UNITED ~~STATES~~STATESSECURITIES ~~SECURITIES~~ AND EXCHANGE COMMISSION Washington, D.C. ~~20549~~ 20549

FORM 10-K

(Mark One)

[X x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~________________~~ ~~to________________~~______________to________________

Commission file number 000-25515

MAVERICK MINERALS CORPORATION (Exact name of registrant as specified in ~~its~~ its charter)

Nevada	88-0410480
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 700 – 220 Bay Street, Toronto, Ontario	M5J 2W4
(Address of principal executive offices)	(Zip Code)

Suite 700 – 220 Bay Street, Toronto, Ontario	M5J 2W4
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 647-728-4134

Securities registered under Section 12(b) of the Act:

None	N/A
Title of each class	Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value (Title of class)

Indicate by checkmark if the registrant is a well-known ~~seasoned~~ seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No No[X] x ]

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X] x ]

Indicate by checkmark whether the registrant has (1) 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 x ] No 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 [X x ] No No[ ] ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] ]

Indicate by checkmark 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.

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $~~822~~896,~~851.00~~048 based on a price of $0.3538 per share, being the average of the bid and ~~asked~~ask price of the registrant’s common equity on June 30, ~~2011~~2012.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] ] No [ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 1216,~~252~~041,~~671~~674 issued and outstanding as of ~~July~~April 251, ~~2012~~2013.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable

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PART I

Forward Looking Statements.

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. 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 annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the shares of common stock in our capital stock.

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As used in this annual report, the terms “we”, “us”, “our”, the “Company” and “Maverick” means Maverick Minerals Corporation and our ~~subsidiaries,~~ subsidiary, Eskota Energy Corporation, ~~and Maverick Minerals Exploration Limited~~ unless otherwise indicated.

ITEM 1. BUSINESS

Corporate History

We were incorporated in the State of Nevada on August 27, 1998 under the name “Pacific Cart Services Ltd.” Following our incorporation, we pursued opportunities in the business of franchising fast food distributor systems. On March 22, 2002, we changed our name to Maverick Minerals Corporation to reflect our change in focus to holding and developing mineral and resource projects. We are an exploration stage company that has not yet generated or realized any revenues from our business operations. From November 2001 until February 2003, we held a 100% interest in the Silver, Lead, Zinc, Keno Hill mining camp in Yukon, Canada through our then subsidiary, Gretna Capital Corporation. Despite a tenure marked by historic maintenance cost reductions and extensive research into a new hydrometallurgical approach to production and environmental remediation at the mine site, the project endured through a period of low commodity prices. On January 1, 2003 we defaulted on a payment of Cdn$1,050,000 required under an agreement of purchase and sale for the acquisition of an interest in the project. Due to the default, the Company was divested of its claims by its creditors by way of court action which culminated on February 14, 2003.

On April 21, 2003 we closed a transaction with UCO Energy Corporation (“UCO”) to purchase the outstanding equity of UCO. To facilitate the transaction, we issued 3,758,040 common shares in exchange for all the issued and outstanding common shares of UCO. As a result of the transaction, the former shareholders of UCO held approximately 90% of the issued and outstanding common shares of Maverick. A net distribution of $944,889 was recorded in connection with the common stock of Maverick for the acquisition of UCO in respect of the Company’s net liabilities at the acquisition date. UCO was in the business of pursuing opportunities in the coal mining industry. From July 7, 2003 until March 5, 2004, we were engaged in the waste coal recovery business by way of a lease agreement at the Old Ben Mine near Sesser, Illinois. We extracted coal fines from holding ponds with a leased dredge and subsequently dried them in a fines plant and sold the dried product to an electrical utility. The operation was conducted in our wholly owned subsidiary UCO.

Effective March 5, 2004, we were in default of our lease agreement that granted access to the waste coal. Default was a function of equipment malfunction and equipment lease default. Extensive efforts to refinance our coal recovery activities were undertaken post default in an effort to return to production. These efforts proved unsuccessful. In April, 2004 Maverick instituted new management at the annual meeting of its wholly-owned subsidiary, UCO Energy Corp. Subsequent to these events, our subsidiary reached a settlement agreement with the lessor of the coal lands and the lessor of our dredging equipment. The settlement provided for a mutual release between our subsidiary and each lessor independently.

Maverick incorporated a wholly-owned subsidiary, Eskota Energy Corporation, Inc. (“Eskota”) a Texas company, in August, 2005. Eskota entered into an Assignment Agreement with Veneto Exploration LLC of Plano, Texas (“Veneto”) on August 18, 2005 pursuant to which we acquired certain petroleum and natural gas rights and leases, ~~know~~known as the S. Neill Unitized lease (the “Eskota Leases”) comprising a 75%+/- NRI and 100% working interest in approximately 6,000 acres in central Texas approximately 9 miles east of the town of Sweetwater, 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 were made. A note payable was signed on August 31, 2005 between Eskota and Veneto whereby Eskota promised to pay Veneto $700,000 before August 31, 2006, and $700,000 by May 31, 2007. In light of the above 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 Veneto 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 on its fiscal year end financial statement dated December 31, 2005.

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In June 2005, the Company cancelled 5,437,932 common shares, under an agreement with certain stockholders, which included the former stockholders of UCO, and two other stockholders including the CEO of the Company. The former stockholders of UCO surrendered the majority of the shares which was approximately 95% of the total common shares that they held at the time. 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 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 year ended December 31, 2006.

On December 14, 2009, we entered into a farm-out agreement (the “Farmout Agreement”) with Southeastern Pipe Line Company (“SEPL”) pursuant to which we acquired the right to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas (collectively, the “Leases”) and to the lands covered thereby.

In October, 2010 we engaged a Texas based contractor to commence drill site construction in preparation for the drilling of the Company’s Initial Test Well Fort Bend County, Texas in December, 2010. The construction of location services included widening of an existing 2,000 foot access road and foundational re-enforcement with crushed limestone. In addition, contractors constructed the requisite drilling pad of approximately 1.5 acres in anticipation of rig mobilization. On January 22, 2011 Maverick successfully completed drilling its Initial Test Well to 13,500 on the Company’s 4,513 acre Farm-Out property in Fort Bend County, Texas.

The Initial Test Well was spud on December 9, 2010 and reached its targeted depth of 13,500 feet on day 44 of the drilling program. The Company’s independent log analyst and project engineer concurred at that time that the targeted Wilcox zones were not commercially productive, despite the presence of significant down hole pressure and strong natural gas shows during drilling. The target sands were poorly developed and not suitable for a completion attempt. Accordingly, the decision was made to not set production casing and to look up hole for completion opportunities. The first completion attempt was a potential oil reservoir near 8,000’. The Yegua sand was indicated as potentially productive from open hole log analysis but proved to be non-productive after testing. The second completion attempt was made on a shallow Miocene zone. There had not been an open hole log across this interval but a significant gas show was seen on the mud log while drilling this interval. The zone was perforated and swab tested during the week of March 14-19, 2011 but yielded no significant gas. Maverick’s engineers have completed plugging the Lankford Trust No. 1 pursuant to regulations of the Texas Railway Commission. Concurrent with our entry into the Farmout Agreement, we acquired from a consulting geologist, detailed proprietary geology on the property subject to the Farmout Agreement. The dataset includes seismic and geological interpretations of the underlying geology from historic data. In addition, we obtained access to log data from a well drilled to 12,200 feet in 2003 on the Farm-Out Acreage.

The farm-out agreement allowed us 120 days to complete the Lankford Trust #1 well and 180 days thereafter to commence drilling a new well. Given the results of the Initial Test Well, we made the decision not to commence drilling of a new well. Consequently, the Farm-Out Agreement lapsed. We still hold title to certain unproved oil and gas leases located adjacent to and inside the areas covered by ~~the~~our former Farm-Out Agreement ~~and intend to explore opportunities to leverage this investment at a future date~~.

~~Recent~~On ~~Corporate~~June ~~Developments~~8, 2012, we entered into an Option and Joint Venture Exploration Agreement (the “Agreement”) with Energold Minerals Inc. (“Energold”). Energold holds a 100% undivided right, title and interest in a group of mining claims situated near Thunder Bay, Ontario, Canada known as the Jarvis Island Property (the “Jarvis Property”). The Jarvis Property is situated about 35 miles south of Thunder Bay and about 5 km from the shore of Lake Superior near to the U.S. border (Minnesota). The property consists of 13.355 hectares and is believed to have mineral potential for the production of barite. Pursuant to the terms of the Agreement, Energold granted Maverick the right, in the form of two options, to acquire an aggregate 51% working interest in the Jarvis Property subject to certain conditions, including the issuance of up to 400,000 shares of its common stock and incurring $400,000 in exploration expenditures on or before June 8, 2017.

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

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1.Recent ~~The~~Corporate Company’s farm-out agreement with SEPL allowed us 120 days to complete the Lankford Trust #1 well and 180 days thereafter to commence drilling a new well. Given the results of the Initial Test Well, we made the decision not to commence drilling of a new well. Consequently, the Farm-Out Agreement lapsed during the fourth quarter of 2011. We still hold title to certain unproved oil and gas leases located adjacent to and inside the areas covered by the Farm-Out Agreement and intend to explore opportunities to leverage this investment at a future date. 2. During the fourth quarter of fiscal 2011 the Company’s management along with an independent geologist spent a significant period of time reviewing two separate metals projects in the State of Utah. The Company entered in to a Non-Disclosure and Non-Circumvention Agreement with the vendor’s agent to receive confidential data on a 6,000 acre consolidated land position in southern Utah with options to expand. The Au-Ag bearing mineralized material was the subject of detailed geological mapping program in 2011 in the Star Mining district in the state of Utah. In November of 2011 the management of Maverick Minerals travelled to Beaver County Utah to tour and inspect the historical workings and to review with the three project geologists from the target company the historical workings, present exploration and future drilling plans. Management is also looking at a further copper-gold property that Maverick management hopes to visit in the same area in the summer months of 2012. 3. During the past six months management of Maverick has made a significant investment in time on a third gold property in central Utah in anticipation of participating in its exploration and development. Maverick is working closely with a private U.S. corporation which holds a strategic land position south of Salt Lake City within 3 miles of Barrick Gold’s former Mercur Mine. Barrick operated the Mercur mine from 1982- 1996 mining over one-million ounces of gold before reclaiming the open-pit site. Maverick has assisted in the private company adding adjacent land to its existing gold resource (1988 feasibility study) through acquisition and staking. Maverick management has used its experience in land tenure and acquisition to develop the planned exploration of the acquired properties. The Company is in active negotiations to participate in this shallow, near term gold exploration project. 4. During the first quarter of 2012, we offered to purchase a 30-40 bopd producing property in the prolific Bakken field near Virden, Manitoba. While a formal offer was made for the Virden, Manitoba asset no agreement was ultimately reached and the opportunity is considered to be dormant at this time. 5. We entered into a Option and Joint Venture Exploration Agreement dated June 8, 2012 (the “Agreement”) with Energold Minerals Inc. (“Energold”). Energold holds a 100% undivided right, title and interest in a group of mining claims situated in Thunder Bay, Ontario, Canada known as the Jarvis Island Property (the “Jarvis Property”). The Island is situated about 35 miles south of Thunder Bay about 5 km from the shore of Lake Superior near to the U.S. border (Minnesota). The property consists of 13.355 hectares and is believed to have mineral potential for the production of barite. Pursuant to the terms of the Agreement Energold granted Maverick the right, in the form of two options, to acquire an aggregate 51% working interest in the Jarvis Property subject to certain conditions, including the issuance of up to 400,000 shares of its common stock and incurring $400,000 in exploration expenditures on or before June 8, 2017. 6. During our second fiscal quarter, we received two unsecured loans from Energold. The loans mature in November, 2012, bear no interest and are evidenced by two promissory notes in the amount of CDN$72,600 and US$77,400.Developments

~~Our~~Since ~~Current~~the ~~Business~~commencement of our fourth quarter ended December 31, 2012, we experienced the following significant corporate developments:

WeOn ~~are~~October ~~currently~~29, an2012, ~~exploration~~we ~~stage~~issued ~~company~~3,039,057 ~~engaged~~common shares of the Company to Energold in full extinguishment of a convertible debenture in the ~~acquisition~~amount of $303,906 ~~exploration~~(CDN$301,871) ~~and~~at ~~development~~a ofconversion ~~prospective~~price ~~oil~~of ~~and~~$0.10 ~~gas~~per ~~properties~~share. The ~~and~~debenture ~~mineral~~was ~~properties~~accruing interest at 8% per annum.

~~-6-~~Management is reviewing further mineral resource opportunities in Ontario and Quebec in Canada and is in a due diligence period on three specific properties. The dominant targets on these minerals properties are silver lead and zinc and all have extensive historical workings.

~~Exploration~~We ~~and~~are ~~Drilling~~currently ~~Activities~~an inexploration ~~Fort~~stage ~~Bend~~company ~~County~~engaged in the acquisition, exploration, and development of prospective oil and gas and mineral ~~Texas~~properties.

During the year ended December 31, 2011, our business focus was to implement the terms of the Farmout Agreement pursuant to which were to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas owned by SEPL. As a result of test results showing that zones drilled and tested were not commercially productive management made the decision not to proceed with subsequent drilling and testing as outlined in the agreement and, consequently, the Farm-Out Agreement lapsed in the fourth quarter of 2011.

During the land title curative process on the SEPL Farm-out acreage the company purchased several infill oil and gas leases in order to acquire a contiguous lease block for drilling purposes. The company will review their strategic importance during the balance of 2012 and make a decision as to their status as development opportunities.

Jarvis Island Option and Joint Venture Exploration Agreement

Maverick entered into aan Option and Joint Venture Exploration Agreement dated June 8, 2012 with Energold Minerals Inc. (“Energold”). Energold holds a 100% undivided right, title and interest in a group of mining claims situated in Thunder Bay, Ontario, Canada known as the Jarvis Island Property (the “Jarvis Property”). The ~~Island~~Jarvis Property is situated about 35 miles south of ~~Thunder~~ Thunder Bay about 5 km from the shore of Lake Superior near to the U.S. border (Minnesota). The property consists of 13.355 hectares and is believed to have mineral potential for the production of barite.

Pursuant to the terms of the agreement, Energold granted Maverick the right, in the form of two options, to acquire an aggregate 51% working interest in the Jarvis Property subject to certain conditions, including the following:

1. To exercise the first option and earn a 30% undivided interest in the Jarvis Property, Maverick must: (i) issue to Energold 100,000 shares on or before June 29, 2012 (issued on July 10, 2012); (ii) issue to Energold an additional 100,000 shares on or before September 15, 2013; and (iii) incur a total of $200,000 in exploration expenditures on the Jarvis Property on or before September 15, 2014; 2. To exercise the second option and earn an additional 21% undivided interest in the Jarvis Property, Maverick must: (i) exercise the first option, (ii) issue to Energold a further 200,000 shares on or before September 15, 2015, and (iii) incur and additional $200,000 in exploration expenditures on the Jarvis Property on or before June 8, 2017; 3. During the period that both options are outstanding and after the formation of the joint venture (hereinafter defined), Maverick agreed to act as operator of the Jarvis Property in consideration of certain management fees in an amount up to 10% on general exploration expenditures and other fees in an amount up to 5% on drilling or other major contract costs as further set out in the Agreement. Decisions regarding exploration and development of the Jarvis Property are determined by a committee; 4. If Maverick exercises the first option the parties agreed to participate in a joint venture (the “Joint Venture”) for the purpose of further exploration and development of Jarvis Property where the right to participate and the obligation to fund the Joint Venture will be apportioned 70% ~~($630,000)~~ to Energold and 30% ~~($270,000)~~ to Maverick and if Maverick exercises the second option the Joint Venture will be apportioned 51% ~~($612,000)~~ to Maverick and 49% ~~($588,000)~~ to Energold; and 5. If Maverick has acquired a 51% undivided interest in the Jarvis Property as per the Agreement and a feasibility study is completed which demonstrates that the Jarvis Property may be profitably brought into production, then Maverick has the right to elect to commit the necessary financing to place the Jarvis Property into production and thereby earn a 70% interest in the newly initiated mining project.

Pursuant to the terms of the Agreement both options will terminate and Maverick will have no further interest in the Jarvis Property if it does not exercise the first option by September 15, 2013. If Maverick exercises the first option but does not exercise the second option as contemplated in the Agreement then Maverick’s interest in the Jarvis Property will be limited to the 30% undivided interest and any other interests of Maverick provided for under the Agreement. Each party agreed to indemnify the other against any environmental liabilities in connection with any operating activities on the Jarvis Property. There is no assurance that Maverick will exercise the option as planned or at all. -6-

~~-7-~~5. If Maverick has acquired a 51% undivided interest in the Jarvis Property as per the Agreement and a feasibility study is completed which demonstrates that the Jarvis Property may be profitably brought into production, then Maverick has the right to elect to commit the necessary financing to place the Jarvis Property into production and thereby earn a 70% interest in the newly initiated mining project.

Pursuant to the terms of the Agreement both options will terminate and Maverick will have no further interest in the Jarvis Property if it does not exercise the first option by September 15, 2014. If Maverick exercises the first option but does not exercise the second option as contemplated in the Agreement then Maverick’s interest in the Jarvis Property will be limited to the 30% undivided interest and any other interests of Maverick provided for under the Agreement. Each party agreed to indemnify the other against any environmental liabilities in connection with any operating activities on the Jarvis Property. There is no assurance that Maverick will exercise the option as planned or at all.

Competition

We are an exploration stage company engaged in the acquisition of a prospective mineral orand oil and gas properties. We compete with other ~~natural~~ natural resource exploration companies for financing and for the acquisition of ~~new~~ new mineral properties. Many of the natural resource exploration companies with ~~whom~~ whom we compete have greater financial and technical resources than those ~~available~~ available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their ~~mineral~~ mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We also compete with other junior natural resource exploration companies for financing from a limited number of investors that are prepared to make investments in junior natural resource exploration companies. The presence of competing junior natural resource exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

We also compete with other junior and senior natural resource exploration companies for available resources, including, but not limited to, professional geologists, camp staff, ~~helicopter~~helicopters or float planes, mineral exploration supplies and drill rigs.

Compliance with Government Regulation

Our business is subject to various federal, state and local laws and governmental regulations that may be changed from time to time in response to economic or political conditions. We are required to comply with the environmental guidelines and regulations established at the local levels for our field activities and access requirements on our permit lands and leases. Any development activities, when determined, will require, but not be limited to, detailed and comprehensive environmental impact assessments studies and approvals of local regulators.

Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with the mining and oil and gas industries which could result in environmental liability. A breach or violation of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental assessments are increasingly imposing higher standards, greater enforcement, fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors and officers. The cost of compliance in respect of environmental regulation has the potential to reduce the profitability of any future revenues that our company may generate.

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Employees

We have no employees. We rely on Robert Kinloch, our president, chief executive officer, chief financial officer and our sole director and Donald Kinloch, our secretary and treasurer to fulfill the function of management. We anticipate that we will be conducting most of our business through agreements with consultants and third parties. We do not have any employment agreements with any of our officers or with our sole director.

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ITEM 1A. RISK FACTORS

Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.

The Likelihood of Continued Losses from Operations and Ability To Continue As A Going Concern.

The Company has had no revenue from operations and has incurred cumulative losses from inception through December 31, ~~2011~~2012 of $1214,~~045~~743,~~863~~525. Losses are expected to continue until such time as the Company can economically produce and sell materials from the Jarvis Island Property and/or otherwise commence planned principal operations. Continued losses will require that the Company raise additional funds by equity or debt financing, failing which the Company will not be able to continue operations. Management cannot provide assurances that this will occur.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our consolidated financial statements for the year ended December 31, ~~2011~~2012. 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.

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 negative working capital of $4405,~~079,593~~319 as of December 31, ~~2011~~ 2012. 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 implement our plan of operation. Obtaining additional financing is subject to a number of factors, including market commodities prices, investor acceptance of our interest pursuant to the Jarvis Island Property Agreement, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.

We have defaulted on loan agreements, and as a result we may face serious liquidity issues and/or our business assets may be seized.

We were required to commence loan repayments on January 1, 2012 pursuant to a loan agreement, however these payments have not been made and the loan has entered into default. This loan is secured by the shares of capital stock of Eskota Energy Corporation, our wholly-owned subsidiary. In addition, subsequent to December 31, 2011, we gave notice to another creditor that a revolving loan had entered into default as a result of the company’s inability to repay the debt. If we are unable to settle these loans, the creditors may commence proceedings as are their rights under the agreements, to seize our assets and our business may fail. If we are able to settle this loan through an equity issuance, this will result in dilution to our existing shareholders.

We currently do not generate revenues, and as a result, we face a high risk of business failure.

In addition to our oil and gas leases in Fort Bend County the only significant interest we can earn in a property we have is pursuant to the Jarvis Island Property Agreement. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral and oil and gas properties. We have not generated any significant revenues to date. In order to generate revenues, we will incur substantial expenses in the evaluation and development of our oil and gas leases and potential mineral interests. 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.

If we are required for any reason to repay all of our outstanding loans or any other indebtedness, we would be required to deplete our working capital, if available, or raise additional funds.

-8-

If we are required to repay the loans payable or any other indebtedness for any reason, we would be required raise additional funds. If we are unable to repay the loans or any other indebtedness when required, the lenders could commence legal action against our company and foreclose on all of our assets to recover the amounts due. Any such sale or legal action would require our company to curtail or possibly cease our operations.

Our ability to obtain financing is likely dependent on the price of certain commodities markets remaining at current levels, which, given historical fluctuations, can vary significantly

-9-

Financing to implement our plan of operation will depend upon current price levels for certain commodities, including barite and petroleum, being sustained for the foreseeable future. There is no guarantee that prices will remain at the current levels. Commodities prices historically have fluctuated widely and are affected by numerous factors outside of our control including industrial demand, central bank lending, forward sales of producers and speculators, levels of production, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of commodities are generally quoted), interest rates and global or regional political or economic events.

Risks and Contingencies Associated with the Mining Industry Generally

In addition to the risks noted above, the Company is subject to all of the risks inherent in the mining industry, including environmental risks, fluctuating metals prices, industrial accidents, labor disputes, unusual or unexpected geologic formations, cave-ins, flooding, earth quakes and periodic interruptions due to inclement weather. These risks could result in damage to, or destruction of, production facilities, personal injury, environmental damage, delays, monetary losses and legal liability. Although the Company can be expected to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that such insurance will be available at economically feasible premiums. Insurance against environmental risks (including pollution or other hazards resulting from the disposal of waste products generated from production activities) is not generally available to the Company or other companies in the mining industry. If subjected to environmental liabilities, the costs incurred would reduce funds available for other purposes.

The oil and gas exploration and production industry is historically a cyclical industry and market fluctuations in the prices of oil and gas could adversely affect our business.

Prices for oil and gas tend to fluctuate significantly in response to factors beyond our control. These factors include:

Weather conditions in the United States and wherever our property interests are located;

Economic conditions, including demand for petroleum-based products, in the United States and the rest of the world;

Actions by OPEC, the Organization of Petroleum Exporting Countries;

Political instability in the Middle East and other major oil and gas producing regions;

Governmental regulations, both domestic and foreign; domestic and foreign tax policy;

The pace adopted by foreign governments for the exploration, development, and production of their national reserves;

The price of foreign imports of oil and gas;

The cost of exploring for, producing and delivering oil and gas;

-10-

The rate of decline of existing and new oil and gas reserves;

Available pipeline and other oil and gas transportation capacity;

The ability of oil and gas companies to raise capital;

The overall supply and demand for oil and gas; and

The availability of alternate fuel sources.

Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes will directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in oil and gas prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment.

Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for oil and gas producing properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and the development and exploitation of projects. We expect that commodity prices will continue to fluctuate significantly in the future.

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 one of our executive officer, has experience managing a mineral exploration company, he does not have formal training as a geologist. Donald Kinloch does not have formal training specific to mineral and gas exploration. Accordingly, our management may not fully appreciate many of the specific requirements related to working within the mining and oil and gas industry. Our management decisions may not take into account standard engineering or managerial approaches commonly used by such companies. Consequently, our operations, earnings, and ultimate financial success could be negatively affected due to our management’s lack of experience in the industry.

-119-

Our executive officers have other business interests, and as a result, they may not be willing or able to devote a sufficient amount of time to our business operations, thereby limiting the success of our company.

Robert Kinloch presently spends approximately 60% of his business time and Donald Kinloch presently spends approximately 20% of his business time on business management services for our company. At present, both Robert and Donald Kinloch spend a reasonable amount of time in pursuit of our company’s interests. Due to the time commitments from Robert and Donald Kinloch’s other business interests, however, they may not be able to provide sufficient time to the management of our business in the future and our business may be periodically interrupted or delayed as a result of their other business interests.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 750,000,000 shares of common stock with a par value of $0.001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will reduce the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

-1210-

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We are engaged in the business of identifying, acquiring, exploring and developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Risks Related to Our Company

Our by-laws contain provisions indemnifying our officers and directors.

Our by-laws provide the indemnification of our directors and officers to the fullest extent legally permissible under the Nevada corporate law against all expenses, liability and loss reasonably incurred or suffered by him in connection with any action, suit or proceeding. Furthermore, our by-laws provide that our board of directors may cause our company to purchase and maintain insurance for our directors and officers, and we have implemented director and officer insurance coverage.

Our by-laws do not contain anti-takeover provisions and thus our management and directors may change if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our by-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company. If there is a take-over of our company, our management and directors may change.

-11-

Because our director and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our director and officers.

Our director and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

ITEM 2. PROPERTIES.

Executive Offices

Our principal business offices are located at Suite 700 – 220 Bay Street, Toronto, Ontario M5J 2W4. These premises are leased at a cost of $500 per month. Our offices consist of approximately 300 square feet. The lease agreement is on a month to month basis. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.

Jarvis Island Property Location and History

History

In June 1927 the property was sold to Sudbury Basin Mines, a company controlled by Thayer Lindsley (three quarters acquired from Donald Hogarth and one quarter interest from A.J. McComber.) On June 1, 1943 the property was transferred from Sudbury Basin Mines Limited to Ventures Claims Limited. On the 16th of April, 1956 the property was further transferred from Ventures Claims Limited to Pan American Ventures Limited. In 1960 the property was transferred by Ventures Claims Limited to Westfield Minerals Limited (registered 28th of September, 1960).

Location

The property is described as Jarvis Island, Municipality of Neebing, (Property Identifier 58-01-040-007-31100-0000) in the District of Thunder Bay, in the Province of Ontario, Land Titles Division, Thunder Bay. The property is described as being in the District of Thunder Bay, in the Province of Ontario and being more particularly described as Jarvis Island, lying in front of, and being part of, the location known as Jarvis Location, patented on September 9, 1856. Therefore Jarvis Island is part of Jarvis Location. The Jarvis Property is situated about 35 miles south of Thunder Bay about 5 km from the shore of Lake Superior near to the U.S. border (Minnesota). The Jarvis Property is described as having 13.355 hectares or 33 acres and is described as being of rocky terrain.

-12-

ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active, or pending legal proceeding against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation where such claim or action involves damages for more than 10% of our current assets. There are no proceedings in which any of Maverick's directors, officers, or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to our company's interest.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

-13-

~~ITEM~~PART ~~2. PROPERTIES.~~II

~~Executive~~ITEM ~~Offices~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~Our~~Market principal business offices are located at Suite 700 – 220 Bay Street, Toronto, Ontario M5J 2W4. These premises are leased at a cost of $500 per month. Our offices consist of approximately 300 square feet. The lease agreement is on a month to month basis. We believe that our current lease arrangements provide adequate space for ~~our~~Securities ~~foreseeable future needs.~~

~~Acquisition~~Our common shares were quoted for trading on the OTC Bulletin Board on June 21, 1999 under the symbol “PFCS”. On February 15, 2002 our symbol changed to “MAVM” and on May 22, 2003 our symbol changed to “MVRM”. On August 29, 2006, our stock was delisted from the OTC Bulletin Board and on August 31, 2006, it commenced trading on the Pink Sheets LLC under the symbol “MVRM”. On July 7, 2009 our shares of ~~East~~common ~~Bernard~~stock ~~Prospect~~were ~~Properties~~quoted for trading on the OTC Bulletin Board under the symbol “MVRM” and on December 31, 2009 our symbol changed to “MVRMD”. On February 23, 2011 our securities were quoted exclusively on the OTC Markets Group Inc. under the symbol “MVRM”.

~~During~~The ~~the~~following ~~land~~quotations ~~title~~obtained ~~curative~~from ~~process on~~ the ~~SEPL~~OTC ~~Farm-out~~Markets Group ~~acreage~~Inc. reflect the ~~company~~high ~~purchased several infill oil~~ and ~~gas~~low ~~leases~~bids ~~in order to acquire a contiguous lease block~~ for ~~drilling~~our ~~purposes~~common instock ~~Fort~~based ~~Bend~~on ~~County,~~inter-dealer ~~Texas.~~prices, ~~The~~without ~~company~~retail ~~will~~mark-up ~~review~~or ~~their~~mark-down ~~strategic~~or ~~importance~~commission ~~during the balance of 2012~~ and ~~make~~may anot ~~decision as to their status as development opportunities by~~represent ~~year-end.~~actual transactions.

~~-14-~~The high and low closing bid prices of our common stock for the periods indicated below are as follows:

-15-

Quarter Ended	High	Low
December 31, 2012	$0.18	$0.10
September 30, 2012	$0.25	$0.18
June 30, 2012	$0.25	$0.25
March 31, 2012	$0.30	$0.20
December 31, 2011	$0.35	$0.29
September 30, 2011	$0.35	$0.35
June 30, 2011	$0.36	$0.35
March 31, 2011	$2.00	$0.36

~~Jarvis~~Pacific ~~Island~~Stock ~~Property~~Transfer ~~Location~~Company, of 4045 South Spencer Street, Suite 403 Las Vegas, NV 89119 (telephone: 702.361.3033; facsimile 702.433.1979) is the registrar and ~~History~~transfer agent for our shares of common stock.

~~History~~Holders of our Common Stock

InAs ~~June~~of ~~1927~~April ~~the~~1, ~~property was sold to Sudbury Basin Mines~~2013, ~~a company~~we ~~controlled~~have by150 ~~Thayer~~registered ~~Lindsley~~stockholders ~~(three quarters acquired from Donald Hogarth~~ and ~~one quarter interest from A.J. McComber.) On June 1~~16, ~~1943 the property was transferred from Sudbury Basin Mines Limited to Ventures Claims Limited. On the 16th of April~~041,674 ~~1956~~shares ~~the~~issued ~~property~~and ~~was further transferred from Ventures Claims Limited to Pan American Ventures Limited~~outstanding. ~~In 1960 the property was transferred by Ventures Claims Limited to Westfield Minerals Limited (registered 28th of September, 1960).~~

~~Location~~Dividend Policy

~~The~~We ~~property~~have isnot ~~described~~paid asany ~~Jarvis~~cash ~~Island,~~dividends ~~Municipality~~on ~~of Neebing,~~our ~~(Property~~common ~~Identifier~~stock ~~58-01-040-007-31100-0000) in the District of~~and ~~Thunder~~have ~~Bay,~~no inpresent ~~the~~intention ~~Province~~ of ~~Ontario,~~paying ~~Land~~any ~~Titles~~dividends ~~Division,~~on ~~Thunder Bay. The property is described as being in~~ the ~~District~~shares of ~~Thunder~~our ~~Bay, in the Province~~common ~~of Ontario and being more particularly described as Jarvis Island, lying in front of, and being part of, the location known as Jarvis Location, patented on September 9, 1856~~stock. ~~Therefore~~Our ~~Jarvis~~future ~~Island~~dividend ispolicy ~~part~~will ofbe ~~Jarvis~~determined ~~Location. The Island is situated about 35 miles south of Thunder Bay about 5 km~~ from ~~the~~time ~~shore of Lake Superior near~~ to ~~the~~time ~~U.S.~~by ~~border (Minnesota). The property is described~~our asboard ~~having 13.355 hectares or 33 acres and is described as being~~ of ~~rocky terrain~~directors.

-1614-

~~ITEM~~Recent 3.Sales ~~LEGAL~~of ~~PROCEEDINGS.~~Unregistered Securities

WeIn ~~know of no material~~July, ~~active,~~2012 orpursuant ~~pending~~to ~~legal~~the ~~proceeding against~~terms ~~our~~of ~~company,~~the ~~nor~~Option ~~are~~and ~~we involved as a plaintiff in any material~~Joint ~~proceeding~~Venture orExploration ~~pending~~Agreement ~~litigation~~dated ~~where~~June ~~such~~8, ~~claim~~2012 orwith ~~action~~Energold, ~~involves~~Maverick ~~damages for~~issued ~~more~~100,000 ~~than~~shares ~~10%~~ of ~~our~~its ~~current~~common ~~assets.~~stock ~~There~~to ~~are~~Energold. noThe ~~proceedings~~shares inwere ~~which~~issued ~~any of~~pursuant ~~Maverick’s~~to ~~directors,~~Regulation ~~officers,~~S orof ~~affiliates,~~the orSecurities ~~any~~Act ~~registered~~of ~~or beneficial shareholders, is an adverse party or has a material interest adverse to our company’s interest~~1933.

~~ITEM~~On 4August 7, 2012, Maverick entered into a debt settlement and subscription agreement with The Art Brokerage, Inc. ~~MINE~~pursuant ~~SAFETY~~to ~~DISCLOSURES~~which the Company has issued 650,000 shares of common stock of the Company in full settlement of a secured loan by The Art Brokerage, Inc. to the Company of $2,633,799 (which was in default) including accrued interest to July 31, 2012. In addition, The Art Brokerage, Inc. agreed to settle two unsecured loans to the Company in the total amount of $675,856 including accrued interest to July 31, 2012 for no consideration.

~~Not~~On ~~Applicable~~August 7, 2012, the Company entered into a debt settlement and subscription agreement with Senergy Partners LLC pursuant to which the Company has issued 100,000 shares of common stock of the Company in full settlement of an unsecured loan by Senergy Partners LLC to the Company totaling $434,436 (which was in default) including accrued interest to July 31, 2012. The shares were issued in reliance on Rule 506 and/or Section 4(2) of the Securities Act of 1933.

~~-17-~~On October 29, 2012, Maverick issued 3,039,057 shares of its common stock to one investor upon the conversion of a convertible debenture at a conversion price of $0.10 per share. The debenture was in the principal amount of $302,052 (CDN$300,000) plus accrued interest of $1,854 (CDN$1,841). The shares were issued in an offshore transaction relying on Rule 506 and/or Section 4(2) of the Securities Act of 1933.

~~PART~~Securities IIAuthorized for Issuance under Equity Compensation Plans or Individual Compensation Arrangements

~~ITEM~~On 5June 1, 2009, our board of directors adopted our 2009 Stock Option Plan. ~~MARKET~~The ~~FOR~~purpose ~~REGISTRANT’S~~of ~~COMMON~~our ~~EQUITY~~2009 stock option plan is to retain the services of valued key officers and consultants of our company. Under the plan, ~~RELATED~~the ~~STOCKHOLDER~~plan administrator ~~MATTERS~~is ~~AND~~authorized ~~ISSUER~~to ~~PURCHASES~~grant OFstock ~~EQUITY~~options ~~SECURITIES~~to acquire up to a total of up to 7,500,000 shares of our common stock. On July 31, 2009 we filed a consent solicitation on Schedule 14A to seek stockholder approval of our 2009 Stock Option Plan. On August 3, 2009 we received majority stockholder consent approving our 2009 stock option plan. In August, 2009 we granted an aggregate of 145,000 options to acquire shares of our common stock at an exercise price of $0.40 per share to certain of our officers and consultants under the 2009 option plan. In September, 2010 we granted an aggregate of 1,100,000 options to acquire shares of our common stock at an exercise price of $1.05 per share exercisable until August 20, 2015 to certain of our directors and officers under the 2009 option plan. On January 13, 2011 we granted options to acquire an aggregate of 50,000 shares of our common stock at an exercise price of $1.50 per share exercisable until January 13, 2013 to two consultants under the 2009 option plan. The options granted in August, 2009 expired unexercised during the year ended December 31, 2012 and are no longer outstanding as of the date of this report.

~~Market~~The following table provides a summary of the number of stock options granted under the 2009 Plan, the weighted average exercise price and the number of stock options remaining available for ~~Securities~~issuance under the Company’s option plans as at December 31, 2011:

Our common shares were quoted for trading on the OTC Bulletin Board on June 21, 1999 under the symbol “PFCS”. On February 15, 2002 our symbol changed to “MAVM” and on May 22, 2003 our symbol changed to “MVRM”. On August 29, 2006, our stock was delisted from the OTC Bulletin Board and on August 31, 2006, it commenced trading on the Pink Sheets LLC under the symbol “MVRM”. On July 7, 2009 our shares of common stock were quoted for trading on the OTC Bulletin Board under the symbol “MVRM” and on December 31, 2009 our symbol changed to “MVRMD”. On February 23, 2011 our securities were quoted exclusively on the OTC Markets Group Inc. under the symbol “MVRM”.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-Average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plan
Equity compensation plans approved by security holders	1,150,000	$1.07	6,350,000

~~The following quotations obtained from the OTC Markets Group Inc. reflect the high and low bids for our common stock based on inter~~-~~dealer prices, without retail mark~~15-~~up or mark-down or commission and may not represent actual transactions.~~

~~The~~Purchase ~~high and low bid prices~~ of ~~our~~Equity ~~common~~Securities ~~stock~~by ~~for~~ the ~~periods indicated~~Issuer ~~below~~and ~~are as follows:~~ Affiliated Purchasers

Quarter Ended	High	Low
December 31, 2011	$0.35	$0.29
September 30, 2011	$0.35	$0.35
June 30, 2011	$0.36	$0.35
March 31, 2011	$2.00	$0.36
December 31, 2010	$5.00	$1.20
September 30, 2010	$1.50	$1.02
June 30, 2010	$1.75	$0.65
March 31, 2010	$1.11	$0

We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2012.

~~Pacific~~ITEM ~~Stock Transfer Company, of 4045 South Spencer Street, Suite 403 Las Vegas, NV 89119 (telephone: 702~~6.~~361.3033;~~ ~~facsimile~~SELECTED ~~702.433.1979) is~~FINANCIAL ~~the registrar and transfer agent for our shares of common stock~~DATA.

~~Holders~~Not ~~of our Common Stock~~ Applicable.

AsITEM of7. ~~July~~MANAGEMENT’S ~~25,~~DISCUSSION ~~2012,~~AND weANALYSIS ~~have~~OF ~~149~~FINANCIAL ~~registered~~CONDITION ~~stockholders~~AND ~~and~~RESULTS ~~12,252,671~~OF ~~shares issued and outstanding.~~ OPERATION

~~Dividend~~The ~~Policy~~following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.

WeOur ~~have~~audited ~~not~~consolidated ~~paid~~financial ~~any~~statements ~~cash~~are ~~dividends~~stated onin United ~~our~~States ~~common~~dollars ~~stock~~ and ~~have~~ noare ~~present~~prepared ~~intention~~in ofaccordance ~~paying~~with ~~any~~United ~~dividends on the shares of our common~~States ~~stock.~~generally ~~Our~~accepted ~~future~~accounting ~~dividend policy will be determined from time to time by our board of directors~~principles.

~~-18-~~Plan of Operation

~~Recent~~The ~~Sales~~Company has entered into a joint venture agreement for the development of ~~Unregistered~~Jarvis ~~Securities~~Island, a 33 acre island in western Lake Superior off the coast from Thunder Bay, Ontario with a history of exploration for Barite. Barite or barium sulphate is a stabilizing agent used in the drilling of oil and gas wells. A site visit to the island is planned as soon as practicable in the second quarter of 2013 to assess and plan preliminary geological work.

~~Other~~Management ~~than~~is asreviewing ~~disclosed~~further mineral resource opportunities in ~~the~~Ontario ~~Company’s~~and ~~periodic~~Quebec ~~reports~~in ~~the~~Canada and is in a due diligence period on three ~~Company~~specific ~~did~~properties. ~~not~~The ~~sell~~dominant ~~any~~targets ~~equity~~on ~~securities~~these ~~during~~minerals ~~the~~properties ~~period~~are silver ~~covered~~lead byand ~~this~~zinc and all have extensive historical workings. Management will ~~annual~~review ~~report~~these opportunities diligently however no guarantee can be given that ~~were~~any transaction ~~not~~as ~~registered~~outlined ~~under~~herein will occur in the ~~Securities~~time ~~Act~~frame covered by this plan of ~~1933~~operation.

~~Securities~~The ~~Authorized~~company ~~for~~retains ~~Issuance~~a ~~under~~few ~~Equity~~small ~~Compensation~~oil ~~Plans~~and orgas ~~Individual~~leases ~~Compensation~~in ~~Arrangements~~south central Texas. Management has no plans to invest further resources in oil and gas exploration in Texas on its own properties but will continue to assess possible projects in oil and gas in an effort to leverage the experience it has gained over the past several years in both drilling and production.

OnOur ~~June~~estimated 1,expenses ~~2009,~~over ~~our board of directors adopted our 2009 Stock Option Plan. The purpose of our 2009 stock option plan is to retain~~ the ~~services~~next oftwelve ~~valued~~months ~~key~~are officers and consultants of our company. Under the plan, the plan administrator is authorized to grant stock options to acquire up to a total of up to 7,500,000 shares of our common stock. On July 31, 2009 we filed a consent solicitation on Schedule 14A to seek stockholder approval of our 2009 Stock Option Plan. On August 3, 2009 we received majority stockholder consent approving our 2009 stock option plan. In August, 2009 we granted an aggregate of 145,000 options to acquire shares of our common stock at an exercise price of $0.40 per share to certain of our officers and consultants under the 2009 option plan. In September, 2010 we granted an aggregate of 1,100,000 options to acquire shares of our common stock at an exercise price of $1.05 per share exercisable until August 20, 2015 to certain of our directors and officers under the 2009 option plan. On January 13, 2011 we granted options to acquire an aggregate of 50,000 shares of our common stock at an exercise price of $1.50 per share exercisable until January 13, 2013 to two consultants under the 2009 option plan.as follows:

~~The~~Cash ~~following~~Requirements ~~table~~during ~~provides a summary of~~ the ~~number~~Next ofTwelve ~~stock options~~Months ~~granted under the 2009 Plan, the weighted average exercise price and the number of stock options remaining available for issuance under the Company’s option plans as at December 31, 2011:~~

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-Average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plan
Expense	($)
Equity compensation plans approved by security holders	1,295,000	$0.99	6,205,000
Cost to meet Joint Venture Requirements	100,000
Consulting Expenses	20,000
Professional Fees	70,000
General and Administrative expenses	160,000
Total	350,000

~~Purchase of Equity Securities by the Issuer and Affiliated Purchasers~~ -16-

WeThe ~~did~~Company ~~not~~has ~~purchase~~entered ~~any~~in ofto ~~our~~a ~~shares~~loan ofagreement ~~common~~with ~~stock~~Bear ~~or other~~Lair ~~securities~~LLC, ~~during~~a Nevada Corporation, to reflect advances made to the ~~year~~Company ~~ended~~during ~~December~~fiscal 2011 31and 2012. The loan is currently due on demand, ~~2011~~and bears no interest rate or specific terms of repayment.

~~ITEM~~To 6date we have funded our operations primarily with loans from shareholders. ~~SELECTED~~In ~~FINANCIAL~~addition ~~DATA~~to funding our general, administrative and corporate expenses we are obligated to address certain current liabilities. We will need to raise additional funds to meet these current liabilities. To raise these funds we may be required to increase shareholder loans, incur new borrowings or issue new equity which may be dilutive to existing shareholders. We currently have no agreements in place to raise funds for current liabilities and no guarantee can be given that we will be able to raise funds for this purpose on terms acceptable to our company. Failure to raise funds for general, administrative and corporate expenses and current liabilities could result in a severe curtailment of our operations.

~~Not~~RESULTS ~~Applicable.~~OF OPERATIONS

~~ITEM~~Our 7.operating ~~MANAGEMENT’S~~results ~~DISCUSSION~~for ~~AND~~the ~~ANALYSIS~~years OFended ~~FINANCIAL~~December ~~CONDITION~~31, ~~AND~~2012 ~~RESULTS~~and 2011 OFare ~~OPERATION~~summarized as follows:

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.

	Year Ended December 31, 2012	Year Ended December 31, 2011	Percentage Increase/(Decrease)
Revenue	-	-	N/A
Expenses	$315,764	$1,318,353	(76.0)%
Other Expenses	$2,381,898	$191,236	1145.5%
Net Loss	$(2,697,662)	$(1,509,589)	78.7%

~~Our~~Revenues ~~audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.~~

~~-19-~~We have had no operating revenues for the years ended December 31, 2012 and 2011. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

~~Plan~~General ofand ~~Operation~~Administrative

WeThe ~~are~~major ~~currently~~components ~~an exploration stage company engaged in the acquisition, exploration, and development~~ of ~~prospective~~our ~~oil~~general and ~~gas~~administrative ~~and mineral properties. The Company is reviewing a small number of new opportunities~~ expenses for oil and gas exploration and development in Texas, some of which have production components as well as development opportunities. The Company believes that it is feasible to contemplate, based on discussions with interested parties, a stock predicated acquisition based on the ~~strong~~year ~~capital~~are ~~structure that was implemented by the Company in 2010. Management will review these opportunities diligently; however, no guarantee can be given that any transaction as~~ outlined ~~herein will occur~~ in the ~~time~~table ~~frame~~below: ~~covered by this Plan of Operation.~~

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

		Year Ended December 31,
					Percentage
					Increase /
		2012		2011	(Decrease)
Audit Fees	$	65,291	$	119,060	(45.2)%
Accounting, legal, engineering & consulting, investor relations		20,442		41,229	(50.4)%
Management fees and stock based compensation		180,000		273,250	(34.1)%
Office		1,306		2,985	(56.2)%
Rent		2,272		-	N/A
Transfer agent fees		14,133		7,095	99.2%
Writedown on oil and gas leases		12,981		830,274	(98.4)%
Travel		19,339		44,460	(56.5)%
Total Expenses	$	315,764	$	1,318,353	(76.0)%

~~Our~~The ~~estimated~~$1,002,589 decrease in our general and administrative expenses ~~over~~for the ~~next~~year ~~twelve~~ended ~~months~~December ~~are~~31, ~~as follows~~2012 was primarily due to:

~~Cash~~(a) ~~Requirements~~The ~~during~~decreased write down of capitalized expenditures from oil and gas exploration of $817,293. During 2011, the ~~Next~~Farm ~~Twelve~~Out ~~Months~~Agreement lapsed and the Company wrote off capitalized exploration costs associated with the area covered under the Farm Out Agreement. During 2012, the Company wrote off only incidental staking costs of $12,981 associated with oil and gas leases located adjacent to the area covered under the Farm Out Agreement.

Expense		($)
Cost to meet Joint Venture Requirements		100,000
Consulting Expenses		20,000
Professional Fees		70,000
General and Administrative expenses		140,000
Total		310,000

-17-

To(b) ~~date~~Decreased wemanagement ~~have~~fees ~~funded~~and ~~our~~stock ~~operations~~based ~~primarily~~compensation ~~with~~of ~~loans from shareholders~~$93,250. InDuring ~~addition~~2011 tothere ~~funding~~was ~~our~~stock ~~general,~~based ~~administrative~~compensation ~~and~~expense ~~corporate expenses~~due ~~we are obligated~~ to ~~address~~the ~~certain~~grant ~~current~~of ~~liabilities.~~50,000 Westock ~~will need to raise additional funds to meet these current liabilities~~options. ToUsing ~~raise~~the ~~these funds~~Black-Scholes weoption ~~may~~pricing ~~be required to increase shareholder loans~~model, ~~incur~~these ~~new~~options ~~borrowings~~were ~~or issue~~deemed ~~new equity which may be dilutive~~ to ~~existing~~have ~~shareholders.~~a ~~Other~~fair ~~than~~value ~~our loan~~of ~~agreements with Senergy Partners LLC and Art Brokerage~~$93, ~~Inc~~250., weDuring ~~currently have~~2012, no ~~agreement~~stock inoptions ~~place~~were ~~to raise funds for current liabilities and no guarantee can be given that we will be able to raise funds for this purpose on terms acceptable to our company~~granted. ~~Failure to raise funds for general, administrative and corporate expenses and current liabilities could result in a severe curtailment of our operations.~~

~~Any~~Other advance in the oil and gas and mineral 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. Income/Expenses

~~-20-~~During 2012 the Company incurred $117,934 in interest expenses compared to $188,133 in 2011. Interest expense decreased as a result of the Company’s settlement of interest bearing loans outstanding in the principal amount of $3,297,750 in August, 2012.

OnDuring ~~February 13~~2012, ~~2009, we entered into a loan agreement with Senergy Partners LLC (“Senergy”), a private Nevada limited liability corporation, pursuant to which~~ the Company ~~received~~recorded afinancing ~~revolving~~fees ~~loan~~ of ~~up to~~ $12,~~000~~269,~~000~~106 related to (~~the~~i) ~~“Credit~~shares ~~Facility”).~~contributed ~~The~~by ~~outstanding~~a ~~principal~~related ~~amount~~party of the ~~Credit~~Company ~~Facility~~as ~~together~~part ~~with~~of an ~~all~~condition ~~accrued~~of ~~and~~a ~~unpaid~~loan ~~interest~~agreement ~~and~~entered ~~all~~into ~~other~~by ~~amounts~~the ~~outstanding~~Company, ~~thereunder~~resulting ~~are due and payable~~ in financing ~~full~~fees onrecorded ~~December~~of 31$1, ~~2012~~790,000 ~~the~~and ~~maturity~~(ii) ~~date. Outstanding principal under~~ the ~~Credit~~issuance ~~Facility bears interest at an annual rate~~ of ~~8%. As~~ a ~~condition~~convertible debenture ofby the ~~Credit~~Company ~~Facility,~~that ~~the~~was ~~Company~~required ~~agreed~~ to ~~use~~be ~~funds~~accounted ~~received under the Credit Facility solely~~ for ~~the~~as ~~purpose~~a ofderivative liability ~~funding~~at ~~ongoing~~fair ~~general and administrative expenses~~value, ~~consulting~~resulting ~~and~~in ~~due~~financing ~~diligence expenses, or professional~~ fees ~~and~~recorded ~~joint~~of ~~venture programs. As at December 31, 2011, the Company had drawn~~ $~~357~~479,~~500 on the credit facility with Senergy~~106. ~~Subsequent~~ toNo such ~~December~~comparable ~~31,~~transactions ~~2011,~~occurred ~~the~~during ~~Company~~fiscal ~~gave notice to Senergy that this credit facility had entered into default as a result of the Company’s inability to repay the debt~~2011. ~~The Company is currently negotiating settlement of this loan.~~

InThe ~~September,~~Company ~~2010,~~realized ina ~~connection~~foreign ~~with~~exchange ~~the~~gain ~~negotiation~~ of ~~our loan agreement with Art Brokerage~~$3,168 ~~the~~in ~~Company was required to enter into an~~2012 ~~amendment~~compared to ~~its~~a ~~existing~~loss ~~loan with Senergy Partners LLC. Under the terms~~ of ~~a amendment agreement dated September 15~~$2,603 ~~2010,~~in ~~the~~2011 ~~parties~~as ~~agreed that if and at such time Art Brokerage enters into~~ a ~~loan~~result ~~agreement~~of ~~with~~ the ~~Company~~strengthening ~~with respect to a loan~~ of ~~$2,400,000,~~ the ~~existing loan agreement between the parties~~US ~~dated~~Dollar ~~February~~compared ~~13, 2009 providing for up~~ to ~~$1,000,000 in principal to~~ the ~~Company~~ ~~would~~Canadian bedollar ~~amended~~from 2011 to ~~provide a maximum limit of $500,000~~2012.

OnWorking September 20, 2010, we entered into a loan agreement (the “Loan Agreement”) with Art Brokerage, Inc., pursuant to which Art Brokerage provided the Company with a non-revolving term loan in the principal amount of $2,400,000 having an interest rate of 5% per annum. The loan matures on April 1, 2015. As a condition of the Loan Agreement, the Company agreed to enter into a general security agreement dated September 20, 2010 creating a security over the Company’s present and after-acquired personal property and over the Company’s real property and other assets. In addition and as further security of the Company’s indebtedness under the Loan Agreement, the Company and Art Brokerage entered into a pledge and security agreement dated September 20, 2010, pursuant to which the Company agreed to pledge to Art Brokerage a first priority security interest in all of the shares of capital stock of Eskota Energy Corporation, the wholly owned subsidiary of the Company, and all proceeds with respect to such stock. The Company intends to use the funds from the $2,400,000 loan to commence development of the Company’s initial test well on its Farm-Out property located in southwest Texas. Both Senergy and Art Brokerage are beneficially owned by Donna Rose, an affiliate of the Company. In May, 2011, the Company entered into an amendment to its September 20, 2010 loan agreement with Art Brokerage, Inc. (the “Lender”) to postpone the commencement date for payment of the principal and interest on its loan from May 1, 2011 to January 1, 2012. Under the terms of the original loan agreement the Lender provided the Company with a non-revolving term loan in the principal amount of $2,400,000 at the interest rate of 5% per annum, calculated and compounded monthly, maturing on April 1, 2015. The company has been in default on this loan since January 2012. The Company is currently negotiating settlement of this loan.Capital

On September 30, 2011, the Company entered in to a loan agreement with Bear Lair LLC, a Nevada Corporation, to reflect advances made to the Company during fiscal 2011. The loan is due in one year on September 30, 2012, and bears no interest rate or specific terms of repayment beyond the initial term.

	Year Ended December 31, 2012	Year Ended December 31, 2011
Current Assets	$ 17,553	$ 87
Current Liabilities	422,872	4,079,680
Working Capital Deficit	$ (405,319)	$ (4,079,593)

~~RESULTS~~Cash ~~OF OPERATIONS~~Flows

Our operating results for the years ended December 31, 2011 and 2010 are summarized as follows:

	Year Ended December 31, 2012	Year Ended December 31, 2011
Cash used in Operating Activities	$ (288,894)	$ (337,643)
Cash provided by Investing Activities	-	120,213
Cash provided by Financing Activities	306,360	152,750
Net Increase (Decrease) in Cash	$ 17,466	$ (64,680)

	Year Ended December 31, 2011	Year Ended December 31, 2010	Percentage Increase/(Decrease)
Revenue	-	-	N/A
Expenses	$1,318,353	$4,975,563	(73.5)%
Other Expenses	$191,236	$324,624	(41.1)%
Net Loss	$(1,509,589)	$(5,300,187)	71.5%

We had a cash balance of $17,553 and negative working capital of $405,319 as of December 31, 2012 compared to a cash of $87 and negative working capital of $4,079,593 at December 31, 2011. We anticipate that we will incur approximately $250,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months and we will require $100,000 for costs associated with our plan of operations over the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our full plan of operations.

~~-21-~~Cash used in operating activities for the year ended December 31, 2012 was $288,894 as compared to cash used in operating activities for the same period in 2011 of $337,643. Cash used in operating activities decreased during the year as a result of decreases in audit fees and travel costs during the year and as a result of the settlement of vendor and creditor obligations. Cash provided by investing activities for the year ended December 31, 2012 was $Nil as compared to cash used in investing activities for the same period in 2011 of $120,213. The decrease in cash provided by investing activities was primarily due to refunds received from the oil and gas operator after plugging and abandoning the Initial Test Well and the sale of excess tubing and casing leftover from drilling activities in 2010 and 2011. Cash provided by financing activities for the year ended December 31, 2012 was $306,360 compared to cash provided by financing activities for the same period in 2011 of $152,750. The increase in cash provided by financing activities was as a result of increased proceeds received from loans payable in the current year.

~~Revenues~~-18-

WeLoans ~~have had no operating revenues for the years ended December 31, 2011 and 2010. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.~~ Payable

~~General~~The ~~and~~Company ~~Administrative~~has the following loans outstanding as of December 31, 2012:

The major components of our general and administrative expenses for the year are outlined in the table below:

The Company has the following loans payable:
		2012		2011
Art Brokerage – Current^(a)	$	-	$	89,993
Art Brokerage – Current^(b)		-		540,000
Art Brokerage – Term Loan^(d)		-		2,400,000
Ms. Nancy A.Vevoda^(a)		25,000		25,000
Mr. Alonzo B. Leavell^(a)		20,000		20,000
Bear Lair LLC^(e)		82,500		77,500
Senergy Partners LLC ^(c)		-		357,750
	$	127,500	$	3,510,243

		Year Ended December 31,
					Percentage
		2011		2010	Increase /
					(Decrease)
Audit Fees	$	119,060	$	77,823	53.0	%
Accounting, legal, engineering & consulting, investor relations		41,229		218,666	(81.1	)%
Management fees and stock based compensation		273,250		1,704,750	(84.0	)%
Office		2,985		13,156	(77.3	)%
Transfer agent fees		7,095		10,620	(33.2	)%
Writedown on oil and gas leases		830,274		2,905,409	(71.4	)%
Travel		44,460		45,139	(1.5	)%
Total Expenses	$	1,318,353	$	4,975,563	(73.5	)%

	(a)	These amounts are unsecured; bear no interest, and have no specific terms of repayment.

	(b)	These amounts are unsecured; bear interest at 5% per annum, and have no specific terms of repayment.

	(c)	This credit facility was unsecured, and was bearing interest at 8% per annum, maturing on December 31, 2012. During the year ended December 31, 2012, the Company gave notice to Senergy Partners LLC that this loan had entered into default as a result of the Company’s inability to repay the debt. On August 7, 2012, the Company entered into a debt settlement and subscription agreement with Senergy Partners LLC pursuant to which the Company issued 100,000 common shares of the Company in full settlement of this loan, including accrued interest of $76,686. Senergy was a significant shareholder of the Company at the date of the agreement. The Company recorded the settlement of this loan with a related party as a credit to additional paid-in capital during the year ended December 31, 2012.

	(d)	On September 20, 2010, the Company entered into a loan agreement (the “Loan Agreement”) with Art Brokerage, Inc. (“Art Brokerage”), pursuant to which Art Brokerage provided the Company with a non-revolving term loan in the amount of $2,400,000 having an interest rate of 5% per annum. The loan was to mature on April 1, 2015 with interest calculated and compounded monthly, payable on the 1st day of each calendar month commencing May 1, 2011. In addition to the monthly interest payments, the Company was required to make monthly principal payments in the amount of $50,000, commencing on May 1, 2011 and continuing on the 1st day of each month until the Company’s indebtedness was repaid in full.

		On May 25, 2011, the Company and the creditor agreed to amend the Loan Agreement to allow the Company to postpone commencement of the monthly principal and interest payments until January 1, 2012, with a balloon payment of $450,000 at maturity. All other terms and conditions with respect to the original Loan Agreement remained unchanged. During the year ended December 31, 2012, the Company did not commence repayment of the loan as required under the Loan Agreement and the loan entered into default. Under the terms of the Loan Agreement, the loan therefore became repayable on demand from the lender.

		On August 7, 2012, the Company entered into a debt settlement and subscription agreement with Art Brokerage, Inc., pursuant to which the Company issued 650,000 common shares of the Company in full settlement of this loan, including accrued interest of $233,799. In addition, Art Brokerage agreed to settle two other unsecured loans owing from the Company in the amount of $89,993 and $540,000 plus accrued interest of $45,863 for no consideration. Art Brokerage was owned by a significant shareholder of the Company at the date of the agreement. The Company recorded the settlement of these loan as a credit to additional paid-in capital during the year ended December 31, 2012.

	(e)	The Company has entered into a loan agreement with Bear Lair LLC, a Nevada Corporation, to reflect advances made to the Company during fiscal 2011 and 2012. The loan is due on demand and bears no interest rate or specific terms of repayment.

~~The $3,657,210 decrease in our general and administrative expenses for the year ended December 31, 2011 was primarily due to:~~ -19-

	(a)	The decreased write down of capitalized expenditures from oil and gas exploration in the current year. During 2010, the Company wrote down capitalized costs associated with the Initial Test Well drilled under the Farm Out Agreement. During 2011, the Farm Out Agreement lapsed and the Company wrote off the remaining capitalized costs associated with the area covered under the Farm Out Agreement. These remaining costs were lower than the original write down as they did not include drilling and testing costs.
	(b)	Decreased management fees and stock based compensation of $1,431,500. During 2010 there was stock based compensation expense due to the grant of 1,100,000 stock options. Using the Black-Scholes option pricing model, these options were deemed to have a fair value of $1,592,250. During 2011, 50,000 stock options were granted with a fair value of $93,250.

Going Concern

~~Other~~The ~~Income/Expenses~~audited financial statements accompanying this report 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 the necessary financing to achieve our operating objectives, and the attainment of profitable operations. As of December 31, 2012, we had cash of $17,553 and we estimate that we will require approximately $350,000 for costs associated with our plan of operation and operating expenses over the next twelve months. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $422,872. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations.

~~During~~These ~~2011~~circumstances ~~the~~raise ~~Company~~substantial ~~incurred~~doubt ~~$188,133~~about inour ~~interest expenses compared~~ ability to ~~$73,181~~continue ~~in 2010~~ as a ~~result~~going ~~of the Company entering into a loan agreement with Art Brokerage Inc. during 2010. The Company realized a foreign exchange loss of $2~~concern,~~603~~ inas ~~2011~~described ~~compared to a loss of $3,211~~ in ~~2010 as a result of~~ the ~~weakening~~explanatory ofparagraph ~~the US Dollar compared~~ to ~~the~~our independent ~~Canadian~~auditors’ ~~dollar~~report ~~from 2010 to 2011. The Company realized a loss~~ on ~~settlement~~the ofDecember ~~loans~~31, ~~payable~~2012 ofand ~~$500 in~~ 2011 ~~compared~~consolidated financial tostatements awhich ~~loss~~are onincluded ~~settlement~~with ofthis ~~loans~~annual ~~payable of $254,090 in 2010~~report. ~~Lastly,~~The consolidated ~~the~~financial ~~Company~~statements ~~realized~~do anot ~~gain~~include onany ~~liabilities~~adjustments ~~written-off~~that ~~of $Nil in 2011, compared to $5,858 in 2010 as a~~ might result offrom ~~a lender releasing~~ the ~~Company~~outcome of ~~its~~that ~~obligation~~uncertainty.

~~Working~~The ~~Capital~~continuation of our business is dependent upon us raising additional financing. 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.

		Year Ended December 31, 2011		Year Ended December 31, 2010
Current Assets	$	87	$	64,767
Current Liabilities		4,079,680		1,371,046
Working Capital Deficit	$	(4,079,593)	$	(1,306,279)

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.

		Year Ended December 31, 2011		Year Ended December 31, 2010
Cash used in Operating Activities	$	(337,643)	$	(466,568)
Cash provided by (used in) Investing Activities		120,213		(2,930,182)
Cash provided by Financing Activities		152,750		3,455,493
Net Increase (Decrease) in Cash	$	(64,680)	$	58,743

Future Financings

~~-22-~~As of December 31, 2012, we had cash of $17,553 and we estimate that we will require approximately $350,000 for costs associated with 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. 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.

WeOff-Balance ~~had~~Sheet ~~cash~~Arrangements of $87 and negative working capital of $4,079,593 as of December 31, 2011 compared to a cash of $64,767 and negative working capital of $1,306,279 for the year ended December 31, 2010. We anticipate that we will incur approximately $210,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. We will require $310,000 for costs associated with our plan of operation and operating expenses over the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our full business plan.

~~Cash~~We ~~used~~have inno ~~operating~~significant ~~activities~~off-balance ~~for~~sheet ~~the~~arrangements ~~year~~that ~~ended~~have or ~~December~~are ~~31,~~reasonably ~~2011~~likely ~~was $337,643 as compared~~ to ~~cash~~have ~~used in operating activities for the same period in 2010 of $466,568. Cash used in operating activities decreased during the year as~~ a ~~result~~current ofor ~~decreases~~future ineffect ~~accounting,~~on ~~legal~~our ~~and engineering costs during the year. Cash provided by investing activities for the year ended December 31~~financial condition, ~~2011~~changes ~~was $120,213 as compared to cash used~~ in ~~investing~~financial ~~activities for the same period in 2010 of $2~~condition,~~930,182. The~~ ~~decrease~~revenues inor cash used in investing activities was primarily due to the deposit and direct legal costs incurred on the oil and gas acreage during 2010 as well as drilling costs incurred on the oil and gas acreage during 2010. During 2011expenses, ~~direct~~results ~~costs on the oil and gas acreage were offset by refunds received from the oil and gas operator after plugging and abandoning the Initial Test Well and the sale~~ of ~~excess tubing and casing leftover from this drilling in 2010. Cash provided by financing activities for the year ended December 31~~ operations, ~~2011 was $152~~liquidity,~~750~~ ~~compared~~capital toexpenditures ~~cash~~or ~~provided~~capital byresources ~~financing~~that ~~activities~~are material ~~for the same period in 2010 of $3,455,493. The decrease in cash provided by financing activities was primarily due~~ to proceeds from loans payable of $152,750 compared to $3,205,493 in 2010 mostly arising from the loan agreement with Art Brokerage) and no shares were issued during 2011 whereas $250,000 was raised from shares issued in 2010stockholders.

~~Loans Payable~~ Employees

~~The~~We ~~Company~~currently ~~has~~have no employees, and we do not expect to hire any employees in the ~~following~~foreseeable ~~loans~~future. ~~outstanding~~We aspresently ofconduct ~~December~~our business ~~31,~~through ~~2011:~~agreements with consultants and arms-length third parties.

The Company has the following loans payable:
		December 31, 2011		December 31, 2010
Art Brokerage – Current(a)	$	89,993	$	89,743
Art Brokerage – Current(b)		540,000		540,000
Art Brokerage – Term Loan(d)		2,400,000		400,000
Ms. Nancy A.Vevoda(a)		25,000		-
Mr. Alonzo B. Leavell(a)		20,000		20,000
Bear Lair LLC(3)		77,500		-
Senergy Partners LLC (c)		357,750
		3,510,243		1,049,743
Art Brokerage – Term Loan(d)		-		2,000,000
Senergy Partners LLC(c)		-		357,750
	$	3,510,243	$	3,407,493

New Accounting Pronouncements

~~(a)~~In ~~These~~May ~~amounts are unsecured~~2011, ~~bear~~the noFASB ~~interest,~~issued ~~with~~Accounting noStandards ~~specific~~Update 2011-04, ~~terms~~“Fair ofValue ~~repayment.~~Measurement (b)Topic ~~These amounts are unsecured, bear interest at 5% per annum, with no specific terms of repayment~~820)”. ~~(c)~~ This ~~credit~~Update ~~facility~~improves is unsecured, bears interest at 8% per annum, maturing on December 31, 2012. The remaining amount available under this credit facility is $142,250 as at December 31, 2011. Subsequent to December 31, 2011, the comparability ~~Company gave notice to Senergy Partners LLC that this loan had entered into default as a result~~ of ~~the~~fair ~~Company’s~~value ~~inability~~measurements topresented ~~repay~~and ~~the~~disclosed ~~debt.~~in ~~The~~financial statements ~~Company~~prepared isin ~~currently~~accordance ~~negotiating~~with ~~settlement~~US ofGAAP ~~this~~and ~~loan.~~International ~~(d)~~Financial Reporting OnStandards ~~September 20, 2010, the Company entered into a loan agreement~~ (~~the~~ “~~Loan Agreement~~IFRS”) ~~with Art Brokerage, Inc~~. ~~(“Art~~The ~~Brokerage”),~~amendments ~~pursuant~~in tothis ~~which~~Update ~~Art~~result ~~Brokerage~~in ~~provided~~common fair ~~the~~value ~~Company~~measurement ~~with~~and adisclosure ~~non-revolving~~requirements ~~term loan~~ in ~~the principal amount of $2,400,000 having an interest rate of 5% per annum~~U.S. ~~The~~GAAP ~~loan matures on April 1, 2015~~ and isIFRSs ~~calculated~~ and they ~~compounded~~explain ~~monthly,~~how ~~payable on the 1st day of each calendar month, commencing May 1, 2011. In addition~~ to ~~the~~measure ~~monthly~~fair ~~interest~~value ~~payments,~~and ~~the~~they ~~Company~~do ~~will~~not ~~make~~require ~~monthly~~additional ~~principal~~fair value ~~payments~~measurements inand ~~the~~are ~~amount~~not ofintended ~~$50,000,~~to ~~commencing~~establish onvaluation ~~May~~standards 1,or affect ~~2011~~valuation ~~and~~practices ~~continuing~~outside ~~on the 1st day~~ of ~~each~~financial ~~month until the Company’s indebtedness is repaid in full~~reporting. The ~~loan~~amendments ~~matures~~in this onUpdate ~~April~~apply 1,to ~~2015.~~all Onreporting ~~May~~entities ~~25,~~that ~~2011~~are ~~the~~required ~~Company~~or ~~and~~permitted ~~the creditor agreed~~ to measure ~~amend~~or ~~the~~disclose ~~Loan Agreement to allow~~ the ~~Company~~fair tovalue ~~postpone commencement~~ of ~~the~~an ~~monthly~~asset, ~~principal~~a ~~and interest payments until January 1~~liability, ~~2012.~~or ~~All~~an ~~other~~instrument classified ~~terms~~in ~~and conditions with respect to the Loan Agreement remain unchanged. As~~ a ~~condition~~reporting ofentity’s ~~the~~shareholders’ ~~Loan~~equity ~~Agreement,~~in ~~during~~ the ~~term~~financial statements. ofThe ~~the~~amendments ~~loan,~~in ~~the~~this ~~Company~~Update ~~agreed,~~are ~~among other things,~~ to ~~maintain~~be ~~its~~applied ~~property~~prospectively. ~~assets~~For public ~~and undertakings in good repair~~entities, tothe ~~obtain~~amendments ~~and~~were ~~maintain~~effective ~~all~~for ~~licenses~~interim and ~~permits~~annual ~~necessary~~periods beginning toafter ~~own~~December ~~and operate its assets and agreed not to~~15, ~~without~~2011. ~~the~~The ~~prior~~adoption ~~consent~~ of ~~Art~~this ~~Brokerage,~~standard ~~change~~during ~~its~~the ~~name, change its corporate structure, change its fiscal~~ year ended ~~end,~~December ~~incur further indebtedness~~31, ~~grant~~2012 ~~any~~did ~~liens~~not ~~against~~have ~~its~~a ~~properties~~material orimpact ~~assets~~on ~~unless~~the ~~permitted,~~Company’s financial ~~make any advances or loans to any person, assign or transfer its intellectual property, or permit its unfinanced capital expenditures to exceed $300,000 per annum~~statements.

-2320-

In ~~addition~~June ~~and~~2011, ~~as further security of~~ the ~~Company’s~~FASB ~~indebtedness~~issued ~~under~~Accounting ~~the~~Standards ~~Loan Agreement~~Update 2011-05, ~~the~~“Presentation ~~Company~~of ~~and~~Comprehensive ~~Art~~Income ~~Brokerage~~(Topic ~~entered~~220)”. ~~into~~The aobjective ~~pledge~~of this ~~and~~Update ~~security~~is ~~agreement~~to ~~dated~~improve ~~September~~the 20comparability, ~~2010~~consistency, ~~pursuant~~and totransparency ~~which~~of financial ~~the~~reporting ~~Company~~and ~~agreed~~ to ~~pledge~~increase ~~to Art Brokerage a first priority security interest in all of~~ the ~~shares~~prominence of ~~capital~~items ~~stock~~reported ofin ~~Eskota~~other comprehensive ~~Energy Corporation, the wholly owned subsidiary of the Company, and all proceeds with respect to such stock~~income. InTo ~~connection~~increase ~~with~~ the ~~negotiation~~prominence of ~~the~~items ~~Loan~~reported ~~Agreement~~in ~~with~~other comprehensive ~~Art~~income ~~Brokerage,~~and ~~the Company was required~~ to ~~enter~~facilitate ~~into~~convergence ~~an amendment to its existing loan with Senergy Partners LLC, an affiliate~~ of ~~Art Brokerage~~U.S. ~~Under~~generally ~~the~~accepted accounting ~~terms~~principles ~~of an amendment agreement dated September 15, 2010, entered into by the Company with Senergy Partners LLC~~ (~~“Senergy”~~GAAP), ~~the parties agreed that if~~ and atInternational ~~such~~Financial ~~time~~Reporting ~~Art Brokerage enters into a loan agreement with the Company with respect to a loan of $2~~Standards (IFRS),~~400,000,~~ the ~~existing~~FASB ~~loan~~decided ~~agreement between the parties dated February 13, 2009 providing for up~~ to ~~$1,000,000~~eliminate ~~in principal to~~ the ~~Company~~option ~~(the “Senergy Loan”) would be amended~~ to ~~provide~~present ~~that~~components ~~upon~~of ~~entry~~other comprehensive ~~into~~income ~~the~~as ~~Loan~~part ~~Agreement the outstanding balance~~ of ~~principal and accrued interest under~~ the ~~Senergy~~statement ~~Loan could not exceed a maximum limit~~ of ~~$500,000.~~changes Asin ~~a further condition of the Loan Agreement~~stockholders’ equity, ~~the~~among ~~Company~~other ~~agreed~~amendments toin ~~enter~~this ~~into~~Update. aThe ~~general~~amendments ~~security~~require ~~agreement~~that ~~dated September 20, 2010 creating a security over the Company’s present and after~~all non-~~acquired~~owner ~~personal~~changes ~~property~~in ~~and over the Company~~stockholders’s ~~real~~equity ~~property~~be ~~and~~presented ~~other~~either ~~assets.~~in ~~Subsequent to December 31, 2011, the Company did not commence repayment of the loan as required under the Loan Agreement and the loan entered into default. As~~ a ~~result,~~single continuous ~~the~~statement ~~balance~~ of ~~the~~comprehensive ~~loan~~income isor ~~included~~ in ~~current~~two ~~liabilities~~separate asbut ~~at December 31, 2011~~consecutive statements. The ~~Company~~amendments isin ~~currently negotiating settlement of~~ this ~~loan~~Update ~~with~~should ~~Art~~be ~~Brokerage~~applied retrospectively. ~~(e)~~For public ~~On September 30~~entities, ~~2011,~~ the ~~Company~~amendments ~~entered~~were ineffective tofor afiscal ~~loan~~years, ~~agreement~~and ~~with~~interim periods ~~Bear~~within ~~Lair~~those ~~LLC~~years, abeginning ~~Nevada~~after ~~Corporation~~December 15, ~~to reflect advances made to the Company during fiscal~~ 2011. The ~~loan~~adoption isof this ~~due~~standard induring ~~one~~the year onended ~~September~~December 3031, 2012 ~~and~~did ~~bears~~not nohave ~~interest~~a ~~rate~~material impact oron ~~specific terms of repayment beyond~~ the ~~initial~~Company’s ~~term~~financial statements.

~~Going~~In ~~Concern~~December 2011, the FASB issued Accounting Standards Update 2011-12, “Comprehensive Income (Topic 220)”. The amendments in this Update supersede certain pending paragraphs in Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011—5 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. For public entities, the amendments were effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this standard during the year ended December 31, 2012 did not have a material impact on the Company’s financial statements.

~~The~~Application audited financial statements accompanying this report 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.~~Critical ~~Our~~Accounting 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 December 31, 2011, we had cash of $87 and we estimate that we will require approximately $310,000 for costs associated with our plan of operation and operating expenses over the next twelve months. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $4,079,680, of which $2,757,750 plus accrued interest of $218,200 thereon entered into default subsequent to December 31, 2011. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations. Estimates

~~These~~The ~~circumstances~~financial ~~raise~~statements ~~substantial~~of ~~doubt~~our ~~about~~company ~~our~~have ~~ability to~~been ~~continue~~prepared asin accordance awith ~~going~~generally ~~concern,~~accepted asaccounting ~~described~~principles in the ~~explanatory~~United ~~paragraph~~States. Because toa ~~our independent~~precise ~~auditors’~~determination ~~report~~of onmany ~~the~~assets ~~December~~and 31liabilities is dependent upon future events, ~~2011~~the ~~and~~preparation ~~2010~~of ~~consolidated~~ financial statements for a period necessarily involves the use of estimates which ~~are~~have ~~included~~been ~~with~~made ~~this~~using ~~annual~~careful ~~report~~judgment. The ~~consolidated~~ financial statements dohave, ~~not~~in ~~include~~management’s ~~any~~opinion, ~~adjustments~~been ~~that~~properly ~~might~~prepared ~~result~~within ~~from~~reasonable limits of materiality and within the ~~outcome~~framework of ~~that~~the significant ~~uncertainty.~~accounting policies summarized below:

~~The~~Oil 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~~Gas ~~cash commitments.~~ Leases

~~There~~Costs ~~are~~capitalized, notogether ~~assurances~~with ~~that~~the wecosts ~~will~~of beproduction equipment, ~~able~~are todepleted ~~obtain~~and ~~further funds~~amortized ~~required~~on ~~for~~the ~~our~~unit-of-production ~~continued~~method ~~operations.~~based Weon the ~~are~~estimated ~~pursuing~~net ~~various~~proved ~~financing~~reserves, as determined by independent petroleum ~~alternatives~~engineers. toThe ~~meet~~percentage ~~our~~of ~~immediate~~total ~~and~~reserve ~~long-term~~volumes ~~financial~~produced ~~requirements.~~during ~~There~~the year is ~~can~~multiplied beby nothe ~~assurance~~net ~~that~~capitalized ~~additional~~investment ~~financing~~plus ~~will~~future beestimated ~~available~~development costs toin usthose ~~when needed~~reserves. ~~or,~~Costs ifof ~~available,~~acquiring ~~that~~and itevaluating ~~can~~unproved beproperties are ~~obtained~~initially onexcluded ~~commercially~~from ~~reasonable terms~~depletion calculations. IfThese weunevaluated properties are ~~not~~assessed ~~able~~periodically to ~~obtain~~ascertain ~~the~~whether ~~additional~~an ~~financing~~impairment onhas aoccurred. ~~timely basis,~~When weproved ~~will~~reserves beare ~~forced~~assigned or the property is considered to ~~scale~~be ~~down~~impaired, orthe cost ~~perhaps~~of ~~even~~the ~~cease~~property or the ~~operation~~amount of ~~our~~the impairment is added to costs subject ~~business~~to depletion calculations.

Under full cost accounting rules, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum of: (i) the after tax present value of estimated future net revenues computed by applying a 12-~~24-~~month average price of oil and gas reserves to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized; and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not be reinstated for any subsequent increase in the cost center ceiling.

~~Future Financings~~ -21-

AsEstimates of ~~December~~undiscounted ~~31,~~future ~~2011, we had~~ cash offlows ~~$87 and we estimate~~ that we ~~will~~use ~~require approximately $310,000~~ for ~~costs associated with our~~ ~~business~~conducting ~~operations~~impairment ~~over~~tests ~~the~~are ~~next~~subject ~~twelve~~to ~~months.~~significant ~~Accordingly~~judgment wedecisions ~~do not have~~based ~~sufficient~~on ~~funds~~assumptions ~~for~~of ~~planned~~highly ~~operations~~uncertain ~~and~~future wefactors ~~will~~such beas, ~~required~~crude tooil ~~raise~~and natural ~~additional~~gas ~~funds for operations. Subsequent to December 31~~prices, ~~2011,~~production ~~we received $149~~quantities,~~716~~ ~~pursuant~~estimates toof ~~two~~recoverable ~~promissory notes. These notes mature on November 4~~reserves, ~~2012.~~ ~~We anticipate continuing to rely on equity sales of our common shares or~~and ~~shareholder~~production ~~loans~~and intransportation ~~order to continue to fund our business operations~~costs. ~~Issuances~~ ofGiven ~~additional~~the ~~shares~~significant ~~will~~assumptions ~~result in dilution to our existing~~required ~~stockholders.~~and ~~There~~the isstrong nopossibility ~~assurance~~ that weactual ~~will~~future ~~achieve~~factors ~~any~~will ~~additional~~differ, ~~sales~~we ofconsider ~~our~~the ~~equity~~impairment ~~securities~~test orto ~~arrange~~be ~~for~~a ~~debt~~critical oraccounting ~~other financing to fund our planned activities~~procedure.

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~has not recognized any revenue from its oil and gas exploration activities. The Company has performed evaluations of its capitalized expenditures relating to oil and gas exploration during the years ended December 31, 2012 and 2011. As a result of these evaluations, management noted that the estimated future cash flows associated with the oil and gas leases were not sufficient to realize the capitalized expenditures relating to oil and gas exploration at December 31, 2012 and 2011. Consequently, all of the Company’s remaining oil and gas interests have been written down to $Nil as at December 31, 2012.

WeDerivative 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.Liability

~~Employees~~Our convertible debenture included an embedded conversion option which was required to be accounted for as separate derivative liability. This liability, prior to its extinguishment, was required to be measured at its fair value. Any increase or decrease in the fair value was recorded in results of operations as change in fair value of derivative liabilities. In determining the appropriate fair value, we used the binomial pricing model.

WeStock ~~currently~~based ~~have no employees, 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.~~ compensation

~~New~~Management ~~Accounting~~has ~~Pronouncements~~made 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, all of our stock option grants have been to non-employees. Increases in our share price will likely result in increased stock option compensation expense. 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 since all grants are to non-employees. These estimates involve inherent uncertainties and the application of management judgment.

InThese ~~May~~accounting ~~2011,~~policies ~~the~~are ~~FASB~~applied ~~issued~~consistently ~~Accounting~~for ~~Standards Update~~all ~~2011-04,~~years ~~“Fair Value Measurement (Topic 820)”. This Update will improve the comparability of fair value measurements~~ presented ~~and disclosed in financial statements prepared in accordance with US GAAP and International Financial Reporting Standards (“IFRS”)~~. ~~The~~Our ~~amendments~~operating inresults ~~this~~would ~~Update~~be ~~result~~affected inif ~~common fair~~other ~~value measurement and disclosure requirements in U.S. GAAP and IFRSs and~~alternatives ~~they~~were explain how to measure fair value and they do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reportingused. ~~The~~Information ~~amendments~~about ~~in this Update apply to all reporting entities that are required or permitted to measure or disclose~~ the ~~fair~~impact ~~value~~on ofour anoperating ~~asset,~~results ais ~~liability,~~included ~~or an instrument classified~~ in ~~a reporting entity’s shareholders’ equity in~~ the ~~financial statements.~~notes ~~The amendments in this Update are~~ to beour applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The Company is currently evaluating the impact of this update on the financial statements.

~~In June 2011, the FASB issued Accounting Standards Update 2011~~-05, “Presentation of Comprehensive Income (Topic 220)”. The objective of this Update is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this Update. The amendments require that all non22-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact of this update on the financial statements.

InITEM ~~December 2011, the FASB issued Accounting Standards Update 2011-12, “Comprehensive Income (Topic 220)”~~8. ~~The~~FINANCIAL ~~amendments~~STATEMENTS inAND ~~this~~SUPPLEMENTARY Update supersede certain pending paragraphs in Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011—5 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive incomeDATA. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact of this update on the financial statements.

-2523-

~~Application~~Consolidated ofFinancial ~~Critical Accounting Estimates~~Statements

~~The~~Maverick ~~financial~~Minerals ~~statements of our company have been prepared in~~Corporation ~~accordance~~ (An ~~with~~Exploration ~~generally accepted accounting principles in the United States.~~Stage ~~Because~~ Company) 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:

~~Oil~~December ~~and~~31, ~~Gas~~2012 ~~Leases~~and 2011

~~Costs~~(Expressed 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~~United ~~reserves.~~States 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. dollars)

Under full cost accounting rules, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum of: (i) the after tax present value of estimated future net revenues computed by applying a 12-month average price of oil and gas reserves to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized; and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not be reinstated for any subsequent increase in the cost center ceiling.

	Tel: 604 688 5421	BDO Canada LLP
	Fax: 604 688 5132	600 Cathedral Place
	www.bdo.ca	925 West Georgia Street
		Vancouver BC V6C 3L2 Canada

~~Estimates~~REPORT ofOF ~~undiscounted~~INDEPENDENT ~~future~~REGISTERED ~~cash~~PUBLIC ~~flows~~ACCOUNTING ~~that~~FIRM 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.

~~The~~To ~~Company has not recognized any revenue from its oil and gas exploration activities. The Company has performed evaluations of its capitalized expenditures relating to oil and gas exploration during~~ the ~~years~~Directors ~~ended December 31, 2011~~ and ~~2010. As a result of these evaluations~~Stockholders, ~~management~~Maverick ~~noted~~Minerals ~~that~~Corporation ~~the estimated~~(an ~~future~~Exploration ~~cash~~Stage ~~flows associated with the oil and gas leases were not sufficient to realize the capitalized expenditures relating to oil and gas exploration at December 31, 2011 and 2010. In addition the~~ Company has also considered the current market conditions in the evaluation of the Farmout acreage for impairment. Based on these evaluations, during the year ended December 31, 2011, the Company wrote down its capitalized expenditures on oil and gas exploration by $955,274 (2010 - $2,905,409).

~~-26-~~We have audited the accompanying consolidated balance sheets of Maverick Minerals Corporation. (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity (capital deficit) for the years then ended and for the period from April 21, 2003 (date of inception) to December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Asset~~We ~~Retirement~~conducted ~~Obligations~~our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In ~~accordance~~our ~~with ASC 410~~opinion, ~~Asset Retirement and Environmental Obligations~~ the ~~fair~~consolidated ~~value~~financial ofstatements anreferred to ~~asset~~above ~~retirement~~present ~~cost~~fairly, ~~and~~in ~~corresponding liability,~~all ~~should~~material berespects, ~~recorded as part of~~ the ~~cost~~financial ofposition ~~the related long-lived~~of ~~asset~~ Maverick ~~and~~Minerals ~~subsequently~~Corporation ~~allocated~~Corp. toat ~~expense~~December ~~using~~31, a2012 ~~systematic~~ and ~~rational method. At least annually~~2011, ~~the~~and ~~Company will reassess~~ the ~~obligation to determine~~ ~~whether~~ results aof ~~change~~its inoperations ~~any~~and ~~estimated~~its ~~obligation is necessary. The Company will evaluate whether there are indicators that suggest the estimated~~ cash flows ~~underlying~~ for the ~~obligation~~years ~~have~~then ~~materially~~ended ~~changed.~~and ~~Should those indicators~~for ~~suggest~~ the ~~estimated~~period ~~obligation~~from ~~has~~April ~~materially~~21, ~~changed~~2003 ~~the~~(date ~~Company~~of ~~will accordingly~~inception) ~~update~~to ~~its~~December ~~assessment. The asset retirement obligation is measured at fair value on a non-recurring basis using level 3 inputs based on discounted cash flows involving estimates~~31, ~~assumptions~~2012, ~~and judgments regarding the cost,~~in ~~timing~~ conformity ofwith ~~settlement,~~accounting ~~credit-adjusted~~principles ~~risk-free~~generally ~~rate~~accepted ~~and~~in ~~inflation~~the ~~rates~~United States.

~~Stock~~The ~~based~~accompanying ~~compensation~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had a working capital deficit of $405,319 at December 31, 2012, had incurred a net loss of $2,697,662 for the year then ended and had an accumulated deficit of $14,743,525. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management has made 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~~BDO ~~Sheet.~~Canada 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, all of our stock option grants have been to non-employees. Increases in our share price will likely result in increased stock option compensation expense. 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 since all grants are to non-employees. These estimates involve inherent uncertainties and the application of management judgment. LLP

~~These~~Chartered ~~accounting~~Accountants 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.

~~-27-~~Vancouver, Canada

~~ITEM~~March 8.27, ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~2013

28BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

	Tel: 604 688 5421	BDO Canada LLP
	Fax: 604 688 5132	600 Cathedral Place
	www.bdo.ca	925 West Georgia Street
		Vancouver BC V6C 3L2 Canada

Maverick Minerals Corporation

(An Exploration Stage Company)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consolidated Balance Sheets

As at December 31,		(Expressed in United States Dollars)
		2012			2011


Current Assets
Cash	$	17,553		$	87

Long Term assets
Advances to related party (Note 8)		-			43,826
Oil & Gas leases (Note 3)		-			12,981
Mineral properties (Note 4)		25,000			-
TOTAL ASSETS	$	42,553		$	56,894



Current Liabilities
Accounts payable and accrued liabilities (Note 8)	$	170,583		$	204,329
Accrued interest on loans payable (Note 8)		-			248,341
Convertible debt (Note 6)		124,789			116,767
Loans payable (Note 5)		127,500			3,510,243
TOTAL LIABILITIES		422,872			4,079,680


Capital Deficit
Capital Stock (Note 9)
Authorized: 750,000,000 common shares at $0.001 par value
Issued and fully paid 16,041,674 (2011 – 12,152,617) common shares Par value 100,000,000 preferred shares at $0.001 par value		16,042			12,153
Issued and fully paid Nil (2011 - Nil) preferred shares Par value		-			-
Additional paid-in capital		14,346,291			8,010,051
Deficit, accumulated during the exploration stage		(14,743,525	)		(12,045,863	)
Accumulated other comprehensive income		873			873
TOTALSTOCKHOLDERS EQUITY (CAPITAL DEFICIT)		(380,319	)		(4,022,786	)
TOTAL LIABILITIES AND CAPITAL DEFICIT	$	42,553		$	56,894

ToThe ~~the~~accompanying ~~Directors~~notes ~~and~~are ~~Stockholders,~~an ~~Maverick~~integral ~~Minerals~~part ~~Corporation~~of ~~(an~~these ~~Exploration Stage Company)~~financial statements

~~We have audited the accompanying consolidated balance sheets of~~ Maverick Minerals Corporation (~~the~~An ~~“Company”) (an~~ Exploration Stage Company) as of December 31, 2011 and 2010 and the related consolidated statements of operations and comprehensive loss, cash flows and changes in shareholders’ equity (capital deficit) for the years then ended and for the period from April 21, 2003 (Date of Inception) to December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

WeConsolidated ~~conducted~~Statements ~~our audits in accordance with the standards~~ of ~~the Public~~Operations ~~Company Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform an audit to obtain reasonable assurance about~~Comprehensive whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Loss

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Maverick Minerals Corporation as of December 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended and for the period from April 21, 2003 (~~Date~~Expressed ~~of Inception) to December 31, 2011~~ in ~~conformity with accounting principles generally accepted in the~~ United States ~~of America.~~Dollars)

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had an accumulated deficit of $12,045,863 at December 31, 2011 and incurred a net loss of $1,509,589 for the year then ended. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

								Cumulative From
								Date of Inception
								(April 21, 2003)
		Year Ended December 31,						to December 31
		2012			2011			2012
General and administration expenses
Audit fees	$	65,291		$	119,060		$	574,839
Freight		-			-			7,600
Insurance		-			-			186,297
Accounting, legal, engineering & consulting,
investor relations		20,442			41,229			574,430
Management fees and stock based compensation
(Notes 8 and 10)		180,000			273,250			3,114,839
Office		1,306			2,985			78,363
Rent		2,272			-			2,272
Telephone and utilities		-			-			83,059
Transfer agent fees		14,133			7,095			54,748
Travel		19,339			44,460			316,630
Wages and benefits		-			-			86,588
Write down on oil and gas leases (Note 3)		12,981			830,274			3,748,664
Gain on disposal of assets		-			-			(795,231	)
Loss from operations		(315,764	)		(1,318,353	)		(8,033,098	)
Other income (expenses)
Interest expense		(117,934	)		(188,133	)		(440,182	)
Loss on settlement of loan payable		-			(500	)		(3,458,690	)
Financing fees (Notes 6 and 8)		(2,269,106	)		-			(2,269,106	)
Change in fair value of derivative liability (Note 7)		1,974			-			1,974
Gain (loss) on foreign exchange		3,168			(2,603	)		(12,954	)
Gain on write-off of payables		-			-			618,231
		(2,381,898	)		(191,236	)		(5,560,727	)
Loss from continuing operations		(2,697,662	)		(1,509,589	)		(13,593,825	)

Loss from discontinued operations		-			-			(1,149,700	)
Net Loss		(2,697,662	)		(1,509,589	)		(14,743,525	)
Other comprehensive income
Foreign currency translation adjustments		-			-			873
Comprehensive loss	$	(2,697,662	)	$	(1,509,589	)	$	(14,742,652	)

Loss per share - basic and diluted		($0.21	)		($0.13	)
Weighted average shares outstanding – basic and diluted		12,996,024			11,758,672

~~/s/~~The ~~BDO~~accompanying ~~Canada~~notes ~~LLP~~are ~~Chartered~~an ~~Accountants~~integral ~~Vancouver,~~part ~~Canada~~of ~~July~~these ~~25, 2012~~financial statements

Maverick Minerals Corporation (An Exploration Stage Company) ~~Consolidated Balance Sheets (Expressed in U.S. Dollars)~~

		December 31			December 31
		2011			2010
Current Assets
Cash	$	87		$	64,767
Long Term assets
Advances to related party (Note 6)		43,826			43,614
Oil & Gas leases (Note 3)		12,981			1,013,468
TOTAL ASSETS	$	56,894		$	1,121,849
Current Liabilities
Accounts payable and accrued liabilities (Note 6)	$	204,329		$	144,327
Accrued interest on loans payable (Note 6)		248,341			68,209
Convertible debt (Note 5)		116,767			108,767
Loans payable (Note 4)		3,510,243			1,049,743
TOTAL CURRENT LIABILITIES		4,079,680			1,371,046
Long term liabilities
Loans payable (Note 4)		-			2,357,750
Asset retirement obligation (Note 10)		-			50,000
TOTAL LIABILITIES		4,079,680			3,778,796
Capital Deficit
Capital Stock (Note 7)
Authorized:
750,000,000 common shares at $0.001 par value
Issued and fully paid 12,152,617 (2010 - 11,602,617) common shares
Par value		12,153			11,603
100,000,000 preferred shares at $0.001 par value
Issued and fully paid Nil (2009 - Nil) preferred shares
Par value		-			-
Additional paid-in capital		8,010,051			7,616,851
Shares to be issued (Note 7)		-			250,000
Deficit, accumulated during the exploration stage		(12,045,863	)		(10,536,274	)
Accumulated other comprehensive income		873			873
TOTALSTOCKHOLDERS EQUITY (CAPITAL DEFICIT)		(4,022,786	)		(2,656,947	)
TOTAL LIABILITIES AND CAPITAL DEFICIT	$	56,894		$	1,121,849

Consolidated Statements of Cash Flows

~~The~~(Expressed ~~accompanying~~in ~~notes~~United ~~are~~States ~~an integral part of these financial statements~~ Dollars)

F-1

								Cumulative From
								Date of Inception
								(April 21, 2003)
		Year Ended December 31,						to December 31
		2012			2011			2012
Operating Activities
Loss for the period	$	(2,697,662	)	$	(1,509,589	)	$	(14,743,525	)
Items not involving cash:
Impairment of investment in oil and gas leases		12,981			830,274			4,168,623
Gain on disposal of assets		-			-			(933,995	)
Gain on liabilities write-off		-			-			(618,231	)
Stock based compensation		-			93,250			1,925,380
Depreciation		-			-			277,578
Shares issued for services		-			-			105,000
Interest accrued on convertible debt		9,876			8,000			26,643
Unrealized foreign exchange		692			-			692
Loss on settlement of loan payable		-			500			3,458,690
Financing expense		2,269,106			-			2,269,106
Change in fair value of derivative liability		(1,974	)		-			(1,974	)
Changes in non-cash working capital items:
Advances to related party		43,826			(212	)		-
Accrued interest		108,007			180,132			352,554
Accounts payable		(33,746	)		60,002			1,742,382
Cash used in operating activities		(288,894	)		(337,643	)		(1,971,077	)

Investing Activities
Investment in oil and gas leases		-			(12,525	)		(2,428,296	)
Proceeds from the sale of working interests		-			-			650,000
Prepaids and deposits on oil and gas leases		-			-			(2,000,565	)
Refund on oil and gas leases		-			75,000			75,000
Proceeds from sale of oil and gas supplies		-			57,738			57,738
Purchase of property and equipment		-			-			(311,367	)
Cash provided by (used in) investing activities		-			120,213			(3,957,490	)

Financing Activities
Proceeds on shares to be issued		-			-			303,850
Debt settlement		-			-			35,625
Repayments of loans payable		-			-			(70,000	)
Proceeds from loans payable and convertible debt
issuances		306,360			152,750			5,675,772
Cash provided by financing activities		306,360			152,750			5,945,247

Increase in cash during the period		17,466			(64,680	)		16,680
Effect of cumulative currency translation		-			-			873
Cash, beginning of the period		87			64,767			-
Cash, end of the period	$	17,553		$	87		$	17,553

Maverick Minerals Corporation (An Exploration Stage Company) ~~Consolidated Statements of Operations and Comprehensive Loss (Expressed in U.S. Dollars)~~

								Cumulative From
								Date of Inception
		Year Ended						(April 21, 2003)
		December 31						to December 31
		2011			2010			2011
General and administration expenses
Audit fees	$	119,060		$	77,823		$	509,548
Freight		-			-			7,600
Insurance		-			-			186,297
Accounting, legal, engineering & consulting, investor
relations		41,229			218,666			553,988
Management fees and stock based compensation
(Notes 6 and 8)		273,250			1,704,750			2,934,839
Office		2,985			13,156			77,057
Telephone and utilities		-			-			83,059
Transfer agent fees		7,095			10,620			40,615
Travel		44,460			45,139			297,291
Wages and benefits		-			-			86,588
Write down on oil and gas leases (Note 3)		830,274			2,905,409			3,735,683
Gain on disposal of assets		-			-			(795,231	)
Loss from operations		(1,318,353	)		(4,975,563	)		(7,717,334	)
Other income (expenses)
Interest expense		(188,133	)		(73,181	)		(322,248	)
Loss on settlement of loan payable (Note 7)		(500	)		(254,090	)		(3,458,690	)
Gain (Loss) on foreign exchange		(2,603	)		(3,211	)		(16,122	)
Gain on write-off of payables		-			5,858			618,231
		(191,236	)		(324,624	)		(3,178,829	)
Loss from continuing operations		(1,509,589	)		(5,300,187	)		(10,896,163	)
Loss from discontinued operations		-			-			(1,149,700	)
Loss for the year		(1,509,589	)		(5,300,187	)		(12,045,863	)
Other Comprehensive Income
Foreign currency translation adjustments		-			-			873
Comprehensive Loss	$	(1,509,589	)	$	(5,300,187	)	$	(12,044,990	)
Loss per share - basic and diluted		($0.13	)		($0.49	)
Weighted average shares outstanding - basic and diluted		11,758,672			10,878,568

Consolidated Statements of Cash Flows

~~The~~(Expressed ~~accompanying~~in ~~notes~~United ~~are~~States ~~an integral part of these financial statements~~ Dollars)

F-2

							Cumulative From
							Date of Inception
							(April 21, 2003)
		Year Ended December 31,					to December 31
		2012		2011			2012
Supplemental Cash Flow information:
Interest paid	$	-	$	-		$	35,000
Income taxes paid		-		-			-
Non-cash investing and financing activities:
Impairment in oil and gas leases		-		-			419,959
Investment in oil and gas leases in exchange for notes payable to Veneto		-		-			1,455,000
Shares issued for acquisition of mineral property interests		25,000		-			25,000
Transfer of leases in settlement of notes payable		-		-			1,455,000
Assignment of accounts payable from transfer of leases		-		-			193,764
Settlement of loan payable		-		50,000			1,481,469
Forgiveness of related party balances payable		-		-			1,027,791
Forgiveness of loan payable		-		-			311,400
Shares issued for property services		-		-			210,000
Exchange of accounts payable for convertible debt		-		-			100,000
Shares issued for data purchase		-		-			367,500
Shares issued on conversion of debt		781,038		-			818,451
Financing fee contributed by a principal stockholder		1,790,000		-			1,790,000
Shares issued for settlement of loans payable		3,744,091		-			3,744,091
Asset retirement obligations	$	-	$	(50,000	)	$	-

~~Maverick~~The ~~Minerals~~accompanying ~~Corporation~~notes ~~(An~~are ~~Exploration~~an ~~Stage~~integral ~~Company)~~part ~~Consolidated Statements~~ of ~~Cash~~these ~~Flows (Expressed in U.S. Dollars)~~financial statements

								Cumulative From
								Date of Inception
		Year Ended						(April 21, 2003)
		December 31						to December 31
		2011			2010			2011
Operating Activities
Loss for the year	$	(1,509,589	)	$	(5,300,187	)	$	(12,045,863	)
Adjustments to reconcile Loss for the year
to cash flows used in operating activities
Impairment of investment in oil and gas leases		830,274			2,905,409			4,155,642
Gain on disposal of assets		-			-			(933,995	)
Gain on liabilities write-off		-			(5,858	)		(618,231	)
Stock based compensation		93,250			1,592,250			1,925,380
Depreciation		-			-			277,578
Shares issued for services		-			-			105,000
Interest accrued on convertible debt		8,000			8,000			16,767
Loss on settlement of loan payable		500			254,090			3,458,690
Changes in non-cash working capital items
Advances to related party		(212	)		(43,614	)		(43,826	)
Accrued interest		180,132			65,182			244,547
Accounts payable		60,002			58,160			1,776,128
Cash used in operating activities		(337,643	)		(466,568	)		(1,682,183	)
Investing Activities
Investment in oil and gas leases		(12,525	)		(1,579,617	)		(2,428,296	)
Proceeds from the sale of working interests		-			650,000			650,000
Prepaids and deposits on oil and gas leases		-			(2,000,565	)		(2,000,565	)
Refund on oil and gas leases		75,000			-			75,000
Proceeds from sale of oil and gas supplies		57,738			-			57,738
Purchase of property and equipment		-			-			(311,367	)
Cash used in investing activities		120,213			(2,930,182	)		(3,957,490	)
Financing Activities
Proceeds on shares to be issued		-			250,000			303,850
Debt settlement		-			-			35,625
Repayments of loans payable		-			-			(70,000	)
Proceeds from loans payable		152,750			3,205,493			5,369,412
Cash provided by financing activities		152,750			3,455,493			5,638,887
Increase in cash during the year		(64,680	)		58,743			(786	)
Effect of cumulative currency translation		-			-			873
Cash, beginning of the year		64,767			6,024			-
Cash, end of the year	$	87		$	64,767		$	87

Maverick Minerals Corporation
(An Exploration Stage Company)

~~F-3~~Statement of Changes in Stockholders’ Equity (Capital Deficit)

~~Maverick~~For ~~Minerals~~the ~~Corporation~~period ~~(An~~from ~~Exploration~~Date ~~Stage~~of ~~Company)~~Inception ~~Consolidated~~on ~~Statements~~April of21, ~~Cash~~2003 ~~Flows~~to December 31, 2012 (Expressed in ~~U.S.~~United States Dollars)

								Cumulative From
											Shares to be					Accumulated
								Date of Inception
		Number of			Par Value			Additional			Issued					Other
		Year Ended						(April 21, 2003)
		Common			@$0.001 Per			Paid-in			(Subscriptions		Accumulated			Comprehensive Total		Capital
		December 31						to December 31
		Shares			Share			Capital			Receivable)		Deficit			Loss		Deficit
		2011			2010			2011
Balance, April 21, 2003		10		$	-		$	-		$	-	$	-		$	-	$	-
Supplemental Cash Flow information:
Adjustment for the issuance of common stock on recapitalization		3,758,040			3,758			(3,758	)		-		-			-		-
Interest paid	$	-		$	-		$	35,000
		3,758,050			3,758			(3,758	)		-		-			-		-
Income taxes paid		-			-			-
Adjustment to capital deficit of the Company at the recapitalization date		417,603			418			(945,307	)		-		-			-		(944,889	)
Non-cash investing and financing activities:
		4,175,653			4,176			(949,065	)		-		-			-		(944,889	)
Impairment in oil and gas leases		-			-			419,959
Shares issued for management services (Note 9)		150,000			150			104,850			-		-			-		105,000
Investment in oil and gas leases in exchange for notes payable to Veneto		-			-			1,455,000
Currency translation adjustment		-			-			-			-		-			873		873
Transfer of leases in settlement of notes payable		-			-			1,455,000
Net loss for the period		-			-			-			-		(626,985	)		-		(626,985	)
Assignment of accounts payable from transfer of leases		-			-			193,764
Balance, December 31, 2003		4,325,653			4,326			(844,215	)		-		(626,985	)		873		(1,466,001	)
Settlement of loan payable		50,000			762,269			1,531,469
Shares issued for cash (Note 9)		1,000,000			1,000			24,000			-		-			-		25,000
Forgiveness of related party balances payable		-			-			1,027,791
Shares subscribed but unissued		-			27,500			-			-		-			-		27,500
Forgiveness of loan payable		-			-			311,400
Forgiveness of related party balances payable		-			-			1,027,791			-		-			-		1,027,791
Shares issued for property services		-			-			210,000
Net income for the year		-			-			-			-		71,698			-		71,698
Exchange of accounts payable for convertible debt		-			-			100,000
Balance, December 31, 2004		5,325,653			32,826			207,576			-		(555,287	)		873		(314,012	)
Shares issued for data purchase		-			367,500			367,500
Shares subscribed but unissued		-			(27,500	)		-			-		-			-		(27,500	)
Shares issued on conversion of debt		-			35,625			35,625
Shares issued for cash (Note 9)		2,750,000			2,750			24,750			-		-			-		27,500
Shares issued for accrued interest on conversion of debt		-			1,788			1,788
Cancellation of shares (Note 9)		(5,437,932	)		(5,438	)		5,438			-		-			-		-
Asset retirement obligations		(50,000	)		50,000
Compensation expense on share cancellation (Note 9)		-			-			44,720			-		-			-		44,720
Shares issued for loan payable settlement (Note 9)		89,500			90			125,211			-		-			-		125,300
Shares issued for cash (Note 9)		7,500			8			743			-		-			-		750
Stock based compensation		-			-			140,438			-		-			-		140,438
Net loss for the year		-			-			-			-		(1,036,098	)		-		(1,036,098	)
Balance, December 31, 2005		2,734,721		$	2,735		$	548,875		$	-	$	(1,591,385	)	$	873	$	(1,038,902	)

~~The~~Maverick ~~accompanying~~Minerals ~~notes~~Corporation (An ~~are~~Exploration ~~an integral part of these financial~~Stage ~~statements~~ Company)

~~F-4~~Statement of Changes in Stockholders’ Equity (Capital Deficit)

~~Maverick Minerals Corporation (An Exploration Stage Company) Statement of Changes in Stockholders' Equity (Capital Deficit)~~ For the ~~Period~~period from Date of Inception on April 21, 2003 to December 31, ~~2011~~2012 (Expressed in ~~U.S.~~United States Dollars)

										Shares to be						Accumulated
	Number of			Par Value			Additional			Issued						Other
	Common			@$0.001 Per			Paid-in			(Subscriptions			Accumulated			Comprehensive		Total Capital
	Shares			Share			Capital			Receivable)			Deficit			Loss		Deficit
Balance, April 21, 2003	10		$	-		$	-		$	-		$	-		$	-	$	-
Adjustment for the issuance of common stock on recapitalization	3,758,040			3,758			(3,758	)		-			-			-		-
	3,758,050			3,758			(3,758	)		-			-			-		-
Adjustment to capital deficit of the Company at the recapitalization date	417,603			418			(945,307	)		-			-			-		(944,889	)
	4,175,653			4,176			(949,065	)		-			-			-		(944,889	)
Shares issued for management services (Note 7)	150,000			150			104,850			-			-			-		105,000
Currency translation adjustment	-			-			-			-			-			873		873
Net loss for the period	-			-			-			-			(626,985	)		-		(626,985	)
Balance, December 31, 2003	4,325,653			4,326			(844,215	)		-			(626,985	)		873		(1,466,001	)
Shares issued for cash (Note 7)	1,000,000			1,000			24,000			-			-			-		25,000
Shares subscribed but unissued	-			27,500			-			-			-			-		27,500
Forgiveness of related party balances payable	-			-			1,027,791			-			-			-		1,027,791
Net income for the year	-			-			-			-			71,698			-		71,698
Balance, December 31, 2004	5,325,653			32,826			207,576			-			(555,287	)		873		(314,012	)
Shares subscribed but unissued	-			(27,500	)		-			-			-			-		(27,500	)
Shares issued for cash (Note 7)	2,750,000			2,750			24,750			-			-			-		27,500
Cancellation of shares (Note 7)	(5,437,932	)		(5,438	)		5,438			-			-			-		-
Compensation expense on share cancellation (Note 7)	-			-			44,720			-			-			-		44,720
Shares issued for loan payable settlement (Note 7)	89,500			90			125,211			-			-			-		125,300
Shares issued for cash (Note 7)	7,500			8			743			-			-			-		750
Stock based compensation	-			-			140,438			-			-			-		140,438
Net loss for the year	-			-			-			-			(1,036,098	)		-		(1,036,098	)
Balance, December 31, 2005	2,734,721		$	2,735		$	548,875		$	-		$	(1,591,385	)	$	873	$	(1,038,902	)
Shares issued for cash (Note 9)	6,000			6			594			(600	)		-			-		-
Stock based compensation	-			-			11,401			-			-			-		11,401
Net loss for the year	-			-			-			-			(128,774	)		-		(128,774	)
Balance, December 31, 2006	2,740,721			2,741			560,870			(600	)		(1,720,159	)		873		(1,156,275	)
Net loss for the year	-			-			-			-			(192,410	)		-		(192,410	)
Balance, December 31, 2007	2,740,721			2,741			560,870			(600	)		(1,912,569	)		873		(1,348,685	)
Share subscriptions paid (Note 9)	-			-			-			600			-			-		600
Net income for the year	-			-			-			-			109,951			-		109,951
Balance, December 31, 2008	2,740,721			2,741			560,870			-			(1,802,618	)		873		(1,238,134	)
Cancellation of shares (Note 9)	-2,000,000			-2,000			2,000			-			-			-		-
Shares issued for loan payable settlement (Note 9)	8,950,000			8,950			3,571,050			-			-			-		3,580,000
Shares issued for loan payable settlement (Note 9)	436,000			436			217,564			-			-			-		218,000
Shares issued for consulting services (Note 9)	350,000			350			209,650			-			-			-		210,000
Stock based compensation	-			-			43,321			-			-			-		43,321
Net loss for the year	-			-			-			-			(3,433,469	)		-		(3,433,469	)
Balance, December 31, 2009	10,476,721		$	10,477		$	4,604,455		$	-		$	(5,236,087	)	$	873	$	(620,282	)

~~F-5~~Maverick Minerals Corporation (An Exploration Stage Company)

~~Maverick Minerals Corporation (An Exploration Stage Company)~~ Statement of Changes in Stockholders'’ Equity (Capital Deficit) ~~For the Period from Date of Inception on April 21, 2003 to December 31, 2011 (Expressed in U.S. Dollars)~~

							Shares to be						Accumulated
	Number of		Par Value		Additional		Issued						Other
	Common		@$0.001 Per		Paid-in		(Subscriptions			Accumulated			Comprehensive		Total Capital
	Shares		Share		Capital		Receivable)			Deficit			Loss		Deficit
Balance, December 31, 2005	2,734,721	$	2,735	$	548,875	$	-		$	(1,591,385	)	$	873	$	(1,038,902	)
Shares issued for cash (Note 7)	6,000		6		594		(600	)		-			-		-
Stock based compensation	-		-		11,401		-			-			-		11,401
Net loss for the year	-		-		-		-			(128,774	)		-		(128,774	)
Balance, December 31, 2006	2,740,721		2,741		560,870		(600	)		(1,720,159	)		873		(1,156,275	)
Net loss for the year	-		-		-		-			(192,410	)		-		(192,410	)
Balance, December 31, 2007	2,740,721		2,741		560,870		(600	)		(1,912,569	)		873		(1,348,685	)
Share subscriptions paid (Note 7)	-		-		-		600			-			-		600
Net income for the year	-		-		-		-			109,951			-		109,951
Balance, December 31, 2008	2,740,721		2,741		560,870		-			(1,802,618	)		873		(1,238,134	)
Cancellation of shares (Note 7)	-2,000,000		-2,000		2,000		-			-			-		-
Shares issued for loan payable settlement (Note 7)	8,950,000		8,950		3,571,050		-			-			-		3,580,000
Shares issued for loan payable settlement (Note 7)	436,000		436		217,564		-			-			-		218,000
Shares issued for consulting services (Note 7)	350,000		350		209,650		-			-			-		210,000
Stock based compensation (Note 8)	-		-		43,321		-			-			-		43,321
Net loss for the year	-		-		-		-			(3,433,469	)		-		(3,433,469	)
Balance, December 31, 2009	10,476,721	$	10,477	$	4,604,455	$	-		$	(5,236,087	)	$	873	$	(620,282	)

For the period from Date of Inception on April 21, 2003 to December 31, 2012

(Expressed in United States Dollars)

F-6

							Shares to be						Accumulated
	Number of		Par Value		Additional		Issued						Other
	Common		@$0.001 Per		Paid-in		(Subscriptions			Accumulated			Comprehensive		Total Capital
	Shares		Share		Capital		Receivable)			Deficit			Loss		Deficit
Balance, December 31, 2009	10,476,721	$	10,477	$	4,604,455	$	-		$	(5,236,087	)	$	873	$	(620,282	)
Shares issued upon conversion of debt (Note 9)	49,925		50		37,363		-			-			-		37,413
Shares issued for loan payable settlement (Note 9)	725,971		726		1,015,633		-			-			-		1,016,359
Shares issued for data purchase (Note 9)	350,000		350		367,150		-			-			-		367,500
Stock based compensation	-		-		1,592,250		-			-			-		1,592,250
Shares to be issued (Note 9)	-		-		-		250,000			-			-		250,000
Net loss for the year	-		-		-		-			(5,300,187	)		-		(5,300,187	)
Balance, December 31, 2010	11,602,617		11,603		7,616,851		250,000			(10,536,274	)		873		(2,656,947	)
Shares issued for cash (Note 9)	500,000		500		249,500		(250,000	)		-			-		-
Shares issued for loan payable settlement (Note 9)	50,000		50		50,450		-			-			-		50,500
Stock based compensation (Note 10)	-		-		93,250		-			-			-		93,250
Net loss for year	-		-		-		-			(1,509,589	)		-		(1,509,589	)
Balance, December 31, 2011	12,152,617		12,153		8,010,051		-			(12,045,863	)		873		(4,022,786	)
Shares issued for acquisition of mineral property interest (Note 4)	100,000		100		24,900		-			-			-		25,000
Shares issued for settlement of loans payable (Note 5)	750,000		750		3,743,341		-			-			-		3,744,091
Financing fee contributed by a principal stockholder (Note 8)	-		-		1,790,000		-			-			-		1,790,000
Shares issued upon conversion of debt (Note 6)	3,039,057		3,039		777,999		-			-			-		781,038
Net loss for year	-		-		-		-			(2,697,662	)		-		(2,697,662	)
Balance, December 31, 2012	16,041,674	$	16,042	$	14,346,291	$	-		$	(14,743,525	)	$	873	$	(380,319	)

~~Maverick~~The ~~Minerals~~accompanying ~~Corporation~~notes ~~(An~~are ~~Exploration~~an ~~Stage~~integral ~~Company)~~part ~~Statement~~ of ~~Changes~~these ~~in Stockholders' Equity (Capital Deficit) For the Period from Date of Inception on April 21, 2003 to December 31, 2011 (Expressed in U.S. Dollars)~~financial statements

							Shares to be						Accumulated
	Number of		Par Value		Additional		Issued						Other
	Common		@$0.001 Per		Paid-in		(Subscriptions			Accumulated			Comprehensive		Total Capital
	Shares		Share		Capital		Receivable)			Deficit			Loss		Deficit
Balance, December 31, 2009	10,476,721	$	10,477	$	4,604,455	$	-		$	(5,236,087	)	$	873	$	(620,282	)
Shares issued upon conversion of debt (Note 7)	49,925		50		37,363		-			-			-		37,413
Shares issued for loan payable settlement (Note 7)	725,971		726		1,015,633		-			-			-		1,016,359
Shares issued for data purchase (Note 7)	350,000		350		367,150		-			-			-		367,500
Stock based compensation (Note 8)	-		-		1,592,250		-			-			-		1,592,250
Shares to be issued (Note 7)	-		-		-		250,000			-			-		250,000
Net loss for the year	-		-		-		-			(5,300,187	)		-		(5,300,187	)
Balance, December 31, 2010	11,602,617		11,603		7,616,851		250,000			(10,536,274	)		873		(2,656,947	)
Shares issued for cash (Note 7)	500,000		500		249,500		(250,000	)		-			-		-
Shares issued for loan payable settlement (Note 7)	50,000		50		50,450		-			-			-		50,500
Stock based compensation (Note 8)	-		-		93,250		-			-			-		93,250
Net loss for period	-		-		-		-			(1,509,589	)		-		(1,509,589	)
Balance, December 31, 2011	12,152,617	$	12,153	$	8,010,051	$	-		$	(12,045,863	)	$	873	$	(4,022,786	)

Maverick Minerals Corporation

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2012

(Expressed in United States Dollars)

~~The~~Note ~~accompanying~~1 ~~notes~~NATURE ~~are~~OF anOPERATIONS ~~integral~~AND ~~part~~ABILITY ofTO ~~these~~CONTINUE ~~financial statements~~AS A GOING CONCERN

~~F-7~~Maverick Minerals Corporation (“the Company”) was incorporated on August 27, 1998 under the Company Act of the State of Nevada, U.S.A. The Company is in the business of holding and developing mineral and resource properties. The Company is an exploration stage company that has not yet generated or realized any revenues from its business operations.

~~Maverick~~On ~~Minerals~~April 21, 2003 the Company closed a transaction, as set out in the Purchase Agreement (the “Agreement) with UCO Energy Corporation (An“UCO”) ~~Exploration~~to ~~Stage~~purchase the outstanding equity of UCO. To facilitate the transaction, the Company) ~~Notes~~consolidated its share capital at a ratio of one for five. Subsequent to ~~Consolidated~~the ~~Financial~~share ~~Statements~~consolidation, ~~December~~the 31Company issued 3,758,040 ~~2011~~common ~~(Expressed~~shares in Uexchange for all the issued and outstanding common shares of UCO.S As a result of the transaction, the former shareholders of UCO held approximately 90% of the issued and outstanding common shares of the Company. ~~Dollars)~~The acquisition of UCO was recorded as a reverse acquisition for accounting purposes as a recapitalization of UCO. A net distribution of $944,889 was recorded in connection with the common stock of the Company for the acquisition of UCO in respect of the Company’s net liabilities at the acquisition date. The Company had minimal assets and had liabilities owing to suppliers as well as amounts owing under agreements with third parties as well as related parties and as there were no other business interests, the Company was acting as a public shell company. The financial statements are now presented as a continuation of UCO. UCO was in the business of pursuing opportunities in the coal mining industry. The Company has since disposed of its coal mining interests and has since engaged in the acquisition, exploration, and development of prospective oil and gas properties and mineral resource properties.

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. The Company is in the oil and gas exploration and development business. The Company has not yet began its planned principal operations and therefore is classified as an exploration stage company.
	On April 21, 2003 the Company closed a transaction, as set out in the Purchase Agreement (the “Agreement) with UCO Energy Corporation (“UCO”) to purchase the outstanding equity of UCO. To facilitate the transaction, the Company consolidated its share capital at a ratio of one for five. Subsequent to the share consolidation, the Company issued 3,758,040 common shares in exchange for all the issued and outstanding common shares of UCO. As a result of the transaction, the former shareholders of UCO held approximately 90% of the issued and outstanding common shares of the Company. The acquisition of UCO was recorded as a reverse acquisition for accounting purposes as a recapitalization of UCO. A net distribution of $944,889 was recorded in connection with the common stock of the Company for the acquisition of UCO in respect of the Company’s net liabilities at the acquisition date. The Company had minimal assets and had liabilities owing to suppliers as well as amounts owing under agreements with third parties as well as related parties and as there were no other business interests, the Company was acting as a public shell company. The financial statements are now presented as a continuation of UCO. UCO was in the business of pursuing opportunities in the coal mining industry. The Company has since disposed of its mining interests and is currently an exploration stage company engaged in the acquisition, exploration, and development of prospective oil and gas properties.
	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 December 31, 2011, the Company has negative working capital of $4,079,593 and has an accumulated deficit of $12,045,863. 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 $310,000 to cover general and administrative expenses over the twelve months ending December 31, 2012 to continue operations. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $4,079,680, of which $2,757,750 plus accrued interest thereon of $218,200 thereon entered into default subsequent to December 31, 2011 (note 4). The Company plans to raise necessary cash through equity issuances and/or debt financing. Amounts raised will be used to pursue 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.

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 December 31, 2012, the Company has negative working capital of $405,319, incurred a net loss of $2,697,662 for the year then ended and has an accumulated deficit of $14,743,525. The continuation of the Company is dependent upon obtaining a successful 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 $350,000 to cover general and administrative expenses over the twelve months ending December 31, 2013 to continue operations. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $422,872. The Company plans to raise necessary cash through equity issuances and/or debt financing. Amounts raised will be used to pursue explorations activities, and for other working capital purposes.

~~F-8~~Management cannot provide any assurances that the Company will be successful in any of its plans. Although there are no assurances that management's plans will be realized, management believes that the Company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, ~~2011~~2012 (Expressed in ~~U.S.~~United States Dollars)

Note 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, and include the accounts of the Company and its wholly-owned subsidiary, Eskota Energy Corporation. All intercompany transactions and balances have been eliminated on consolidation. (b) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires the Company’s management to make estimates and assumptions which affect the amounts reported in these consolidated financial statements, the notes thereto, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. (c) Foreign Currency Translation The Company’s functional currency is the United States dollar. Transactions undertaken in currencies other than the functional currency are translated using the exchange rate in effect on the transaction date. At the end of the period, monetary assets and liabilities are translated to the respective functional currency balances using the exchange rate in effect at the period end date. Transaction gains and losses are included in the Consolidated Statements of Operations. (d) Financial Instruments The fair value of the Company’s financial instruments, which consist of cash, advances to related parties, accounts payable and accrued liabilities, ~~convertible debt~~ and loans payable approximate their carrying values due to their short term or demand nature. The fair value ~~for~~of ~~long-term~~convertible ~~loans~~debt ~~payable~~ approximates the book value ~~using~~as ~~current~~noted ~~rates of interest~~below. AsThe afair ~~basis~~value for ~~considering~~loans ~~market~~payable ~~participant~~approximates ~~assumptions~~book ~~in fair~~ value ~~measurements,~~using ~~ASC~~current ~~820-10~~rates ~~establishes~~of ainterest. The fair value hierarchy ~~that~~under ~~distinguishes~~GAAP ~~between~~is ~~market participant assumptions~~ based on ~~market~~three ~~data~~levels ~~obtained from sources independent~~ of ~~the reporting entity (observable~~ inputs, ~~that are classified within Levels 1 and 2~~ of ~~the~~which ~~hierarchy) and~~ the ~~reporting~~first ~~entity’s~~two ~~own~~are ~~assumptions~~considered ~~about~~observable ~~market~~and ~~participant assumptions (unobservable inputs classified within Level 3 of~~ the ~~hierarchy).~~last ~~The fair value hierarchy~~unobservable, ~~as defined by ASC 820-10, contains three levels of inputs~~ that may be used to measure fair value as follows:

• Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and • Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

	Level 1 –	quoted prices (unadjusted) in active markets for identical assets or liabilities;
	Level 2 –	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
	Level 3 –	assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the asset or liability.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

~~F-9~~Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, 2012 (Expressed in United States Dollars)

~~Maverick~~Note ~~Minerals~~2 ~~Corporation~~SUMMARY ~~(An~~OF ~~Exploration~~SIGNIFICANT ~~Stage~~ACCOUNTING ~~Company)~~POLICIES ~~Notes~~- ~~to Consolidated Financial Statements December 31, 2011 (Expressed in U.S. Dollars)~~continued

~~Note~~(d) Financial Instruments - continued The Company’s convertible debt and loans payable are based on Level 2 ~~SUMMARY~~inputs OFin ~~SIGNIFICANT~~the ~~ACCOUNTING~~fair ~~POLICIES~~value hierarchy. The Company determined that the fair value of the convertible debt and loans payable outstanding at December 31, 2012 were equal to its book value based on their demand nature, current borrowing rates and the conversion price on the convertible debt. The Company’s Level 3 liability consisted of the derivative liability being the embedded conversion feature in the Company’s convertible debenture issued during the year. This Level 3 liability had no active market and was required to be measured at its fair value at each reporting period based on information that is unobservable. (e) Mineral Properties The cost of acquiring mineral property interests is capitalized. Expenditures for exploration and development on mineral properties with no proven reserves are expensed as incurred. Once a mineral reserve has been established, all future development costs will be capitalized and charged to operations on a unit of production method based on estimated recoverable reserves. Capitalized amounts may be written down if future cash flows, including potential sales proceeds related to the property, are estimated to be less than the carrying value of the property. The Company reviews the carrying value of mineral property interests periodically and whenever events or changes in circumstances indicate that the carrying value may not be recoverable, reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the property’s estimated fair value. (f) Impairment of Long-Lived ~~continued~~Assets Long-lived assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of these assets and their eventual disposition is less than their carrying amount. Impairment, if any, is assessed using discounted cash flows. Estimates of undiscounted future cash flows used for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain future factors such as, crude oil prices, production quantities, estimates of recoverable reserves, and production and transportation costs.

~~(e)~~Maverick ~~Revenue~~Minerals ~~Recognition~~Corporation ~~Revenues on sales of oil and natural gas are recognized when the products are delivered, title has transferred to the customer, and amounts are deemed collectible.~~ (f)An ~~Property~~Exploration ~~and~~Stage ~~Equipment The~~ Company) ~~depreciates~~Notes ~~its~~to ~~property~~Consolidated ~~and~~Financial ~~equipment~~Statements ~~at 20% per annum on a straight-line basis. The Company has disposed of all property and equipment as of~~ December 31, ~~2006.~~2012 (g)Expressed ~~Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment when events or changes~~ in ~~business~~United ~~circumstances~~States indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of these assets and their eventual disposition is less than their carrying amount. Impairment, if any, is assessed using discounted cash flows. Estimates of undiscounted future cash flows used for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain future factors such as, crude oil prices, production quantities, estimates of recoverable reserves, and production and transportation costs. (hDollars) Stock-Based Compensation The Company accounts for all stock-based payments and awards under the fair value based method. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. Compensation costs for stock-based payments with graded vesting are recognized on a straight-line basis. The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. The Company accounts for the granting of share purchase options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. The fair value of all share purchase options are expensed over their vesting period with a corresponding increase to additional paid in capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimates.

~~F-10~~ Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, 2011 (Expressed in U.S. Dollars)

	(g)	Stock-Based Compensation

		The Company accounts for all stock-based payments and awards under the fair value based method. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable.

		The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. Compensation costs for stock-based payments with graded vesting are recognized on a straight-line basis. The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term.

		The Company accounts for the granting of share purchase options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. The fair value of all share purchase options is expensed over their vesting period with a corresponding increase to additional paid in capital.

		The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimates.

	(h)	Earnings per Share

		Earnings per share (EPS) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of common stock that were outstanding during the periods presented.

		The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options, which assumes that any proceeds received from the exercise of in-the-money stock options, would be used to purchase common shares at the average market price for the period.

		EPS for convertible debt is calculated under the “if-converted” method. Under the if converted method, EPS is calculated as the more dilutive of EPS (i) including all interest (both cash interest and non-cash discount amortization) and excluding all shares underlying the Notes or; (ii) excluding all interest (both cash interest and non-cash discount amortization) and including all shares underlying the convertible debt. For the years ended December 31, 2012 and 2011, diluted EPS was calculated by including interest expense related to the convertible debt and excluding the shares underlying the convertible debt.

		For the year ended December 31, 2012, options to purchase 1,150,000 (2011 –1,295,000) shares of common stock and, have been excluded from the calculations of diluted earnings (loss) per share, as their effect was anti-dilutive.

~~Note~~Maverick 2Minerals ~~SUMMARY~~Corporation OF(An ~~SIGNIFICANT~~Exploration ~~ACCOUNTING~~Stage ~~POLICIES~~Company) -Notes ~~continued~~to Consolidated Financial Statements December 31, 2012 (Expressed in United States Dollars)

	(i)	Loss Per Share
		The basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per common share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The if-converted method is used in calculating diluted earnings (loss) per share for the convertible debentures.
		The treasury stock method is used in calculating diluted earnings (loss) per share, which assumes that any proceeds received from the exercise of in-the-money stock options would be used to purchase common shares at the average market price for the period.
		For the year ended December 31, 2011, loss per share excludes 1,684,223 (2010 – 1,607,557) potentially dilutive common shares (related to outstanding options and shares issuable on the conversion of convertible debt) as their effect was anti-dilutive.
	(j)	Oil and Gas Leases
		The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on a country-by- country (cost centre) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.
		Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil.
		Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether 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.
		If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling” the excess is expensed in the period such excess occurs. The “full cost ceiling” is determined based on the present value of estimated future net revenues attributed to proved reserves, using market prices less estimated future expenditures plus the lower of cost and fair value of unproved properties within the cost centre.
		The Company has performed evaluations of its capitalized expenditures for oil and gas exploration during the years ended December 31, 2011 and 2010. As a result of these evaluations, management noted that estimated future cash flows associated with the property were not sufficient to realize the capitalized costs relating to the capitalized expenditures for oil and gas exploration at December 31, 2011. In addition, the Company has also considered the current market conditions in the evaluation of capitalized expenditures for oil and gas exploration for impairment. Based on these evaluations, during the year ended December 31, 2011, the Company wrote down its capitalized expenditures for oil and gas exploration by $955,274 (2010 - $2,905,409).

Note 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

F-11

	(i)	Oil and Gas Leases

		The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on a country-by- country (cost centre) basis. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.

		Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. Petroleum products and reserves are converted to a common unit of measure, using 6 MCF of natural gas to one barrel of oil.

		Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether 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.

		If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling” the excess is expensed in the period such excess occurs. The “full cost ceiling” is determined based on the present value of estimated future net revenues attributed to proved reserves, using market prices less estimated future expenditures plus the lower of cost and fair value of unproved properties within the cost centre.

		The Company has performed evaluations of its capitalized expenditures for oil and gas exploration during the years ended December 31, 2012 and 2011. As a result of these evaluations, management noted that estimated future cash flows associated with the property were not sufficient to realize the capitalized costs relating to the capitalized expenditures for oil and gas exploration at December 31, 2012. Consequently, all of the Company’s remaining oil and gas interests have been written down to $Nil as at December 31, 2012.

		Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost centre.

	(j)	Comprehensive Income

		ASC 220, "Comprehensive Income", establishes standards for reporting and presentation of comprehensive income (loss). This standard defines comprehensive income as the changes in equity of an enterprise except those resulting from stockholder transactions.

Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, ~~2011~~2012 (Expressed in ~~U.S.~~United States Dollars)

Note 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(j) Oil and Gas Leases – continued Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost centre. (k) Comprehensive Income ASC 220, "Comprehensive Income", establishes standards for reporting and presentation of comprehensive income (loss). This standard defines comprehensive income as the changes in equity of an enterprise except those resulting from stockholder transactions. (l) Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes ("ASC 740"). There are two major components of income tax expense, current and deferred. Current income tax expense approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities. A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized. The Company recognizes the impact of an uncertain income tax position at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority and includes consideration of interest and penalties. An uncertain income tax position is not recognized if there is a 50% or less likelihood of being sustained. The liability for unrecognized tax benefits is classified as non-current unless the liability is expected to be settled in cash within 12 months of the reporting date. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the statements of operations. Accrued interest and penalties are included within unrecognized tax benefits and other long-term liabilities line in the balance sheet. (m) Asset Retirement Obligations The Company has obligations related to the plugging and abandonment of its oil and gas wells. The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The obligation is measured initially at fair value using present value methodology, and the resulting costs capitalized into the carrying amount of the related asset. In subsequent periods, the liability will be adjusted for any changes in the amount or timing of the underlying future cash flows. Capitalized asset retirement costs are amortized on the same basis as the related asset and the discount accretion of the liability is included in determining the results of operations. (n) Comparative Figures Certain of the comparative figures have been reclassified to conform with the presentation in the current year. (o) New Accounting Pronouncements In May 2011, the FASB issued Accounting Standards Update 2011-04, “Fair Value Measurement (Topic 820)”. This Update will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and International Financial Reporting Standards (“IFRS”). The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs and they explain how to measure fair value and they do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this Update apply to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity’s shareholders’ equity in the financial statements. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The Company is currently evaluating the impact of this update on the financial statements. In June 2011, the FASB issued Accounting Standards Update 2011-05, “Presentation of Comprehensive Income (Topic 220)”. The objective of this Update is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this Update. The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact of this update on the financial statements. In December 2011, the FASB issued Accounting Standards Update 2011-12, “Comprehensive Income (Topic 220)”. The amendments in this Update supersede certain pending paragraphs in Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011—5 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company is currently evaluating the impact of this update on the financial statements.

	(k)	Income Taxes

		The Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes ("ASC 740"). There are two major components of income tax expense, current and deferred. Current income tax expense approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities.

		A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized.

		The Company recognizes the impact of an uncertain income tax position at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority and includes consideration of interest and penalties. An uncertain income tax position is not recognized if there is a 50% or less likelihood of being sustained. The liability for unrecognized tax benefits is classified as non-current unless the liability is expected to be settled in cash within 12 months of the reporting date.

		The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the statements of operations. Accrued interest and penalties are included within unrecognized tax benefits and other long-term liabilities line in the balance sheet.

	(l)	Asset Retirement Obligations

		The Company has obligations related to the plugging and abandonment of its oil and gas wells. The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The obligation is measured initially at fair value using present value methodology, and the resulting costs capitalized into the carrying amount of the related asset. In subsequent periods, the liability will be adjusted for any changes in the amount or timing of the underlying future cash flows. Capitalized asset retirement costs are amortized on the same basis as the related asset and the discount accretion of the liability is included in determining the results of operations.

~~F-12~~ Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, 2012 (Expressed in United States Dollars)

~~Maverick~~Note ~~Minerals~~2 ~~Corporation~~SUMMARY ~~(An~~OF ~~Exploration~~SIGNIFICANT ~~Stage~~ACCOUNTING ~~Company)~~POLICIES ~~Notes~~– ~~to Consolidated Financial Statements December 31, 2011 (Expressed in U.S. Dollars)~~continued

Note 3 OIL AND GAS LEASES On December 14, 2009, the Company entered into a farm-out agreement (the “Farmout Agreement”) with Southeastern Pipe Line Company (“SEPL”) pursuant to which the Company acquired the right to earn an interest in certain oil and gas mineral leases located in Fort Bend and Wharton Counties, Texas (collectively, the “Leases”) and to the lands covered thereby subject to certain conditions, including the following:

	(m)	New Accounting Pronouncements

		In May 2011, the FASB issued Accounting Standards Update 2011-04, “Fair Value Measurement (Topic 820)”. This Update improves the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and International Financial Reporting Standards (“IFRS”). The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs and they explain how to measure fair value and they do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this Update apply to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity’s shareholders’ equity in the financial statements. The amendments in this Update are to be applied prospectively. For public entities, the amendments were effective for interim and annual periods beginning after December 15, 2011. The adoption of this standard during the year ended December 31, 2012 did not have a material impact on the Company’s financial statements.

		In June 2011, the FASB issued Accounting Standards Update 2011-05, “Presentation of Comprehensive Income (Topic 220)”. The objective of this Update is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this Update. The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in this Update should be applied retrospectively. For public entities, the amendments were effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this standard during the year ended December 31, 2012 did not have a material impact on the Company’s financial statements.

		In December 2011, the FASB issued Accounting Standards Update 2011-12, “Comprehensive Income (Topic 220)”. The amendments in this Update supersede certain pending paragraphs in Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011—5 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. For public entities, the amendments were effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this standard during the year ended December 31, 2012 did not have a material impact on the Company’s financial statements.

i)Maverick ~~Payment~~Minerals ofCorporation ~~a non-refundable fee of $350,000 to SEPL~~ (~~paid);~~An ~~ii)~~Exploration ~~Commencement~~Stage of continuous and actual drilling operations on an oil or gas well to a good and workmanlike manner with due diligence and to a depth sufficient for testing on the undeveloped Leases on or prior to December 14, 2010; iii) Completion of drilling on every drillable tract of the undeveloped Leases prior to commencing drilling operations on the developed Leases; iv) Completion of the drilling of at least four wells on the undeveloped acreage, to a good and workmanlike manner with due diligence and to a depth sufficient for testing, and commence commercial production on such wells within 120 days after completion of drilling with the option to pay $250,000 per well to opt out of the requirement to drill up to two of the four wells; v) Upon earning the interest in the Leases, entering into a Joint Operating Agreement to govern operations by the parties on the Leases, and SEPL agrees to assign its 100% interest in the Leases to the Company subject to reserving an overriding royalty interest equal to the difference between all the existing lease burdens of record in effect as of October 1, 2009 and 30%, thereby delivering to the Company a 70% net revenue interest in the Leases; and vi) ~~The~~Notes ~~Company granting an option~~ to ~~SEPL~~Consolidated ~~pursuant~~Financial toStatements ~~which~~December ~~SEPL may after all drilling and completion cost have been recovered by the Company~~31, ~~back-in~~2012 ~~a 25% of eight-eighths working interest~~ (~~subject~~Expressed toin ~~proportionate~~United ~~reduction~~States ~~if the Company’s acreage covers less than the entirety of the mineral interest under the proration spacing unit drilled~~Dollars)~~, on a well-by-well basis.~~

~~Pursuant~~Note to3 ~~the~~OIL ~~terms~~AND ofGAS the Farmout Agreement, if the Company met the commitment to commence the drilling operations on the first test well by December 14, 2010 described below and provided the Company established commercial production and met the requirements for the first well tested, the Company would have an option to develop additional wells within 180 days after the completion of the first well tested or subsequent wells tested. Also, pursuant to the terms of the agreement the Company agreed to indemnify SEPL and its affiliates from all claims arising from the drilling or operations of the first test well or any subsequent wells tested.LEASES

InOn ~~connection~~December ~~with~~14, ~~these~~2009, ~~leases~~ the Company ~~issued 350,000 shares as payment for geological data (Note 7).~~ ~~The Company~~ entered into a ~~letter~~farm-out agreement ~~dated December 6, 2010~~ (the “~~Letter~~Farmout Agreement”) with anSoutheastern Pipe ~~accredited~~Line ~~investor~~Company (~~the~~ “~~Purchaser~~SEPL”) pursuant to which the ~~Purchaser~~Company ~~and his nominee~~ acquired athe ~~fifteen~~right ~~percent~~to earn ~~(15%)~~an ~~working~~ interest in ~~the~~certain ~~Company’s~~oil ~~initial~~and ~~test~~gas ~~well~~mineral ~~being~~leases ~~drilled~~located in Fort Bend ~~County~~and Wharton Counties, Texas ~~having~~(collectively, the ~~permitted name of Lankford Trust No. 1 (the~~ “~~Initial Test Well~~Leases”) ~~for the sum of $500,000. In accordance with the terms of the Letter Agreement, the Company~~ and ~~the Purchaser concurrently entered into a joint operating agreement dated effective December 6, 2010 pursuant~~ to ~~which each party agreed to pay or deliver, or cause to be paid or delivered, all burdens and liabilities on its share of~~ the ~~production~~lands incovered thereby. ~~regards~~The toCompany ~~the~~also ~~Well,~~acquired ~~but~~an ~~not~~interest in ~~excess~~certain ofoil ~~thirty percent (30%)~~ and togas ~~indemnify, defend and hold the other party free from any liability therefore.~~leases Aslocated aadjacent ~~condition of the Letter Agreement and joint operating agreement, the Purchaser and/or their nominees will be entitled~~ to ~~receive a 25% share from any proceeds of~~ the ~~Well~~areas ~~until~~covered ~~such~~by ~~time as their initial investment of $500,000 has been repaid after which time~~ the ~~distribution~~Farmout ~~to the Purchaser reverts to 15% in accordance with their interest in the Well~~Agreement. ~~The $500,000 received for the sale of the working interest was been applied against the costs capitalized to Oil and Gas Leases.~~

FOn January 22, 2011 the Company completed drilling of its Initial Test Well on the Company's 4,513 acre Farm-13Out property in Fort Bend County, Texas. The initial test well was spud on December 9, 2010.

~~Maverick~~Based ~~Minerals~~on ~~Corporation~~the ~~(An~~results ~~Exploration~~of ~~Stage~~the drilling program on the Initial Test Well it was determined that zones drilled were not commercially productive, despite the presence of significant down hole pressure and strong natural gas shows during drilling. The target sands were poorly developed and not suitable for a completion attempt. Accordingly, the decision was made to not set production casing and as a result the Company)’s ~~Notes~~engineers completed plugging the well pursuant to ~~Consolidated~~regulations ~~Financial~~of ~~Statements~~the Texas Railway Commission. As a result management determined during the year ended December 31, 2010 ~~2011~~that ~~(Expressed~~costs incapitalized Urelating to the drilling and exploration of the Initial Test Well were impaired and recorded a write down on its oil and gas exploration expenditures capitalized of $2,905,409 on the statement of operations during the year ended December 31, 2010.S. ~~Dollars)~~

Note 3	OIL AND GAS LEASES – continued
	Effective December 7, 2010, the Company entered into a joint operating agreement with Arrowdog, LLP (“Arrowdog”) pursuant to which Arrowdog acquired a three percent (3%) working interest in the Initial Test Well for the sum of $150,000. Pursuant to the terms of the joint operating agreement each party agreed to pay or deliver, or cause to be paid or delivered, all burdens and liabilities on its share of the production in regards to the Well, but not in excess of thirty percent (30%) and to indemnify, defend and hold the other party free from any liability therefore. As a condition of the agreement Arrowdog would be carried for a 3% working interest to completion or until plug and abandonment without further cost.
	Thereafter, Arrowdog would be responsible for their pro-rata share of expenses for maintenance and production with the Company. The $150,000 received for the sale of the working interest has been applied against the costs capitalized to Oil and Gas Leases.
	On January 22, 2011 the Company completed drilling of its Initial Test Well on the Company's 4,513 acre Farm-Out property in Fort Bend County, Texas. The initial test well was spud on December 9, 2010.
	Based on the results of the drilling program on the Initial Test Well it was determined that zones drilled were not commercially productive, despite the presence of significant down hole pressure and strong natural gas shows during drilling. The target sands were poorly developed and not suitable for a completion attempt. Accordingly, the decision was made to not set production casing and as a result the Company’s engineers have now completed plugging the well pursuant to regulations of the Texas Railway Commission. As a result management determined during the year ended December 31, 2010 that costs capitalized relating to the drilling and exploration of the Initial Test Well are impaired and recorded a write down on its oil and gas exploration expenditures capitalized of $904,844 on the statement of operations during the year ended December 31, 2010.
	In addition, $2,000,565 in deposits paid to the Operator of the Initial Test Well (the “Operator”) as a prepayment for future drilling work to be completed on the well subsequent to December 31, 2010 were also included on the impairment assessment on the Initial Test Well and it was determined that these amounts were also impaired. As a result this amount along with the $904,844 amount disclosed above have been recorded on as a write-down of oil and gas leases totaling $2,905,409 on the statement of operations during the year ended December 31, 2010.
	During the year ended December 31, 2011 the Company’s property costs decreased by $45,213 as a result of the sale of excess casing and tubing of $57,738 which was recorded as a recovery on oil and gas leases offset by $12,525 of additional payments for drilling and exploration and geologist services incurred.
	During the year ended December 31, 2011, the Farmout Agreement lapsed as the Company did not complete drilling of a substitute exploration well within the required period in accordance with the Farmout Agreement. As a result, it was determined that the remaining property costs relating to the areas covered by the Farmout Agreement of $955,274 were impaired and the Company recorded a write-down of oil and gas leases of $955,274 on the statement of operations during the year ended December 31, 2011. This amount was offset by a recovery of oil and gas leases of $75,000 in respect of a refund received during the year for deposits paid to the Operator and reduction of asset retirement obligations of $50,000 recognized during the year ended December 31, 2011 (Note 10).

During the year ended December 31, 2011, the Farmout Agreement lapsed as the Company did not complete drilling of a substitute exploration well within the required period in accordance with the Farmout Agreement. As a result, it was determined that the remaining property costs relating to the areas covered by the Farmout Agreement of $955,274 were impaired and the Company recorded a write-down of oil and gas leases of $955,274 on the statement of operations during the year ended December 31, 2011. This amount was offset by a recovery of oil and gas leases of $75,000 in respect of a refund of deposit paid to the Operator and a reduction of an asset retirement obligation of $50,000.

~~F-14~~During the year ended December 31, 2012, $12,981 in unevaluated property costs relating to the acquisition costs of unproved oil and gas leases located adjacent to the areas covered by the Farmout Agreement were written off as the Company determined that the carrying cost of these leases was not recoverable.

~~Maverick~~Net ~~Minerals~~carrying ~~Corporation~~costs ~~(An~~as ~~Exploration~~at ~~Stage Company) Notes to Consolidated Financial Statements~~ December 31, 2012 and 2011: ~~(Expressed in U.S. Dollars)~~

Note 3 OIL AND GAS LEASES – continued Net carrying costs as at December 31, 2011, 2010 and 2009 are as follows:

		2012			2011
Deposit on oil and gas leases	$	350,000		$	350,000
Drilling and exploration		1,179,296			1,179,296
Consulting costs		235,113			235,113
Legal costs		17,116			17,116
Geological services		381,812			381,812
Geological data		367,500			367,500
Asset retirement obligation		50,000			50,000
Incidental revenue		(707,738	)		(707,738	)
		1,873,099			1,873,099
Write down of oil and gas leases		(1,873,099	)		(1,860,118	)
Interest in oil and gas leases	$	-		$	12,981

		2011			2010			2009
Deposit on oil and gas leases	$	350,000		$	350,000		$	350,000
Drilling and exploration		1,179,296			1,167,021			-
Consulting costs		235,113			235,113			210,000
Legal costs		17,116			17,116			11,195
Geological services		381,812			381,562			-
Geological data		367,500			367,500			-
Asset retirement obligation		50,000			50,000			-
Incidental revenue		(707,738	)		(650,000	)		-
		1,873,099			1,918,312			571,195
Write down of oil and gas leases		(1,860,118	)		(904,844	)		-
Interest in oil and gas leases	$	12,981		$	1,013,468		$	571,195

Maverick Minerals Corporation

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2012

(Expressed in United States Dollars)

	At December 31, 2011, there was $12,981 in unevaluated property costs relating to the acquisition costs of unproved oil and gas leases located adjacent to the areas covered by the Farmout Agreement.
Note 4	LOANS PAYABLE
	The Company has the following loans payable:

Note 4

MINERAL PROPERTY

		2011			2010
			2012			2011
Art Brokerage - Current (a)	$	89,993		$	89,743
	Jarvis Island Property
Art Brokerage - Current (b)		540,000			540,000
	Acquisition costs, common shares	$	25,000		$	-
Art Brokerage - Term Loan (d)		2,400,000			400,000
	Mineral property interests	$	25,000		$	-
Mr. Alonzo B. Leavell (a)		20,000			20,000
Ms. Nancy A. Vevoda (a)		25,000			-
Bear Lair LLC (e)		77,500			-
Senergy Partners LLC (c)		357,750			-
		3,510,243			1,049,743
Art Brokerage - Term Loan (d)		-			2,000,000
Senergy Partners LLC (c)		-			357,750
		-			2,357,750
	$	3,510,243		$	3,407,493

~~(a)~~Jarvis ~~These~~Island ~~amounts are unsecured; bear no interest~~Property, ~~with no specific terms of repayment. (b) These amounts are unsecured; bear interest at 5% per annum~~Ontario, with no specific terms of repayment. (c) This credit facility is unsecured, bears interest at 8% per annum, maturing on December 31, 2012 (see Note 7(a)). The remaining amount available under this credit facility is $142,250 as at December 31, 2011. Subsequent to December 31, 2011, the Company gave notice to Senergy Partners LLC that this loan had entered into default as a result of the Company’s inability to repay the debt. The Company is currently negotiating settlement of this loan. Canada

~~F-15~~The Company entered into an Option and Joint Venture Exploration Agreement dated June 8, 2012, with Energold Minerals Inc. (“Energold”), a Canadian company, under which the Company may earn up to an undivided 51% interest in the Jarvis Island Property, comprising a group of mining claims situated in the Thunder Bay District of Ontario, Canada (the “Property”) and thereafter establish a joint venture with Energold for the joint exploration, development and production of minerals from the Property.

~~Maverick~~To ~~Minerals~~exercise ~~Corporation~~the ~~(An~~first ~~Exploration~~option ~~Stage~~and earn a 30% undivided interest in the Property, the Company must (i) ~~Notes~~issue to ~~Consolidated~~Energold 100,000 ~~Financial~~shares ~~Statements~~on ~~December~~or 31before June 29, ~~2011~~2012 (~~Expressed~~issued inat ~~U.S.~~a ~~Dollars~~value of $25,000); (ii) issue to Energold an additional 100,000 shares on or before September 15, 2013; and (iii) incur a total of $200,000 in exploration expenditures on the Jarvis Property on or before September 15, 2014.

~~Note~~To 4exercise ~~LOANS~~the ~~PAYABLE~~second –option ~~continued~~and earn an additional 21% undivided interest in the Property, the Company must exercise the first option and issue a further 200,000 common shares on or before September 15, 2015 and incur an additional $200,000 in exploration expenditures on the Property on or before June 8, 2017.

	(d)	On September 20, 2010, the Company entered into a loan agreement (the “Loan Agreement”) with Art Brokerage, Inc. (“Art Brokerage”), pursuant to which Art Brokerage provided the Company with a non-revolving term loan in the amount of $2,400,000 having an interest rate of 5% per annum. The loan matures on April 1, 2015 with interest calculated and compounded monthly, payable on the 1st day of each calendar month commencing May 1, 2011. In addition to the monthly interest payments, the Company was required to make monthly principal payments in the amount of $50,000, commencing on May 1, 2011 and continuing on the 1st day of each month until the Company’s indebtedness was repaid in full.
		On May 25, 2011, the Company and the creditor agreed to amend the Loan Agreement to allow the Company to postpone commencement of the monthly principal and interest payments until January 1, 2012, with a balloon payment of $450,000 at maturity. All other terms and conditions with respect to the original Loan Agreement remained unchanged. Subsequent to December 31, 2011, the Company did not commence repayment of the loan as required under the Loan Agreement and the loan entered into default. As a result, the balance of the loan is included in current liabilities as at December 31, 2011. The Company is currently negotiating settlement of this loan with Art Brokerage.
		As a condition of the Loan Agreement, during the term of the loan, the Company agreed, among other things, to maintain its property assets and undertakings in good repair, to obtain and maintain all licenses and permits necessary to own and operate its assets and agreed not to, without the prior consent of Art Brokerage, change its name, change its corporate structure, change its fiscal year end, incur further indebtedness, grant any liens against its properties or assets unless permitted, make any advances or loans to any person, assign or transfer its intellectual property, or permit its unfinanced capital expenditures to exceed $300,000 per annum.
		In addition and as further collateral of the Company’s indebtedness under the Loan Agreement, the Company and Art Brokerage entered into a pledge and security agreement dated September 20, 2010, pursuant to which the Company agreed to pledge to Art Brokerage a first priority security interest in all of the shares of capital stock of Eskota Energy Corporation, the wholly- owned subsidiary of the Company, and all proceeds with respect to such stock.
		In connection with the negotiation of the Loan Agreement with Art Brokerage, the Company was required to enter into an amendment to its existing loan with Senergy Partners LLC, an affiliate of Art Brokerage. Under the terms of an amendment agreement dated September 15, 2010, entered into by the Company with Senergy Partners LLC (“Senergy”), the parties agreed that if and at such time Art Brokerage enters into a loan agreement with the Company with respect to a loan of $2,400,000, the existing loan agreement between the parties dated February 13, 2009 providing for up to $1,000,000 in principal to the Company (the “Senergy Loan”) would be amended to provide that upon entry into the Loan Agreement the outstanding balance of principal and accrued interest under the Senergy Loan could not exceed a maximum limit of $500,000. As a further condition of the Loan Agreement, the Company agreed to enter into a general security agreement dated September 20, 2010 creating a security over the Company’s present and after-acquired personal property and over the Company’s real property and other assets.
		Both Senergy and Art Brokerage are beneficially controlled by a significant shareholder of the Company.
	(e)	The Company has entered into a loan agreement with Bear Lair LLC, a Nevada Corporation, to reflect advances made to the Company during fiscal 2011. The loan is due September 30, 2012 and bears no interest or specific repayment terms beyond the initial term.

If the Company exercises the first option the parties agreed to participate in a joint venture (the “Joint Venture”) for the purpose of further exploration and development of Jarvis Property where the right to participate and the obligation to fund the Joint Venture will be apportioned 70% to Energold and 30% to Maverick and if Maverick exercises the second option the Joint Venture will be apportioned 51% to Maverick and 49% to Energold.

~~F-16~~During the period that both options are outstanding and after the formation of the Joint Venture, the Company will act as operator of the Jarvis Property in consideration of certain management fees in an amount up to 10% on general exploration expenditures and other fees in an amount up to 5% on drilling or other major contract costs as further set out in the Agreement. Decisions regarding exploration and development of the Jarvis Property are determined by a committee.

~~Maverick~~If ~~Minerals~~the ~~Corporation~~Company ~~(An~~has ~~Exploration~~acquired ~~Stage~~a 51% undivided interest in the Jarvis Property as per the Agreement and a feasibility study is completed which demonstrates that the Jarvis Property may be profitably brought into production, then the Company) ~~Notes~~has the right to ~~Consolidated~~elect ~~Financial~~to ~~Statements~~commit ~~December~~the necessary ~~31,~~financing ~~2011~~to ~~(Expressed~~place the Jarvis Property into production and thereby earn a 70% interest in ~~U.S.~~the ~~Dollars)~~newly initiated mining project.

~~Note~~Maverick 4Minerals ~~LOANS~~Corporation ~~PAYABLE~~(An –Exploration ~~continued~~Stage ~~Principal~~Company) ~~repayments~~Notes ~~over~~to ~~the~~Consolidated ~~remaining~~Financial ~~terms~~Statements ofDecember ~~the~~31, ~~loans~~2012 ~~are~~(Expressed asin ~~follows:~~United States Dollars)

2012	$	1,710,243
2013		600,000
2014		600,000
2015		600,000
	$	3,510,243

Note 5

LOANS PAYABLE

~~Note~~The 5Company ~~CONVERTIBLE~~has ~~DEBT~~the following loans payable:

a)	On November 26, 2009, the Company issued a convertible note in the amount of $100,000 to a related party to settle an outstanding payable of $100,000. This convertible note is due on demand, and bears interest at 8% per annum. The convertible note and accrued interest thereon is convertible into common shares at a conversion rate of $0.30 per share.
		2012		2011
b)	On December 11, 2009, the Company issued a convertible note in the amount of $35,625. This convertible note was due on June 11, 2010 and bore interest at 8% per annum. The debt was convertible into common shares at $0.75 per share. The Company had the right to prepay any portion of the principal amount of this debenture without prior written consent of the holder. This note was converted during the year ended December 31, 2010 (Note 7).
Art Brokerage - Current (a)	$	-	$	89,993
Art Brokerage - Current (b)		-		540,000
Art Brokerage - Term Loan (d)		-		2,400,000
Mr. Alonzo B. Leavell (a)		20,000		20,000
Ms. Nancy A. Vevoda (a)		25,000		25,000
Bear Lair LLC (e)		82,500		77,500
Senergy Partners LLC (c)		-		357,750
	$	127,500	$	3,510,243

~~Note~~(a) 6These ~~RELATED~~amounts ~~PARTY~~are ~~TRANSACTIONS~~unsecured; ~~Effective~~bear ~~September~~no 23interest, ~~2010~~with no specific terms of repayment. (b) These amounts are unsecured; bear interest at 5% per annum, ~~the~~with ~~Company~~no ~~entered~~specific ~~into~~terms ~~two~~of ~~consulting~~repayment. ~~agreements~~(c) This credit facility was unsecured, ~~one~~and ~~with~~was ~~the~~bearing ~~President~~interest at 8% per annum, ~~CEO~~maturing ~~and~~on ~~CFO~~December (31, 2012. During the year ended December 31, 2012, the Company gave notice to Senergy Partners LLC (“~~President~~Senergy”) ~~and~~that ~~one~~this ~~with~~loan ~~the~~had ~~Secretary.~~entered Asinto ~~consideration~~default ~~for~~as ~~the~~a ~~performance~~result of ~~consulting~~the ~~services~~Company’s ~~under~~inability to repay the ~~agreement~~debt. On August 7, 2012, the Company ~~agreed~~entered tointo ~~pay~~a ~~the~~debt ~~President~~settlement and ~~Secretary~~subscription ~~$10,000~~agreement ~~and~~with $5Senergy pursuant to which the Company issued 100,000 ~~per~~common ~~month~~shares ~~and~~of the Company having a ~~one-time~~fair ~~bonus~~value of $~~250~~20,000 ~~and~~in ~~$100~~full settlement of this loan,~~000,~~ ~~respectively~~including accrued interest of $76,686. ~~upon~~Senergy ~~the~~was ~~spudding~~a significant shareholder of the Company’s ~~first~~at ~~commercial~~the ~~well~~date ~~drilled~~of onthe agreement and thus the Company’s ~~Farmout~~recorded ~~Acreage,~~the assettlement ~~such~~balance ~~term~~of is$434,436 ~~defined~~as ~~under~~a ~~the~~credit ~~Company’s~~to ~~farmout~~additional ~~agreement~~paid-in ~~with~~capital ~~Southeastern~~during ~~Pipeline~~the ~~Company~~year ~~dated~~ended December 731, ~~2009~~2012. ~~Under~~(d) On September 20, 2010, the Company entered into a loan agreement (the ~~President~~“Loan ~~and~~Agreement”) ~~Secretary~~with ~~were~~Art ~~also~~Brokerage, ~~granted~~Inc. ~~stock~~(“Art ~~options~~Brokerage”), pursuant to ~~acquire~~which ~~700,000~~Art ~~and~~Brokerage provided the Company with a non-revolving term loan in the amount of $2,400,000 ~~shares~~having an interest rate of ~~common~~5% ~~stock~~per annum. The loan was to mature on April 1, ~~respectively~~2015 with interest calculated and compounded monthly, atpayable anon ~~exercise~~the ~~price~~1st day of $each calendar month commencing May 1, 2011.05 ~~per~~In ~~share~~addition ~~until~~to ~~August~~the 20monthly interest payments, ~~2015~~the Company was required to make monthly principal payments in ~~accordance~~the ~~with~~amount of $50,000, commencing on May 1, 2011 and continuing on the ~~terms~~1st day of each month until the Company’s ~~2009~~indebtedness ~~Stock~~was ~~Option~~repaid ~~Plan~~in full. ~~The~~On ~~agreement~~May is25, ~~for~~2011, the Company and the creditor agreed to amend the Loan Agreement to allow the Company to postpone commencement of the monthly principal and interest payments until January 1, 2012, with a ~~term~~balloon payment of ~~three~~$450,000 ~~years~~at maturity. ~~Notwithstanding~~All ~~the~~other ~~three~~terms ~~year~~and ~~term,~~conditions with respect to the ~~agreement~~original ~~may~~Loan beAgreement ~~terminated~~remained atunchanged. ~~any~~During ~~time~~the byyear ended December 31, 2012, the Company ~~without~~did ~~notice~~not incommence repayment of the ~~event~~loan as required under the ~~President~~Loan ~~breaches~~Agreement and the loan entered into default. Under the terms of ~~this~~the ~~agreement~~Loan Agreement, the loan therefore became repayable on demand from the lender.

~~F-17~~ Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, 2012 (Expressed in United States Dollars)

~~Maverick~~Note ~~Minerals~~5 ~~Corporation~~LOANS ~~(An~~PAYABLE ~~Exploration~~– ~~Stage Company) Notes to Consolidated Financial Statements December 31, 2011 (Expressed in U.S. Dollars)~~continued

Note 6	RELATED PARTY TRANSACTIONS – continued
	Management fees of $180,000 were charged to expense in these financial statements for the year ended December 31, 2011 (2010 - $112,500). Included in accounts payable and accrued liabilities at December 31, 2011 is $34,150 (2010 - $Nil) owing to an officer of the Company for accrued and unpaid management fees.
	At December 31, 2011 the Company had advanced $43,826 (2010 - $43,614) to the Company’s President. The advances are non-interest bearing and no bear no specific terms of repayment.
	During the year ended December 31, 2011, the Company incurred $188,133 (2010 - $73,430) in interest charges on loans payable to companies controlled by a significant shareholder of the Company and to a director of the Company. Of these amounts $265,074 (2010 - $76,941) was payable as at December 31, 2011.
Note 7	SHARE CAPITAL
	As explained in Note 1, on April 21, 2003 the Company issued 3,758,040 common shares in exchange for all the issued and outstanding common shares of UCO.
	In July 2003, the Company issued 150,000 common shares to the Company’s CEO in exchange for management services. The transaction was recorded at the quoted market price of $0.07 per common share and resulted in compensation expense of $105,000. No consideration was received by the Company in the exchange of shares for management services.
	In June 2004, the Company issued 1,000,000 common shares at a price of $0.25 for proceeds of $25,000.
	During the year ended December 31, 2004, an agreement was reached between the Company, UCO and its creditors releasing the Company and UCO from any further obligations in relation to amounts owing.
	As a result, $1,027,791 of payables and liabilities that were owing to related parties was forgiven and recorded against additional paid-in capital. The remaining balance owing to unrelated creditors was recorded as a gain.
	In January 2005, the Company issued 2,750,000 common shares at a price of $0.01 for proceeds of $27,500.
	In June 2005, the Company cancelled 5,437,932 common shares, under an agreement with certain stockholders, which included the former stockholders of UCO, and two other stockholders including the CEO of the Company. The former stockholders of UCO surrendered the majority of the shares which was approximately 95% of the total common shares that they held at the time.
	As a result of the share cancellation, one single common stockholder emerged as the majority stockholder with approximately 76% of the total issued and outstanding common shares. In addition, the CEO’s percentage common share holding increased and resulted in compensation expense of $44,720.
	In July 2005, the Company issued 89,500 common shares at a price of $0.60 to settle an amount owing with respect to a loan payable. The transaction was recorded at the quoted market price of $1.40 and resulted in a loss on settlement of loan payable of $71,600.

		On August 7, 2012, the Company entered into a debt settlement and subscription agreement with Art Brokerage, Inc., pursuant to which the Company issued 650,000 common shares of the Company having a fair value of $130,000 in full settlement of this loan, plus accrued interest of $233,799. In addition, Art Brokerage agreed to settle two other unsecured loans owing from the Company in the amount of $89,993 and $540,000 plus accrued interest of $45,863 for no consideration. Art Brokerage was owned by a significant shareholder of the Company at the date of the agreement and thus the Company recorded the settlement balance of $3,309,655 as a credit to additional paid in capital during the year ended December 31, 2012.

	(e)	The Company has entered into a loan agreement with Bear Lair LLC, a Nevada Corporation, to reflect advances made to the Company during fiscal 2011 and 2012. The loan is due on demand and bears no interest or specific repayment terms.

~~F-18~~ Note 6 CONVERTIBLE DEBT

Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, 2011 (Expressed in U.S. Dollars)

	i)	On November 26, 2009, the Company issued a convertible note in the amount of $100,000 to a related party to settle an outstanding payable of $100,000. This convertible note is due on demand, and bears interest at 8% per annum. The debt, along with accrued interest at December 31, 2012 of $24,789 (2011: $16,767), is convertible into common shares at a conversion rate of $0.30 per share. (Note 8).

	ii)	The Company received $72,440 (Cdn$72,600) and $77,400 pursuant to promissory notes dated May 15, 2012 and May 29, 2012, respectively, with Energold. These notes were unsecured, non-interest bearing and were due on November 4, 2012. On September 28, 2012, these notes, along with an additional advance from Energold in the amount of Cdn$150,000 were exchanged for an unsecured convertible debenture in the amount of $304,926 (Cdn$300,000). The debenture was bearing interest at 8% per annum with a maturity date of December 31, 2012. The debenture, along with accrued interest therein, was convertible at any time at the option of the holder into common shares of the Company at a conversion rate of $0.10 per share.

		Pursuant to the guidance of ASC 815-40 Derivatives and Hedging – Contracts in Entity’s Own Equity, the Company determined that the embedded conversion feature of the debenture failed to meet the “fixed for fixed” criteria contained in this guidance because the host instrument is denominated in Canadian currency whereas the conversion feature is denominated in US currency. The exchange of instruments did not constitute a debt extinguishment given that substantive conversion features added to debt instruments do not represent debt extinguishments if the conversion feature is bifurcated as a derivative liability. Accordingly, the Company recorded a financing fee in its Statement of operations and comprehensive loss of $479,106 upon the issuance of the convertible debenture by way of recording a separate derivative liability.

		On October 29, 2012, pursuant to receiving a notice of conversion, the Company issued 3,039,057 common shares of the Company having a fair value of $781,038 based on their quoted market price to extinguish the convertible debenture in the amount of $303,906 including along with accrued interest thereon of $1,854 and the derivative liability having a fair value of $477,132 at the conversion date (Note 7). No gain or loss was recorded as a result of this debt extinguishment.

Note 7	SHARE CAPITAL - continued
	In September 2005, the Company issued 7,500 common shares at a price of $0.10 for cash proceeds of $750 in relation to the exercise of stock options.
	In April 2006, the Company issued 6,000 common shares at a price of $0.10 for $600 in relation to the exercise of stock options.
	In 2007 and 2008 there were no share capital transactions.
	On February 2, 2009 a major shareholder returned to treasury 2,000,000 common shares of the Company for nil consideration in contemplation of further share issuances (as described below).

Maverick Minerals Corporation

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2012

(Expressed in United States Dollars)

~~(a) The Company entered into a loan agreement with Senergy on February 13, 2009, pursuant to which the Company established an unsecured revolving loan of up to $1,000,000, later amended to $500,000 (~~Note ~~4(c)),~~7 ~~(the~~DERIVATIVE “Credit Facility”). The outstanding principal amount of the Credit Facility together with all the accrued and unpaid interest and all other amounts outstanding there under are due and payable in full on December 31, 2012, the maturity date. Outstanding principal under the Credit Facility bears interest at an annual rate of 8%. (b) In connection with the Company entering into the Credit Facility and Debt Settlement Agreement with Senergy, the Company entered into an Assignment and Assumption Agreement with Senergy and Art Brokerage, Inc. (“ABI”) dated February 13, 2009, pursuant to which ABI assigned to Senergy all of its right, title and interest to a debt (the “Assigned Debt”) of $447,500 owed by the Company to ABI. (c) On February 13, 2009, the Company entered into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy in consideration of Senergy entering into the Credit Facility. Pursuant to the terms of the Debt Settlement Agreement, the company agreed to issue to Senergy 8,950,000 shares of the Company common stock in settlement of a $447,500 debt owed to Senergy. As a result of these transactions, Senergy acquired 8,950,000 shares or 92.3% of the Company’s issued and outstanding common stock. The Company issued 8,950,000 common shares to settle an amount owing with respect to a loan payable totaling $447,500. The transaction was recorded at the quoted market price of $0.40 and resulted in a loss on settlement of loan payable of $3,132,500.LIABILITY

OnThe ~~August~~Company ~~11,~~had ~~2009~~a ~~the Company's~~derivative ~~articles~~ liability, ofbeing ~~incorporation~~the ~~were~~embedded ~~amended~~conversion ~~and~~feature ~~restated~~in ~~to increase~~ the ~~number~~Company’s ofconvertible ~~authorized~~ debenture ~~shares~~(Note of6 ~~its common stock from 100,000,000 to 750,000,000~~(ii)). ~~In addition~~This ~~the~~embedded ~~Company's~~conversion ~~articles~~feature ofwas ~~incorporation~~being ~~were amended and restated to~~accounted ~~authorize~~ for ~~100,000,000~~as ~~shares~~a ofseparate ~~preferred~~liability ~~stock~~measured ~~with~~at afair ~~par~~ value ~~of $0.001, which may be divided into and issued~~ in ~~series,~~accordance with ~~such~~the guidance ~~designations,~~of ~~rights, qualifications,~~ASC ~~preferences,~~815-40 ~~limitations~~Derivatives and ~~terms~~Hedging as– ~~fixed~~Contracts ~~and~~in ~~determined by the Company'~~Entity’s ~~board of directors~~Own Equity.

OnDetails ~~September~~of ~~24, 2009~~ the Company ~~issued~~’s ~~a further 436,000 shares to settle $218,000 owed to ABI. The transaction~~derivative ~~was~~ liability ~~recorded~~ at ~~the~~December ~~quoted~~31, ~~market~~2012 ~~price of $0.30~~ and ~~was~~2011 ~~treated~~are as ~~a capital transaction which resulted in a charge to equity of $218,000.~~ follows:

On December 11, 2009 the Company issued 175,000 shares each to two consultants, (350,000 shares total) for geological consulting services. The transactions were recorded at the quoted market price of $0.60 per share for total consideration of $210,000 which was capitalized to Oil and Gas Leases on the balance sheet (Note 3).

		2012			2011
Balance, beginning of the year	$	-		$	-
Fair value of embedded conversion feature at issuance		479,106			-
Change in fair value of derivative liability		(1,974	)		-
Settlement with common shares – Note 6		(477,132	)
Balance, end of the year	$	-		$	-

~~F-19~~During the year ended December 31, 2012, the convertible debenture and accrued interest therein was converted into 3,039,057 common shares of the Company pursuant to a notice of conversion received from the debt holder. The Company revalued the derivative liability at the conversion date and determined the fair value to be $477,132.

~~Maverick~~The ~~Minerals~~fair ~~Corporation~~value ~~(An~~of ~~Exploration~~the ~~Stage~~embedded conversion ~~Company)~~feature ~~Notes~~at tothe ~~Consolidated~~date ~~Financial~~of ~~Statements~~conversion ~~December~~and ~~31,~~at ~~2011~~issuance ~~(Expressed~~has inbeen ~~U.S.~~determined using ~~Dollars)~~the binomial pricing model using the following assumptions:

Note 7	SHARE CAPITAL - continued
		At Issuance	At Conversion
	Effective December 31, 2009 the Company effected a ten (10) for one (1) reverse stock split of the Company’s issued and outstanding shares of common stock. Shares and per share amounts have been retroactively restated to reflect the reverse stock split.
	Risk-free interest rate	0.10%	0.12%
	On July 19, 2010 the Company issued 49,925 common shares upon conversion of its Convertible Debenture dated December 11, 2009 in the principal amount of $35,625 and outstanding interest to July 19, 2010 of $1,788 (Note 5(b)).
	Expected life	0.26 years	0.18 years
	On July 27, 2010 the Company entered into a data purchase agreement with two individuals (collectively the “Vendors”), pursuant to which the Company agreed to purchase from the Vendors geologic data relating to certain oil and gas mineral leases located in Texas, including among other things: electric logs, seismic work, seismic reprocessing, data from the Texas Railroad Commission. In consideration for the acquisition of the geologic data from the Vendors the Company issued 350,000 shares of the common stock of the Company to the Vendors. The transactions were recorded at the quoted market price of $1.05 per share for total consideration of $367,500 which was capitalized to Oil and Gas Leases on the balance sheet (Note 3).
	Annualized volatility	86.98%	87.27%
	On September 7, 2010 the Company issued a further 725,971 shares to settle $762,269 owed to ABI. The transaction was recorded at the quoted market price of $1.40 and resulted in a loss on settlement of loan payable of $254,090.
	Dividend rate	0.00%	0.00%
	On December 21, 2010, the Company completed a private placement of 500,000 shares of its common stock at a price of $0.50 for gross proceeds of $250,000 to an offshore subscriber pursuant to Regulation S of the Securities Act of 1933. The offering was completed in connection with the above noted sale of a 15% working interest in the Well. These shares were issued on February 11, 2011.
	On February 28, 2011, the Company entered into debt settlement and subscription agreements with two subscribers pursuant to which the Company settled an aggregate of $50,000 debt in consideration of the issuance of 50,000 shares on March 7, 2011. The debt related to certain amounts owed by Art Brokerage to third parties which were subsequently assigned to the Company. The transaction was recorded at the quoted market price of $1.01 and resulted in a loss on settlement of loans payable of $500.
Note 8	STOCK OPTION PLAN
	Stock options
	The Company has a stock option plan which provides for the granting of up to 7,500,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the stock option plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Board of Directors.

~~F-20~~ Note 8 RELATED PARTY TRANSACTIONS

~~Maverick~~Effective ~~Minerals~~September ~~Corporation~~23, 2010, the Company entered into two consulting agreements, one with the President, CEO and CFO (Anthe ~~Exploration~~“President”) ~~Stage~~and ~~Company~~one with the Secretary and Treasurer (the “Secretary”). ~~Notes~~As consideration for the performance of consulting services under the agreement, the Company agreed to ~~Consolidated~~pay ~~Financial~~the ~~Statements~~President ~~December~~$10,000 31per month and the Secretary $5,000 ~~2011~~per ~~(Expressed~~month, respectively. Under the agreement the President and the Secretary were also granted stock options to acquire 700,000 and 400,000 shares of common stock, respectively, at an exercise price of $1.05 per share until August 20, 2015 in Uaccordance with the terms of the Company’s 2009 Stock Option Plan.S The agreement is for a term of three years. ~~Dollars)~~Notwithstanding the three year term, the agreement may be terminated at any time by the Company without notice in the event the President breaches the terms of this agreement.

Note 8	STOCK OPTION PLAN - continued
	During the year ended December 31, 2010, there were 1,100,000 options granted to officers and a director of the Company. All options granted were fully vested at the date of issuance which resulted in stock-based compensation expense of $1,592,250 being charged to operations during the year ended December 31, 2010. These options are exercisable at a price of $1.05 per option and expire on August 20, 2015. The fair value of these options granted was approximately $1.45 per share on the grant date.
	During the year ended December 31, 2011, there were 50,000 options granted to two consultants of the Company. All options granted were fully vested at the date of issuance which resulted in stock- based compensation expense of $93,250 being charged to operations during the year ended December 31, 2011. These options are exercisable at a price of $1.50 per option and expire on January 13, 2013. The fair value of these options granted was approximately $1.87 per share on the grant date.
	Weighted average assumptions used in calculating compensation expense in respect of options granted using the Black-Scholes option pricing model were as follows:

Maverick Minerals Corporation

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2012

(Expressed in United States Dollars)

	2011	2010
Risk-free interest rate	0.59%	1.34%
Dividend yield	Nil	Nil
Expected volatility	259%	278%
Weighted average expected life of options	2.00 years	4.91 years

Note 8

RELATED PARTY TRANSACTIONS – continued

NoManagement ~~stock~~fees ~~options~~of ~~were exercised~~$180,000 were ~~cancelled~~ charged orto ~~expired~~expense ~~during~~in these financial statements for the ~~years~~year ended December 31, 2012 (2011 - $180,000). Included in accounts payable and ~~2010~~accrued liabilities at December 31, 2012 is $129,971 (2011 - $34,150) owing to officers of the Company for accrued and unpaid management fees and for expenses incurred on behalf of the Company.

~~The~~At ~~following~~December is31, a2012 ~~summary~~the ofCompany ~~the~~had ~~status~~ advanced of$Nil (2011 - $43,826) to the Company’s ~~stock~~President ~~options~~to aspay offor ~~December~~future expenses ~~31,~~incurred ~~2011~~by ~~and~~the individual on behalf of the ~~stock~~Company and management fees ~~option~~ to ~~activity~~be ~~during~~charged to the ~~year~~Company. ~~ended~~The ~~December~~advances ~~31,~~are ~~2011~~non-interest bearing and ~~2010:~~bear no specific terms of repayment.

		Weighted Average
	Number of options	Exercise Price
Outstanding, December 31, 2009	145,000	$0.40
Granted	1,100,000	$1.05
Outstanding, December 31, 2010	1,245,000	$0.97
Granted	50,000	$1.50
Outstanding, December 31, 2011	1,295,000	$0.99

During the year ended December 31, 2012, the Company incurred $109,913 (2011 - $180,133) in interest charges on loans payable to companies controlled by a significant shareholder of the Company. Of these amounts $Nil (2011 - $248,341) was payable as at December 31, 2012.

~~All~~During ~~options~~the ~~that~~year ~~were~~ended ~~outstanding~~December ~~were~~31, ~~exercisable~~ 2012, atthe ~~December~~Company 31incurred $8,022 (2011 ~~and~~- ~~2010~~$8,000) asin ainterest ~~result~~charges on convertible debt payable to the director and CEO of ~~all~~the ~~options~~Company. ~~being~~Of ~~fully~~these ~~vested~~ amounts ~~upon~~$24,789 ~~grant.~~(2011 - $16,767) has been aggregated with the balance of the convertible debt owed.

FDuring the year ended December 31, 2012, pursuant to a Share Transfer Agreement between Senergy and Energold, Senergy agreed to sell 8,950,000 common shares of the Company for $1,000 to Energold under the condition that Energold agree to advance the Company an unsecured loan of $150,000. As the share transfer was conditional upon Energold making a loan to the Company, the Company recorded the fair value of the shares transferred by Senergy on behalf of the Company as a financing fee with a corresponding credit to additional paid-21in capital. The fair value of the shares of $1,790,000 was determined with reference to their quoted market price on the date of issuance.

~~Maverick~~Note ~~Minerals~~9 ~~Corporation~~SHARE ~~(An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, 2011 (Expressed in U.S. Dollars)~~CAPITAL

~~Note~~As 8explained ~~STOCK~~in ~~OPTION~~Note ~~PLAN~~1, -on ~~continued~~April At21, 2003 ~~December~~the ~~31,~~Company ~~2010~~issued 3,758,040 ~~the~~common ~~Company~~shares ~~had~~in ~~share~~exchange ~~purchase~~for ~~options~~all the issued and outstanding ascommon ~~follows:~~shares of UCO.

	Number of		Aggregate
Exercise Price	options	Expiry Date	Instrinsic Value
$0.40	145,000	December 31, 2012	$0.00
$1.05	1,100,000	August 20, 2015	$0.00
$1.50	50,000	January 13, 2013	$0.00
December 31, 2011	1,295,000		$0.00
December 31, 2010	1,245,000		$779,000

In July 2003, the Company issued 150,000 common shares to the Company’s CEO in exchange for management services. The transaction was recorded at the quoted market price of $0.07 per common share and resulted in compensation expense of $105,000. No consideration was received by the Company in the exchange of shares for management services.

	The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of $0.31 per share as of December 31, 2011 (2010 – $1.60), which would have been received by the option holders had all option holders exercised their options as of that date. There were no in-the-money options vested and exercisable as of December 31, 2011 (2010 – 1,245,000).
Note 9	INCOME TAXES
	The tax effects of temporary differences that give rise to deferred tax assets at December 31, 2011 and 2010 are presented below:

In June 2004, the Company issued 1,000,000 common shares at a price of $0.025 for proceeds of $25,000.

		2011			2010
Operating losses	$	1,753,000		$	374,000
Capital losses		97,000			97,000
Oil and gas leases		-			987,000
Undeducted accruals		90,000			-
Valuation allowance		(1,940,000	)		(1,458,000	)
	$	-		$	-

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

~~The~~As ~~Company~~a ~~evaluates~~result, ~~its~~$1,027,791 ~~valuation allowance~~of ~~requirements based on projected future operations. When circumstances~~payables ~~change~~ and ~~this~~liabilities ~~causes~~that awere ~~change~~owing into ~~management’s~~related ~~judgment~~parties ~~about~~was ~~the recoverability~~forgiven ofand ~~deferred~~recorded against ~~tax~~additional ~~assets,~~paid-in ~~the~~capital. ~~impact~~The ofremaining ~~the~~balance ~~change~~owing onto ~~the valuation~~unrelated ~~allowance~~ creditors iswas ~~reflected~~recorded inas ~~current~~a ~~income~~gain.

AIn ~~reconciliation~~January of2005, ~~United~~the ~~States~~Company issued ~~federal~~ 2,750,000 ~~statutory~~common ~~income~~shares ~~tax~~at ~~rates~~a isprice asof ~~follows:~~$0.01 for proceeds of $27,500.

		2011			2010
Corporate tax rate		34%			34%
Net loss for the year before income taxes	$	(1,509,589	)	$	(5,300,187	)
Expected income tax recovery	$	(513,300	)	$	(1,802,000	)
Loss on debt settlement		200			89,000
Stock based compensation		31,900			513,000
Increase in valuation allowance		481,200			1,200,000
	$	-		$	-

Maverick Minerals Corporation

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

December 31, 2012

(Expressed in United States Dollars)

FNote 9 SHARE CAPITAL -22 continued

~~Maverick~~In ~~Minerals~~June ~~Corporation~~2005, ~~(An~~the ~~Exploration~~Company ~~Stage~~cancelled 5,437,932 ~~Company)~~common ~~Notes~~shares, tounder ~~Consolidated~~an ~~Financial~~agreement ~~Statements~~with ~~December~~certain 31stockholders, ~~2011~~which included ~~(Expressed~~the informer Ustockholders of UCO, and two other stockholders including the CEO of the Company.S. ~~Dollars)~~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

Note 9	INCOME TAXES – Continued
	At December 31, 2011, the Company had estimated losses carried forward of approximately $5,155,000 (2010 - $1,099,000) that may be available to offset future taxable income.
	The potential tax benefits have been fully allowed for in the valuation allowance in these financial statements. These Federal and state net operating loss carry-forwards begin to expire on various dates from 2026 through 2031.
	The Company files income tax returns in the United States. All of the Company’s tax returns are subject to tax examinations until respective statute of limitation. The Company currently has no tax years under examination. The Company’s tax filings for the years 2007 - 2011 remain open to examination.
	Based on management’s assessment of ASC 740, the Company concluded that the adoption of ASC 740 had no significant impact on our results of operations or financial position, and required no adjustment to the opening balance sheet accounts. The year-end analysis supports the same conclusion, and the Company does not have an accrual for uncertain tax positions as of December 31, 2011 and 2010.
	As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within twelve months of the reporting date.
Note 10	ASSET RETIREMENT OBLIGATION
	The Company is required to plug and abandon any wells which it has drilled.
	As at December 31, 2010, the Company estimated the fair value of its asset retirement obligations based on its requirements to reclaim and clean-up its initial test well drilled on the Leases to be approximately $50,000. The fair value of the Company's asset retirement obligations was determined using discounted cash flow methodologies based on inputs that are not readily available in public markets. This obligation was recorded during the year ended December 31, 2010.
	During the year ended December 31, 2011, the Company met the reclamation requirements in respect of its initial test well drilled and the Company’s asset retirement obligations were reduced to $nil.
Note 11	SUBSEQUENT EVENTS
	Subsequent to December 31, 2011;

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.

a)In ~~The~~July ~~Company~~2005, ~~received~~the ~~Cdn$72~~Company issued 89,~~600~~500 ~~pursuant~~common toshares at a ~~promissory~~price ~~note~~of ~~dated~~$0.60 ~~May~~to ~~15,~~settle ~~2012~~an amount owing with respect to a loan payable. The ~~note~~transaction iswas ~~unsecured,~~recorded ~~non-interest~~at ~~bearing~~the quoted market price of $1.40 and isresulted ~~due~~in a loss on ~~November~~settlement 4,of ~~2012~~loan payable of $71,600.

~~F-23~~In September 2005, the Company issued 7,500 common shares at a price of $0.10 for cash proceeds of $750 in relation to the exercise of stock options.

~~Maverick~~In ~~Minerals~~April ~~Corporation~~2006, ~~(An~~the ~~Exploration Stage~~ Company) ~~Notes~~issued 6,000 tocommon ~~Consolidated~~shares ~~Financial~~at ~~Statements~~a ~~December~~price ~~31,~~of ~~2011~~$0.10 ~~(Expressed~~for $600 in ~~U.S.~~relation ~~Dollars)~~to the exercise of stock options.

~~Note~~In 112007 ~~SUBSEQUENT~~and ~~EVENTS~~2008 –there ~~Continued~~were no share capital transactions.

b)On ~~The~~February ~~Company received US$77~~2,~~400~~ ~~pursuant~~2009 to a ~~promissory~~major shareholder ~~note~~returned dated May 29, 2012. The note is unsecured, non-interest bearing and is due on November 4, 2012. c) The Company settled trade accounts payable of $161,528 for $108,105 and recorded a gain on settlement of accounts payable of $53,423. d) The Company entered into an Option and Joint Venture Exploration Agreement dated June 8, 2012, with Energold Minerals Inc. (“Energold”), a Canadian company, under which the Company may earn up to antreasury ~~undivided 51% interest in the Jarvis Island Property~~2, comprising a group of mining claims situated in the Thunder District of Ontario, Canada (the “Property”) and thereafter establish a joint venture with Energold for the joint exploration, development and production of minerals from the Property. To exercise the first option and earn a 30% undivided interest in the Property, the Company must (i) issue 100,000 ~~common shares of the Company on or before June 29~~, ~~2012 (issued subsequent to December 31, 2011), (ii) issue 100,~~000 common shares of the Company onfor ornil consideration ~~before~~in ~~September~~contemplation ~~15, 2013 and (iii) incur a total~~ of $200,000 in exploration expenditures on the Property by September 15, 2013. To exercise the second option and earn an additional 21% undivided interest in the Property, the Company must exercise the first option and issue a further ~~200,000~~share ~~common~~issuances ~~shares~~(as ~~on or before September 15, 2015 and incur an additional $200,000 in exploration expenditures on the Property on or before June 8, 2017~~described below).

~~F-24~~(a) The Company entered into a loan agreement with Senergy on February 13, 2009, pursuant to which the Company established an unsecured revolving loan of up to $1,000,000, later amended to $500,000 (Note 5(c)), (the “Credit Facility”). The outstanding principal amount of the Credit Facility together with all the accrued and unpaid interest and all other amounts outstanding there under are due and payable in full on December 31, 2012, the maturity date. Outstanding principal under the Credit Facility bears interest at an annual rate of 8%. (b) In connection with the Company entering into the Credit Facility and Debt Settlement Agreement with Senergy, the Company entered into an Assignment and Assumption Agreement with Senergy and Art Brokerage, Inc. (“ABI”) dated February 13, 2009, pursuant to which ABI assigned to Senergy all of its right, title and interest to a debt (the “Assigned Debt”) of $447,500 owed by the Company to ABI. (c) On February 13, 2009, the Company entered into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy in consideration of Senergy entering into the Credit Facility. Pursuant to the terms of the Debt Settlement Agreement, the company agreed to issue to Senergy 8,950,000 shares of the Company common stock in settlement of a $447,500 debt owed to Senergy. As a result of these transactions, Senergy acquired 8,950,000 shares or 92.3% of the Company’s issued and outstanding common stock. The Company issued 8,950,000 common shares to settle an amount owing with respect to a loan payable totaling $447,500. The transaction was recorded at the quoted market price of $0.40 and resulted in a loss on settlement of loan payable of $3,132,500.

~~ITEM~~Maverick 9.Minerals ~~CHANGES~~Corporation IN(An ~~AND~~Exploration ~~DISAGREEMENTS~~Stage ~~WITH~~Company) ~~ACCOUNTANTS~~Notes ONto ~~ACCOUNTING~~Consolidated ~~AND~~Financial ~~FINANCIAL~~Statements ~~DISCLOSURE.~~December 31, 2012 (Expressed in United States Dollars)

~~None.~~Note 9 SHARE CAPITAL - continued

~~ITEM~~On 9AAugust 11, 2009 the Company's articles of incorporation were amended and restated to increase the number of authorized shares of its common stock from 100,000,000 to 750,000,000. ~~CONTROLS~~In addition ~~AND~~the ~~PROCEDURES~~Company's articles of incorporation were amended and restated to authorize 100,000,000 shares of preferred stock with a par value of $0.001, which may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by the Company's board of directors.

~~Evaluation~~On ofSeptember ~~disclosure~~24, ~~controls~~2009 ~~and~~the ~~procedures~~Company issued ~~and~~a further 436,000 shares to settle $218,000 owed to ABI. The transaction ~~remediation~~ was recorded as a capital transaction which resulted in a credit to equity of $218,000.

AsOn ~~required~~December ~~by Rule 13(a)-15 under the Exchange Act~~11, ~~in connection~~2009 ~~with this annual report on Form 10-K, under~~ the ~~direction of our~~Company ~~Chief~~ issued ~~Executive Officer and Chief Financial Officer~~175,000 weshares ~~have~~each ~~evaluated~~to ~~our disclosure~~two ~~controls and procedures as of December 31~~consultants, ~~2011~~(350,000 ~~including~~shares ~~the remedial~~total) ~~actions discussed below, and we have concluded that, as of December 31,~~for ~~2011,~~ geological ~~our~~consulting ~~disclosure~~services. ~~controls~~The ~~and~~transactions ~~procedures~~ were ~~ineffective~~recorded asat ~~discussed~~the inquoted ~~greater~~ market ~~detail~~price ~~below~~of $0.60 Asper ofshare ~~the~~for ~~date~~total consideration of ~~this filing~~$210,000 wewhich ~~are still in the process~~was of capitalized ~~remediating~~to ~~such~~Oil ~~material~~and ~~weaknesses~~Gas inLeases ~~our~~on ~~internal~~the ~~controls~~balance ~~and~~sheet ~~procedures~~(Note 3).

ItEffective ~~should~~December ~~be noted that while our management believes our disclosure controls and procedures provide a reasonable level of assurance~~31, ~~they do~~2009 ~~not expect that our disclosure controls and procedures or internal controls~~the ~~will~~ Company ~~prevent~~effected 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~~ten ~~must~~(10) ~~reflect~~for ~~the~~one ~~fact~~(1) ~~that~~reverse ~~there~~stock ~~are~~split ~~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~~Company’s ~~provide~~ issued ~~absolute assurance that all control issues~~ and ~~instances~~outstanding ofshares ~~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~~common ~~error or mistake~~stock. ~~Additionally,~~Shares 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~~per ~~can~~share beamounts ~~no assurance that any design will~~have ~~succeed~~ been inretroactively ~~achieving~~restated ~~its~~to ~~stated~~reflect ~~goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or~~ the ~~degree~~reverse ofstock ~~compliance with the policies or procedures may deteriorate~~split. ~~Because~~ ~~of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.~~

~~Management’s~~On ~~annual~~July ~~report~~19, on2010 ~~internal~~the ~~control~~Company ~~over~~issued ~~financial~~ 49,925 ~~reporting~~common shares upon conversion of its Convertible Debenture dated December 11, 2009 in the principal amount of $35,625 and outstanding interest to July 19, 2010 of $1,788.

~~Management~~On isJuly ~~responsible~~27, ~~for~~2010 ~~establishing~~the ~~and~~Company ~~maintaining~~entered ~~internal~~ into ~~control~~a ~~over~~data ~~financial~~purchase ~~reporting~~agreement with two individuals (collectively the “Vendors”), aspursuant ~~such~~to ~~term~~which isthe ~~defined~~Company agreed to purchase from the Vendors geologic data relating to certain oil and gas mineral leases located in ~~Exchange~~Texas, ~~Act~~ including ~~Rule~~among ~~13a-15(f).~~other ~~Our~~things: ~~management~~electric ~~evaluated~~logs, ~~under~~seismic work, seismic reprocessing, data from the ~~supervision~~Texas ~~and~~Railroad ~~with~~Commission. In consideration for the ~~participation~~ acquisition of the ~~our~~geologic ~~Chief~~data ~~Executive~~from ~~Officer~~the Vendors the Company issued 350,000 shares of the common ~~effectiveness~~stock of ~~our~~the ~~internal control~~Company ~~over~~to ~~financial~~the ~~reporting~~Vendors. asThe transactions were recorded at the quoted market price of ~~December~~$1.05 31per share for total consideration of $367,500 which ~~2011~~was capitalized to Oil and Gas Leases on the balance sheet (Note 3).

~~Based~~On onSeptember ~~its~~7, ~~evaluation~~2010 ~~under~~ the ~~framework in Internal~~Company ~~Control—Integrated Framework,~~ issued bya ~~the~~further ~~Committee~~725,971 ofshares ~~Sponsoring Organizations~~to ofsettle ~~the Treadway Commission~~$762,269 ~~our~~owed ~~management~~to ~~concluded~~ABI. ~~that~~The ~~our~~transaction ~~internal control over financial reporting~~ was ~~not~~recorded ~~effective~~at asthe ofquoted ~~December~~market ~~31, 2011,~~price ~~due to the existence~~ of ~~significant~~$1.40 ~~deficiencies~~and ~~constituting~~resulted ~~material weaknesses, as described~~ in ~~greater~~a ~~detail~~loss ~~below. A material weakness is a~~on ~~control~~ settlement ~~deficiency, or combination~~ of ~~control~~loan ~~deficiencies,~~payable ~~such that there is a reasonable possibility that a material misstatement~~ of ~~the annual or interim financial statements will not be prevented or detected on a timely basis~~$254,090.

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

~~Our~~On ~~Chief~~February ~~Executive Officer and Chief Financial Officer does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system~~28, ~~no matter how well conceived and operated~~2011, ~~can provide only reasonable, not absolute, assurance that~~ the ~~objectives of the control system are met. Further, the design~~Company of entered ainto ~~control~~debt ~~system~~settlement ~~must~~and ~~reflect~~subscription ~~the~~agreements ~~fact~~with ~~that~~two ~~there are resource constraints,~~subscribers ~~and~~ pursuant ~~the benefits of controls must be considered relative~~ to ~~their~~which ~~costs. Because of~~ the ~~inherent~~Company ~~limitations~~settled inan ~~all~~aggregate ~~control systems, no evaluation~~ of ~~controls can provide absolute assurance that all control issues and instances of fraud~~$50, if000 ~~any,~~debt ~~within our company have been detected. These inherent limitations include the realities that judgments~~ in ~~decision-making can be faulty, and that~~ ~~breakdowns~~ consideration ~~can occur because~~ of ~~a simple error or mistake. Additional controls can be circumvented by~~ the ~~individual~~issuance ~~acts~~ of ~~some persons~~50,000 byshares ~~collusion~~on ofMarch ~~two or more people~~7, ~~or by management override of the controls~~2011. The ~~design of any system of controls~~debt ~~also~~ related isto ~~based in part upon~~ certain ~~assumptions~~amounts ~~about~~owed ~~the~~by ~~likelihood~~Art ofBrokerage ~~future events,~~to ~~and~~third ~~there~~parties ~~can~~which ~~be no assurance that any design will succeed in achieving~~were ~~its~~ subsequently ~~stated~~assigned ~~goals~~to ~~under~~the ~~all~~Company. ~~potential~~The ~~future~~transaction ~~conditions;~~was ~~over~~recorded ~~time,~~at ~~controls~~the ~~may~~quoted ~~become~~ market ~~inadequate~~price ~~because~~ of ~~changes in conditions, or the degree of compliance with the policies or procedures may deteriorate~~$1.01 ~~Because~~and ofresulted ~~the inherent limitations~~ in a ~~cost-effective~~loss ~~control~~on ~~system,~~settlement ~~misstatements~~of ~~due~~loans topayable ~~error or~~of ~~fraud may occur and not be detected~~ $500.

~~-29-~~Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, 2012 (Expressed in United States Dollars)

~~Material~~Note ~~Weaknesses~~9 ~~Identified~~SHARE CAPITAL - continued

InOn ~~connection~~July ~~with~~10, 2012, the ~~preparation~~Company issued 100,000 common shares pursuant to the acquisition of ~~our~~a ~~consolidated~~mineral property ~~financial~~ interest. ~~statements~~The ~~for~~fair ~~the~~value ~~year~~of ~~ended~~the ~~December~~shares ~~31,~~of ~~2011~~$25,000 ~~certain~~was ~~significant deficiencies~~determined inwith ~~internal~~reference to ~~control~~their ~~became~~quoted ~~evident~~market toprice ~~management~~on ~~that~~the ~~represent material~~date ~~weaknesses,~~of ~~including:~~issuance.

~~(i)~~On ~~Lack~~August ~~of a sufficient number of independent directors for our board and audit committee. We currently have no independent director on our board~~7, ~~which is comprised of one director. As a publicly-traded company~~2012, ~~we strive to have a majority of our board of directors be independent; (ii) Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During~~ the ~~year~~Company ~~ended December 31~~issued 650,000 ~~2011,~~common weshares ~~had limited staff that performed nearly all aspects of our financial reporting process, including, but not limited~~ to, ~~access~~Art toBrokerage ~~the underlying accounting records~~ and ~~systems~~100,000 ~~the~~common ~~ability~~shares to ~~post~~Senergy, both ~~and record journal entries and responsibility for the preparation~~ of ~~the~~which ~~financial~~were ~~statements.~~controlled ~~This~~by ~~creates certain incompatible duties and~~ a ~~lack~~significant ofshareholder, ~~review over the financial reporting process that would likely result~~ in asettlement ~~failure~~of promissory tonotes ~~detect~~outstanding ~~errors~~of ~~in spreadsheets~~$3, ~~calculations~~387,743 orplus ~~assumptions~~accrued ~~used~~interest tothereon compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected; (iii) There is a lack of ~~sufficient supervision and review by our corporate management; (iv) Insufficient corporate governance policies~~ $356,348. ~~Although~~The weamount ~~have a code~~ of ~~ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by~~ the ~~board~~settlement towas berecorded ~~carried~~as ~~out by management should be documented and communicated on~~ a ~~timely~~credit ~~basis~~ to ~~reduce~~additional paid-in ~~the~~capital ~~likelihood of any misunderstandings regarding key decisions affecting our operations and management; and~~ (v)Note ~~Our company’s accounting personnel does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. (vi~~5) Our company’s accounting personnel does not have sufficient technical accounting knowledge relating to accounting for oil and gas and related US GAAP accounting matters including evaluation of unproved properties and performing a ceiling test.

~~Plan~~On ~~for~~October ~~Remediation~~29, 2012 the Company extinguished a convertible debenture with Energold, a significant shareholder pursuant to a Share Transfer Agreement (Note 8), in the amount of ~~Material~~$302,052 (CDN$300,000) ~~Weaknesses~~along with accrued interest of $1,854 (CDN$1,841) by issuing 3,039,057 common shares having a fair value of $781,038. At this time, a derivative liability having a carrying value of $477,132 (Note 7), being the embedded conversion option in the convertible debenture, was also extinguished. As a result of this extinguishment, the Company recorded a loss on extinguishment of debt of $Nil because the fair value of common shares issued was equal to the carrying value of the debt instruments at the date of conversion.

~~Our~~Note ~~company~~10 ~~has~~STOCK ~~taken~~OPTION steps to improve our internal controls over financial reporting and we intend to continue to take appropriate and reasonable steps necessary to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2012 assessment of the effectiveness of our internal control over financial reporting. PLAN

~~Subject~~Stock to receipt of additional financing, we have undertaken, or intend to undertake the following remediation measures to address the material weaknesses described in this annual report. Such remediation activities include the following: options

	(1)	We continue to recruit two or more additional independent board members to join our board of directors and will consider the adoption of an audit committee at such time as additional board members are retained;
	(2)	We have retained a qualified accountant to assist in the preparation of our public filings and assist on accounting matters; and
	(3)	We intend to continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

The Company has a stock option plan which provides for the granting of up to 7,500,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the stock option plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Board of Directors.

~~-30-~~No stock options were issued during the year ended December 31, 2012.

~~There~~During the year ended December 31, 2011, there were no50,000 ~~changes~~options ingranted ~~our~~to ~~internal~~two ~~control~~consultants ~~over~~of ~~financial~~the Company. All ~~reporting~~ options ~~during~~granted were fully vested at the ~~quarter~~date of issuance which resulted in stock-based compensation expense of $93,250 being charged to operations during the year ended December 31, 2011. ~~that~~These ~~have~~options ~~materially affected~~were orexercisable ~~are~~at ~~reasonably~~a ~~likely~~price toof $1.50 ~~materially~~per ~~affect~~option expiring on January 13, ~~our~~2013. ~~internal~~The ~~control~~fair value of these options ~~over~~ granted ~~financial~~was ~~reporting~~approximately $1.87 per share on the grant date.

~~ITEM~~Weighted ~~9B.~~average ~~OTHER~~assumptions ~~INFORMATION.~~used in calculating compensation expense in respect of options granted using the Black-Scholes option pricing model were as follows:

None.

	2012	2011
Risk-free interest rate	-	0.59%
Dividend yield	-	Nil
Expected volatility	-	259%
Weighted average expected life of options	-	2.00 years

-Maverick Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31-, 2012 (Expressed in United States Dollars)

~~PART~~Note ~~III~~10 STOCK OPTION PLAN - continued

~~ITEM~~The ~~10.~~following ~~DIRECTORS~~is a summary of the status of the Company’s stock options as of December 31, ~~EXECUTIVE~~2012 ~~OFFICERS~~and ~~AND~~the ~~CORPORATE~~stock option ~~GOVERNANCE~~activity during the years ended December 31, 2012 and 2011:

Directors and Executive Officers

				Weighted Average
	Number of options			Exercise Price
Outstanding, December 31, 2010	1,245,000		$	0.97
Granted	50,000		$	1.50
Outstanding, December 31, 2011	1,295,000		$	0.99
Expired	(145,000	)	$	0.40
Outstanding, December 31, 2012	1,150,000		$	1.07

Name	Age	Position
Robert Kinloch	56	President, Chief Executive Officer, Chief Financial Officer and Director
Donald Kinloch	54	Secretary and Treasurer

All options that were outstanding were exercisable at December 31, 2012 and 2011 as a result of all options being fully vested upon grant.

~~Summary~~At ~~Background~~December of31, ~~Executive~~2012, ~~Officers~~the ~~and~~Company ~~Directors~~had share purchase options outstanding as follows:

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

	Number of			Aggregate
Exercise Price	options	Expiry Date		Intrinsic Value
$1.05	1,100,000	August 20, 2015	$	0.00
$1.50	50,000	January 13, 2013*	$	0.00
December 31, 2012	1,150,000		$	0.00
December 31, 2011	1,295,000		$	0.00

~~Robert~~*Subsequent ~~Kinloch~~to December 31, 2012, these options expired unexercised.

~~Since~~The ~~July~~aggregate 5,intrinsic ~~2001,~~value ~~Mr.~~in ~~Robert Kinloch has been~~ the ~~President,~~ ~~Chief~~ preceding ~~Executive~~table ~~Officer,~~represents ~~Chief Financial Officer and sole member of~~ the ~~Board~~total ~~of Directors~~intrinsic ~~of our company. In his capacity as Chief Financial Officer~~value, ~~Mr. Kinloch~~based ison ~~and has been responsible for~~ the ~~finance function of our company~~Company’s ~~including~~ closing ~~supervising~~stock ~~the~~price ~~preparation~~ of ~~our~~$0.13 ~~financial~~per ~~statements~~share ~~and~~ as ~~the sole member~~ of ~~our~~December ~~board~~31, of2012 ~~directors~~(2011 ~~has~~– ~~served on our audit committee~~$0. ~~Mr.~~31), ~~Kinloch’s~~ which ~~duties~~would ashave ~~President~~been ~~and~~received ~~Chief~~by ~~Executive Officer include~~ the ~~business development~~option ~~function,~~holders ~~investigating~~had ~~qualified~~all ~~investment~~option ~~opportunities and~~holders ~~designing~~ exercised ~~and~~their ~~implementing~~options ~~the required due diligence and acquisition financing. In addition Mr. Kinloch is responsible for our regulatory obligations~~ as ~~a reporting issuer. From June 2002 until May 2005 Mr. Kinloch was the President and sole member~~ of ~~the~~that ~~board of directors of AMT Canada Inc~~date., aThere ~~private~~were ~~company registered~~no ~~under~~ in-the-money ~~laws of the Yukon Territory, Canada. From March 2004 until~~options ~~April~~ vested ~~2005, Mr. Kinloch was President~~ and aexercisable ~~member~~as of ~~the~~December ~~board of directors of UCO Energy Corporation~~31, a2012 ~~private company incorporated pursuant to the laws of the State of Nevada. Mr. Kinloch is the brother of Donald Kinloch, our Secretary~~ and ~~Treasurer~~2011.

~~Donald~~Note ~~Kinloch~~11 INCOME TAXES

~~Since~~The ~~September~~tax 4,effects ~~2002, Mr. Donald Kinloch has been our Secretary and Treasurer. Donald Kinloch is the brother~~ of ~~Robert Kinloch, our~~temporary ~~President,~~ differences ~~Chief~~that ~~Executive~~give ~~Officer,~~rise ~~Chief~~to ~~Financial~~deferred ~~Officer~~tax ~~and~~assets ~~sole~~at ~~member~~December ~~of our board of directors. Since January 1998~~31, ~~Mr.~~2012 ~~Kinloch has been an independent consultant conducting contractual due diligence, supplying market research~~ and ~~developing~~ ~~communication strategies. From March 2004 until April 2005, Mr.~~2011 ~~Kinloch~~ are ~~was~~presented ~~the Secretary and Treasurer of UCO Energy Corporation, a private company incorporated pursuant to the laws of the State of Nevada.~~below:

Term of Office

		2012			2011
Operating losses	$	760,000		$	1,753,000
Capital losses		97,000			97,000
Undeducted accruals		8,000			90,000
Valuation allowance		(865,000	)		(1,940,000	)
	$	-		$	-

The ~~directors~~Company ~~serve~~evaluates ~~until~~its ~~their~~valuation allowance ~~successors~~requirements ~~are~~based ~~elected~~on byprojected ~~the shareholders~~future operations. ~~Vacancies~~When oncircumstances change ~~the~~and ~~Board~~this ofcauses ~~Directors~~a ~~may~~change bein ~~filled~~management’s byjudgment ~~appointment of~~about the recoverability ~~majority~~ of ~~the~~deferred ~~continuing~~tax ~~directors.~~assets, ~~The~~the ~~executive~~impact ~~officers~~of ~~serve~~the atchange on the valuation ~~discretion~~ allowance ofis ~~the~~reflected ~~Board~~in ofcurrent ~~Directors~~income.

~~Family~~Maverick ~~Relationships~~Minerals Corporation (An Exploration Stage Company) Notes to Consolidated Financial Statements December 31, 2012 (Expressed in United States Dollars)

~~Robert~~Note ~~Kinloch~~11 ~~and~~INCOME ~~Donald~~TAXES ~~Kinloch~~– ~~are brothers.~~ Continued

~~Significant~~A ~~Employees~~reconciliation of United States federal statutory income tax rates is as follows:

We have no significant employees.

		2012			2011
Corporate tax rate		34%			34%
Net loss for the year before income taxes	$	(2,697,662	)	$	(1,509,589	)

Expected income tax recovery	$	(917,000	)	$	(513,300	)
Loss on debt settlement		-			200
Gain on settlement of debt		1,221,000			-
Non-deductible financing expenses		771,000			-
Stock based compensation		-			31,900
Increase (decrease) in valuation allowance		(1,075,000	)		481,200
	$	-		$	-

At December 31, 2012, the Company had estimated losses carried forward of approximately $2,085,000 (2011 -~~32-~~ $5,155,000) that may be available to offset future taxable income.

~~Involvement~~The potential tax benefits have been fully allowed for in ~~Certain~~the ~~Legal~~valuation ~~Proceedings~~allowance in these financial statements. These Federal and state net operating loss carry-forwards begin to expire on various dates from 2026 through 2032.

~~Our~~The ~~directors,~~Company ~~executive~~files ~~officers~~income ~~and~~tax ~~control~~returns in ~~persons~~the ~~have~~United ~~not~~States. All of the Company’s tax returns are subject to tax ~~been~~ examinations ~~involved~~until inrespective ~~any~~statute of ~~the~~limitation. ~~following~~The ~~events~~Company ~~during~~currently ~~the~~has no ~~past~~tax ~~ten~~years under examination. The Company’s tax filings for the years: 2007 - 2012 remain open to examination.

1.Based ~~any~~on ~~bankruptcy~~management’s ~~petition~~assessment ~~filed by or against any business~~ of ASC ~~which~~740, ~~such~~the ~~person~~Company ~~was~~concluded athat ~~general partner or executive officer either at~~ the ~~time~~adoption of ~~the~~ASC ~~bankruptcy~~740 orhad ~~within~~no ~~two~~significant impact ~~years~~on ~~prior~~our toresults ~~that~~of ~~time;~~operations ~~2. any conviction in a criminal proceeding~~ or ~~being~~financial ~~subject~~position, ~~to a pending criminal proceeding (excluding traffic violations~~ and ~~other~~required ~~minor~~no adjustment ~~offenses); 3. being subject~~ to ~~any~~the ~~order,~~opening ~~judgment,~~balance orsheet decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4accounts. ~~being~~The ~~found~~year-end byanalysis asupports the ~~court~~same ~~of competent jurisdiction (in a civil action)~~conclusion, ~~the Securities~~ and ~~Exchange Commission or~~ the ~~Commodity~~Company ~~Futures~~does ~~Trading~~not ~~Commission to~~ have ~~violated~~an aaccrual ~~federal~~for oruncertain ~~state~~tax positions ~~securities~~as orof ~~commodities~~December ~~law~~31, 2012 and ~~the judgment has not been reversed, suspended, or vacated~~2011.

~~Audit~~As ~~Committee~~a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within twelve months of the reporting date.

~~The~~Note ~~Company’s~~12 ~~audit~~SUBSEQUENT ~~committee is composed of its directors and officers, Robert Kinloch and Donald Kinloch.~~ EVENT

~~Audit~~Subsequent ~~Committee~~to ~~Financial~~December ~~Expert~~31, 2012, the Company entered into a debt settlement agreement (the “Agreement”) with Ms. Nancy A. Vevoda and Bear Lair LLC (the “Creditors”) pursuant to which the Company agreed to pay $26,875 in full settlement of loans outstanding to the Creditors in the amount of $107,500. The Company made an initial payment of $7,500 upon execution of the Agreement and is required to make an additional payment of $19,375 on or before June 8, 2013.

~~Our~~ITEM ~~board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K~~9. WeCHANGES ~~believe~~IN ~~that~~AND ~~the~~DISAGREEMENTS ~~audit committee~~WITH ~~members~~ACCOUNTANTS ~~are~~ON ~~collectively~~ACCOUNTING ~~capable~~AND ofFINANCIAL ~~analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting~~DISCLOSURE. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

~~Code~~Not ~~of Ethics~~ Applicable

WeITEM ~~adopted a Code of Ethics applicable to all of our directors, officers, and consultants, which is a “code of ethics” as defined by applicable rules of the SEC~~9A. ~~Our~~CONTROLS ~~Code~~AND ~~of Ethics is attached as an exhibit to our annual report on Form 10-KSB filed on April 24, 2008~~PROCEDURES. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

~~Section~~Evaluation ~~16(a)~~of ~~Beneficial~~disclosure ~~Ownership~~controls ~~Compliance~~and procedures and remediation

~~Section~~As 16required by Rule 13(a)-15 ofunder the Exchange Act, ~~requires our executive~~in ~~officers~~connection ~~and~~with ~~directors~~this ~~and~~annual ~~persons~~report ~~who~~on ~~own~~Form ~~more than~~ 10%-K, ofunder athe ~~registered~~direction ~~class~~ of our Chief ~~equity~~Executive ~~securities~~Officer toand ~~file~~Chief ~~with~~Financial ~~the~~Officer, ~~SEC~~we ~~initial~~have ~~statements~~evaluated ~~of beneficial~~our ~~ownership,~~disclosure ~~reports~~controls ofand ~~changes~~procedures inas ~~ownership~~of ~~and~~December ~~annual~~31, ~~reports~~2012, ~~concerning~~including ~~their~~the ~~ownership~~remedial ofactions ~~our~~discussed ~~common~~below, ~~stock~~ and ~~other~~we ~~equity~~have ~~securities~~concluded that, onas ~~Forms~~of 3December 31, 2012, 4our disclosure controls and ~~5 respectively.~~procedures ~~Executive~~were ~~officers,~~ineffective ~~directors~~as ~~and~~discussed in greater ~~than~~detail ~~10%~~below. ~~shareholders are~~As ~~required~~of by the ~~SEC~~date ~~regulations~~of tothis ~~furnish~~filing, uswe ~~with~~are ~~copies~~still ofin ~~all~~the ~~Section~~process ~~16(a)~~of ~~reports~~remediating ~~that~~such ~~they~~material ~~file~~weaknesses in our internal controls and procedures.

~~Based~~It ~~solely~~should onbe noted that while our ~~review~~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 ~~copies~~objectives of ~~such~~the ~~forms~~control ~~received~~system are met. Further, the design of a control bysystem usmust reflect the fact that there are resource constraints, orand ~~written~~the benefits ~~representations~~of ~~from~~controls ~~certain~~must ~~reporting~~be ~~persons~~considered relative to their costs. Because of the inherent limitations in all control systems, weno ~~believe~~evaluation of controls can provide absolute assurance that all ~~filing~~control ~~requirements~~issues ~~applicable~~and toinstances of fraud, if any, within our ~~officers~~company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, ~~directors~~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 ~~greater~~there can be no assurance that any design will ~~than~~succeed ~~ten~~in ~~percent~~achieving ~~beneficial~~its ~~owners~~stated ~~were~~goals ~~complied~~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.

~~-33-~~Management’s annual report on internal control over financial reporting

~~ITEM~~Management 11is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). ~~EXECUTIVE~~Our ~~COMPENSATION~~management evaluated, under the supervision and with the participation of our Chief Executive Officer, the effectiveness of our internal control over financial reporting as of December 31, 2012.

~~The~~Based ~~particulars~~on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of ~~compensation~~Sponsoring Organizations ~~paid~~of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of December 31, 2012, due to the ~~following~~existence of significant deficiencies constituting material ~~persons:~~weaknesses, as described in greater detail below. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

~~our~~Limitations ~~principal~~on ~~executive~~Effectiveness ~~officer;~~ of Controls

~~each~~Our Chief Executive Officer and Chief Financial Officer does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and 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 ~~two~~company ~~most~~have ~~highly~~been ~~compensated~~detected. ~~executive~~These ~~officers~~inherent ~~who~~limitations include ~~were~~the realities that judgments in decision-making can be faulty, and that ~~serving~~breakdowns ascan ~~executive~~occur ~~officers~~because atof a simple error or mistake. Additional controls can be circumvented by the ~~end~~individual acts of some persons, by collusion of two or more people, or by management override of the ~~year~~controls. ~~ended~~The ~~December~~design 31of any system of controls also is based in part upon certain assumptions about the likelihood of future events, ~~2011~~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 ~~and~~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.

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, -24-

~~who~~Material weWeaknesses ~~will~~Identified ~~collectively refer to as the named executive officers, for our years ended December 31, 2011 and 2010, are set out in the following summary compensation table:~~

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($) (1)	Non- Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa -tion ($)	Total ($)
Robert Kinloch President, Chief Executive Officer and Director	2011 2010	120,000 97,500	Nil Nil	Nil Nil	Nil 1,013,250	Nil Nil	Nil Nil	Nil Nil	120,000 1,110,750
Donald Kinloch Secretary and Treasurer	2011 2010	60,000 15,000	Nil Nil	Nil Nil	Nil 579,000	Nil Nil	Nil Nil	Nil Nil	60,000 594,000

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2012, management corrected accounting errors related to recognition of an expense incurred on the Company’s behalf by a principal stockholder and recording a settlement of debt with related parties as a capital contribution. In addition, certain significant deficiencies in internal control became evident to management that represent material weaknesses, including:

(1i) ~~For~~There is a ~~description~~lack of ~~the~~a ~~methodology~~sufficient number of independent directors for our board and ~~assumptions~~audit ~~used in~~committee. ~~valuing~~We ~~the~~currently ~~option~~have ~~awards~~no ~~granted~~independent director on our board, which is comprised of one director. As a publicly- traded company, we strive to have a majority of our ~~officers~~board ~~and~~of directors ~~during~~be independent; (ii) Due to the limited number of staff resources, there is insufficient segregation of duties in our finance and accounting functions. During the year ended December 31, ~~2011~~2012, ~~please~~we had limited staff that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review ~~Note~~over 8the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements ~~included~~ ~~herein~~and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected; (iii) There is a lack of sufficient supervision and review by our corporate management; (iv) There are insufficient corporate governance policies. Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management; and (v) Due to the limited number of staff resources, the Company may not have the necessary in-house knowledge to address complex accounting and tax issues that may arise.

~~Employment~~Plan ~~Contracts~~for Remediation of Material Weaknesses

~~Effective~~Our ~~September~~company ~~23,~~has ~~2010,~~taken westeps ~~entered into a consulting agreement with Robert Kinloch, pursuant~~ to ~~which~~improve ~~the~~our ~~Company~~internal ~~engaged Mr. Kinloch~~controls ~~to,~~over ~~among~~financial ~~other~~reporting ~~things: perform the duties of President, Chief Executive Officer~~ and ~~Chief~~we ~~Financial~~intend ~~Officer of the Company, prepare and execute any and all records and filings required~~ to ~~maintain~~continue ~~the Company’s public listing, attend~~ to ~~governance~~ ~~issues~~take asappropriate ~~they relate to the Nevada registration, provide the Board~~and ~~with~~reasonable ~~any~~steps ~~information~~necessary ~~required~~ to ~~administer~~remediate ~~the~~these ~~affairs of the Company, advise and recommend, if requested, on any circumstance that may arise relating to asset or acquisition integration, tax matters, market factors and corporate finance~~deficiencies. AsWe ~~consideration~~intend ~~for the performance his consulting services under the agreement, the Company agreed~~ to ~~pay Mr. Kinloch $10,000 per month and a one~~ ~~time~~consider ~~bonus of $250,000 upon~~ the ~~completion~~results of ~~the~~our ~~Company’s~~remediation ~~first~~efforts ~~commercial well~~and ~~drilled~~related ontesting ~~the Company’s Farmout Acreage,~~ as ~~such~~part term is defined under the Company’s farmout agreement (the “Farmout Agreement”) with Southeastern Pipeline Company dated December 7, 2009. Under the agreement Mr. Kinloch was also granted stock options to acquire 700,000 shares of ~~common stock at an exercise price of~~ ~~$1.05~~our ~~per~~year-end ~~share~~2013 ~~until~~assessment ~~August 20, 2015 in accordance with the terms~~ of the ~~Company’s~~ ~~2009~~effectiveness ~~Stock Option Plan. The agreement is for a term~~ of ~~three~~our ~~years. Notwithstanding~~internal ~~the~~control ~~three year term, the agreement may be terminated at any time~~over byfinancial ~~the Company without notice in the event Mr~~reporting. ~~Kinloch breaches the terms of this agreement.~~

~~Effective~~Subject ~~September 23, 2010, we entered into a consulting agreement with Donald Kinloch, pursuant~~ to ~~which~~receipt ~~the Company engaged Mr. Kinloch to, among other things: perform the duties~~ of ~~Secretary~~additional ~~of the Company~~financing, ~~prepare and~~we ~~execute~~have ~~any and all records and filings required to maintain the Company’s corporate records~~undertaken, ~~interface with shareholders and any person~~ or ~~group~~intend ~~having a legitimate interest in the affairs of the Company, provide the board of the Company with any information required~~ to ~~administer~~undertake the ~~affairs~~following ofremediation ~~the~~measures ~~Company, and advise and recommend, if requested, on any circumstance that may arise relating~~ to ~~asset~~address ~~management and field operations. As consideration for~~ the ~~performance his consulting services under the~~ ~~agreement,~~material ~~the~~weaknesses ~~Company~~described agreed to pay Mr. Kinloch $5,000 per month and a one time bonus of $100,000 upon the completion of the Company’s first commercial well drilled on the Company’s Farmout Acreage, as such term is defined under the Company’s Farmout Agreement. Under the agreement Mr. Kinloch was also granted stock options to acquire 400,000 shares of common stock at an exercise price of $1.05 per share until August 20, 2015 in ~~accordance~~this ~~with~~annual ~~the terms of the Company’s 2009 Stock Option Plan~~report. ~~The~~Such ~~agreement~~remediation ~~is for a term of three years.~~activities ~~Notwithstanding~~include the ~~three~~following: ~~year term, the agreement may be terminated at any time by the Company without notice in the event Mr. Kinloch breaches the terms of this agreement.~~

-34-

	(1)	We continue to recruit two or more additional independent board members to join our board of directors and will consider the adoption of an audit committee at such time as additional board members are retained; and

	(2)	We intend to continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control. 25-

~~Outstanding~~(3) ~~Equity~~We ~~Awards~~intend atto ~~Fiscal~~hire ~~Year-End~~more staff or engage more consultants with sufficient expertise and knowledge in complex US tax and accounting matters once the resources are available to do so.

~~The~~Changes ~~following~~in ~~table~~Internal ~~sets~~Controls ~~forth~~over ~~for each director certain~~Financial ~~information concerning the outstanding equity awards as of December 31, 2011.~~ Reporting

	OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Robert Kinloch	700,000	-	-	$1.05	08/20/15	Nil	-	Nil	Nil
Donald Kinloch	400,000 100,000	- -	- -	$1.05 $0.40	08/20/15 12/31/12	Nil Nil	- -	Nil Nil	Nil Nil

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

~~Aggregated~~ITEM ~~Options~~9B. ~~Exercised~~OTHER ~~in the Year Ended December 31, 2011 and Year End Option Values~~ INFORMATION.

~~There were no stock options exercised during the year ended December 31, 2011~~None.

~~Repricing of Options/SARS~~ -26-

WePART ~~did not reprice any options previously granted during the year ended December 31, 2011.~~ III

~~-35-~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Director~~Directors ~~Compensation~~and Executive Officers

We reimburse our director for expenses incurred in connection with attending board meetings. We did not pay any other director’s fees or other compensation for services rendered as a director for the fiscal year ended December 31, 2011.

Name	Age	Position
Robert Kinloch	57	President, Chief Executive Officer, Chief Financial Officer and Director
Donald Kinloch	54	Secretary and Treasurer

WeSummary ~~have~~Background no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of ~~directors~~Executive orOfficers ~~(as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel~~ and ~~other out-of-pocket expenses incurred in connection with attendance~~ at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments. Directors

~~ITEM~~The ~~12.~~following ~~SECURITY~~is ~~OWNERSHIP~~a OFbrief ~~CERTAIN~~account ~~BENEFICIAL~~of ~~OWNERS~~the ~~AND~~education ~~MANAGEMENT~~and ~~AND~~business experience ~~RELATED~~of ~~STOCKHOLDER~~each ~~MATTERS~~director and executive officer during at least the past five years, indicating each person’s principal occupation during that period, and the name and principal business of the organization by which he was employed.

AsRobert of July 25, 2012, there were 12,252,617 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock. Kinloch

Title of Class	Name and Address of Beneficial Owner	Number of Shares Beneficially Owned(1)	Percentage of Class(2)
Directors and Officers:
Common Stock	Robert J. Kinloch 302-95 Sidney St. Belleville, Ontario Canada K8P 1J6	1,127,970(3)	8.44%
Common Stock	Donald Kinloch 1798 Old Highway #2 Unit #2 RR 2 Belleville ON K8N 4Z2	525,000(4)	4.28%
Common Stock	Directors and Officers as a group (two)	1,652,970(5)	11.93%
5% Shareholders:
Common Stock	Robert J. Kinloch 302-95 Sidney St. Belleville, Ontario Canada K8P 1J6	1,127,970(3)	8.44%
Common Stock	Donna Rose 1000 N. Green Valley Pkwy Suite 440-235 Henderson, NV 89074	9,675,972(6)	78.97%

Since July 5, 2001, Mr. Robert Kinloch has been the President, Chief Executive Officer, Chief Financial Officer and sole member of the Board of Directors of our company. In his capacity as Chief Financial Officer, Mr. Kinloch is and has been responsible for the finance function of our company including supervising the preparation of our financial statements and as the sole member of our board of directors has served on our audit committee. Mr. Kinloch’s duties as President and Chief Executive Officer include the business development function, investigating qualified investment opportunities and designing and implementing the required due diligence and acquisition financing thereto. In addition, Mr. Kinloch is responsible for our regulatory obligations as a reporting issuer. From June 2002 until May 2005 Mr. Kinloch was the President and sole member of the board of directors of AMT Canada Inc., a private company registered under the laws of the Yukon Territory, Canada. From March 2004 until April 2005, Mr. Kinloch was President and a member of the board of directors of UCO Energy Corporation, a private company incorporated pursuant to the laws of the State of Nevada. In March, 2009, Mr. Kinloch was elected to the board of directors of Conquest Resources Limited, a Canadian based gold exploration company trading on the Toronto Venture Exchange. In September, 2012, Mr. Kinloch was appointed President and Chief Executive Officer of Conquest Resources Limited. Mr. Kinloch is the brother of Donald Kinloch, our Secretary and Treasurer.

~~Notes:~~Donald *Less than 1% Kinloch

~~(1)~~Since ~~Under~~September ~~Rule 13d-3~~4, ~~a beneficial owner of a security includes any person who~~2002, ~~directly~~Mr. orDonald ~~indirectly,~~Kinloch ~~through any contract, arrangement, understanding, relationship, or otherwise~~ has orbeen ~~shares:~~our Secretary ~~(i) voting power, which includes the power to vote, or to direct the voting of shares;~~ and ~~(ii)~~Treasurer. ~~investment~~Donald ~~power,~~Kinloch ~~which~~is ~~includes~~ the ~~power~~brother ~~to dispose or direct the disposition~~ of ~~shares.~~Robert ~~Certain shares may be deemed to be beneficially owned by more than one person (if~~Kinloch, ~~for example~~our President, ~~persons~~Chief ~~share~~Executive ~~the~~Officer, ~~power~~Chief toFinancial ~~vote~~Officer orand ~~the~~sole ~~power~~member toof our ~~dispose~~board of ~~the shares)~~directors. InSince ~~addition~~January 1998, ~~shares~~Mr. ~~are~~Kinloch ~~deemed to be beneficially owned by a person if the person~~ has ~~the~~been ~~right~~an toindependent consultant ~~acquire~~conducting ~~the~~contractual ~~shares~~due ~~(for example~~diligence, ~~upon~~supplying ~~exercise~~market ofresearch anand developing ~~option)~~communication ~~within~~strategies. 60From ~~days~~March of2004 ~~the~~until ~~date~~April as2005, ~~of which the information is provided~~Mr. Kinloch Inwas ~~computing~~ the ~~percentage~~Secretary ~~ownership~~and Treasurer of ~~any~~UCO ~~person~~Energy Corporation, ~~the~~a ~~amount~~private company ofincorporated ~~shares~~pursuant ~~outstanding is deemed~~ to ~~include~~ the ~~amount~~laws of ~~shares~~the ~~beneficially~~State ~~owned by such person (and only such person) by reason~~ of ~~these acquisition rights~~Nevada.

~~-36-~~Term of Office

(2)	The percentage of class is based on 12,252,617 shares of common stock issued and outstanding as of July 25 2012.
(3)	Total consists of 23,623 shares of the Company beneficially owned by Mr. Robert Kinloch and 700,000 shares of the Company acquirable on exercise of options within 60 days of the date hereof and 404,347 shares of the Company acquirable on the conversion of a convertible loan and accrued interest thereon.
(4)	Total consists of 25,000 shares of the Company beneficially owned by Mr. Donald Kinloch and 500,000 shares of the Company acquirable on exercise of options within 60 days of the date hereof.
(5)	Total consists of 1,200,000 shares of the Company acquirable on exercise of options within 60 days of the date hereof.
	Total consists of 8,950,000 shares of the Company owned by Senergy Partners LLC, a private corporation beneficially
(6)	owned by Donna Rose and 725,971 shares of the Company owned by Art Brokerage, Inc., a private corporation beneficially owned by Donna Rose.

The directors serve until their successors are elected by the shareholders. Vacancies on the Board of Directors may be filled by appointment of the majority of the continuing directors. The executive officers serve at the discretion of the Board of Directors.

~~Changes~~Family ~~in Control~~ Relationships

~~None~~Robert Kinloch and Donald Kinloch are brothers.

~~ITEM~~Significant ~~13.~~Employees ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~

Except as set out below, no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, since the beginning of our company’s fiscal year ended December 31, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years. -27-

OnWe February 13, 2009, the Company entered into a loan agreement with Senergy Partners LLC (“Senergy”), a private Nevada limited liability corporation, pursuant to which the Company received a revolving loan of up to $1,000,000 (the “Credit Facility”). The outstanding principal amount of the Credit Facility together with all accrued and unpaid interest and all other amounts outstanding thereunder are due and payable in full on December 31, 2012, the maturity date. Outstanding principal under the Credit Facility bears interest at an annual rate of 8%. As a condition of the Credit Facility, the Company agreed to use funds received under the Credit Facility solely for the purpose of funding ongoing general and administrative expenses, consulting and due diligence expenses, professional fees and joint venture programs. As of the date of this annual report we have ~~$142,250~~no ~~available~~significant ~~under our Credit Facility with Senergy~~employees.

InInvolvement consideration of Senergy entering into the Credit Facility, the Company agreed to enter into a debt settlement and subscription agreement (the “Debt Settlement Agreement”) with Senergy dated as of February 13, 2009. Pursuant to the terms of the Debt Settlement Agreement, the Company agreed to issue to 8,950,000 post-split shares of its common stock at a deemed price of $0.05 per share in ~~settlement~~Certain ofLegal aProceedings $447,500 debt owed to Senergy. In connection with our entry into the Credit Facility and Debt Settlement Agreement with Senergy, the Company entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with Senergy and Art Brokerage, Inc. (“ABI”) pursuant to which ABI assigned to Senergy all its right, title and interest to a debt (the “Assigned Debt”) of US$447,500 owed by the Company to ABI. The Company executed the Assignment Agreement solely to consent to and acknowledge the assignment of the Assigned Debt as contemplated by the agreement. As a result of the above transactions a change in control of the Company has occurred. Senergy has acquired 8,950,000 post-split shares. There are no arrangements or understandings among the Company and Senergy and/or its affiliates with respect to election of directors or other matters.

OnOur ~~May 5~~directors, ~~2005, we entered into a management agreement with our chief~~ executive ~~officer,~~officers ~~Robert Kinloch. The agreement was for a term of two years with an annual fee of $90,000~~ and ~~will~~control ~~expire,~~persons ~~unless~~have ~~amended, on May 31,~~not ~~2007.~~been ~~Effective~~involved ~~May~~in 5,any ~~2005, we entered into a management agreement with Robert Kinloch wherein Mr. Kinloch would continue to perform the duties~~ of the ~~President,~~ ~~Chief~~following ~~Executive~~events ~~Officer~~during ~~and Chief Financial Officer. The term of~~ the ~~management~~ ~~agreement~~past ~~expired~~ten inyears: May 2007. The Company has not renewed the management agreement with Mr. Kinloch, however, Mr. Kinloch pursuant to a verbal agreement with the Company, continues to receive a consulting fee of $7,500 per month for all management consulting services provided by him to the Company.

~~-37-~~1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

OnAudit ~~November~~Committee 26, 2009, we entered into a subscription agreement with Robert Kinloch pursuant to which Mr. Kinloch purchased one convertible debenture (the “Debenture”) in the aggregate principal amount of $100,000 in settlement of $100,000 of outstanding debt owed by the Company to Mr. Kinloch. The Debenture and accrued interest is convertible into shares of the Company’s common stock, par value $0.001 at a deemed conversion price per share of $0.30 for an aggregate purchase price of $100,000. The Debenture is payable on demand, and bears interest at the rate of 8% per annum, payable on the date of conversion of the Debenture. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the date the Debenture is issued until payment in full of the principal amount, together with all accrued and unpaid interest and other amounts which may become due have been made.

~~Director~~The ~~Independence~~Company’s audit committee is composed of its directors and officers, Robert Kinloch and Donald Kinloch.

~~Our~~Audit ~~common~~Committee ~~stock~~Financial isExpert quoted on the OTC Markets Group Inc. Over-the-Counter Bulletin Board, which does not have director independence requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Mr. Robert Kinloch is our chief executive officer and president and our sole director. As a result, we do not have any independent directors.

AsOur aboard ~~result~~ of ~~our~~directors ~~limited~~has ~~operating~~determined ~~history~~that ~~and~~it ~~limited~~does ~~resources,~~not have an ~~our~~audit ~~management~~committee ~~believes~~member that wequalifies ~~will~~as ~~have~~an ~~difficulty~~“audit committee financial expert” as defined in ~~attracting~~Item ~~independent~~407(d)(5)(ii) of Regulation S-K. We believe that the audit ~~directors~~committee members are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would bequalify ~~likely~~as bean ~~required~~“audit tocommittee ~~obtain~~financial ~~directors~~expert” ~~and~~would be ~~officers~~overly ~~insurance~~costly ~~coverage~~and inburdensome ~~order~~and tois ~~attract~~not ~~and~~warranted ~~retain~~in ~~independent~~our ~~directors.~~circumstances given the ~~Our~~early ~~management~~stages ~~believes~~of ~~that~~our ~~the~~development ~~costs~~and ~~associated~~the ~~with~~fact ~~maintaining~~that ~~such~~we ~~insurance is~~have ~~prohibitive~~not atgenerated ~~this~~revenues to ~~time~~date.

~~Board~~Code of ~~Directors~~Ethics

~~Our~~We ~~board~~adopted a Code of ~~directors~~Ethics ~~facilitates~~applicable ~~its~~to ~~exercise~~all of ~~independent~~our directors, ~~supervision~~officers, ~~over~~and ~~management~~consultants, which is a “code of ethics” as defined by ~~endorsing~~applicable rules of the ~~guidelines~~SEC. ~~for~~Our ~~responsibilities~~Code of ~~the~~ ~~board~~Ethics is attached as ~~set~~an ~~out~~exhibit byto ~~regulatory~~our ~~authorities~~annual report on ~~corporate~~Form ~~governance~~10-KSB infiled ~~the United~~on ~~States~~April 24, 2008. ~~Our~~If ~~board’s~~we ~~primary~~make ~~responsibilities~~any ~~are~~amendments to ~~supervise~~our Code ~~the~~of Ethics other than technical, administrative, or other non-substantive ~~management~~amendments, or grant any waivers, including implicit waivers, from a provision of our ~~company,~~Code of Ethics to ~~establish~~our anchief ~~appropriate~~executive ~~corporate~~officer, ~~governance~~chief financial officer, ~~system~~or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to ~~set~~whom it applies in a ~~tone~~Current Report ofon ~~high~~Form ~~professional~~8-K ~~and~~filed ~~ethical~~with ~~standards~~the SEC.

~~The~~Section ~~board~~16(a) isBeneficial ~~also~~Ownership ~~responsible for:~~ Compliance

~~selecting~~Section 16(a) of the Exchange Act requires our executive officers and ~~assessing~~directors ~~members~~and persons who own more than 10% of a registered class of our equity securities to file with the ~~Board;~~SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

~~choosing,~~Based ~~assessing~~solely ~~and~~on ~~compensating~~our ~~the~~review ~~Chief~~of ~~Executive~~the ~~Officer~~copies of ~~our~~such forms received ~~company~~by us, ~~approving~~or ~~the~~written ~~compensation~~representations offrom certain reporting persons, we believe that all ~~executive~~filing requirements applicable to our officers, directors and ~~ensuring~~greater ~~that~~than anten ~~orderly~~percent ~~management~~beneficial ~~succession~~owners ~~plan~~were ~~exists;~~ complied with.

~~reviewing and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;~~ -28-

~~adopting~~ITEM a11. ~~code~~EXECUTIVE ~~of conduct and a disclosure policy for our company, and monitoring performance against those policies;~~ COMPENSATION.

~~ensuring~~The ~~the~~particulars ~~integrity~~ of ~~our~~compensation ~~company’s~~paid ~~internal~~to ~~control~~the ~~and~~following ~~management~~persons: ~~information systems;~~

~~approving any major changes to~~ our ~~company’s~~principal ~~capital~~executive ~~structure, including significant investments or financing arrangements~~officer; ~~and~~
~~reviewing~~each ~~and~~of ~~approving~~our ~~any~~two ~~other~~most ~~issues~~highly ~~which,~~compensated inexecutive officers who were serving as executive officers at the ~~view~~end of the ~~Board or~~year ~~management,~~ended ~~may~~December ~~require~~31, ~~Board~~2011; ~~scrutiny.~~and
~~Orientation~~up ~~and~~to ~~Continuing~~two ~~Education~~additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,

Wewho ~~have~~we anwill ~~informal~~collectively ~~process~~refer to ~~orient~~as ~~and educate new recruits to~~ the ~~board~~named ~~regarding their role of the board~~executive officers, ~~our~~for ~~committees and~~ our ~~directors,~~ asyears ~~well~~ended asDecember ~~the~~31, ~~nature~~2011 and ~~operations of our business. This process provides for an orientation with key members of the management staff~~2010, ~~and further~~are ~~provides~~set ~~access to materials necessary to inform them of the information required to carry~~ out ~~their~~in ~~responsibilities as a board member. This information includes~~ the ~~most recent board approved budget, the most recent annual report,~~ ~~the~~following ~~audited~~summary ~~financial~~compensation ~~statements and copies of the interim quarterly financial statements.~~ table:

The board does not provide continuing education for its directors. Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as directors.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa -tion ($)	Total ($)
Robert Kinloch President, Chief Executive Officer and Director	2012 2011	120,000 120,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	120,000 120,000
Donald Kinloch Secretary and Treasurer	2012 2011	60,000 60,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	60,000 60,000

~~-38-~~Employment Contracts

~~Nomination~~Effective September 23, 2010, we entered into a consulting agreement with Robert Kinloch, pursuant to which the Company engaged Mr. Kinloch to, among other things: perform the duties of ~~Directors~~President, Chief Executive Officer and Chief Financial Officer of the Company, prepare and execute any and all records and filings required to maintain the Company’s public listing, attend to governance issues as they relate to the Nevada registration, provide the Board with any information required to administer the affairs of the Company, advise and recommend, if requested, on any circumstance that may arise relating to asset or acquisition integration, tax matters, market factors and corporate finance. As consideration for the performance his consulting services under the agreement, the Company agreed to pay Mr. Kinloch $10,000 per month. Under the agreement Mr. Kinloch was also granted stock options to acquire 700,000 shares of common stock at an exercise price of $1.05 per share until August 20, 2015 in accordance with the terms of the Company’s 2009 Stock Option Plan. The agreement is for a term of three years. Notwithstanding the three year term, the agreement may be terminated at any time by the Company without notice in the event Mr. Kinloch breaches the terms of this agreement.

~~The~~Effective ~~board~~September is23, ~~responsible~~2010, ~~for~~we ~~identifying~~entered ~~new~~into ~~director~~a ~~nominees.~~consulting Inagreement ~~identifying~~with ~~candidates~~Donald ~~for~~Kinloch, ~~membership~~pursuant onto which the ~~board~~Company engaged Mr. Kinloch to, among other things: perform the ~~board~~duties ~~takes~~of ~~into~~Secretary of the Company, prepare ~~account~~and execute any and all ~~factors~~records itand ~~considers~~filings ~~appropriate~~required to maintain the Company’s corporate records, ~~which~~interface ~~may~~with ~~include~~shareholders ~~strength~~and ofany person or group having a ~~character,~~legitimate ~~mature~~interest ~~judgment,~~in ~~career~~the ~~specialization,~~affairs ~~relevant~~of ~~technical~~the ~~skills~~Company, ~~diversity~~ ~~and~~provide the ~~extent~~board of the Company with any information required to ~~which~~administer the ~~candidate~~affairs ~~would~~of ~~fill~~the aCompany, and ~~present~~advise ~~need~~and recommend, if requested, on ~~the~~any circumstance that may arise ~~board~~relating to asset management and field operations. As ~~part~~consideration offor the performance ~~process,~~his consulting services under the ~~board~~agreement, ~~together~~the ~~with~~Company ~~management,~~agreed isto ~~responsible~~pay ~~for~~Mr. ~~conducting~~Kinloch ~~background searches~~$5,000 ~~and~~per ismonth. ~~empowered~~Under tothe ~~retain~~agreement Mr. Kinloch was also ~~search~~granted ~~firms~~stock options to ~~assist~~acquire in400,000 ~~the~~shares ~~nominations~~of ~~process.~~common ~~Once~~stock ~~candidates~~at ~~have~~an ~~gone~~exercise ~~through~~price aof ~~screening~~$1.05 ~~process~~per ~~and~~share ~~met~~until August 20, 2015 in accordance with the terms of the Company’s 2009 Stock Option Plan. The agreement is for a ~~number~~term of three years. Notwithstanding the ~~existing~~three ~~directors~~year term, ~~they~~ ~~are~~the ~~formally~~agreement ~~put~~may ~~forward~~be asterminated ~~nominees~~at ~~for~~any ~~approval~~time by the ~~board~~Company without notice in the event Mr. Kinloch breaches the terms of this agreement.

~~Assessments~~ -29-

~~The~~There ~~board~~are ~~intends~~no ~~that~~arrangements ~~individual~~or ~~director~~plans ~~assessments~~in ~~be conducted~~which bywe ~~other~~provide ~~directors~~pension, retirement ~~taking~~or ~~into~~similar ~~account~~benefits ~~each~~for ~~director’s~~directors ~~contributions~~or executive officers. Our directors and executive officers may receive stock options at the discretion of our board ~~meetings,~~of ~~service~~directors onin ~~committees,~~the ~~experience~~future. ~~base,~~We ~~and~~do ~~their~~not ~~general~~have any material bonus or ~~ability~~profit sharing plans pursuant to ~~contribute~~which cash or non-cash compensation is or may be paid to ~~one~~our directors or ~~more~~executive officers, except that stock options may be granted at the discretion of our ~~company’s~~board ~~major~~of ~~needs~~directors from time to time. ~~However,~~We ~~due~~have tono ~~our~~plans ~~stage~~or arrangements in respect of ~~development~~remuneration ~~and~~received or that may be received by our ~~need~~executive officers to ~~deal~~compensate ~~with~~such ~~other~~officers ~~urgent~~in ~~priorities~~the event of termination of employment (as a result of resignation, retirement, change of ~~the~~control) ~~board~~or ~~has~~a ~~not~~change ~~yet~~of ~~implemented~~responsibilities ~~such~~following a ~~process~~change of ~~assessment~~control.

~~ITEM~~Outstanding ~~14.~~Equity ~~PRINCIPAL~~Awards ~~ACCOUNTANT~~at ~~FEES~~Fiscal ~~AND~~Year-End ~~SERVICES~~

~~Audit~~The ~~fees~~following table sets forth for each director certain information concerning the outstanding equity awards as of December 31, 2012.

The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2011 and December 31, 2010 for professional services rendered by BDO Canada LLP, Chartered Accountants, for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	OPTION AWARDS					STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Robert Kinloch	700,000	-	-	$1.05	08/20/15	Nil	-	Nil	Nil
Donald Kinloch	400,000	-	-	$1.05	08/20/15	Nil	-	Nil	Nil

	Year Ended December 31, 2011	Year Ended December 31, 2010
Audit Fees	$114,631	$82,512
Audit Related Fees	-	-
Tax Fees	$4,429	$6,452
All Other Fees	-	-
Total	$119,060	$88,964

Aggregated Options Exercised in the Year Ended December 31, 2012 and Year End Option Values

InThere ~~the~~were ~~above~~no ~~table,~~stock ~~“audit~~options ~~fees”~~exercised ~~are~~during ~~fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for~~ the ~~subject~~ year ~~along with reviews of interim~~ended ~~quarterly~~December financial statements. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance31, ~~tax advice and tax planning~~2012. ~~“All~~ ~~other fees” are fees billed by the auditor for products and services not included in the foregoing categories.~~

~~Policy~~Repricing ~~on Pre-Approval by Audit Committee~~ of ~~Services Performed by Independent Auditors~~Options/SARS

~~The~~We ~~board~~did ofnot ~~directors~~reprice ~~pre-approves~~any ~~all~~options ~~services~~previously ~~provided~~granted ~~by our~~during ~~independent auditors. All of~~ the ~~above services and fees were reviewed and~~ ~~approved~~year byended ~~the~~December ~~board~~31, ~~of directors either before or after the respective services were rendered~~2012.

~~The~~Director board of directors has considered the nature and amount of fees billed by BDO Canada LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining BDO Canada LLP.Compensation

~~-39-~~We reimburse our director for expenses incurred in connection with attending board meetings. We did not pay any other director’s fees or other compensation for services rendered as a director for the fiscal year ended December 31, 2012.

~~PART~~We IVhave no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.~~-30-

Exhibit
Number	Description
3.1	Amended and Restated Articles (incorporated by reference from our Form 10-Q Quarterly report, filed on August 14, 2009)
3.2	Bylaws (incorporated by reference from our Form 10SB Registration Statement, filed on August 8, 1999)
3.3	Amended Bylaws (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 24, 2008)
4.1	Specimen Stock Certificate (incorporated by reference from our Form 10-SB Registration Statement, filed on August 8, 1999)
10.1	Non-Qualified Stock Option Plan (incorporated by reference from our Form S-8 Registration Statement, filed on September 12, 2002)
10.2	Mutual Release Agreement between Eskota Energy Corporation and Veneto Exploration, LLC and Assignment of Oil and Gas Leases dated July 6, 2006 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.3	Purchase Agreement between Maverick Minerals Corporation, UCO Energy Corporation and the shareholders of UCO Energy, dated April 21, 2003 (incorporated by reference from our Annual Report on Form 10-KSB filed on May 19, 2004)
10.4	Loan Agreement and Civil Action Covenant between Art Brokerage Inc., Eskota Energy Corporation and Maverick Minerals Corporation (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.5	Loan Agreement between Alonzo B. Leavell and Maverick Minerals Corporation dated July 20, 2005 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.6	Loan Agreement between Alonzo B. Leavell and Maverick Minerals Corporation dated April 27, 2005 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.7	Management Agreement dated as at March 5, 2003 between Maverick Minerals Corp. and Robert Kinloch (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.8	Management Agreement dated as at June 1, 2005 between Maverick Minerals Corp. and Robert Kinloch (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.9	Deed of Release dated November 31, 2008 with Pride of Aspen LLC (incorporated by reference from our Current Report on Form 8-K filed on December 3, 2008)
10.10	Assignment and Assumption Agreement dated February 10, 2009 among Art Brokerage, Inc., Senergy Partners LLC and Maverick Minerals Corp. (incorporated by reference from our Current Report on Form 8-K filed on February 20, 2009)
10.11	Loan Agreement dated as of February 13, 2009 between Maverick Minerals Corp. and Senergy Partners LLC (incorporated by reference from our Annual Report on Form 10-K filed on April 13, 2009)
10.12	Debt Settlement and Subscription Agreement dated as of February 13, 2009 between Maverick Minerals Corp. and Senergy Partners LLC (incorporated by reference from our Current Report on Form 8-K filed on February 20, 2009)

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~-40-~~As of April 1, 2013, there were 16,041,674 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

Exhibit
	Name and Address	Number of Shares	Percentage of Class(2)
Number	Description
Title of Class	of Beneficial Owner	Beneficially Owned(1)
10.13	2009 Stock Option Plan (incorporated by reference from our Form 10-Q Quarterly report, filed on August 14, 2009)
Directors and Officers:
10.14	Debt Settlement and Subscription Agreement dated as of September 24, 2009 between Maverick Minerals Corp. and The Art Brokerage Inc. (incorporated by reference from our Form 10-Q Quarterly report, filed on November 16, 2009)
Common Stock	Robert J. Kinloch 302-95 Sidney St. Belleville, Ontario Canada K8P 1J6	1,146,235(3)	6.7%
10.15	Farmout Agreement dated as of December 7, 2009 between Southeastern Pipe Line Company and Maverick Minerals Corporation (incorporated by reference from our Form 8-K Current report, filed on December 18, 2009)
Common Stock	Donald Kinloch 1798 Old Highway #2 Unit #2 RR 2 Belleville ON K8N 4Z2	425,000(4)	2.6%
10.16	Subscription Agreement between Maverick Minerals Corporation and Robert Kinloch dated November 26, 2009 (incorporated by reference from our Form 8-K Current report, filed on December 10, 2009)
Common Stock	Directors and Officers as a group (two)	1,571,235(5)	8.9%
10.17	Convertible Debenture dated November 26, 2009 (incorporated by reference from our Form 8-K Current report, filed on December 10, 2009)
5% Shareholders:
10.17	Subscription Agreement and Convertible Debenture dated December 17, 2009 between Maverick Minerals Corporation and David Steiner.
Common Stock	Robert J. Kinloch 302-95 Sidney St. Belleville, Ontario Canada K8P 1J6	1,146,235(3)	6.7%
10.18	Debt Settlement and Subscription Agreement between Maverick Minerals Corporation and Art Brokerage, Inc. dated September 7, 2010 (incorporated by reference from our Form 8-K Current report, filed on September 16, 2010)
Common Stock	Energold Minerals Inc. 700-220 Bay Street Toronto, Ontario Canada M5L 1E9	12,089,058	75.4%
10.19	Loan Agreement dated September 20, 2010 (and related security agreements) between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
Common Stock	Donna Rose 1000 N. Green Valley Pkwy Suite 440-235 Henderson, NV 89074	1,545,971(6)	9.6%
10.20	Pledge and Security Agreement dated September 20, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.21	Security Agreement dated September 20, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.22	Amendment Agreement dated September 15, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.23	Consulting Agreement dated September 23, 2010 between Maverick Minerals Corporation and Robert Kinloch (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.24	Consulting Agreement dated September 23, 2010 between Maverick Minerals Corporation and Donald Kinloch (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.25	Form of Subscription Agreement dated December 21, 2010 (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)
10.26	Joint Operating Agreement dated effective December 6, 2010 between Maverick Minerals Corporation, Getty Resources Inc. and James Kearney (incorporated by reference from our Form 8- K Current report, filed on December 28, 2010)
10.27	Joint Operating Agreement dated effective December 7, 2010 between Maverick Minerals Corporation and Arrowdog, LLP (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)
10.28	Letter Agreement dated December 6, 2010 between Maverick Minerals Corporation and John Kearney (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)

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Notes: *Less than 1%
(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(2)	The percentage of class is based on 16,041,674 shares of common stock issued and outstanding as of April 1, 2013.

Exhibit
Number	Description
10.29	Option and Joint Venture Exploration Agreement dated June 8, 2012 between Maverick Minerals Corporation and Energold Minerals Inc.
14.1	Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 24, 2008)
21.1*	List of Subsidiaries
31.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

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* Filed herewith.

(3)	Total consists of 23,623 shares of the Company beneficially owned by Mr. Robert Kinloch and 700,000 shares of the Company acquirable on exercise of options within 60 days of the date hereof and 422,612 shares of the Company acquirable on the conversion of a convertible loan and accrued interest thereon.

(4)	Total consists of 25,000 shares of the Company beneficially owned by Mr. Donald Kinloch and 400,000 shares of the Company acquirable on exercise of options within 60 days of the date hereof.

(5)	Total includes of 1,100,000 shares of the Company acquirable on exercise of options within 60 days of the date hereof and 420,347 shares of the Company acquirable on the conversion of a convertible loan and accrued interest thereon.

	Total consists of 795,971 shares of the Company owned by Donna Rose, 100,000 shares of the Company owned by

(6)	Senergy Partners LLC, a private corporation beneficially owned by Donna Rose, and 650,000 shares of the Company owned by Art Brokerage, Inc., a private corporation beneficially owned by Donna Rose.

~~-42-~~Changes in Control

~~SIGNATURES~~Pursuant to a share transfer dated August 20, 2012, Energold acquired 8,950,000 issued and outstanding shares of common stock of our Company from Senergy Partners LLC (“Senergy”) in consideration of, among other things, Energold’s advancement of an unsecured loan of $150,000 to the Company and payment of $1,000 to Senergy. Following closing of the share transfer, Energold owned 9,050,000 (or 70%) of the issued and outstanding shares of the Company.

~~Pursuant~~Energold tois ~~the~~a ~~requirements~~private ofcorporation ~~Section~~incorporated 13under ~~or 15(d) of~~ the ~~Securities~~ ~~Exchange Act~~ laws of ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Canada.

~~MAVERICK~~ITEM ~~MINERALS~~13. ~~CORPORATION~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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:	July 25, 2012

Except as set out below, no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, since the beginning of our company’s fiscal year ended December 31, 2012, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

InOn ~~accordance~~August 7, 2012, we entered into a debt settlement and subscription agreement with ~~the~~The ~~Exchange~~Art ~~Act~~Brokerage, ~~this~~Inc. ~~report~~pursuant ~~has~~to ~~been~~which we issued ~~signed~~650,000 ~~below~~shares byof common stock of the ~~following~~Company ~~persons~~in onfull ~~behalf~~settlement of a secured loan by The Art Brokerage, Inc. to the ~~registrant~~Company ~~and~~of $2,633,799 (which was in default) ~~the~~including accrued interest to July 31, 2012. In addition, The Art ~~capacities~~Brokerage, ~~and~~Inc. onhas agreed to settle two unsecured loans to the ~~dates~~Company ~~indicated~~in the total amount of $675,856 including accrued interest to July 31, 2012 for no consideration.

By	/s/ Robert Kinloch
	Robert Kinloch
	Sole director, Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Accounting Officer
	and Principal Financial Officer)
Date:	July 25, 2012

On August 7, 2012, we entered into a debt settlement and subscription agreement with Senergy Partners LLC pursuant to which we issued 100,000 shares of common stock of the Company in full settlement of an unsecured loan by Senergy Partners LLC to the Company totaling $434,435.93 (which was in default) including accrued interest to July 31, 2012.

We received $72,440 (Cdn$72,600) and $77,400 pursuant to promissory notes dated May 15, 2012 and May 29, 2012, respectively, with Energold Minerals Inc. (“Energold”). These notes were unsecured, non-~~43-~~interest bearing and were due on November 4, 2012. On September 28, 2012, these promissory notes, along with an additional advance of Cdn$150,000, were exchanged by Energold for the issuance of an unsecured convertible debenture in the amount of Cdn$300,000. The debenture was bearing interest at 8% per annum with a maturity date of December 31, 2012. The debenture, along with accrued interest therein, was convertible at any time at the option of Energold into common shares of the Company at a conversion rate of $0.10 per share. On October 29, 2012, the Company issued 3,039,057 common shares in full settlement of the principal and accrued interest outstanding under this debenture pursuant to a notice of conversion received from Energold.

Effective September 23, 2010, we entered into two consulting agreements, one with Robert Kinloch and one with Donald Kinloch. As consideration for the performance of consulting services under the agreement, the Company agreed to pay the Robert and Donald $10,000 and $5,000 per month. Under the agreement Robert and Donald were also granted stock options to acquire 700,000 and 400,000 shares of common stock, respectively, at an exercise price of $1.05 per share until August 20, 2015 in accordance with the terms of the Company’s 2009 Stock Option Plan. The agreement is for a term of three years. Notwithstanding the three year term, the agreement may be terminated at any time by the Company without notice in the event a breach in the terms of this agreement.

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On November 26, 2009, we entered into a subscription agreement with Robert Kinloch pursuant to which Mr. Kinloch purchased one convertible debenture (the “Debenture”) in the aggregate principal amount of $100,000 in settlement of $100,000 of outstanding debt owed by the Company to Mr. Kinloch. The Debenture and accrued interest is convertible into shares of the Company’s common stock, par value $0.001 at a deemed conversion price per share of $0.30 for an aggregate purchase price of $100,000. The Debenture is payable on demand, and bears interest at the rate of 8% per annum, payable on the date of conversion of the Debenture. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the date the Debenture is issued until payment in full of the principal amount, together with all accrued and unpaid interest and other amounts which may become due have been made.

Director Independence

Our common stock is quoted on the OTCQB, which does not have director independence requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Mr. Robert Kinloch is our chief executive officer and president and our sole director. As a result, we do not have any independent directors.

As a result of our limited operating history and limited resources, our management believes that we will have difficulty in attracting independent directors. In addition, we would be likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

Board of Directors

Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in the United States. Our board’s primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards.

The board is also responsible for:

selecting and assessing members of the Board;
choosing, assessing and compensating the Chief Executive Officer of our company, approving the compensation of all executive officers and ensuring that an orderly management succession plan exists;
reviewing and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;
adopting a code of conduct and a disclosure policy for our company, and monitoring performance against those policies;
ensuring the integrity of our company’s internal control and management information systems;
approving any major changes to our company’s capital structure, including significant investments or financing arrangements; and
reviewing and approving any other issues which, in the view of the Board or management, may require Board scrutiny.

Orientation and Continuing Education

We have an informal process to orient and educate new recruits to the board regarding their role of the board, our committees and our directors, as well as the nature and operations of our business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a board member. This information includes the most recent board approved budget, the most recent annual report, the audited financial statements and copies of the interim quarterly financial statements.

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The board does not provide continuing education for its directors. Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees. In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the board. As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our company’s major needs. However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

	Year Ended December 31, 2012	Year Ended December 31, 2011
Audit Fees	$51,145	$102,474
Audit Related Fees	-	-
Tax Fees	$1,700	$4,429
All Other Fees	-	-
Total	$52,845	$106,903

In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year along with reviews of interim quarterly financial statements. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by BDO Canada LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining BDO Canada LLP.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit
Number	Description
3.1	Amended and Restated Articles (incorporated by reference from our Form 10-Q Quarterly report, filed on August 14, 2009)
3.2	Bylaws (incorporated by reference from our Form 10SB Registration Statement, filed on August 8, 1999)
3.3	Amended Bylaws (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 24, 2008)
4.1	Specimen Stock Certificate (incorporated by reference from our Form 10-SB Registration Statement, filed on August 8, 1999)
10.1	Non-Qualified Stock Option Plan (incorporated by reference from our Form S-8 Registration Statement, filed on September 12, 2002)
10.2	Mutual Release Agreement between Eskota Energy Corporation and Veneto Exploration, LLC and Assignment of Oil and Gas Leases dated July 6, 2006 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.3	Purchase Agreement between Maverick Minerals Corporation, UCO Energy Corporation and the shareholders of UCO Energy, dated April 21, 2003 (incorporated by reference from our Annual Report on Form 10-KSB filed on May 19, 2004)
10.4	Loan Agreement and Civil Action Covenant between Art Brokerage Inc., Eskota Energy Corporation and Maverick Minerals Corporation (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.5	Loan Agreement between Alonzo B. Leavell and Maverick Minerals Corporation dated July 20, 2005 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.6	Loan Agreement between Alonzo B. Leavell and Maverick Minerals Corporation dated April 27, 2005 (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.7	Management Agreement dated as at March 5, 2003 between Maverick Minerals Corp. and Robert Kinloch (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.8	Management Agreement dated as at June 1, 2005 between Maverick Minerals Corp. and Robert Kinloch (incorporated by reference from our Quarterly Report on Form 10-QSB for the period ended June 30, 2006)
10.9	Deed of Release dated November 31, 2008 with Pride of Aspen LLC (incorporated by reference from our Current Report on Form 8-K filed on December 3, 2008)
10.10	Assignment and Assumption Agreement dated February 10, 2009 among Art Brokerage, Inc., Senergy Partners LLC and Maverick Minerals Corp. (incorporated by reference from our Current Report on Form 8-K filed on February 20, 2009)
10.11	Loan Agreement dated as of February 13, 2009 between Maverick Minerals Corp. and Senergy Partners LLC (incorporated by reference from our Annual Report on Form 10-K filed on April 13, 2009)
10.12	Debt Settlement and Subscription Agreement dated as of February 13, 2009 between Maverick Minerals Corp. and Senergy Partners LLC (incorporated by reference from our Current Report on Form 8-K filed on February 20, 2009)

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Exhibit
Number	Description
10.13	2009 Stock Option Plan (incorporated by reference from our Form 10-Q Quarterly report, filed on August 14, 2009)
10.14	Debt Settlement and Subscription Agreement dated as of September 24, 2009 between Maverick Minerals Corp. and The Art Brokerage Inc. (incorporated by reference from our Form 10-Q Quarterly report, filed on November 16, 2009)
10.15	Farmout Agreement dated as of December 7, 2009 between Southeastern Pipe Line Company and Maverick Minerals Corporation (incorporated by reference from our Form 8-K Current report, filed on December 18, 2009)
10.16	Subscription Agreement between Maverick Minerals Corporation and Robert Kinloch dated November 26, 2009 (incorporated by reference from our Form 8-K Current report, filed on December 10, 2009)
10.17	Convertible Debenture dated November 26, 2009 (incorporated by reference from our Form 8-K Current report, filed on December 10, 2009)
10.17	Subscription Agreement and Convertible Debenture dated December 17, 2009 between Maverick Minerals Corporation and David Steiner.
10.18	Debt Settlement and Subscription Agreement between Maverick Minerals Corporation and Art Brokerage, Inc. dated September 7, 2010 (incorporated by reference from our Form 8-K Current report, filed on September 16, 2010)
10.19	Loan Agreement dated September 20, 2010 (and related security agreements) between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.20	Pledge and Security Agreement dated September 20, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.21	Security Agreement dated September 20, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.22	Amendment Agreement dated September 15, 2010 between Maverick Minerals Corporation and Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.23	Consulting Agreement dated September 23, 2010 between Maverick Minerals Corporation and Robert Kinloch (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.24	Consulting Agreement dated September 23, 2010 between Maverick Minerals Corporation and Donald Kinloch (incorporated by reference from our Form 8-K Current report, filed on September 24, 2010)
10.25	Form of Subscription Agreement dated December 21, 2010 (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)
10.26	Joint Operating Agreement dated effective December 6, 2010 between Maverick Minerals Corporation, Getty Resources Inc. and James Kearney (incorporated by reference from our Form 8- K Current report, filed on December 28, 2010)
10.27	Joint Operating Agreement dated effective December 7, 2010 between Maverick Minerals Corporation and Arrowdog, LLP (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)
10.28	Letter Agreement dated December 6, 2010 between Maverick Minerals Corporation and John Kearney (incorporated by reference from our Form 8-K Current report, filed on December 28, 2010)

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Exhibit
Number	Description
10.29	Option and Joint Venture Exploration Agreement dated June 8, 2012 between Maverick Minerals Corporation and Energold Minerals Inc.
10.30	Debt Settlement and Subscription Agreement dated August 7, 2012 between Maverick Minerals Corporation and The Art Brokerage, Inc. (incorporated by reference from our Form 8-K Current report, filed on August 7, 2012).
10.31	Debt and Subscription Agreement dated August 7, 2012 between Maverick Minerals Corporation and Senergy Partners LLC (incorporated by reference from our Form 8-K Current Report, filed on August 7, 2012).
10.32	Share Transfer Agreement dated August 20, 2012 between Energold Minerals Inc. and Senergy Partners LLC (incorporated by reference from our Form 8-K Current Report, filed on August 24, 2012).
14.1	Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 24, 2008)
21.1*	List of Subsidiaries
31.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAVERICK MINERALS CORPORATION

By	/s/ Robert Kinloch
	Robert Kinloch
	President, Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Accounting Officer
	and Principal Financial Officer)

Date:	April 1, 2013

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Robert Kinloch
	Robert Kinloch
	Sole director, Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Accounting Officer
	and Principal Financial Officer)

Date:	April 1, 2013

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