U.S.
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 June 30, 2009
 OR
  ̈
              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 333-149338





MESA
ENERGY HOLDINGS, INC.


(Exact
Name of Registrant as Specified in its Charter)





Delaware
              1000
              98-0506246(State
      of Incorporation)
              (Primary
      SIC Number)
              (IRS
      Employer ID Number)


4321
7th
Avenue


Los
Angeles, CA 90008


(760)
408-5748


(Address
and telephone number of principal executive offices)





MESQUITE
MINING, INC.


(Former
name, address and former fiscal year, if changed since last report)





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





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).


Yes ̈No ̈





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




Large
      accelerated filer  ̈
                  
                  Accelerated
      filer  ̈
                  
                  Non-accelerated
      filer  ̈
                  
                  Smaller reporting company þ(Do
      not check if a smaller
                    reporting
      company)





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





There
were 35,070,000 shares of Common Stock outstanding as of August 12,
2009.





MESA
ENERGY HOLDINGS, INC.




TABLE
OF CONTENTS




PagePart
      I Financial InformationItem 1
                      Financial
      StatementsBalance
      Sheets (unaudited)
                      
                      2Interim
      Statements of Operations (unaudited)
                      
                      3Interim
      Statement of Stockholders’ Equity (Deficit) (unaudited)
                      
                      4Interim
      Statements of Cash Flows (unaudited)
                      
                      5Notes
      to the Unaudited Interim Financial Statements
                      
                      6Item 2
                      Management’s
      Discussion and Analysis or Plan of Operation
                      
                      11Item 4T
                      Controls
      and Procedures
                      
                      13Part
      II Other Information
                      
                      15Item
      1
                      Legal
      Proceedings
                      
                      15Item
      2
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      
                      15Item
      3
                      Defaults
      Upon Senior Securities
                      
                      15Item
      4
                      Submission
      of Matters to a Vote of Security Holders
                      
                      15Item
      5
                      Other
      Information
                      
                      15Item 6
                      Exhibits
                      
                      15SignaturesExhibit
      – Certification of Principal  Executive Officer and Principal
      Financial OfficerExhibit
      – Certification of Chief Executive Officer and Chief Financial
      Officer


ii


PART
I – FINANCIAL INFORMATION





Item
1.  Interim Financial Statements


The
accompanying interim unaudited financial statements of Mesa Energy Holdings,
Inc., (a Delaware corporation) are condensed and, therefore, do not include all
disclosures normally required by accounting principles generally accepted in the
United States of America. These statements should be read in conjunction with
the Company's most recent audited financial statements for the year ended
December 31, 2008 included in a Form 10-K filed with the U.S. Securities and
Exchange Commission (“SEC”) on March 4, 2009. In the opinion of management, all
adjustments necessary for a fair presentation have been included in the
accompanying condensed financial statements and consist of only normal recurring
adjustments. The results of operations presented in the accompanying condensed
financial statements for the period ended June 30, 2009 are not necessarily
indicative of the operating results that may be expected for the full year
ending December 31, 2009.


1


Mesa
Energy Holdings, Inc.


(f/k/a
Mesquite Mining, Inc.)


(An
Exploration Stage Company)


Balance
Sheets





As
      of
                    
                    
                    As
      ofJune
      30,
                    
                    
                    December
      31,2009
                    
                    
                    2008ASSETSCurrent
      AssetsCash
                    
                    $
                    518
                    
                    
                    $
                    8,957Total
      Current Assets
                    
                    
                    518
                    
                    
                    
                    8,957$
                    518
                    
                    
                    $
                    8,957LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable
                    
                    $
                    9,949
                    
                    
                    $
                    -Total
      Current Liabilities
                    
                    
                    9,949
                    
                    
                    
                    -Total
      Liabilities
                    
                    
                    9,949
                    
                    
                    
                    -Stockholders'
      EquityCommon
      stock, ($0.0001 par value, 300,000,000 shares and Preferred stock,($0.0001
      par value, 10,000,000 shares authorized; 2,500,000 and 1,500,000shares
      common stock issued and outstanding as of June 30, 2009 and December 31,
      2008 respectively)
                    
                    
                    250
                    
                    
                    
                    250Additional
      paid-in capital
                    
                    
                    39,750
                    
                    
                    
                    39,750Deficit
      accumulated during exploration stage
                    
                    
                    (49,431
                    )
                    
                    
                    (31,043
                    )Total
      Stockholders' Equity
                    
                    
                    (9,431
                    )
                    
                    
                    8,957TOTAL
      LIABILITIES & STOCKHOLDERS' EQUITY
                    
                    $
                    518
                    
                    
                    $
                    8,957





The
accompanying notes are an integral part of these unaudited financial
statements.


2




Mesa
Energy Holdings, Inc.
 (f/k/a
Mesquite Mining, Inc.)
 (An
Exploration Stage Company)
 Interim
Statements of Operations
 (Unaudited)


October 23, 2007Three Months
                      
                      
                      Three Months
                      
                      
                      Six Months
                      
                      
                      Six Months
                      
                      
                      (inception)Ended
                      
                      
                      Ended
                      
                      
                      Ended
                      
                      
                      Ended
                      
                      
                      throughJune 30,
                      
                      
                      June 30,
                      
                      
                      June 30,
                      
                      
                      June 30,
                      
                      
                      June 30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008
                      
                      
                      2009RevenuesRevenues
                      
                      $
                      -
                      
                      
                      $
                      
                      
                      
                      $
                      -
                      
                      
                      $
                      
                      
                      
                      $
                      -Total
      Revenues
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      -Operating
      CostsGeneral
      & Administrative Expenses
                      
                      
                      15,428
                      
                      
                      
                      2,503
                      
                      
                      
                      18,388
                      
                      
                      
                      8,718
                      
                      
                      
                      42,931Mineral
      Expenditures
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      6,500Total
      Operating Costs
                      
                      $
                      15,428
                      
                      
                      $
                      2,503
                      
                      
                      $
                      18,388
                      
                      
                      $
                      8,718
                      
                      
                      $
                      49,431Net
      Income (Loss)
                      
                      $
                      (15,428
                      )
                      
                      $
                      (2,503
                      )
                      
                      $
                      (18,388
                      )
                      
                      $
                      (8,718
                      )
                      
                      $
                      (49,431
                      )Basic
      earnings per share
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )
                      
                      $Weighted
      average number of common shares outstanding
                      
                      
                      2,500,000
                      
                      
                      
                      1,500,000
                      
                      
                      
                      2,500,000
                      
                      
                      
                      1,500,000





The
accompanying notes are an integral part of these unaudited financial
statements.


3




Mesa
Energy Holdings, Inc.
 (f/k/a
Mesquite Mining, Inc.)
 (An
Exploration Stage Company)
 Interim
Statement of Changes in Stockholders’ Equity (Deficit)
 For the
Period of Inception (October 23, 2007) to June 30, 2009




DeficitCommon
                                    
                                    
                                    Common
                                    
                                    
                                    Additional
                                    
                                    
                                    AccumulatedStock
                                    
                                    
                                    Stock
                                    
                                    
                                    Paid-in
                                    
                                    
                                    During
                                    
                                    
                                    TotalAmount
                                    
                                    
                                    Capital
                                    
                                    
                                    ExplorationStageBalance,
      October 23, 2007
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Stock
      issued for cash on November 3, 2007@
      $0.01 per share
                                    
                                    
                                    1,500,000
                                    
                                    
                                    
                                    150
                                    
                                    
                                    
                                    14,850
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    15,000Net
      loss,  December 31, 2007
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (8,493
                                    )
                                    
                                    
                                    (8,493
                                    )Balance, December 31, 2007
                                    
                                    
                                    1,500,000
                                    
                                    
                                    $
                                    150
                                    
                                    
                                    $
                                    14,850
                                    
                                    
                                    $
                                    (8,493
                                    )
                                    
                                    $
                                    6,507Stock
      issued for cash on April 5, 2008@
      $.025 per share
                                    
                                    
                                    1,000,000
                                    
                                    
                                    
                                    100
                                    
                                    
                                    
                                    24,900
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    25,000Net
      loss,  December 31, 2008
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (22,550
                                    )
                                    
                                    
                                    (22,550
                                    )Balance, December 31, 2008
                                    
                                    
                                    2,500,000
                                    
                                    
                                    $
                                    250
                                    
                                    
                                    $
                                    39,750
                                    
                                    
                                    $
                                    (31,043
                                    )
                                    
                                    $
                                    8,957Net
      loss,  March 31, 2009
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (2,960
                                    )
                                    
                                    
                                    (2,960
                                    )Balance, March 31, 2009
                                    
                                    
                                    2,500,000
                                    
                                    
                                    $
                                    250
                                    
                                    
                                    $
                                    39,750
                                    
                                    
                                    $
                                    (34,003
                                    )
                                    
                                    $
                                    5,997Net
      loss,  June 30, 2009
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (15,428
                                    )
                                    
                                    
                                    (15,428
                                    )Balance, June 30, 2009
                                    
                                    
                                    2,500,000
                                    
                                    
                                    $
                                    250
                                    
                                    
                                    $
                                    39,750
                                    
                                    
                                    $
                                    (49,431
                                    )
                                    
                                    $
                                    (9,431
                                    )





The
accompanying notes are an integral part of these unaudited financial
statements.


4




Mesa
Energy Holdings, Inc.
 (f/k/a
Mesquite Mining, Inc.)
 (An
Exploration Stage Company)
 Interim
Statements of Cash Flows
 (Unaudited)


October 23,
                                2007Six Months
                              
                              
                              Six Months
                              
                              
                              (inception)Ended
                              
                              
                              Ended
                              
                              
                              throughJune 30,
                              
                              
                              June 30,
                              
                              
                              June 30,2009
                              
                              
                              2008
                              
                              
                              2009CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      income (loss)
                              
                              $
                              (18,388
                              )
                              
                              $
                              (8,718
                              )
                              
                              $
                              (49,431
                              )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Changes
      in operating assets and liabilities:Increase
      (Decrease) in Accounts Payable
                              
                              
                              9,949
                              
                              
                              
                              -
                              
                              
                              
                              9,949Net
      cash provided by (used in) operating activities
                              
                              
                              (8,439
                              )
                              
                              
                              (8,718
                              )
                              
                              
                              (39,482
                              )CASH FLOWS FROM INVESTING
      ACTIVITIESNet
      cash provided by (used in) investing activities
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -CASH FLOWS FROM FINANCING
      ACTIVITIESIssuance
      of common stock
                              
                              
                              
                              
                              
                              
                              100
                              
                              
                              
                              250Additional
      paid-in capital
                              
                              
                              
                              
                              
                              
                              24,900
                              
                              
                              
                              39,750Net
      cash provided by (used in) financing activities
                              
                              
                              -
                              
                              
                              
                              25,000
                              
                              
                              
                              40,000Net
      increase (decrease) in cash
                              
                              
                              (8,439
                              )
                              
                              
                              16,282
                              
                              
                              
                              518Cash
      at beginning of period
                              
                              
                              8,957
                              
                              
                              
                              6,507
                              
                              
                              
                              -Cash
      at end of period
                              
                              $
                              518
                              
                              
                              $
                              22,789
                              
                              
                              $
                              518SUPPLEMENTAL DISCLOSURES OF CASH FLOW
      INFORMATIONCash
      paid during year for :Interest
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Income
      Taxes
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -





The
accompanying notes are an integral part of these unaudited financial
statements.


5


Mesa
Energy Holdings, Inc.
 (f/k/a
Mesquite Mining, Inc.)
 (An
Exploration Stage Company)


Notes
to the Unaudited Interim Financial Statements


June
30, 2009




NOTE 1 – ORGANIZATION AND
DESCRIPTION OF BUSINESS




Mesa
Energy Holdings Inc., FKA Mesquite Mining, Inc. (the “Company”) was incorporated
on October 23, 2007 under the laws of the State of Delaware. On June 19, 2009
the Company amended its Articles of Incorporation to change its name
from Mesquite Mining, Inc. to Mesa Energy Holdings, Inc. The Company is
primarily engaged in the acquisition and exploration of mining
properties.




The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations. The
Company recently decided to refocus its business strategy towards identifying
and pursuing options regarding the development of a new business plan and
direction. The Company intends to explore various business opportunities that
have the potential to generate positive revenue, profits, and cash flow in order
to financially accommodate the costs of being a publicly-held company.  The
Company is currently engaged in discussions with Mesa Energy, Inc., a Nevada
corporation, regarding a possible business combination involving the two
companies.




NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation




The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes.




Use of
Estimates




Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.




Pro Forma Compensation
Expense




No stock
options have been issued by the Company. Accordingly, no pro forma compensation
expense is reported in these financial statements.




Mineral Property Acquisition
and Exploration Costs




The
Company expenses all costs related to the acquisition and exploration of mineral
properties in which it has secured exploration rights prior to establishment of
proven and probable reserves. To date, the Company has not established the
commercial feasibility of any exploration prospects; therefore, all costs are
being expensed.




Depreciation, Amortization
and Capitalization




The
Company records depreciation and amortization, when appropriate, using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property’s useful life are capitalized.  Property sold or
retired, together with the related accumulated Depreciation is removed from the
appropriate accounts and the resultant gain or loss is included in net
income.


6


Mesa
Energy Holdings, Inc.
 (f/k/a
Mesquite Mining, Inc.)
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009


NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES - CONTINUED




Income
Taxes




The
Company accounts for its income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement
109, a liability method is used whereby deferred tax assets and liabilities are
determined based on temporary differences between basis used for financial
reporting and income tax reporting purposes. Income taxes are provided based on
tax rates in effect at the time such temporary differences are expected to
reverse. A valuation allowance is provided for certain deferred tax assets if it
is more likely than not, that the Company will not realize the tax assets
through future operations.




Fair Value of Financial
Instruments




Statement
of Financial Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.




Investments




Investments
that are purchased in other companies are valued at cost less any impairment in
the value that is other than temporary in nature.




Per Share
Information




The
Company computes per share information by dividing the net loss for the period
presented by the weighted average number of shares outstanding during such
period.




NOTE 3 - PROVISION FOR
INCOME TAXES




Realization
of deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carry-forwards are expected
to be available to reduce taxable income.  As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.


7


Mesa
Energy Holdings, Inc.


(f/k/a
Mesquite Mining, Inc.)
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009


As
      of June 30, 2009Deferred
      tax assets:Net
      Operating Loss
                  
                  $
                  49,431Tax
      Rate
                  
                  
                  34
                  %Gross
      deferred tax assets
                  
                  $
                  16,807Valuation
      allowance
                  
                  $
                  (16,807
                  )Net
      deferred tax assets
                  
                  $
                  -0-




NOTE 4 - COMMITMENTS AND
CONTINGENCIES




Litigation




The
Company is not presently involved in any litigation.




NOTE 5 - RECENTLY ISSUED
ACCOUNTING PRONOUNCEMENTS




Recently
issued accounting pronouncements will have no significant impact on the Company
and its reporting methods.




NOTE 6 – GOING
CONCERN




Future
issuances of the Company’s equity or debt securities will be required in order
for the Company to continue to finance its operations and continue as a going
concern. The Company’s present revenues are insufficient to meet operating
expenses.




The
financial statements of the Company have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has incurred cumulative net losses of $ 49,431 since
its inception and requires capital for its contemplated operational and
marketing activities to take place. The Company's ability to raise additional
capital through the future issuances of common stock is unknown. The obtainment
of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may result from
the outcome of these aforementioned uncertainties.


8


Mesa
Energy Holdings, Inc.
 (f/k/a
Mesquite Mining, Inc.)
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009




NOTE 7 – RELATED PARTY
TRANSACTIONS




Beverly
Frederick, the sole officer and director of the Company may, in the future,
become involved in other business opportunities as they become available, thus
she may face a conflict in selecting between the Company and her other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.





NOTE 8 – STOCK
TRANSACTIONS





Transactions,
other than employees’ stock issuance, are in accordance with paragraph 8 of
Statement of Financial Accounting Standards 123. Thus issuances shall be
accounted for based on the fair value of the consideration
received.  Transactions with employees’ stock issuance are in
accordance with paragraphs (16-44) of Statement of Financial Accounting
Standards 123. These issuances shall be accounted for based on the fair value of
the “consideration received or the fair value of the equity instruments issued,
or whichever is more readily determinable.




On
November 3, 2007 the Company issued a total of 1,500,000 shares of common stock
to one director for cash in the amount of $0.01 per share for a total of
$15,000.




On April
5, 2008, the Company issued a total of 1,000,000 shares of common stock for cash
in the amount of $.025 per share for a total of $25,000.




As of
June 30, 2009 the Company had 2,500,000 shares of common stock issued and
outstanding.




NOTE 9 – STOCKHOLDERS’
EQUITY




On June
19, 2009 the Company amended its Articles of Incorporation to
increase its authorized common stock to 300,000,000 shares and preferred
stock to 10,000,000 shares.




The
stockholders’ equity section of the Company contains the following classes of
capital stock as of March 31, 2009.




Common
stock, $ 0.0001 par value: 300,000,000 shares, and Preferred stock, $ 0.0001 par
value: 10,000,000 shares authorized; 2,500,000 Common stock shares issued and
outstanding.


9


Mesa
Energy Holdings, Inc.


(f/k/a
Mesquite Mining, Inc.)
 (An
Exploration Stage Company)
 Notes
to the Unaudited Interim Financial Statements
 June
30, 2009




NOTE 10 – MINERAL
PROPERTY





The
Company owns an undivided 100% interest in a mineral claim (known as the “Candy
Lode Mining Claim”) located in the Yellow Pine Mining District, Clark County,
Nevada.





NOTE 11 - RECENT ACCOUNTING
PRONOUCEMENTS





In
September 2006, the SEC issued SAB No. 108, “Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements.” SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The adoption of SAB No.
108 had no material effect on the Company’s financial statements.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measures”. This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), expands disclosures about
fair value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
March 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.





In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Post-retirement Plans.” This Statement requires an
employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multi-employer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years
ending after December 15, 2006. The implementation of SFAS No. 158 had no
material impact on the Company’s financial position and results of
operations.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. This statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of
operations.


10


Item
2.  Management’s Discussion and Analysis or Plan of
Operation





This
section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance.  Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future
events.  You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report.  These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions.





We were incorporated in the State of
Delaware on October 23, 2007.  We were formed to engage in the
business of acquisition, exploration and development of natural resource
properties. We currently own a 100% undivided interest in the Candy Lode
Mineral Claim located in Clark County, State of Nevada that we call the "Candy
Property." We conducted certain mineral exploration and geological evaluation
activities on the Candy Property in order to assess whether it contained any
commercially exploitable mineral reserves. Currently there are no known mineral
reserves on the Candy Property.





We
recently determined that we could not continue with our business operations as
outlined in our original business plan because of a lack of financial results
and resources.  Therefore, although we may return to our intended
business operations at a later date, we have redirected our focus towards
identifying and pursuing options regarding the development of a new business
plan and direction.  We intend to explore various business opportunities
that have the potential to generate positive revenue, profits and cash flow in
order to financially accommodate the costs of being a publicly held
company.





By written consent dated June 18, 2009
our Board of Directors (the “Board”) authorized us to declare a fourteen for one
(14 for 1) forward stock split (the “Stock Split”) on each share of our Common
Stock issued and outstanding at the close of business on July 20, 2009 (the
“Record Date”), in the form of a stock dividend. The Stock Split was deemed by
the Board to be advisable and in our best interest and in the best interest of
our stockholders. The payment date and the effective date for the Stock Split
was July 23, 2009.





On June
19, 2009, we amended our Articles of Incorporation (i) to change our name from
Mesquite Mining, Inc. to Mesa Energy Holdings, Inc. and (ii) to increase our
authorized common stock to 300,000,000 shares, $0.0001 par value per share (the
“Common Stock”), and our preferred stock to 10,000,000 shares, $0.0001 par value
per share.





We are
currently engaged in discussions with Mesa Energy, Inc., a Nevada corporation
(“Mesa”), regarding a possible business combination involving the two
companies.  At this stage, no definitive terms have been agreed to,
and neither party is currently bound to proceed with a
transaction.  With the permission of Mesa, we have changed our name to
facilitate these discussions.  If the parties determine not to proceed
with a business combination, we will change our name back to Mesquite Mining,
Inc., or adopt another name.


11





We do not
currently engage in any product research and development and have no plans to do
so in the foreseeable future. We have no present plans to purchase or sell any
plant or significant equipment. We also have no present plans to add employees,
although we may do so in the future if we engage in any merger or acquisition
transactions.





Results
of Operations





We are an
exploration stage company and have generated minimal revenues from operations to
date.





We
incurred operating expenses of $15,428 and $18,388 for the three months and six
months ended June 30, 2009 as opposed to $2,503 and $8,718 for the three months
and six months ended June 30, 2008.  These expenses consisted
primarily of professional and administrative fees incurred in connection with
the day to day operation of our business and the preparation and filing of our
periodic reports.





We
generated no revenues for each of the three and six month periods ended June 30,
2009 and 2008, respectively.  Our net loss for the three and six
months ended June 30, 2009 was $15,428 and $18,388, respectively, and for the
three and six months ended June 30, 2008 was $2,503 and $8,718,
respectively.





Our auditors have issued a going
concern opinion. This means that there is substantial doubt that we can continue
as an on-going business for the next twelve months unless we obtain additional
capital to pay our bills. This is because we have not generated revenues and no
revenues are anticipated until we begin operation of a successor business. There
is no assurance we will ever reach that point.





Liquidity
and Capital Resources





At June
30, 2009, we had cash and cash equivalents in the bank of $518,as opposed to $8,957 at December 31,
2008.





We have
minimal operating costs and expenses at the present time due to our limited
business activities. To meet our current administrative expenses or those
expected during the next three months, however, we may be required to raise
additional capital over the next three to six months, and we may also do so in
connection with or in anticipation of possible acquisition transactions. This
financing may take the form of additional sales of debt or equity securities
and/or loans from our director or principal stockholder. There is no assurance
that additional financing, if required, will be available, or available on terms
favorable to us.





Off-Balance
Sheet Arrangements





We do not
have any 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 is material to
investors.


12





Item
4T.  Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, the company's principal executive and
principal financial officers and effected by the company's board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally
accepted in the United States of America and includes those policies and
procedures that:





-
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





-
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and





-
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company's assets that
      could have a material effect on the financial
  statements.





Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate. All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of internal
control, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.





As of June 30, 2009 management
assessed the effectiveness of our internal control over financial reporting
based on the criteria for effective internal control over financial reporting
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on
conducting such assessments. Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as
more fully described below. This was due to deficiencies that existed in the
design or operation of our internal controls over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.


13





The matters involving internal
controls and procedures that our management considered to be material weaknesses
under the standards of the Public Company Accounting Oversight Board were: (1)
lack of a functioning audit committee due to a lack of a majority of independent
members and a lack of a majority of outside directors on our board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period end
financial disclosure and reporting processes. The aforementioned material
weaknesses were identified by our Chief Executive Officer in connection with the
review of our financial statements as of June 30, 2009.





Management believes that the material
weaknesses set forth in items (2) and (3) above did not have an effect on our
financial results. However, management believes that the lack of a functioning
audit committee and the lack of a majority of outside directors on our board of
directors results in ineffective oversight in the establishment and monitoring
of required internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.





Management's
Remediation Initiatives





In an effort to remediate the
identified material weaknesses and other deficiencies and enhance our internal
controls, we have initiated, or plan to initiate, the following series of
measures:





We will create a position to
segregate duties consistent with control objectives and will increase our
personnel resources and technical accounting expertise within the accounting
function when funds are available to us. And, we plan to appoint one or more
outside directors to our board of directors who shall be appointed to an audit
committee resulting in a fully functioning audit committee who will undertake
the oversight in the establishment and monitoring of required internal controls
and procedures such as reviewing and approving estimates and assumptions made by
management when funds are available to us.





Management believes that the
appointment of one or more outside directors, who shall be appointed to a fully
functioning audit committee, will remedy the lack of a functioning audit
committee and a lack of a majority of outside directors on our
Board.





We anticipate that these initiatives
will be at least partially, if not fully, implemented by December 31, 2009.
Additionally, we plan to test our updated controls and remediate our
deficiencies by December 31, 2009.





Changes
in Internal Controls over Financial Reporting





There was no change in our internal
controls over financial reporting that occurred during the period covered by
this report, which has materially affected, or is reasonably likely to
materially affect, our internal controls over financial
reporting.


14





PART
II – OTHER INFORMATION





Item
1. Legal Proceedings





None.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





On June
18, 2009, we sold 5,000 shares of our Common Stock to one investor relations
consultant in exchange for services rendered to us.  This sale was
made pursuant to the exemption from registration provided by Section 4(2) the
Securities Act of 1933, as amended.





Item
3.  Defaults Upon Senior Securities





None.





Item
4.  Submission of Matters to a Vote of Security Holders





None.





Item
5.  Other Information





None.





Item
6.  Exhibits





Exhibit No.
            
            Description31.1/31.2
            
            Certification
      of Principal Executive Officer and Principal Financial Officer, pursuant
      to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1/32.2
            
            Certification
      of Chief Executive Officer and Chief Financial Officer, pursuant to 18
      U.S.C. Section 1350, adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002*


____________________


* This
certification is being furnished and shall not be deemed “filed” with the SEC
for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except
to the extent that the Registrant specifically incorporates it by
reference.


15





SIGNATURES





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





Date:  August
      12, 2009
                      MESA
      ENERGY HOLDINGS, INC.By:
                      /s/ Beverly FrederickName:
                        Title:
                      Beverly
      Frederick
                        Principal
      Executive Officer and Principal Financial
  Officer