UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: November 30, 2008

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

For the transition period from to .

Commission File Number: 000-50428

MAVERICK OIL AND GAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		98-0377027
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

300 SE 2nd Street, Suite 860, Fort. Lauderdale, FL		33301
(Address of Principal Executive Offices)		(Zip Code)

(954) 463-5707

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ý No □

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company ý

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

There were 2,362,857 issued and outstanding shares of the registrant’s common stock, par value $.001 per share, as of January 15, 2009.

MAVERICK OIL AND GAS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited)	1
	Consolidated Statements of Operations (Unaudited)	2
	Consolidated Statements of Cash Flows (Unaudited)	4
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 4.	Controls and Procedures	16
PART II. OTHER INFORMATION
Item 6.	Exhibits	16
	Signatures	17

MAVERICK OIL AND GAS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS	November 30, 2008			August 31, 2008
Current Assets:
Cash and cash equivalents	$	96,697		$	207,143
Accounts Receivable		—			6,205
Total Current Assets		96,697			213,348

Property, Plant and Equipment:
Buildings, furniture and equipment, net of accumulated depreciation of $177,652 and $164,722 at November 30, 2008 and August 31, 2008, respectively.		43,423			56,352
Total Property, Plant and Equipment, Net		43,423			56,352

Other assets and prepaid loan fees		197,324			208,042

Oil and natural gas properties, successful efforts method of accounting:
Assets from discontinued operations		—			3,300
Total Assets	$	337,444		$	481,042

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses	$	238,742		$	234,975
Liabilities of discontinued operations		9,865			2,890
Other liabilities		355,842			355,842
Total Current Liabilities		604,449			593,707

Long-Term Liabilities:
Asset retirement obligation		—			3,300
Total Long-Term Liabilities		—			3,300

Total Liabilities	$	604,449		$	597,007

Stockholders’ Equity (Deficit)
Preferred stock, $.001 par value, authorized 10,000,000 shares; none issued and outstanding		—			—
Common stock, $.001 par value, authorized 335,000,000 shares; 2,362,903 shares issued and outstanding at November 30, 2008 and August 31, 2008		2,363			2,363
Additional paid-in capital		58,829,388			58,768,243
Accumulated deficit		(59,098,756	)		(58,886,571	)
Total Stockholders’ Equity (Deficit)		(267,005	)		(115,965	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	337,444		$	481,042

See accompanying Notes to Consolidated Financial Statements.

MAVERICK OIL AND GAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended November 30,
	2008			2007

Oil and gas sales revenues	$	—		$	29,021

Expenses:
Lease operating expenses		—			62,341
Exploration costs		—			10,060
Lease termination expense		—			162,438
General and administrative		195,123			775,419
Depreciation, depletion and amortization		12,930			51,833
Total expenses		208,053			1,062,091

Loss from continuing operations before other income (expense)		(208,053	)		(1,033,070	)

Other income (expense):
Gain on extinguishment of trade payables		—			1,616,922
Change in fair value of derivatives		—
Interest expense and discount amortization		—			(561,051	)
Other income (expenses)		2,502			5,402
Total other income (expense)		2,502			1,061,273

Income (loss) from continuing operations		(205,551	)		28,203

Discontinued operations:
Net income from operations of discontinued segment, including gain on disposal of $459,740 at November 30, 2007		(6,634	)		452,510
Net income (loss)	$	(212,185	)	$	480,713

See accompanying Notes to Consolidated Financial Statements

MAVERICK OIL AND GAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months ended November 30,
Basic Earnings per common share:	2008			2007

Earnings (loss) from continuing operations	$	(0.09	)	$	0.01
Earnings (loss) from discontinued operations	$	0.00		$	0.20
Earnings (Loss) per common share	$	(0.09	)	$	0.21

Weighted average common shares outstanding - basic		2,362,903			2,305,211

	Three Months ended November 30,
Diluted Earnings per common share:	2008			2007

Earnings (loss) from continuing operations	$	(0.09	)	$	0.01
Earnings (loss) from discontinued operations	$	0.00		$	0.10
Earnings (Loss) per common share	$	(0.09	)	$	0.11

Weighted average common shares outstanding - diluted		2,362,903		$	4,462,011

See accompanying Notes to Consolidated Financial Statements

MAVERICK OIL AND GAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months ended November 30,
	2008			2007
Cash Flows from Operating Activities:
Income (Loss) from continuing operations	$	(205,551	)	$	28,203
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		57,845			97,913
Interest expense and discount amortization		—			561,051
Depreciation, depletion and amortization		12,930			51,833
Lease termination expense		—			162,438
Exploration costs		—			10,060
Loss on sale of building and furniture		—			6,325
Gain on settlement of trade payables		—			(1,616,922	)
Changes in working capital:
(Increase) decrease in accounts receivable		6,205			(106,251	)
(Increase) decrease in prepaid expenses, advances to operators and others		10,717			26,523
Increase in accounts payable and accrued expenses		3,767			(865,920	)
Net cash used in operating activities		(114,087	)		(1,644,747	))

Cash Flows from Investing Activities:
Proceeds from sale of building		—			36,174
Net cash used in investing activities		—			36,174

Cash Flows from Discontinued Operations:
Net cash used in operating activities		3,641			(590,505	)
Net cash provided by (used in) investing activities		—			700,000
Net cash provided by (used in) financing activities		—			291,435
Net cash provided by (used in) discontinued operations		3,641			400,930

Net Decrease in Cash		(110,446	)		(1,207,463	)
Cash at the Beginning of Period		207,143			1,962,747
Cash at the End of Period	$	96,697		$	755,104

See accompanying Notes to Consolidated Financial Statements.

MAVERICK OIL AND GAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months ended November 30,
	2008			2007
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest		$	—		$	—
Taxes		$	—		$	—
Supplemental disclosure of non-cash investing and financing activities:
Discharge of payables		$	—		$	1,519,192

See accompanying Notes to Consolidated Financial Statements.

MAVERICK OIL AND GAS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

The unaudited consolidated financial statements included herein have been prepared by Maverick Oil and Gas, Inc. (“Maverick” or the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present such information. All such adjustments are of a normal recurring nature. Although Maverick believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), have been condensed or omitted pursuant to such rules and regulations.

These financial statements should be read in conjunction with the financial statements and the notes thereto included in Maverick’s 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for interim periods are not necessarily indicative of the results for any subsequent quarter or the entire fiscal year ending August 31, 2008.

Certain reclassifications have been made to the prior year amounts to conform with the current presentation.

NOTE 2. GOING CONCERN

The Company has incurred significant losses since its inception. For the fiscal year ended August 31, 2008, our net loss from continuing operations was $2,565,008 and we had incurred an accumulated deficit of $58,886,571. For the fiscal year ended August 31, 2007, our net loss from continuing operations was $26,463,979 we had incurred an accumulated deficit of $62,209,606. During the three months period ended November 30, 2008, our accumulated deficit increased to $59,098,756 primarily due to general and administrative expenses.

Even though we were able to successfully compromise significant financial obligations to the vendors and suppliers to our Fayetteville Shale project, one of our Fayetteville Shale partners, and to an existing claimant involving our Fayetteville Shale project, as of the beginning of our second fiscal quarter our remaining capital resources were not sufficient to maintain our operations and to pay the remaining liabilities of the Company and its subsidiaries, generally as they became due. This included, within the immediate term, amounts which became payable to certain leaseholders within the Fayetteville Shale project because we did not have the resources to discharge our drilling obligations to them, amounts required to remediate existing well sites and certain severance and other employment related obligations. In the longer term, we would not have been able to satisfy the amounts which would have become due under our senior secured convertible debentures, for which we were obligated to repay the principal amount of approximately $27.8 million. Furthermore, we had been unable to secure financial, operating or other developmental partners for our Fayetteville Shale project. We had also been unable to secure additional funding for the Company.

On December 4, 2007, we received notices of default from the holders of our senior Secured Convertible Debentures. Subsequently, on December 17, 2007, we entered into a Strict Foreclosure Agreement with the holders of our Secured Convertible Debentures under which they, effective as of January 8, 2008, foreclosed upon our interest in the Fayetteville Shale Project through foreclosure upon our interest in Maverick Woodruff County, LLC our wholly owned subsidiary (which holds our leasehold interests in the Fayetteville Shale Project), Maverick Operating, LLC (our wholly owned subsidiary, that is the licensed operator of our Fayetteville Shale Project) and miscellaneous seismic data and files related to our Fayetteville Shale Project. In consideration of the transfers evidenced by the Strict Foreclosure Agreement, our obligations under the Secured Convertible Debentures were extinguished and certain mutual releases were provided.

Following the foreclosure process, we terminated most of our personnel and ceased all oil and gas related operations as we will now attempt to identify business opportunities and financing that may be suitable for the Company. However, our remaining cash assets will only be sufficient to sustain us as an inactive company for the short-term. There can be no assurances that we will be able to identify a suitable business opportunity or the financing necessary to complete a transaction, or that any business we may acquire will generate profits or increase the value of the Company. If we are unable to execute on our business plan within the short-term, we will be forced to suspend all public reporting with the SEC and possibly liquidate.

The information above raises substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments that might result if the Company was forced to cease operations as a going concern.

NOTE 3. REVERSE STOCK SPLIT

On October 16, 2008, our stockholders approved an amendment to our articles of incorporation to effect a 1 for 50 reverse stock split (the “Reverse Split”) of our common stock, $.001 par value per share. The effective date of the reverse split was October 24, 2008 and has been retroactively reflected in the accompanying financial statements. Upon effectiveness of the Reverse Split, each stockholder received one share of common stock for every 50 shares of common stock owned and outstanding as of August 21, 2008, the record date. The Reverse Split does not affect the number of shares of common stock authorized for issuance. All share and per share information has been retroactively adjusted to reflect the reverse stock split.

NOTE 4. SHARE-BASED COMPENSATION

The Company has adopted a Stock Incentive Plan (the "Stock Incentive Plan") which covers 15,000,000 shares of common stock. During November 2006, we amended our Stock Incentive Plan to increase the shares covered thereunder from 10,000,000 to 15,000,000.

In addition to the stock options covered by the Stock Incentive Plan, the Company has outstanding options to purchase 450,000 shares of common stock.

Prior to September 1, 2005, the Company accounted for stock-based compensation under Statement of Financial Accounting Standards No. 123 “Accounting for Stock-based Compensation” (“FAS 123”). As permitted under this standard, compensation cost was recognized using the intrinsic value method described in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Effective December 1, 2005, the Company adopted Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“FAS 123R”) and applied the provisions of the Securities and Exchange Commission Staff Accounting Bulletin No. 107 using the modified-prospective transition method. Prior periods were not restated to reflect the impact of adopting the new standard. As a result of the adoption of FAS 123R, stock-based compensation expense recognized during the fiscal year ended August 31, 2007, includes compensation expense for all Share-Based Payments granted on or prior to, but not yet vested as of November 30, 2005, based on the grant date fair value estimated in accordance with the original provisions of FAS 123, and compensation cost for all Share-Based Payments granted on or subsequent to September 1, 2005, based on the grant date fair value estimated in accordance with the provisions of FAS 123R.

During the three months ended November 30, 2008 and November 30, 2007, the Company recognized stock-based compensation expenses of $57,845 and $ 97,913, respectively, related to outstanding stock options according to the provisions of FAS 123R, using the modified-prospective transition method.

Prior to the adoption of FAS 123R and for the three months ended November 30, 2008 and November 30, 2007, no tax benefits from the exercise of stock options have been recognized as no options have been exercised. Any future excess tax benefits derived from the exercise of stock options will be recorded prospectively and reported as cash flows from financing activities in accordance with FAS 123R.

No options were issued or exercised by the Company during the three months ended November 30, 2008. A schedule of outstanding options is as follows:

	Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)
Outstanding on August 31, 2008	1,230,000	$	2.40	1.50
Granted	—		—	—
Exercised	—		—	—
Surrendered/Canceled	—		—	—
Outstanding on November 30, 2008	1,230,000	$	2.40	1.25
Excercisable on November 30, 2008	902,000	$	2.40	1.25

Stock-based compensation expense includes expense recognized for restricted stock awards of $1,781 and $16,431 for the three months ended November 30, 2008 and November 30, 2007, respectively. There is no unrecognized cost related to unvested restricted shares at November 30, 2008.

During the quarter ended November 30, 2008, no additional restricted stock grants were made. As of November 30, 2008 there were 110,000 restricted shares outstanding with a weighted average grant date fair value of $.82.

NOTE 5. EXTINGUISHMENT OF DEBT-SENIOR SECURED CONVERTIBLE DEBENTURES

Effective January 8, 2008, our interest in the Fayetteville Shale Project were foreclosed upon through assignment to the holders of our 2007 Debenture of our interest in Maverick Woodruff County, LLC (which holds our leasehold interests in the Fayetteville Shale Project), Maverick Operating, LLC (the licensed operator of our Fayetteville Shale Project) and miscellaneous seismic data and files related to our Fayetteville Shale Project. In consideration of the transfers evidenced by the Strict Foreclosure Agreement, our obligations under the 2007 Debentures, which totaled $28.8 million representing both principle and accrued interest were extinguished and certain mutual releases were provided.

Background description of our 2007 Debentures

Effective as of July 30, 2007, we entered into a recapitalization transaction (the Recapitalization) involving the retirement of debentures and warrants issued during 2006 in exchange for new secured convertible debentures (the “2007 Debentures”) and associated warrants (the “2007 Warrants”).

The 2007 Debentures had an aggregate principal amount of $27.8 million, were subject to interest at 8 % per annum, and had a maturity date on the second anniversary of their issuance, subject to the right of the holders to require us to repurchase one(third of the outstanding principal amount due on each of the fifteenth and twenty-first month anniversaries of the date of issuance. Interest payments and expenses associated with issuance were due on the maturity date. The 2007 Debentures were convertible into 111,038,016 shares of our common stock at a conversion price of $0.25 per share, subject to only standard anti-dilution adjustments relating to stock splits, stock dividends and the like. The 2007 Warrants granted as part of the recapitalization are exercisable into 77,902,597 shares of common stock at an exercise price of $0.01 per share (on a post-split basis). The 2007 Warrants are subject to only standard anti-dilution adjustments relating to stock splits, stock dividends and the like, and are not subject to the “full-ratchet” and “gross-up” anti-dilution features of the Warrants issued during 2006. As a result of the Recapitalization, the unamortized debt discount and deferred financing costs were expensed.

The provisions of the 2007 Debentures were evaluated pursuant to the terms of FAS 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring” and EITF-02-04, “Determining Whether a Debtor’s Modification or Exchange of Debt Instruments is within the Scope of FASB Statement No. 15” and were determined to represent a modification of debt rather than a constructive extinguishment and accordingly, no gain or loss on the exchange of the 2006 Debentures for the 2007 Debentures has been recognized.

The 2007 Warrants had a fair market value at date of grant of $1,124,716, which was determined using the Black-Scholes Option Pricing Model utilizing an expected term of 2.5 years, assumed volatility of 97.2%, a risk free discount rate of 4.58% and a dividend yield of zero. Because the exchange qualified as a modification of debt, the fair value of the 2007 Warrants was expensed at date of grant as interest expense.

NOTE 6. STOCKHOLDERS’ EQUITY

During October 2006, we issued 1,292,244 registered shares of our common stock as an interest payment to the holders of our January 5 debentures. These shares were issued in lieu of a cash payment of $378,082 that would have otherwise been paid as interest through the period ended September 30, 2006.

On December 19, 2006, we issued an aggregate of 5,225,000 investment units in a private placement transaction at a purchase price of $0.20 per unit, for total proceeds of $1,045,000. Each investment unit consisted of one share of the Company’s common stock (the “Shares”) and a warrant to purchase an additional share of the Company’s common stock (the “Warrants”). The Warrants are exercisable for a period of three years, commencing January 30, 2007, at an exercise price of $0.20 per share, subject to customary anti-dilution adjustments. The Company has granted incidental (“piggyback”) registration rights to the investors in the private placement pursuant to which the Company has agreed to include the resale of the Shares (including the shares issuable upon exercise of the Warrants) in the next registration statement to be filed by the Company with the Securities and Exchange Commission (the “SEC”) (excluding its current registration statement on file with the SEC). However, these investors have the right to demand that the

Company file a registration statement registering the resale of their Shares if a registration statement including the resale of their Shares is not otherwise filed by March 31, 2007.

The Shares and Warrants were issued to eight accredited investors, including James A. Watt, our former Chief Executive Officer, who purchased 1 million Shares and Warrants for a purchase price of $200,000. In connection with the transaction, and to insure that our authorized capital was sufficient to complete the placement, Line Trust Corporation Limited, one of our principal shareholders, agreed to surrender for cancellation outstanding warrants to purchase 5,225,000 shares of our common stock that it purchased from us in a private placement transaction completed in early 2005.

As of February 15, 2008, we compromised and discharged a total of approximately $2,300,000 of unsecured indebtedness held by vendors who provided goods and services to Maverick Woodruff County in connection with the development of the Fayetteville Shale project. The indebtedness was discharged for aggregate cash payments of approximately $470,000 and the issuance of 6,714,500 shares of our common stock to the vendors, on a pro rata basis.

We also settled the lawsuit filed by M.A. Wallace and Elvia Vaudine Wallace against us and Maverick Woodruff County in the Circuit Court of Cross County, Arkansas. That lawsuit sought damages of approximately $1,200,000. Under the terms of the settlement, we paid $135,000 and issued 3,000,000 shares of our common stock.

NOTE 7. DISCONTINUED OPERATIONS

·	Foreclosure of our Fayetteville Shale Project interests:

Effective January 8, 2008, our interest in the Fayetteville Shale Project were foreclosed upon through assignment of our interest in Maverick Woodruff County, LLC (which held our leasehold interests in the Fayetteville Shale Project), Maverick Operating, LLC (the licensed operator of our Fayetteville Shale Project) and miscellaneous seismic data and files related to our Fayetteville Shale Project. In consideration of the transfers evidenced by the Strict Foreclosure Agreement, our obligations under the 2007 Debentures were extinguished and certain mutual releases were provided. The balances and results related to our former subsidiaries Maverick Operating, LLC and in Maverick Woodruff County, LLC together with the related debt and interest obligation extinguishment with foreclosure, are being reported as part of discontinued operations in the accompanying financial statements. We recognized a gain of approximately $3.9 million for the quarter and twelve months ended August 31, 2008 related to the disposal.

·	Barnett Shale Project:

On April 26, 2007, we completed the sale of our interests in the Barnett Shale project for net proceeds of approximately $22.5 million. The sale of our interest in the project was required as part of the terms of the secured convertible debentures. The cash received from the buyer was subject to post-closing adjustments based upon the net of total revenues and capital expenditures for the period January through April 2007. Our final settlement took place during November 2007.

·	Whitewater Project:

During November 2007, we sold our interest in our Colorado-based Whitewater project. We initially sold a 30% interest in the project for $600,000, plus the pro rata assumption of all unpaid project costs since May 2006. Thereafter, we sold the remaining 70% interest in the project to one of our Fayetteville Shale project partners for $200,000, the discharge of approximately $1.4 million owed to this partner, and the assumption of the remaining unpaid project costs since May 2006. This asset was impaired to its expected realizable value of $2,000,000 in anticipation of a cash sale. The combination cash and discharge of debt transaction resulted in a gain of approximately $450,000 for the fiscal year ended August 31, 2008.

We have accounted for the sale, transfer and cease of operations related to these assets in accordance with FAS 144 – Accounting for the Impairment or Disposal of Long-Lived Assets. Pursuant to FAS 144 we have separated the detail of the individual assets, liabilities and results from operations of these projects from our consolidated balance sheet and statement of operations at November 30, 2008 as follows:

Discontinued Operations:	November 30, 2008			November 30, 2007
Assets:
Oil & gas receivables and advances to operators and others	$	—		$	3,300
Unproved properties not being amortized, net		—			—
Total assets of discontinued operations		—			3,300

Liabilities:
Accounts payable and accrued expenses	$	—		$	—
Asset retirement obligation		9,865			2,890
Short-term secured convertible debt		—			-
Total Liabilities of held for sale operations	$	9,865		$	2,890

	Three Months Ended November 30,
		2008			2007
Oil and gas sales revenues	$	6,728		$	—
Cost and Expenses		(13,362	)		(161	)
Gain on extinguishment of trade payable		—			—
Gain on extinguishment of debt		—			—
Gain on sale of Whitewater assets		—			452,671
Net income from discontinued operations before minority interest	$	(6,634	)	$	452,510

NOTE 8. COMMITMENTS AND CONTINGENCIES

● Fayetteville Shale.

Certain leases in our former Fayetteville Shale Project required us to conduct additional drilling prior to the end of 2007. Failure to meet these obligations would have obligated the company to pay up to $3,000,000 of penalties to the landowners under those leases. These obligations were renegotiated by the current owners of our Maverick Woodruff County, LLC and we have been relieved of any future liabilities associated with these commitments.

**************************

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary statement for forward-looking statements

This Quarterly Report on Form 10-Q includes “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. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position or results, levels of activity, events, trends or plans, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “project,” “estimate,” “anticipate,” or “believe” or the negative thereof or any variation thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there is no assurance that such expectations will be accomplished. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company's actual results, events or financial positions to differ materially from those included within the forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the availability of capital resources, our ability to identify a suitable operating company to acquire and complete an acquisition of such a company, changes in the securities or capital markets, and other factors disclosed under the caption “Risk Factors” in Part I Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2008 and our other filings with the United States Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.

Overview

Maverick Oil and Gas, Inc. (the “Company,” “we” or “us”) was incorporated in June 2002. From 2004 through January 2008 we were an early stage independent energy company seeking to find and develop oil and gas reserves. Following the sale in April 2007 of our interest in the Barnett Shale play in Wise County, Texas, and the subsequent foreclosure on our Fayetteville Shale project in January 2008, we terminated most of our personnel and ceased all oil and gas related operations as we exited from the oil and gas business into the business of managing an inactive shell company whose objective is to identify business opportunities and financing that may be suitable for a public company.

We have incurred significant losses since our inception. During fiscal years 2008 and 2007, we recognized income of $3,323,035 and a loss of $11,333,825 to common stockholders, respectively. For the three months ended November 30, 2008, our net loss was $212,185 and we had an accumulated deficit of $59,098,756.

Cessation of Oil and Gas Operations

We were unable to secure financial, operating or other developmental partners for our Fayetteville Shale project. We were also unable to secure additional funding for our operations. Accordingly, by January 31, 2008, we terminated all of our oil and gas personnel and terminated most of the balance of our administrative and executive personnel.

Even though we were able to successfully compromise significant financial obligations to the vendors and suppliers to our former Fayetteville Shale project, one of our former Fayetteville Shale partners, and to an existing claimant involving our former Fayetteville Shale project, as of the beginning of our second quarter, our existing capital resources were not sufficient to maintain our operations beyond the short term. In the longer-term, we would not have been able to satisfy the amounts which would have become due under our senior secured convertible debentures, for which, as of November 30, 2007, we were obligated to repay the principal amount of approximately $27.8 million plus accrued interest.

On December 4, 2007, we received notices of default from the holders of our 2007 Debentures. Subsequently, on December 17, 2007, we entered into a Strict Foreclosure Agreement with the original holders of our 2007 Debentures and the transferees of their interests under the 2007 Debentures (the "Transferees"). Under the Strict Foreclosure Agreement, effective as of January 8, 2008, the Transferees foreclosed upon our interest in the Fayetteville Shale Project through assignment of our interest in Maverick Woodruff County, LLC (which holds our leasehold interests in the Fayetteville Shale Project), Maverick Operating, LLC (the licensed operator of our Fayetteville Shale Project) and miscellaneous seismic data and files related to our Fayetteville Shale Project. In consideration of the transfers evidenced by the Strict Foreclosure Agreement, our obligations under 2007 Debentures were extinguished and certain mutual releases were provided.

We believe that the foreclosure transaction was in our best interest as we have extinguished over $28 million of senior secured indebtedness together with accrued interest, while we were able to retain a modest amount of cash and avoid, in the short-term, an

otherwise likely bankruptcy filing. Furthermore, the foreclosure process extricated us from the Fayetteville Shale project, which otherwise would have required significant additional funding (which we likely would have been unable to secure) and whose geologic outcomes was subject to uncertainty.

Following the foreclosure process, we have terminated most of our personnel and ceased all oil and gas related operations as we will now attempt to identify business opportunities and financing that may be suitable for the Company. However, our remaining cash assets will only be sufficient to sustain us as an inactive company for the short-term. There can be no assurances that we will be able to identify a suitable business opportunity or the financing necessary to complete a transaction, or that any business we may acquire will generate profits or increase the value of the Company. If we are unable to execute on our business plan within the short-term, we will be forced to suspend all public reporting with the SEC and possibly liquidate.

Our current business plan is to attempt to identify a suitable operating company with a view towards completing a business combination that could achieve long-term growth for the Company. However, as of the date of this report, we have not identified a particular industry and have determined not to restrict our search for a target company to any specific business, industry or geographical location. As of the date of this report, we have also not engaged in any specific discussions with any potential company regarding a transaction. In addition, although we have not developed any definitive criteria for evaluating a successful target, we expect to consider, among other factors, the following:

·	growth potential as evidenced by technological superiority, anticipated market expansion or new products or services;

·	the historic financial performance of the target;

·	the quality of the management team, including consultants and advisors;

·	the target’s competitive position relative to other firms of similar size and experience within its industry, a segment thereof, or geographic location;

·	the capital requirements of the target and anticipated availability of required funds for both the short and long term;

·	the results of our financial, business and management due diligence; and

·	the anticipated time and cost to complete a transaction.

In applying the foregoing criteria, we will attempt to analyze all available, relevant and material factors and circumstances in order to make an informed decision. Potential opportunities may occur in different industries, in different geographic locations and at various stages of development, all of which will make the task of comparing, analyzing and evaluating business opportunities extremely difficult and complex.

Most acquisitions of private operating companies by public shell companies are completed by way of merger pursuant to which the shareholders of the private company acquire a substantial majority of the issued and outstanding shares of the pubic company after the merger is completed. These transactions are often referred to as “reverse acquisitions” or “reverse mergers” and generally result in substantial additional dilution to the ownership interests of the stockholders of the public company. If any transaction is structured in this manner, our stockholders will suffer substantial dilution. We may complete such an acquisition upon the sole determination of management without any vote or approval by our stockholders. In certain circumstances, however, it may be necessary to call a stockholders' meeting and obtain approval of our stockholders, which may result in delay and additional expense in the consummation of any proposed transaction and may also give rise to certain appraisal rights to dissenting stockholders. Most likely, we will seek to structure any such transaction so as not to require stockholder approval.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and other professionals. If we decide not to complete a transaction after we have incurred material transaction costs in connection with the investigation, negotiation and documentation related thereto, such costs will likely not be recoverable.

Unless we acquire an operating company, we do not expect to retain any additional personnel, incur any capital expenditures, or incur any research and development expenses.

We intend to use our limited cash assets to pay for our minimal operations and legal, accounting and professional services required to prepare and file our reports with the SEC. Our remaining cash assets, however, will only be sufficient to sustain us as an inactive company for the short-term. There can be no assurance that we will be able to identify an acceptable operating company, complete an acquisition, or that any business we acquire will generate profits or increase the value of the Company. If we are unable to locate additional financing within the short-term, we will be forced to suspend all public reporting with the SEC and possibly liquidate. Furthermore, our ability to execute on these business objectives may be subject to material doubt as our management team will likely be limited to one part-time individual who will have minimal cash resources to support operations for more than the short-term.

Results of Operations.

Results of operations exclude the operation and sale of our interest in the Barnett Shale project as we have accounted for the Barnett Shale assets in results from discontinued operations for the current and comparable reporting periods.

For the Three Months Ended November 30, 2008 and November 30, 2007

We realized no revenues from continuing operations for the three months ended November 30, 2008 as compared to $29,201 for the comparable prior year period.

We generated a net loss of $212,185 for the three months ended November 30, 2008, as compared to a net income of $480,713 for the comparable prior year period. General and Administrative and Other Expenses of $195,125 were the primary reason the loss for the period ended November 30, 2008. For the three month period ended November 30, 2007, the gain on the sale of the Whitewater assets of $452,510, and a gain on the extinguishment of the trade payables of $1,616,922, were partially offset by operating expenses of $1,062,091 and interest expense and discount amortization of $561,051.

Operating loss from continuing operations before other income (expense) for the three month period ended November 30, 2008 was $208,053 as compared to a loss of $1,033,070 for the comparable prior year period. General and administrative expenses of $195,125 for the three month period ended November 30, 2008 were $580,294 lower than general and administrative expenses of $775,419 for the comparable prior year period. The lower general and administrative expenses are reflective of reductions of staff, associated expenses, and a general wind down of business activity.

Discontinued operations

The net loss from discontinued operations for the three month period ended November 30, 2008 was $6,634. The net income from discontinued operations for the three month period ended November 30, 2007 was $452,510 and is reflective of the gain on the sale of the Whitewater assets.

Liquidity and Capital Resources

Net cash used in operations from continuing activities was $114,087 for the three month period ended November 30, 2008. The primary use of the cash was to fund administrative expenses. There was no net cash provided by investing activities for the period compared to funds used of $36,174 for the comparable prior year period.

There were no financing activities during the three month period ended November 30, 2008, or during the comparable prior year period.

Net cash flow provided by discontinued operations was $3,641for the three month period ended November 30, 2008 compared to net cash provided in the prior year period of $400,930.

Our net working capital deficit of $507,752 as of November 30, 2008 increased by $127,393 versus the August 31, 2008 deficit of $380,359. The decrease is primarily attributed to a $110,476 reduction in cash.

On December 4, 2007, we received a notice from each of the holders of our Secured Convertible Debentures that certain events of default had occurred under the 2007 Debentures dated July 30, 2007. Under the terms of the 2007 Debentures, we had an obligation to redeem the holder's accrued Debentures. As of November 30, 2007, there was an aggregate total of approximately $28.6 million in principal and accrued interest outstanding under the Secured Convertible Debentures. We did not have the resources to pay that amount.

As of December 17, 2007, we entered into a Strict Foreclosure Agreement with the original holders of our 2007 Debentures and the transferees of their interests under the Secured Convertible Debentures (the "Transferees"). Under the Strict Foreclosure Agreement effective as of January 8 2008, the Transferees foreclosed upon our interest in the Fayetteville Shale Project through assignment of our interest in Maverick Woodruff County, LLC (which holds our leasehold interests in the Fayetteville Shale Project), Maverick Operating, LLC (the licensed operator of our Fayetteville Shale Project) and miscellaneous seismic data and files related to our Fayetteville Shale Project. In consideration of the transfers evidenced by the Strict Foreclosure Agreement, our obligations under the 2007 Debentures were extinguished and certain mutual releases were provided.

We believe that the foreclosure transaction was in our best interest as we have extinguished over $28 million of senior secured indebtedness, while we were able to retain a modest amount of cash and avoid, in the short-term, an otherwise likely bankruptcy filing. Furthermore, the foreclosure process extricated us from the Fayetteville Shale project, which otherwise would have required significant additional funding (which we had been unable to secure) and whose geologic outcomes was subject to uncertainty.

Following the foreclosure process, we have terminated most of our personnel and ceased all oil and gas related operations as we will now attempt to identify business opportunities and financing that may be suitable for the Company. As of November 30, 2008, we had cash resources of $96,697. We believe that our current cash resources will only be sufficient to sustain us as an inactive company for the short-term. There can be no assurances that we will be able to identify a suitable business opportunity or the financing necessary to complete a transaction, or that any business we may acquire will generate profits or increase the value of the Company. In the event that we identify a suitable operating company to acquire, we expect that we will need to raise additional capital to complete such a transaction and to satisfy the working capital or operational requirements of any company we acquire. We expect that any additional capital required will be obtained through sales of our debt or equity securities. The sale of additional equity securities will result in additional dilution to our stockholders. In the event we have to issue additional debt, we would incur increased interest expenses and could be subject to covenants that may have the effect of restricting our operations. We have no commitment for any of the additional financing necessary to execute our business plan and we can provide no assurance that such financing will be available in an amount or on terms acceptable to us, if at all. If we are unable to execute our business plan within the short-term, or if we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may not be able to complete the acquisition of an operating company, may not have enough funds to execute the business plan of any company that we do acquire, and in the extreme case, may be required to terminate operations and liquidate the Company.

In October 2008, we completed a 1:50 reverse split of our common stock, which was authorized by a majority of our stockholders. As a result, the number of outstanding shares of common stock was reduced to approximately 2.4 million while the number of authorized shares of our common stock has remained the same. Unless otherwise indicated, all common stock share amounts and common stock per share amounts have been restated to reflect the 1:50 reverse split as if it had occurred at our inception.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses. These estimates are based on information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary significantly from those estimates under different assumptions and conditions.

Critical accounting policies are defined as those significant accounting policies that are most critical to an understanding of a company’s financial condition and results of operation. We consider an accounting estimate or judgment to be critical if (i) it requires assumptions to be made that were uncertain at the time the estimate was made, and (ii) changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

We believe that the following significant accounting policies are the most critical to an evaluation of our future financial condition and results of operations.

Income Taxes

The Company is subject to income and other related taxes in areas in which it operates. When recording income tax expense, certain estimates are required by management due to timing and the impact of future events on when income tax expenses and benefits are recognized by the Company. The Company will periodically evaluate its tax operating loss and other carryforwards to determine whether a gross deferred tax asset, as well as a related valuation allowance, should be recognized in its financial statements.

Item 4. Controls and Procedures.

An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) was carried out by us under the supervision and with the participation of our chief executive officer, who serves as our principal executive officer and principal financial officer. Based upon that evaluation, our chief executive officer concluded that as of November 30, 2008, our disclosure controls and procedures were effective to ensure (i) that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) that such information is accumulated and communicated to management, including our chief executive officer, in order to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)) that occurred during the fiscal quarter ended November 30, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

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

We held a special meeting of stockholders on October 16, 2008. As of the close of business on August 21, 2008, the record date for the meeting, 118,142,860 shares of common stock were issued and outstanding. A quorum of 95,196,639 shares of common stock were present or represented at the meeting.

The Shareholders voted on a proposal to amend to our Certificate of Incorporation to effect a 1 for 50 reverse stock split. A total of 89,946,549 shares were voted for this proposal, 4,558,075 shares were voted against this proposal, and 692,015 shares abstained.

All of the foregoing share amounts contained in this Item 4 do not reflect the reverse stock split that occurred in October 2008.

Item 6. Exhibits

The following exhibits are included herein:

Exhibit Number		Description

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)(1)

(1) Filed herewith.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 14, 2009

MAVERICK OIL AND GAS, INC.

/s/ John Ruddy

John Ruddy

Chief Executive Officer (Interim)

Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description
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 to Section 906 of the Sarbanes-Oxley Act of 2002.

MAVERICK OIL & GAS, INC. 10-Q