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.

 

 

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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

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