Edgar Filing: HuntMountain Resources

form10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment #1

T	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

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

For the transition period from ______ to ______

HuntMountain Resources Ltd.

(Exact name of registrant as specified in its charter)

Washington	001-01428	68-0612191
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1611 N. Molter Road, Ste. 201 Liberty Lake, Washington	99019
(Address of principal executive offices)	(Zip Code)

Indicate by check mark 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 at least the past 90 days.

Yes T 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 £	Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company	Smaller reporting Company T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ NoT

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date 76,251,362 as of November 10, 2008.

EXPLANATORY NOTE

This Amendment #1 on Form 10-Q/A amends and restates items identified below with respect to the Form 10-Q filed by HuntMountain Resources Ltd. (the “Company”) for the period ended September 30, 2007 with the Securities and Exchange Commission (the “SEC”) on December 11, 2007 (the “Original Filing”). The purpose of this amendment is to amend and restate the previously issued financial statements included in the Original Filing for the reasons described in Notes 5 and 7 to the financial statements included in Item 1 (Financial Statements) included herein. Other than as set forth below, the items of the Original Filing continue to speak as of the date of the original filing date thereof, and the disclosure relating to such items is not being updated.

We would encourage any user of this filing to review our current filings for the most accurate current information. This Amendment is being filed as a corrected historical document.

This Amendment amends and restates the information in Item 1 (Financial Statements) and Item 2 (Management’s Discussion and Analysis) of the Original Filing. This Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. This Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original Filing, including any amendments to those filings.

Restatement of previously issued financial statements to correct a material misstatement is an indicator of a material weakness in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company did not have sufficient qualified personnel with an adequate understanding of generally accepted accounting principles and experience in the application of such principles to complex financing transactions, which led to a material misstatement of the Company’s interim financial statements for the quarters ended March 31, June 30, and September 30, 2007. Management has determined that this is a material weakness in internal control over financial reporting as of March 31, June 30, and September 30, 2007, remedied by the hiring of the Company’s Chief Financial Officer in November, 2007.

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PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HuntMountain Resources Ltd. and Subsidiaries (A Development Stage Enterprise)
Consolidated Balance Sheet	September 30, 2007 (Unaudited)

Assets

CURRENT ASSETS:
Cash and Cash Equivalents	$	137,691
Accrued Interest		3,990
Prepaid Expenses-Other		2,807
Total Current Assets				$	144,488

EQUIPMENT:
Office Equipment		11,216
Less Accumulated Depreciation		6,079
Total Office Equipment					5,137

OTHER ASSETS:
Investments		7,331
Performance Bond		212,428
Property Deposits		67,000
Property Purchase Option		70,000
Total Other Assets					356,759

TOTAL ASSETS				$	506,384

Liabilities and Stockholders’ Equity (Deficit)

CURRENT LIABILITIES:
Trade Accounts Payable	$	54,384
Accrued Wages and Related Taxes		49,891
Short-term Note Payable - Related Party, net of debt discount		828,558
Accrued Interest Payable - Related Party		84,926
Total Current Liabilities					1,017,759

STOCKHOLDERS’ EQUITY (DEFICIT):
Common Stock – 300,000,000 Shares, $0.001 Par Value, Authorized; 32,266,285 Shares Issued and Outstanding	$	32,266
Preferred Stock – 10,000,000 Shares, $0.001 Par Value, Authorized;-0- Shares Issued and Outstanding		-
Additional Paid-In Capital		4,820,502
Retained Earnings		90,527
Deficit Accumulated During the Development Stage		(5,409,713	)
Accumulated Other Comprehensive Loss		(44,957	)
Total Stockholders’ Equity (Deficit)					(511,375	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY				$	506,384

See accompanying notes to consolidated financial statements.

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HuntMountain Resources Ltd. and Subsidiaries

(A Development Stage Enterprise)

Consolidated Statements of Income

	Three Months Ended September 30,						Nine Months Ended September 30,						From Inception of Development Stage July 1, 2005 through September 30, 2007
	2007			2006			2007			2006
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

INCOME:
Dividend and Interest Income	$	4,124		$	12,753		$	4,922		$	31,912		$	70,157

EXPENSES:
Professional Fees		55,198			24,927			135,011			68,750			232,276
Marketing		26,581			15,289			56,731			56,517			163,697
Exploration Expenses		362,651			257,792			1,026,295			437,760			2,141,758
Travel Expenses		16,692			29,869			68,817			69,758			164,360
Administrative and Office Expenses		29,503			17,914			67,470			63,471			226,364
Payroll Expenses		146,274			64,677			403,874			196,643			802,910
Stock Option Compensation Expense		12,600			21,500			12,600			21,500			83,600
Stock Options Issued for Services		122,500			21,800			131,500			160,550			353,250
Interest Expense		42,568			-			84,928			-			84,927
Depreciation Expense		935			935			2,804			1,637			6,080
Financing charge		-			-			39,176			-			39,176
Amortization of debt discount		418,002			-			1,184,215			-			1,184,215
Total Expenses		1,233,504			454,703			3,213,421			1,076,586			5,482,613

LOSS BEFORE OTHER INCOME		(1,229,380	)		(441,950	)		(3,208,499	)		(1,044,674	)		(5,412,456	)

OTHER INCOME:
Income from Partnership Interest		320			634			320			1,251			2,743

NET LOSS	$	(1,229,060	)	$	(441,316	)	$	(3,208,179	)	$	(1,043,423	)	$	(5,409,713	)

BASIC LOSS PER SHARE, Based on Weighted-Average Shares Outstanding	$	(0.04	)	$	(0.01	)	$	(0.10	)	$	(0.04	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING		32,266,285			31,945,436			32,266,285			25,551,945

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HuntMountain Resources Ltd. and Subsidiaries

(A Development Stage Enterprise)

Consolidated Statements of Cash Flows

	Nine Months Ended September 30,						From Inception of Development Stage July 1, 2005 through September. 30, 2007
	2007			2006
	(Unaudited)			(Unaudited)

Increase (Decrease) in Cash and Cash Equivalents

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(3,208,179	)	$	(1,043,423	)	$	(5,409,713	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation		2,804			1,637			6,078
Stock Option Compensation Expense		12,600			21,500			83,600
Common Stock Options Issued for Services		131,500			160,550			353,250
Gain on sale of precious metal investments		-			-			(15,194	)
Increase in Accrued Interest		(3,990	)		-			(3,990	)
(Increase) Decrease in Prepaid Assets		15,818			10,748			(2,807	)
Increase in Accrued Liabilities		128,169			91,264			176,201
Financing charge		39,176			-			39,176
Amortization of debt discount		1,184,215			-			1,184,215
Net Cash Used in Operating Activities		(1,697,887	)		(757,724	)		(3,589,184	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of Precious Metal Investments		-			-			28,913
Purchase of Performance Bond		(251,613	)		-			(251,613	)
Payment of Property Deposit		(67,000	)		-			(67,000	)
Property Purchase Option & Acquisition of Equipment		-			(77,000	)		(81,216	)
Net Cash Used in Investing Activities		(318,613	)		(77,000	)		(370,916	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sales of Common Stock		-			1,003,870			1,132,870
Proceeds from Note Payable - Related Party		1,857,000			-			1,857,000
Net Cash Provided by Financing Activities		1,857,000			1,003,870			2,989,870

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(159,500	)		169,146			(970,230	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		297,191			901,162			1,107,921

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	137,691		$	1,070,308		$	137,691

See accompanying notes to consolidated financial statements.

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HUNTMOUNTAIN RESOURCES, LTD.

CONDENSED NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The unaudited financial statements have been prepared by HuntMountain Resources Ltd. (the Company), pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006, which was filed April 16, 2007. In the opinion of management of the Company, the foregoing statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2007, and its results of operations and cash flows for the three- and nine-month periods ended September 30, 2007 and September 30, 2006. The interim results reflected in the foregoing financial statements are not considered indicative of the results expected for the full fiscal year.

NOTE 2 - STOCK OPTION PLAN

At September 30, 2007, there were 2,190,000 stock options granted to directors, employees, and consultants, of which 1,730,000 are vested as of September 30, 2007. The fair value of each option is estimated on the vesting date using the Black-Scholes Option Price Calculation. There were 660,000 options that vested during the quarter ended September 30, 2007; therefore, the Company’s total stock option expense for the quarter was $135,100. Expenses for the remaining options will be recorded as they vest in the remainder of 2007 and in 2008. The following table summarizes the terms of the options outstanding at September 30, 2007:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Number of Exercisable Options at September 30, 2007
		90,000	$	0.20		4.39		90,000
		700,000	$	0.25		3.76		600,000
		100,000	$	0.30		4.09		100,000
		10,000	$	0.34		2.84		10,000
		10,000	$	0.37		2.52		10,000
		220,000	$	0.38		4.98		160,000
		150,000	$	0.40		4.96		50,000
		650,000	$	0.45		4.71		550,000
		5,000	$	0.55		3.76		5,000
		55,000	$	0.60		4.93		5,000
		200,000	$	0.63		4.32		150,000
TOTALS		2,190,000	$	0.378		4.36		1,730,000

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NOTE 3 – WARRANTS OUTSTANDING

In December 2006, the Company sold 300,000 units at a price of $0.43 to Hunt Family Limited Partnership (HFLP), a Washington Limited Partnership controlled by the Company’s Chairman and CEO as part of a private placement. Each unit was comprised of one share of the Company’s common stock and one redeemable warrant to purchase one share of the Company’s common stock, exercisable at $0.60 for a period of 2 years. The private placement was made pursuant to a Regulation D Rule 506 exemption from registration under the Securities Act of 1933, as amended. There was no commission paid, directly or indirectly, to any person in conjunction with the sale of the units. The Company received gross proceeds of $129,000 from the offering. In connection with the transaction, the Company issued warrants to acquire an additional 300,000 shares of common stock at a price of $0.60 per share. These 300,000 warrants are still outstanding as of September 30, 2007.

NOTE 4 – PERFORMANCE BOND

During the quarter ended March 31, 2007, the Company was required to purchase a performance bond as a condition of the exploration agreement on our La Josefina property in Argentina. The bond was originally purchased for $251,613. As of the quarter ended September 30, 2007, the value of the bond decreased to $212,428. The decline in value is presented on our balance sheet as Other Comprehensive Income. The bond has a face value of $600,000, or 10% of our required investment under the terms of the agreement.

NOTE 5 – COMMITMENTS

As of the quarter ended September 30, 2007, the Company has agreements to pay advance royalty and lease payments on exploration properties. The commitments are as follows:

DUN GLEN PROPERTY – PERSHING COUNTY, NEVADA

The Company has a lease for the Dun Glen property with an option to purchase a 100% interest in the claims. Lease payments began in 2006 and are considered advance royalty payments. The term of the lease is 10 years, renewable at the Company’s option for an additional ten years. The Company paid $37,500 in advance royalty payments during the quarter ended March 31, 2007, for this property. Future annual advance royalty payments begin at $45,000 per year in 2008 and escalate to $72,500 per year at the end of the fifth year of the lease and for every year beyond that, until the lease is terminated or the purchase option is exercised. The Company has also agreed to keep the claims in good standing until the lease is terminated or the purchase option is exercised.

BAJO POBRE PROPERTY – SANTA CRUZ PROVINCE, ARGENTINA

The Company, through its wholly owned subsidiary, Cerro Cazador S.A., has leased the Bajo Pobré property, with an option to purchase a 100% interest in the claims, from FK Minera, an Argentine company. Lease payments began in 2007, and there are also required exploration expenditures. The term of the lease is 5 years, and after the fifth year, Cerro Cazador shall pay FK Minera the greater of a 1% NSR royalty on commercial production or a minimum royalty payment of US$100,000 per year. The Company has the option to purchase the NSR Royalty at any time for a lump sum payment of US$1,000,000 less the sum of all royalty payments made to FK Minera to that point. The first year’s lease payment is $50,000 and the required exploration expenditures are $250,000. The second year’s lease payment is $50,000 and the required exploration expenditures are $250,000. There are no further required exploration expenditures after the second year. After the third year’s payment of $75,000, the Company will have acquired a 51% ownership interest in the claims. After the fourth year’s payment of $75,000, the Company will have acquired a 60% ownership interest. After the fifth year’s payment of $75,000, the Company will have acquired a 100% interest in the claims.

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LA JOSEFINA PROPERTY - SANTA CRUZ PROVINCE, ARGENTINA

During the second quarter of 2007, the Company, through its Argentine subsidiary, Cerro Cazador S.A., was selected as the winning bidder for the La Josefina gold property in Santa Cruz Province, Argentina. Through a public bidding process carried out by Fomento Minero de Santa Cruz Sociedad del Estado (Fomicruz S.E.), Cerro Cazador S.A. was awarded the right to explore and develop mineral deposits on La Josefina. A definitive Exploration Agreement was executed by the parties in July 2007. According to the terms of the Exploration Agreement, the Company will be required to expend $6,000,000 on the property over a four-year term, including $1,500,000 before July 2008. The agreement also defines the possible terms for a joint venture company to be set up between Cerro Cazador S.A. and Fomicruz S.E. in the event that a positive feasibility study is completed on the La Josefina property during the exploration period.

ABITIBI PROPERTIES – QUEBEC, CANADA

During 2006, the Company entered into a definitive Option Agreement for the acquisition of a 100% interest in two properties in the Abitibi region of Quebec. Pursuant to the terms of the Option Agreement, the Company paid $70,000 ($35,000 for each of the two properties) in cash to the property owner. The Company has also agreed to explore these properties and drill at least three exploration drill holes in each. The payments and drilling of exploration drill holes will earn the Company a 100% interest in each of these properties and give the Company the option to acquire additional properties from the same property owner at similar terms. The Company has also agreed to keep the claims in good standing until the agreement is terminated.

FACILITY LEASES:

The Company has lease commitments on office space and storage space in Liberty Lake, Washington. The total annual lease obligation for this facility is $23,577.

BRIDGE FINANCING:

As of January 31, 2007, HuntMountain Resources Ltd. obtained an unsecured loan commitment for multiple advances up to $2,000,000 from Tim Hunt, the Company’s Chairman and CEO, and/or entities controlled by Mr. Hunt, for the specific purpose of providing working capital, surety, bonding and/or indemnification purposes for HuntMountain Resources Ltd. and its subsidiaries. In August 2007, the Company obtained an amended, unsecured loan commitment for multiple advances up to $5,000,000 from Tim Hunt, The Company’s Chairman and CEO, and/or entities controlled by Mr. Hunt, effective August 1, 2007, to amend the previous bridge financing note that was effective on January 31, 2007. The simple interest rate on the new bridge financing note was eleven percent (11%) per annum. The aggregate amount of unpaid advances and accrued and unpaid interest under the amended note was convertible into equity securities of the Company at the same price and terms as securities sold by the Company to investors in its next equity financing. The amended note amends and restates, and does not evidence payment of, the Unsecured Note for Multiple Advances effective January 31, 2007. The total of the advances received under this loan commitment as of September 30, 2007, is $1,857,000. For the third quarter of 2007, the Company has accrued interest expense related to this debt in the amount of $42,568.

In accordance with EITF 00-27, the Company recognized a beneficial conversion feature associated with the notes convertibility into shares. The total value of shares was $1,263,370 in the third quarter of 2007.

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Following the guidance provided by EITF 00-27 the Company allocated proceeds to the shares issuable upon conversion of the note. The value of the shares was recorded on the balance sheet as debt discounts and increases to shareholder’s equity. The debt discounts are being amortized over the remaining life of the convertible note.

NOTE 6 - SUBSEQUENT EVENTS

In October 2007, the Company obtained an amended and restated convertible unsecured note for multiple advances up to $5,000,000 (“the October Note”) from Tim Hunt, The Company’s Chairman and CEO, and/or entities controlled by Mr. Hunt, to provide working capital for the Company and its subsidiaries. The amended note was effective on October 23, 2007. The amended and restated convertible unsecured note was completed to replace the previous bridge financing note that was effective August 1, 2007. The simple interest rate is eleven percent (11%) per annum. The aggregate amount of unpaid advances and accrued and unpaid interest under the amended note is convertible, in whole or in part, at the option of the holder into units of the Company’s common stock. Each unit consists of one common share and one common share purchase warrant at a conversion price of $0.25 per unit. The exercise price of the warrants issued pursuant to such conversion is set at $0.40 to acquire one new common share of the Company. The warrants to be issued pursuant to the conversion of the October note are exercisable for a period of five years from the conversion date.

In October and November of 2007 the Company received advances on the October Note totaling $1,040,000.

In November 2007, the company issued 480,000 units pursuant to the conversion of a portion of the October Note.

NOTE 7 – CORRECTION OF AN ERROR

The Company has corrected its accounting treatment for certain non-cash adjustments primarily related to the calculation and recognition of debt discount, financing charges and amortization of debt discount in accordance with EITF 00-27 in connection with the debt incurred under the bridge financing (See Note 5).

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The Company had not recognized any accounting treatment relating to debt discount, financing charges and debt discount amortization pursuant to EITF 00-27. This resulted in the Company understating net loss and overstating net convertible debt for the period ended September 30, 2007. The impact of the correction of the accounting treatment relating to EITF 00-27 is set forth in the following table:

	As Originally Reported			As Restated			Impact of the error Increase (Decrease)
Income Statement for the three month period ended September 30, 2007
Financing Charge	$	-		$	-		$	-
Amortization of debt discount		-			418,002			418,002
Net loss		(811,058	)		(1,229,060	)		(418,002	)
Basic and fully diluted loss per share	$	(0.03	)	$	(0.04	)	$	(0.03	)

Income Statement for the nine month period ended September 30, 2007
Financing Charge	$	-		$	39,176		$	39,176
Amortization of debt discount		-			1,184,215			1,184,215
Net loss		(1,984,788	)		(3,208,179	)		(1,223,391	)
Basic and fully diluted loss per share	$	(0.06	)	$	(0.10	)	$	(0.04	)

Balance Sheet at September 30, 2007
Short-term Note Payable - Related Party, net of debt discount	$	1,857,000		$	828,558		$	(1,028,442	)
Total current liabilities		2,046,201			1,017,759			(1,028,442	)
Additional paid-in capital		2,568,669			4,820,502			2,251,833
Deficit Accumulated During the Development Stage		(4,186,322	)		(5,409,713	)		(1,223,391	)
Total Stockholders’ Equity (Deficit)		(1,539,817	)		(511,375	)		1,028,442

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

We had no revenues from operations during the recently completed quarter. Our only income has been derived from interest and dividends on our cash and cash investments. Interest and dividend income for the three-month period ended September 30, 2007 decreased to $4,124 from $12,753 for the same period ended September 30, 2006. This decrease is due to the fact that the Company had less cash on hand during the quarter ended September 30, 2007 than during the same period ended September 30, 2006. The Company had higher cash balances on hand during the third quarter of 2006 due to the cash received from private placements and the exercise of warrants in 2006.

For the nine-month period ended September 30, 2007, interest and dividend income decreased to $4,992 from $31,912 for the same period ended September 30, 2006. This decrease is due to the fact that the Company had less cash on hand during the first nine months of 2007 than during the comparable period in 2006. The Company had higher cash balances on hand during 2006 due to the cash received from private placements and the exercise of warrants.

We had a net loss of $1,229,060 during the three-month period ended September 30, 2007. This compares to a net loss of $441,316 during the three-month period ended September 30, 2006. The increase in our net loss was due to significantly higher exploration expenditures, the presence of debt discount amortization that did not impact any financial statements in 2006, increased professional fees, increased payroll and related expenditures, increased stock options expense, increased administrative and office expenses and interest expense related to the bridge financing provided by entities controlled by our Chairman. Interest was accrued, but none was paid or converted to equity during this quarter. The increased expenses were partially offset by lower travel expenses.

We had a net loss of $3,208,179 during the nine-month period ended September 30, 2007. This compares to net loss of $1,043,423 during the nine-month period ended September 30, 2006. The increase in our net loss was due to significantly higher exploration costs, the presence of debt discount amortization that did not impact any financial statements in 2006, higher payroll and related expenditures, higher professional fees and higher interest expense accrued on the bridge financing provided to the company by entities controlled by our Chairman.

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During this most recently completed quarter, the Company primarily focused its exploration expenditures in Argentina. This exploration included the due diligence for a final agreement on the La Josefina project – which was signed in July 2007, property-related payments on the Bajo Pobré property, and core processing from our drill program at El Gateado.

We anticipate continuing net losses until such time as we sufficiently develop properties for production or subsequent acquisition by another company. Our ongoing expenses consist of exploration expenses on properties that we have acquired; debt discount amortization; payroll; investor relations and marketing; travel, administrative and office expenses; accounting, legal, and consulting expenses related to complying with reporting requirements of the Securities Exchange Act of 1934; and expenses incurred in the search for exploration properties that meet our acquisition criteria.

Plan of Operation

The Company intends to continue the exploration, development, and if warranted, the mining of properties containing silver, gold, and associated base metals and other opportunities within the mineral industry throughout North and South America. At this time, the Company has interests in seven exploration properties in the Santa Cruz province of Argentina, the Dun Glen Gold Project in Pershing County Nevada, and two exploration properties in the Abitibi region of Quebec, Canada. The Company intends to conduct mineral exploration and/or secure joint venture partners on each of these properties. In addition, the Company is actively evaluating properties in order to identify additional projects that meet the Company’s acquisition criteria. To this end, the Company has formed a wholly-owned subsidiary in Mexico for the purpose of evaluating and potentially acquiring precious metal properties, primarily silver properties, in Mexico. The Company has engaged the services of consultants to assist in our exploration programs and in the identification of mineral properties for possible acquisition.

The Company currently has four full-time employees. In addition to the services provided by those employees, we anticipate utilizing the services of consultants to accomplish our plans of operation in the near term.

Santa Cruz - Argentina

The Company owns the mineral exploration rights to seven property positions in the highly prospective Santa Cruz Province of Argentina totaling approximately 270,000 acres (over 1,000 sq. km). The properties are called La Josefina, Bajo Pobré, El Gateado, El Alazan, El Overo, El Lobuno, and El Tordillo. The Company has renewed the contract of an Argentine senior geologist with extensive experience in Santa Cruz to implement the field exploration program that includes detailed geologic mapping, diamond core drilling, and geochemical sampling. Other contractors and employees have been hired to perform our exploration activities in Santa Cruz. Channel samples and preliminary drill results from the El Gateado property have indicated sufficient mineralization to merit further exploration and drilling. The Company has initiated sampling, surveying and/or drilling programs at La Josefina, Bajo Pobré, and El Gateado with the goal of defining mineral resources. Reconnaissance exploration will also take place on the remaining Argentine properties.

Dun Glen Gold Project - Nevada

The Dun Glen Gold Project consists of 94 contiguous unpatented lode mining claims covering approximately 1,700 acres within the Sierra Mining District, an area with historic published production of at least 250,000 ounces of gold from both lode and placer sources. From 1862 to1880, and throughout the early 20th century, gold production occurred within the project area at a number of small underground mines. During 2006, the Company implemented a field exploration program at Dun Glen which included surface geochemical sampling, a geophysical survey, and detailed geologic mapping to delineate drill targets. A ground magnetic survey took place in July 2006, and an initial drill program was commenced where approximately 3,600 feet of core was drilled in four exploration holes. The program was suspended in December 2006 due to winter conditions. Each of the four holes completed before the winter hiatus intersected significant widths of strongly anomalous precious metal mineralization. In May 2007, a technical report complying with Canada’s NI 43-101 standards was completed, and an exploration program valued at $675,000 was recommended for this property. Due to the Company’s emphasis on its opportunities in Argentina, no further work has been done at Dun Glen.

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Quebec - Canada

During 2006, the Company acquired an option on a 100 percent interest in two prospective gold properties in the prominent Chibougamau and Abitibi regions of northwestern Quebec. The Lac à l’Eau Jaune property is 35 kilometers south of Chibougamau, and the Malartic Surimau property is 40 kilometers west of Val d’Or. Together, these projects consist of 46 claims covering approximately 6,500 acres of terrain known to host high-grade gold mineralization within regions that have collectively produced approximately 180 million ounces of gold. The Company expects to be conducting exploration mapping, sampling, and drilling within each project area, and it has engaged the services of a Canadian senior geologist with extensive experience in the Abitibi and Chibougamau regions of Quebec to prepare a comprehensive exploration plan for the two properties.

Liquidity

It is anticipated that expenditures will continue to increase as we move forward with our exploration programs on our current properties and seek additional opportunities with other properties. We have sufficient resources, including a bridge loan commitment from an entity controlled by the Company’s Chairman and CEO, to meet our financial obligations for the next twelve months. The bridge loan is evidenced by a note that was originally executed on January 31, 2007 and was to mature on July 31, 2007. That note was amended with an amended note signed on August 9, 2007 with an effective date of July 31, 2007. The maturity date of that amended note was extended to July 1, 2008. The amount of that note was amended to $5,000,000 and was convertible into equity at the terms of our next public financing, subject to certain terms and conditions in the note. In October, 2007 the note was again amended to provide for a maturity date of July 31, 2008. The aggregate amount of unpaid advances and accrued and unpaid interest under the amended note is convertible, in whole or in part, at the option of the holder into units of the Company’s common stock. Each unit consists of one common share and one common share purchase warrant at a conversion price of $0.25 per unit. The exercise price of the warrants issued pursuant to such conversion is set at $0.40 to acquire one new common share of the Company. The warrants to be issued pursuant to the conversion of the October note are exercisable for a period of five years from the conversion date. Subsequent to quarter end the company issued 480,000 units pursuant to the conversion of a portion of the note. The Company also plans to raise funds through a debt or equity offering to expand our exploration programs and acquire additional properties; although there is no assurance that an offering will be available on terms favorable to the company, or at all.

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Forward Looking Statements

Some information contained in or incorporated by reference into this report may contain forward looking statements. The use of any of the words “development”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “project”, “believe”, and similar expressions are intended to identify uncertainties. We believe the expectations reflected in those forward looking statements are reasonable. However, we cannot assure that the expectations will prove to be correct. Actual results could differ dramatically from those anticipated in these forward looking statements as a result of the factors set forth below and other factors set forth and incorporated by reference into this report:

Worldwide economic and political events affecting the supply of and demand for gold, silver, copper, and other base and precious metals

Volatility in the market price for gold, silver, copper, and other base and precious metals

Financial market conditions and the availability of financing on terms acceptable to the Company

Uncertainties associated with the development of exploration properties in certain geographical locations

Geological, technical, permitting, mining, and processing problems

The availability, terms, conditions, and timing of require governmental permits and approvals

Uncertainty regarding future changes in applicable law or implementation of existing law

The availability of experienced employees and the retention of key employees

The factors discussed under “Risk Factors” in our Form 10KSB for the period ending December 31, 2006

Item 3. Controls and Procedures

Tim Hunt, the Company’s President and CEO, and Bryn Harman, the Company’s Chief Financial Officer, have evaluated the Company’s disclosure controls and procedures as of September 30, 2007. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are designed and were effective as of September 30, 2007 to give reasonable assurances that the information required to be disclosed in the reports that the Company’s files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is also accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer.

During the quarter ended September 30, 2007 there were no changes in the Company’s internal controls or, to the knowledge of the management of the Company, any other changes that materially affect, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None

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ITEM 1A.

RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ending December 31, 2006.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Subsequent to quarter end the company issued 480,000 units pursuant to the conversion of a portion of the note.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 8, 2007 the Company held its Annual Meeting of Shareholders. A total of 26,152,151 shares were represented in person at the meeting. All shares represented at the meeting were cast in favor of the election of the following persons to the Board of Directors:

Tim Hunt

William R. Green

Eberhard A. Schmidt

Alastair H. Summers

Gregory B. Lipsker

Randal L. Hardy

Michael M. Mastor

In other business considered at the Annual Meeting, shareholders approved the change of the Company’s corporate domicile from the state of Nevada to the State of Washington. The change of domicile issue was unanimously approved with the 26,152,151 shares represented in person at the meeting voting in favor of the change of domicile.

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ITEM 5.

OTHER INFORMATION

On November 8, 2007 the Board of Directors appointed Bryn Harman, CFA to the position of Chief Financial Officer. For the past five years Mr. Harman has been employed with ICM Asset Management, a national investment advisory firm, most recently holding the position of Vice President & Director of Research. Mr. Harman earned his Bachelor of Commerce degree in Finance from the University of Saskatchewan and also holds the designation of Chartered Financial Analyst

ITEM 6.

EXHIBITS

31.1--Certification required by Rule 13a-14(a) or Rule 15d-14(a). Tim Hunt

31.2--Certification required by Rule 13a-14(a) or Rule 15d-14(a). Bryn Harman

32.1--Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Tim Hunt

32.2--Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Bryn Harman

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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.

HUNTMOUNTAIN RESOURCES LTD.

/s/ Tim Hunt

TIM HUNT, PRESIDENT, CEO AND CHAIRMAN

DATE: November 10, 2008

HUNTMOUNTAIN RESOURCES LTD.

/s/ Bryn Harman

BRYN HARMAN, CHIEF FINANCIAL OFFICER

DATE: November 10, 2008

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