-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GXzNflXyPcsvOW2G/QB6qPR229G2ee9S9a8mell5wqxB+wbIfHrk/ZsCarskFtUd Mlr0PvrY3C7+AdKZU1vh7w== 0001281842-05-000015.txt : 20051114 0001281842-05-000015.hdr.sgml : 20051111 20051114145302 ACCESSION NUMBER: 0001281842-05-000015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUSTANG RESOURCES INC. CENTRAL INDEX KEY: 0001281842 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 760747679 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-51135 FILM NUMBER: 051200425 BUSINESS ADDRESS: STREET 1: 1574 GULF RD. #1505 CITY: POINT ROBERTS STATE: WA ZIP: 98281 BUSINESS PHONE: 604-261-6100 MAIL ADDRESS: STREET 1: 1574 GULF RD. #1505 CITY: POINT ROBERTS STATE: WA ZIP: 98281 FORMER COMPANY: FORMER CONFORMED NAME: MUSTANG RESOURCES INC DATE OF NAME CHANGE: 20040226 10QSB 1 mq3y5.htm FORM 10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)
       

ý

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended           September 30, 2005          
       

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
for the transition period from                      to                     
       
Commission file number           0-51135          

  

 MUSTANG RESOURCES INC.


(Exact name of small business as specified in its charter)

 

                                            Nevada

76-0747679


(State or other jurisdiction of incorporation or organization)                                    (IRS Employer Identification No.)

 

1574 Gulf Rd.  #1505, Point Roberts, WA, 98281


(Address of principal executive offices)

 

604-261-6100


(Issuer's telephone number)

 

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

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the

past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been

subject to such filing requirements for the past 90 days. 

Yes  ý     No  o    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b of the Exchange Act).

 

Yes  o     No  ý    

 

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

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the

Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes  o     No  o    

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable

date:

          2,018,002 shares of common stock, $0.001 par value, as of  November 10, 2005          

 

Transitional Small Business Disclosure Format (Check one):     Yes   o      No  ý

 

 

 

 

Table of Contents

   

Page

   

 

PART I

     
     

PART II

     
Item 6. Exhibits and Reports on Form 8-K 3
   

 

     

SIGNATURES

     
  Signatures

3

     

 

 

PART I

The Registrant falls within the provisions of Rule 13a-13(c)(2) of the Securities Exchange Act of 1934, as amended, and claims exemption thereunder from the requirement to file Part I.

 

 

Page 2

PART II

Item 6.  Exhibits and Reports on Form 8-K

(A) Exhibits

  

Exhibit Number

 

Description of Exhibits
       
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
  32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       
  32.2   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(B) The Company filed the following report on Form 8-K during the three month period ended September 30, 2005.

On July 29, 2004, the Company filed a Form 8-K to report that on July 20, 2005, we completed an offering, pursuant to Regulation S of the Securities Act, of 98,000 shares of our common stock to a total of 42 purchasers at a price of $0.10 per share.  None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

Subsequent to September 30, 2005, the Company filed a Form 8-K on October 11, 2005, to report that on October 8, 2005 the Company entered into an agreement with Corvair Resources Inc., a Nevada mining company holding mineral claims in British Columbia, Canada, recognizing each party's core mineral claim area and defining exclusive mineral claim registration areas and joint first refusal rights.  Corvair Resources Inc. is controlled by Terry G. Cook, and Mr. Cook holds the offices of President, Chief Executive Officer, Chief Financial Officer and Secretary with both Mustang and Corvair.  Mr. Cook is also a Director of Mustang and a Director of Corvair.  To address possible conflicts of interest regarding mineral claims that either Mustang or Corvair currently hold or acquire in the future, both Mustang and Corvair voluntarily entered into this Agreement.

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MUSTANG RESOURCES INC.

/s/ Terry G. Cook

Terry G. Cook
President

Date: November 10, 2005

Page 3

EX-31 2 mex311.htm EXHIBIT 31.1
EX-31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
         

CERTIFICATIONS

         
I, Terry G. Cook, certify that:
         
  1. I have reviewed this 10-QSB of Mustang Resources Inc.;
         
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
         
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
         
  4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
         
      (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
         
      (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
         
      (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
         
  5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
         
      (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
         
      (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
         
     
Date: November 10, 2005   /s/ Terry G. Cook
   
    By: Terry G. Cook
President
EX-31 3 mex312.htm EXHIBIT 31.2
EX-31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
         

CERTIFICATIONS

         
I, Terry G. Cook, certify that:
         
  1. I have reviewed this 10-QSB of Mustang Resources Inc.;
         
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
         
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
         
  4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
         
      (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
         
      (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
         
      (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
         
  5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
         
      (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
         
      (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
         
     
Date: November 10, 2005   /s/ Terry G. Cook
   
    By: Terry G. Cook
Chief Financial Officer
EX-32 4 mex321.htm EXHIBIT 32.1
EX-32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
   
 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       
In connection with the Quarterly Report of Mustang Resources Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2005 as filed with the Securities and Exchange Commission (the "Report"), I, Terry G. Cook, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
       
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
       
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
       
  Dated:  November 10, 2005
    By:  
      /s/ Terry G. Cook
      Terry G. Cook
      President
       

 

EX-32 5 mex322.htm EXHIBIT 32.2
EX-32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
   
 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       
In connection with the Quarterly Report of Mustang Resources Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2005 as filed with the Securities and Exchange Commission (the "Report"), I, Terry G. Cook, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
       
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
       
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
       
Dated:  November 10, 2005
    By:  
      /s/ Terry G. Cook
      Terry G. Cook
      Chief Financial Officer
       
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