Recognition of additional stock-based
  compensation

Subsequent to the issuance of the December
  31, 2005 consolidated financial statements, the Company has corrected an error
  in the calculation and omission of stock-based compensation resulting from stock
  options granted to the Companys CEO and other non-employees. The Company
  has now recognized additional stock-based compensation expense of $134,261,
  for a total stock-based compensation expense of $140,438 during the year ended
  December 31, 2005.

(f) Forgiveness of related party balances
  payable

Subsequent to the issuance of the December
  31, 2005 consolidated financial statements, the Company has corrected an error
  relating to the recording of the forgiveness of related party balances payable.
  The transaction was initially recorded as a gain on write-off of liabilities.
  As a portion of this gain was related to related party balances, the Company
  has corrected this error by recording $1,027,791 of this gain as additional
  paid-in capital.

F-12

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

(g) Impairment of oil and gas leases

Subsequent to the issuance of the December
  31, 2005 consolidated financial statements, the Company corrected the assessment
  relating to the impairment write-down of its oil and gas leases. The Company
  has now recognized an impairment write-down of its oil and gas leases of $419,959,
  and the impairment reflects the fair value of oil and gas leases which approximates
  the amount of the note payable to Veneto, which is the underlying liability
  of the oil and gas leases.

(h) Re-classification of non-cash items
  on cash flow

Subsequent to the issuance of the September
  30, 2005 consolidated financial statements, the Company has corrected an error
  relating to the disclosure of financing and investing activities in relation
  to the Veneto Agreement. The investment and resulting note payable of $1,400,000
  into the unitized lease were classified as investing and financing activities
  and should have been disclosed as non-cash items.

The following represents the Companys
  investment in oil and gas leases as previously reported and after giving effect
  to the restatement adjustments for the year ended December 31, 2005:

| |                                      |   | December 31, | 
| | ------------------------------------ | - | ------------ | 
| |                                      |   | 2005         | 
| |                                      |   |              | 
| | Investment in Oil and Gas Leases     |   |              | 
| | As previously recorded               | $ | 1,075,000    | 
| | Impairment of oil and gas leases (g) |   | 325,000      | 
| | As restated                          | $ | 1,400,000    | 

The following represents components
  of the Companys Capital Deficit as previously reported and after giving
  effect to the restatement adjustments for the year ended December 31, 2005:

| |                                                             |   | January 1, |  
| | ----------------------------------------------------------- | - | ---------- | -
| |                                                             |   | 2005       |  
| |                                                             |   |            |  
| | Accumulated Deficit                                         |   |            |  
| | As previously recorded                                      | $ | (3,171,614 | )
| | Revision of reverse acquisition accounting
      (a)        |   | 3,728,618  |  
| | Recognition of additional
      management compensation (b) |   | (84,500    | )
| | Forgiveness
      of related party balances payable (f)     |   | (1,027,791 | )
| | As
      restated                                           | $ | (555,287   | )

| |                                                              |   | December 31, |  
| | ------------------------------------------------------------ | - | ------------ | -
| |                                                              |   | 2005         |  
| |                                                              |   |              |  
| | Additional Paid-in Capital                                   |   |              |  
| | As previously recorded                                       | $ | 3,047,479    |  
| | Revision of reverse acquisition accounting
      (a)         |   | (3,890,710   | )
| | Recognition of additional
      management compensation (b)  |   | 84,500       |  
| | Recognition of management compensation
      on              |   |              |  
| | share
      cancellation (c)                                 |   | 44,720       |  
| | Loss on settlement of loan payable (d)                       |   | 76,222       |  
| | Recognition of additional
      stock-based compensation (e) |   | 134,261      |  
| | Forgiveness
      of related party balances payable (f)      |   | 1,027,791    |  
| | As
      restated                                            | $ | 524,263      |  

F-13

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

| | Deferred Compensation                                                |   |            |  
| | -------------------------------------------------------------------- | - | ---------- | -
| | As previously recorded                                               | $ | (72,968    | )
| | Revision
      of reverse acquisition accounting (a)                 |   | 72,968     |  
| | As
      restated                                                    | $ | -          |  
| |                                                                      |   |            |  
| | Other Comprehensive Income (Loss)                                    |   |            |  
| | As previously recorded                                               | $ | (8,429     | )
| | Revision of reverse acquisition accounting
      (a)                 |   | 9,302      |  
| | As restated                                                          | $ | 873        |  
| |                                                                      |   |            |  
| |                                                                      |   |            |  
| | Accumulated Deficit                                                  |   |            |  
| | As previously recorded                                               | $ | (4,357,331 | )
| | Revision of reverse acquisition
      accounting (a), recognition of |   |            |  
| | additional
      management compensation (b), recognition of         |   |            |  
| | management
      compensation on share cancellation (c), loss on     |   |            |  
| | settlement
      of loan payable (d), recognition of additional      |   |            |  
| | stock-based
      compensation (e), forgiveness of related party     |   |            |  
| | balances payable (f), and (g) impairment of oil
      and gas leases |   | 2,765,946  |  
| | As
      restated                                                    | $ | (1,591,385 | )

The following represents the Companys
  net loss as previously reported and after giving effect to the restatement adjustments
  for the nine-month period ended September 30, 2005:

| |                                                        |   | September 30, |  
| | ------------------------------------------------------ | - | ------------- | -
| | Net Loss for the
      nine month period ended         |   | 2005          |  
| |                                                        |   |               |  
| | As previously recorded                                 | $ | (228,635      | )
| | Revision of reverse acquisition accounting
      (a)   |   | 56,400        |  
| | Recognition of management
      compensation on        |   |               |  
| | share cancellation
      (c)                           |   | (44,720       | )
| | Loss on settlement
      of loan payable (d)           |   | (71,600       | )
| | Recognition of additional stock-based compensation (e) |   | (96,218       | )
| | As
      restated                                      | $ | (384,773      | )

The following represents the Companys
  net loss as previously reported and after giving effect to the restatement adjustments
  for the three-month period ended September 30, 2005:

| |                                                        |   | September 30, |  
| | ------------------------------------------------------ | - | ------------- | -
| | Net Loss for the
      nine month period ended         |   | 2005          |  
| |                                                        |   |               |  
| | As previously recorded                                 | $ | (119,498      | )
| | Revision of reverse acquisition accounting
      (a)   |   | 18,800        |  
| | Loss on settlement
      of loan payable (d)           |   | (71,600       | )
| | Recognition of additional stock-based compensation (e) |   | (3,680        | )
| | As
      restated                                      | $ | (175,978      | )

The following represents the Companys
  cash flow as previously reported and after giving effect to the restatement
  adjustments for the nine month period ended September 30, 2005:

F-14

---

|MAVERICK MINERALS CORPORATION                
|---------------------------------------------
|(An Exploration Stage Company)               
|Notes to Consolidated Financial Statements   
|September 30, 2006                           
|(Unaudited - Expressed
      in U.S. Dollars)

| |                                               |   | September 30, |  
| | --------------------------------------------- | - | ------------- | -
| |                                               |   | 2005          |  
| |                                               |   |               |  
| | Cash used in investing activities             |   |               |  
| | As previously recorded                        | $ | (1,819,959    | )
| | Re-classification of non-cash items
      (h) |   | 1,400,000     |  
| | As restated                                   | $ | (419,959      | )
| |                                               |   |               |  
| | Cash provided by financing activities         |   |               |  
| | As previously recorded                        | $ | 1,876,200     |  
| | Re-classification
      of non-cash items (h) |   | (1,400,000    | )
| | As
      restated                             | $ | 476,200       |  

F-15

---

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

3

---

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 fiscal year ended December 31,
  2005, we experienced the following significant corporate developments:

| | 1. | On February 20, 2006 Veneto and the Company purchased a
      natural gas lease in Stephens County, Texas, known as the Knox Lease.
      Veneto and the Company acquired the lease in equal undivided portions. The
      total purchase price for the lease, $55,000, was advanced 100% by the
      Company with the provision that the lease would subsequently be placed for
      resale with the understanding that each side would share in any profit
      after the return of the purchase price of $55,000 to the Company upon the
      completion of any sale.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 2. | In March 2006, management determined to not proceed
      further with the Eskota Leases and entered negotiations with Veneto to
      relieve the Company of their obligation under the note payable to Veneto.
      As a result, revenues, cost of goods sold, and gains and losses associated
      with the property have been reflected as income (loss) from discontinued
      operations. The Company has spent the time since divestiture evaluating
      oil and gas opportunities in Texas and other jurisdictions.                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 3. | In April 2006, we issued 60,000 common shares at a price
      of $0.01 for $600 in respect of the exercise of stock options. As of
      December 31, 2006, we were still owed this amount and it has been recorded
      as a share subscription receivable in our financial statements.                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 4. | 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.                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 5. | Effective July 21, 2006, Moen and Company LLP resigned as
      our principal independent accountant. Subsequently, on November 2, 2006,
      we engaged BDO Dunwoody LLP as our principal independent accounting
      firm.                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 6. | On February 29, 2008, the Board of Directors of the
      Company amended and restated the Companys bylaws. The amendment to the
      bylaws was for the purpose of, among other things, removing certain
      outdated and redundant provisions that existed in the Companys prior
      bylaws with respect to corporate governance, and shareholder and director
      meeting procedures.                                                                                                                                                                             

Our Current Business

We are an exploration stage company. We plan to continue to
evaluate joint venture opportunities and oil and gas development and production
prospects in West Texas, North West Texas and Saskatchewan. Our development work
in Texas had been focused exclusively on optimizing existing non-producing wells
on our previously owned 6,000 acre oil and gas lease in Nolan and Fisher
counties outside of Sweetwater, Texas.

While we no longer own this lease we have through our efforts
found a significant store of original core and drilling information unavailable
for review since the 1970s at the time of the original drilling. These records,
including logs and zone maps, are now in our possession.

We are in discussion with an experienced local geologist with
the intention of re-modeling and analyzing the lease with the benefit of this
new data. We believe a reasonable joint venture opportunity exists on this lease
with the provision of advanced analysis using our proprietary data. While
previous workings by our company were exclusively on pre-existing wells, new
modeling may identify one or several drill sites identified as proven,
non-developed by an independent geologist working for our company in 2005. That
work resulted in an SX-10 reserve report we previously disclosed. New modeling
may also enhance recovery prospects up pipe in previously discovered but
non-produced zones which could benefit from modern completion techniques.

4

---

We expect to continue our evaluation of joint venture
production and development opportunities in North West Texas. Our company has
engaged an independent geologist in Wichita Falls, Texas and has evaluated two
prospects to date. One in Throckmorton County and one in Wilbarger County. Our
company has acquired a good working knowledge of land value and recovery
techniques over the past three years working in Texas and has developed working
relationships we believe will be valuable in identifying appropriate ventures
for our company going forward.

Increased expansion of the oil and gas sector in Saskatchewan,
Canada may lead to joint venture opportunities in this region. The management of
our company has been based in Saskatchewan in the recent past and has existing
relationships with individuals and companies financing and producing oil in this
jurisdiction. We contemplate evaluating joint venture opportunities in
Saskatchewan in the next 12 months. As an exploration stage company, we are not
able to fund our cash requirements through our current operations. Historically,
we have been able to raise a limited amount of capital through private
placements of our equity stock, but we are uncertain about our continued ability
to raise funds privately. Further, we believe that our company may have
difficulties raising capital until we locate a prospective property through
which we can pursue our plan of operation. If we are unable to secure adequate
capital to continue our acquisition efforts, our shareholders may lose some or
all of their investment and our business may fail.

General

The following is a discussion and analysis of our plan of
operation for the twelve month period ended September 30, 2007, and the factors
that could affect our future financial condition and plan of operation. 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.

Subsequent to the issuance of the December 31, 2005 financial
  statements, management identified various errors in connection with the Companys
  2005 and prior financial statements and determined that restatements were necessary
  in respect of the following:

The amounts below reflect the adjustments to the 2005 annual
financial statements. To see how such adjustments affect the comparative
quarterly information for the three and nine months ended September 30, 2005,
please refer to the notes to the consolidated interim financial statements.

(a) Revision of reverse acquisition
accounting

On April 21, 2003, we closed a
transaction with UCO to purchase the outstanding equity of UCO in exchange for
90% of our issued and outstanding common shares. The acquisition was initially
accounted for using the purchase method. Subsequent to the issuance of the
December 31, 2005 financial statements, management revisited the acquisition and
deemed the transaction to be a reverse acquisition for accounting purposes. As a
result, we reversed the goodwill on the acquisition, and eliminated the
accumulated deficit, deferred compensation and accumulated other comprehensive
loss balances up to the reverse acquisition date. As a result the financial
statements are now presented as a continuation of UCO.

(b) Recognition of additional
management compensation

Subsequent to the issuance of December
31, 2005 consolidated financial statements, we have corrected an error in the
omission of management compensation resulting from shares that were issued in
July 2003 to our CEO for management services. Initially, the transaction was
recorded at $0.0136 per common share. As a result of the correction, the
transaction was recorded at the quoted market price of $0.07 per common share
and resulted in additional compensation expense of $84,500.

(c) Recognition of management
compensation on share cancellation

Subsequent to the issuance of the December
  31, 2005 consolidated financial statements, we have corrected an error in the
  omission of management compensation resulting from the cancellation of common
  shares in 2005. As a result of the share cancellation, the ownership percentage
  of the common shares owned by our companys CEO increased resulting in
  a compensation expense to him of $44,720 in relation to the share cancellation.

5

---

(d) Loss on settlement of loan payable

Subsequent to the issuance of the
December 31, 2005 consolidated financial statements, we have corrected an error
in the settlement of a loan payable balance through the issuance of common
shares in 2005. The transaction was initially recorded at $0.06 per common
share. The transaction is now recorded at the quoted market price of $0.14 per
common share, resulting in a loss on settlement of $71,600.

(e) Recognition of additional
stock-based compensation

Subsequent to the issuance of the
December 31, 2005 consolidated financial statements, we have corrected an error
in the calculation and omission of stock-based compensation resulting from stock
options granted to our companys CEO and other non-employees. We have now
recognized additional stock-based compensation expense of $134,261, for a total
stock-based compensation expense of $140,438 during the year ended December 31,
2005.

(f) Forgiveness of related party
balances payable

Subsequent to the issuance of the
December 31, 2005 consolidated financial statements, we have corrected an error
relating to the recording of the forgiveness of related party balances payable.
The transaction was initially recorded as a gain on write-off of liabilities. As
a portion of this gain was related to related party balances, we have corrected
this error by recording $1,027,791 of this gain as additional paid-in capital.

(g) Impairment of oil and gas leases

Subsequent to the issuance of the
December 31, 2005 consolidated financial statements, we have corrected the
assessment relating to the impairment write-down of its oil and gas leases. We
have now recognized an impairment write-down of its oil and gas leases of
$419,959, and the impairment reflects the fair value of oil and gas leases which
approximates the amount of the note payable to Veneto, which is the underlying
liability of the oil and gas leases.

(h) Re-classification of non-cash items
on cash flow

Subsequent to the issuance of the
December 31, 2005 consolidated financial statements, we have corrected an error
relating to the disclosure of operating activities, financing activities, and
investing activities in relation to the Veneto Agreement and settlement of loan
payable. The loan from Art Brokerage, and the subsequent investment of $375,000
into the unitized lease were classified as non-cash items and should have been
disclosed as an inflow of cash in financing activities, and outflow of cash in
investing activities.

Plan of Operation

For the next twelve months we plan to continue to evaluate
joint venture opportunities and oil and gas development and production prospects
in West Texas and North West Texas and Saskatchewan. Our development work in
Texas had been focused exclusively on optimizing existing non-producing wells on
our previously owned 6,000 acre oil and gas lease in Nolan and Fisher counties
outside of Sweetwater, Texas.

While we no longer own this lease, we have through our efforts
found a significant store of original core and drilling information unavailable
for review since the 1970s at the time of the original drilling. These records
including logs and zone maps and are now in our companys possession.

We are in discussion with an experienced local geologist with
the intention of re-modeling and analyzing the lease with the benefit of this
new data. We believe a reasonable joint venture opportunity exists on this lease
with the provision of advanced analysis using our proprietary data. While
previous workings by our company were exclusively on pre-existing wells, new
modeling may identify one or several drill sites identified as proven,
non-developed by an independent geologist working for our company in 2005. That
work resulted in an SX-10 reserve report. Previously drilled wells on the
property have averaged 200,000 accumulated barrels of oil production over the
life of the wells.

6

---

New modeling may also enhance recovery prospects up pipe in
previously discovered but non-produced zones which could benefit from modern
completion techniques.

We expect to continue our evaluation of joint venture
production and development opportunities in North West Texas. The company has
engaged an independent geologist in Wichita Falls, Texas and has evaluated two
prospects to date. One in Throckmorton County and one in Wilbarger County. The
company has acquired a good working knowledge of land value and recovery
techniques over the past three years working in Texas and has developed working
relationships it believes will be valuable in identifying appropriate ventures
for the company going forward.

Increased expansion of the oil and gas sector in Saskatchewan,
Canada may lead to joint venture opportunities in this region. The management of
the company has been based in Saskatchewan in the recent past and has existing
relationships with individuals and companies financing and producing oil in this
jurisdiction. We expect to evaluate a number of joint venture opportunities in
Saskatchewan in the next 12 months.

Our initial attempt at optimizing existing wells owned by the
company was not successful. While we believe our experience has increased our
knowledge base which may allow us to be successful in the future there is no
assurance that we will find and successfully finance a development opportunity
and maintain an operation to a level that would allow an investor to obtain a
return on their investment.

Cash Requirements during the Next Twelve Months

($)General, Administrative and Corporate
      Expenses
    
    175,000Consulting and Due Diligence, Texas and Saskatchewan
    
    60,000Professional Fees
    
    80,000Joint Venture Programs
    
    750,000Total
    
    1,065,000


As of September 30, 2006, we had cash of $40 and negative
working capital of $1,023,291. To date we have funded our operations primarily
with loans from shareholders.

We have received a verbal commitment from existing creditor
shareholders to, under certain circumstances, forgive a portion of existing debt
and or convert part or all of existing debt to shares in the company at or above
determined market value. 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. See Future
Financing below.

RESULTS OF OPERATIONS

|Three and Nine Months Summary      |   |                    |  |   |                    |   |   |         |   |   |          |  
|---------------------------------- | - | ------------------ |  | - | ------------------ | - | - | ------- | - | - | -------- | -
|                                   |   | Three Months Ended |  |   | Nine Months Ended  |  
|                                   |   | September
      30 |  |   | September
      30 |  
|                                   |   | 2006               |  |   | 2005               |   |   | 2006    |   |   | 2005     |  
|Revenue                            | $ | -                  |  | $ | -                  |   | $ | -       |   | $ | -        |  
|Expenses                           |   | 25,931             |  |   | 87,039             |   |   | 113,554 |   |   | 295,834  |  
|Interest expense                   |   | -                  |  |   | 3,500              |   |   | 1,000   | ) |   | 3,500    |  
|Loss on settlement of loan payable |   | -                  |  |   | 71,600             |   |   | -       |   |   | 71,600   |  
|Income (loss) from discontinued    |   |                    |  |   |                    |   |   |         |   |   |          |  
|operations                         |   | 138,764            |  |   | (13,839            | ) |   | 138,764 |   |   | 13,839   |  
|Net Income (Loss)                  | $ | 112,833            |  | $ | (175,978           | ) | $ | 4,210   |   | $ | (384,773 | )

Revenue

We have had no operating revenues for the three month period
ended September 30, 2006 and 2005 and for the nine month period ended September
30, 2006 and 2005. We anticipate that we will not generate any revenues for so
long as we are an exploration stage company.

7

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Expenses

The major components of our expenses for the three and nine months ended September 30, 2006 are outlined
in the table below:

|                                |   | Three Months Ended |  |   | Nine Months Ended  | 
|------------------------------- | - | ------------------ |  | - | ------------------ | 
|                                |   | September
      30 |  |   | September
      30 | 
|                                |   | 2006               |  |   | 2005               | 
|Management Fees and stock based |   |                    |  |   |                    | 
|compensation                    | $ | 22,500             |  | $ | 71,650             | 
|Professional and Audit Fees     |   | 330                |  |   | 4,050              | 
|Transfer Agent Fees             |   | -                  |  |   | 988                | 
|Travel                          |   | 2,876              |  |   | 8,884              | 
|Office                          |   | 225                |  |   | 1,467              | 
|Total Expenses                  | $ | 25,931             |  | $ | 87,039             | 

General and Administrative

The decrease in our general and administrative expenses for the
three month period ended September 30, 2006 was primarily due to the reduction
of management fees and stock based compensation.

The decrease in our general and administrative expenses for the
nine month period ended September 30, 2006 was primarily due to the reduction of
management fees and stock based compensation, professional fees and office.

Working Capital

Three Months Ended
      September 30, 2006
      
      Year Ended December 31,
      2005Current Assets
    $
    40
    $
    196Current Liabilities
    
    1,023,331
    
    1,739,098Working Capital Deficiency
    
    (1,023,291)
    
    (1,738,902)


Cash Flows

Nine Months Ended
      September 30, 2006
      
      Nine Months Ended
      September 30, 2005Cash
      used in Operating Activities
    $
    (130,696)
    $
    (72,410)Cash
      used by Investing Activities
    
    (55,000)
    
    (419,959)Cash
      provided by Financing Activities
    
    185,540
    
    476,200Net
      Decrease in Cash
    
    (156)
    
    (16,169)


As the Companys activity has declined over the period from
2005 to 2006, so have its cash expenditures. Funding for operating and investing
activities was provided by non-interest bearing advances from a lender.

We had cash on hand of $40 and negative working capital of
$1,023,291 as of September 30, 2006 compared to cash on hand of $196 and
negative working capital of $1,738,902 for the year ended December 31, 2005. We
anticipate that we will incur approximately $1,065,000 for operating expenses,
including professional, legal and accounting expenses associated with our
reporting requirements under the Exchange Act during the next twelve months.
Accordingly, we will need to obtain additional financing in order to complete
our full business plan.

Discontinued Operations

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

8

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

September 30,
    
    
    December 31,2006
    
    
    2005Art Brokerage
    $
    664,640
    
    $
    479,100Pride of Aspen Associates LLC
    
    311,400
    
    
    311,400Mr. Alonzo B. Leavell
    
    20,000
    
    
    20,000TOTAL
    $
    996,040
    
    $
    810,500


Going Concern

The audited financial statements accompanying our annual report
  on Form 10-KSB for the year ended December 31, 2005 have been prepared on a
  going concern basis, which implies that our company will continue to realize
  its assets and discharge its liabilities and commitments in the normal course
  of business. Our company has not generated revenues since inception and has
  never paid any dividends and is unlikely to pay dividends or generate earnings
  in the immediate or foreseeable future. The continuation of our company as a
  going concern is dependent upon the continued financial support from our shareholders,
  the ability of our company to obtain necessary equity financing to achieve our
  operating objectives, and the attainment of profitable operations. As of May
  15, 2008, we had cash of $3,759 and we estimate that we will require approximately
  $1,065,000 to fund our business operations over the next twelve months. Accordingly,
  we do not have sufficient funds for planned operations and we will be required
  to raise additional funds for operations after that date.

These circumstances raise substantial doubt about our ability
to continue as a going concern, as described in the explanatory paragraph to our
independent auditors' report on our 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.

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

Future Financings

As of May 15, 2008, we had cash of $3,759 and we estimate that
we will require approximately $1,065,000 to fund our business operations over
the next twelve months. Accordingly, we do not have sufficient funds for planned
operations and we will be required to raise additional funds for operations
after that date. 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.

9

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Off-Balance Sheet Arrangements

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

Employees

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

New Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments  an Amendment of FASB Statements No. 133 and 140. Among other things, SFAS No.
155 permits the election of fair value measurement for certain hybrid financial instruments that would otherwise require bifurcation under Statement 133, Accounting for Derivative Instruments and Hedging Activities. These hybrid
financial instruments would include both assets and liabilities. SFAS No. 155 is effective for fiscal years beginning after September 15, 2006. We are currently evaluating the impact of the provisions of SFAS No. 155.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting
principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of the provisions of SFAS No. 157.

In June 2006, FASB issued interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 (FAS No. 109) (FIN 48). This interpretation prescribes a recognition threshold and
measurement attribute for tax positions taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
The evaluation of a tax position in accordance with this interpretation is a two-step process. In the first step, recognition, we determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including
resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the
largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in a) an
increase in a liability for income taxes payable or a reduction of an income tax refund receivable, b) a reduction in a deferred tax asset or an increase in a deferred tax liability or c) both a) and b). Tax positions that previously failed to meet
the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition
threshold should be de-recognized in the first subsequent financial reporting period in which that threshold is no longer met. Use of a valuation allowance as described in FAS No. 109 is not an appropriate substitute for the de-recognition of a tax
position. The requirement to assess the need for a valuation allowance for deferred tax assets based on sufficiency of future taxable income is unchanged by this interpretation. This Interpretation is effective for fiscal years beginning after
December 15, 2006. We are currently evaluating the impact FIN 48 will have on our consolidated balance sheet and statement of operations.

On September 13, 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108 which provides interpretive guidance on how the effects of the carryover or reversal of prior year
misstatements should be considered in quantifying a current year misstatement. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 did not have a material impact on our consolidated financial statements.

Application of Critical Accounting Estimates

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

10

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

We follow the full cost method of accounting for natural gas
and oil operations. Under the full cost method all costs incurred in the
acquisition, exploration and development of natural gas and oil reserves are
initially capitalized into cost centers on a country-by-country basis. We
currently do not maintain any oil and gas assets, but are seeking opportunities
in this industry. Such costs may include land acquisition costs, geological and
geophysical expenditures, carrying charges on non-producing properties, costs of
drilling and overhead charges directly related to acquisition, exploration and
development activities. Costs capitalized, together with the costs of production
equipment, are depleted and amortized on the unit-of-production method based on
the estimated net proved reserves, as determined by independent petroleum
engineers. The percentage of total reserve volumes produced during the year is
multiplied by the net capitalized investment plus future estimated development
costs in those reserves. Costs of acquiring and evaluating unproved properties
are initially excluded from depletion calculations. These unevaluated properties
are assessed periodically to ascertain whether an impairment has occurred. When
proved reserves are assigned or the property is considered to be impaired, the
cost of the property or the amount of the impairment is added to costs subject
to depletion calculations.

Estimates of undiscounted future cash flows that we use for
conducting impairment tests are subject to significant judgment decisions based
on assumptions of highly uncertain future factors such as, crude oil and natural
gas prices, production quantities, estimates of recoverable reserves, and
production and transportation costs. Given the significant assumptions required
and the strong possibility that actual future factors will differ, we consider
the impairment test to be a critical accounting procedure.

In accordance with Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations (''SFAS 143''), the fair
value of an asset retirement cost, and corresponding liability, should be
recorded as part of the cost of the related long-lived asset and subsequently
allocated to expense using a systematic and rational method. We will record an
asset retirement obligation to reflect its legal obligations related to future
abandonment of its oil and gas interests using estimated expected cash flow
associated with the obligation and discounting the amount using a
credit-adjusted, risk-free interest rate. At least annually, we will reassess
the obligation to determine whether a change in any estimated obligation is
necessary. We will evaluate whether there are indicators that suggest the
estimated cash flows underlying the obligation have materially changed. Should
those indicators suggest the estimated obligation has materially changed, we
will accordingly update our assessment.

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

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

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.

11

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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.

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 cash in the amount of $40 and negative working capital of $1,023,291 as of September 30, 2006. We do not have sufficient funds to continue to evaluate joint venture opportunities and oil and gas development and production prospects in
West Texas, North West Texas and Saskatchewan, nor do we have the funds to independently finance our daily operating costs. 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 continue to evaluate joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan. Obtaining additional
financing is subject to a number of factors, including market prices for minerals and oil and gas, investor acceptance of any property we may acquire in the future, 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.

We do not hold an interest in any business or revenue generating property. 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 of joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail.  There is no history upon which to base any assumption as to the
likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

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

We incurred net income of $112,833 for the three month period ended September 30, 2006 (as a result of our gain on disposal of assets related to our discontinued operations) and a net loss of $175,978 for the three month period ended
September 30, 2005.  At September 30, 2006, we had an accumulated deficit of $1,587,175 and negative working capital of $1,023,291.

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. 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.

Due to the speculative nature of the exploration of mineral and oil and gas properties, there is substantial risk that our business will fail.

The business of mineral and oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can
exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves.  Any expenditures by our company in connection with the evaluation
of joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan may not provide or contain commercial quantities of reserves.

12

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Even if we discover commercial reserves, we may not be able to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a property that has proven commercial reserves of minerals or oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide
no assurance to investors that we will be able to obtain the financing necessary to extract such reserves.

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.

The marketability of natural resources will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of
natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot
be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

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.

Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.

In general, our exploration and production activities are
  subject to certain federal, state and local laws and regulations relating to
  environmental quality and pollution control. Such laws and regulations increase
  the costs of these activities and may prevent or delay the commencement or continuance
  of a given operation. Compliance with these laws and regulations has not had
  a material effect on our operations or financial condition to date. Specifically,
  we are subject to legislation regarding emissions into the environment, water
  discharges and storage and disposition of hazardous wastes.

13

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In addition, legislation has been enacted which requires well
  and facility sites to be abandoned and reclaimed to the satisfaction of state
  authorities. However, such laws and regulations are frequently changed and we
  are unable to predict the ultimate cost of compliance. Generally, environmental
  requirements do not appear to affect us any differently or to any greater or
  lesser extent than other companies in the industry.

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.

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.

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 mineral and oil and gas exploration, there is a higher risk our business will fail.

While Robert Kinloch, our director and executive officer, has experience managing a mineral exploration company, he does not have formal training as a geologist. 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 on business management services for our company. At present, Mr. Kinloch spends a reasonable amount of time in pursuit of our companys interests. Due to the time
commitments from Mr. Kinlochs other business interests, however, Mr. Kinloch 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
Mr. Kinlochs other business interests.

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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 mining and 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.

ITEM 3. CONTROLS AND PROCEDURES.

We have effected a restatement of our financial results for the
year ended December 31, 2005.

|(a) | The restatement was effected to correct errors in our
      accounting treatment of:
|--- | ------------------------------------------------------------------------------------
|    |                                                                                     
|    | (i)                                                                                 
|    |                                                                                     
|    | (ii)                                                                                
|    |                                                                                     
|    | (iii)                                                                               
|    |                                                                                     
|    | (iv)                                                                                

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As a result of our review of these transactions, the effect on
the amended accounting for the adjustments above is discussed in Note 9 to our
audited consolidated financial statements.

|(b) | Evaluation of disclosure controls and procedures and
      remediation
|--- | ----------------------------------------------------------------------

In connection with the restatement of our financial results for
the year ended December 31, 2005, under the direction of our management, we have
re-evaluated certain disclosure controls and procedures and internal controls
over financial reporting. In connection with the restatement we identified a
material weakness in our internal controls and procedures relating to the
accounting treatment of our past acquisitions, stock-based compensation
calculations, settlement of debts and the determination of impairment. Moreover,
due to the resignation of our previous independent auditor which required the
re-audit of our accounts, we are significantly in arrears in respect to timely
filing of our quarterly and annual reports.

As required by Rule 13(a)-15 under the Exchange Act, in connection
  with this quarterly report on Form 10-QSB, under the direction of our Chief
  Executive Officer, we have evaluated our disclosure controls and procedures
  as of September 30, 2006, our disclosure controls and procedures were ineffective
  as discussed in greater detail below. As of the date of this filing, we are
  still in the process of remediating such material weaknesses in our internal
  controls and procedures. Additionally, we are currently inactive as we seek
  new business opportunities.

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 September 30, 2006 that have
materially affected or are reasonably likely to materially affect, our internal
control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

16

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-B

|Exhibit |                                                                                                                                                                                                                                                                               
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                   
|3.1     | Articles of
        Incorporation (incorporated by reference from our Form 10SB Registration
        Statement, filed on August 8, 1999)                                                                                                                                      
|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)                                              
|14.1    | Code of Ethics
        (incorporated by reference from our Annual Report on Form 10-KSB, filed
        on April 24, 2008)                                                                                                                                                     
|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.

17

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant 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 22, 2008                                                         | 

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