UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-Q




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


For the quarterly period ended September 30, 2010


OR


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





For the transition period from              to





Commission file number: 001-01428




HuntMountain Resources Ltd.


(Exact Name of Registrant as Specified in its Charter)





Washington

68-0612191(State of other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)1611 N Molter Road, Ste. 201Liberty Lake, Washington

99019(Address of Principal Executive Offices)

(Zip Code)




(509) 892-5287(Registrant’s Telephone Number, including Area Code)(Former name, former address and former fiscal year, if changed since last report)







Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.   o  Yes  x  No
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  o  Yes  x  No


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


Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  o
Smaller Reporting Company  x


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





Number of shares of issuer’s common stock, as of July 25, 2011 was 76,251,362.







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TABLE OF CONTENTS





PagePART I – FINANCIAL INFORMATIONItem 1:  Financial Statements

3Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations

3Item 3:  Quantitative and Qualitative Disclosures about Market Risk

3Item 4:  Controls and Procedures

3PART II – OTHER INFORMATIONItem 1:  Legal Proceedings

4Item 1A:  Risk Factors

4Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds

4Item 3:  Defaults upon Senior Securities

4Item 4:  (Removed and Reserved)

4Item 5:  Other Information

4Item 6:  Exhibits

4Signatures

5


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 Table of Contents


PART I – FINANCIAL INFORMATION





ITEM 1.  FINANCIAL STATEMENTS





We are not required to supply a response to this Item pursuant to Reg. 13a-13(c)(2) of the Securities Exchange Act of 1934 for the reason that we are a mining company not in the production stage but engaged primarily in exploration for the development of mineral deposits other than oil, gas or coal and we have met the following conditions:  (i) we have not been in production during the current fiscal year or the two years immediately prior hereto; and, (ii) receipts from the sale of mineral products or from the operation of mineral producing properties by us and our subsidiaries combined have not exceeded $500,000 in any of the most recent six years and have not aggregated more than $1,500,000 in the most recent six fiscal years.





ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION





We are not required to supply a response to this Item pursuant to Reg. 13a-13(c)(2) of the Securities Exchange Act of 1934 for the reason that we are a mining company not in the production stage but engaged primarily in exploration for the development of mineral deposits other than oil, gas or coal and we have met the following conditions:  (i) we have not been in production during the current fiscal year or the two years immediately prior hereto; and, (ii) receipts from the sale of mineral products or from the operation of mineral producing properties by us and our subsidiaries combined have not exceeded $500,000 in any of the most recent six years and have not aggregated more than $1,500,000 in the most recent six fiscal years.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are not required to supply a response to this Item pursuant to Reg. 13a-13(c)(2) of the Securities Exchange Act of 1934 for the reason that we are a mining company not in the production stage but engaged primarily in exploration for the development of mineral deposits other than oil, gas or coal and we have met the following conditions:  (i) we have not been in production during the current fiscal year or the two years immediately prior hereto; and, (ii) receipts from the sale of mineral products or from the operation of mineral producing properties by us and our subsidiaries combined have not exceeded $500,000 in any of the most recent six years and have not aggregated more than $1,500,000 in the most recent six fiscal years.





ITEM 4. CONTROLS AND PROCEDURES





We are not required to supply a response to this Item pursuant to Reg. 13a-13(c)(2) of the Securities Exchange Act of 1934 for the reason that we are a mining company not in the production stage but engaged primarily in exploration for the development of mineral deposits other than oil, gas or coal and we have met the following conditions:  (i) we have not been in production during the current fiscal year or the two years immediately prior hereto; and, (ii) receipts from the sale of mineral products or from the operation of mineral producing properties by us and our subsidiaries combined have not exceeded $500,000 in any of the most recent six years and have not aggregated more than $1,500,000 in the most recent six fiscal years.


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 Table of Contents


PART II – OTHER INFORMATION





ITEM 1.  LEGAL PROCEEDINGS





None





ITEM 1A.  RISK FACTORS





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





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





None





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None





ITEM4. (REMOVED AND RESERVED)








ITEM 5.  OTHER INFORMATION





None





ITEM6. EXHIBITS





31.1--
Certification required by Rule 13a-14(a) or Rule 15d-14(a). Tim Hunt31.2--
Certification required by Rule 13a-14(a) or Rule 15d-14(a). Tim Hunt32.1--
Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002,  18 U.S.C. Section 1350, Tim Hunt32.2--
Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002,  18 U.S.C. Section 1350, Tim Hunt


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 Table of Contents


SIGNATURES





In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Date:  July 25, 2011








HUNTMOUNTAIN RESOURCES LTD.





By
/s/  Tim HuntTim Hunt, Chairman, President & Chief Executive Office








In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Date:   July 25, 2011





HUNTMOUNTAIN RESOURCES LTD.





By
/s/  Tim HuntTim Hunt, Principal Financial Officer






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