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 June 30, 2008
 
o
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 spe cified 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 £     No T

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 December 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 June 30, 2008 with the Securities and Exchange Commission (the “SEC”) on August 14, 2008 (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 Note 10 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 30, 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
( An Exploration Stage Enterprise)
 
Consolidated Balance Sheets
 
   
June 30,
   
December 31,
 
   
2008
   
2007
 
   
(unaudited)
       
Assets
           
             
CURRENT ASSETS:
           
Cash and cash equivalents:
           
Cash
  $ 409,802     $ 273,020  
Short term cash investments - domestic
    4,334       12,909  
Short-term cash investments - Argentina
    961,251       367,375  
Total cash and cash equivalents
    1,375,388       653,304  
                 
Receivables
    10,791       44,706  
Prepaid expenses
    62,540       72,612  
Total current assets
    1,448,719       770,621  
                 
EQUIPMENT:
               
Office equipment and vehicle
    38,187       11,216  
Equipment in Argentina
    125,768       -  
Less accumulated depreciation
    22,508       7,014  
      141,446       4,203  
                 
OTHER ASSETS:
               
Receivable - V.A. tax, Argentina
    701,929       190,719  
Land - La Josefina Estancia
    710,000       710,000  
Performance bond
    197,401       214,762  
Property option and deposits
    341,500       206,500  
Investments
    7,331       7,331  
      1,958,161       1,329,312  
                 
Total assets
  $ 3,548,326     $ 2,104,136  
                 
                 
Liabilities and Stockholders’ Equity
               
                 
CURRENT LIABILITIES:
               
Trade accounts payable
  $ 774,651     $ 380,118  
Accrued wages and related taxes
    114,180       120,202  
                 
Short term note payable
    3,525,000       3,747,000  
Debt discount:
    (1,511,480 )     (2,664,606 )
Net short term note payable
    2,013,520       1,082,394  
                 
Accrued interest on note payable
    58,714       165,149  
Total current liabilities
    2,961,066       1,747,864  
                 
STOCKHOLDERS’ EQUITY:
               
Preferred stock – 10,000,000 shares, $0.001 par value, authorized; -0- shares issued and outstanding
    -       -  
Common stock – 300,000,000 shares, $0.001 par value, authorized; 53,746,605 and  33,016,285 shares issued and outstanding, respectively
    53,746       32,491  
Additional paid-in capital
    36,624,883       12,081,316  
Retained earnings - prior to development stage
    90,527       90,527  
Deficit accumulated during the development stage
    (36,037,913 )     (11,794,981 )
Accumulated other comprehensive income (loss)
    (143,984 )     (53,081 )
Total stockholders’ equity
    587,260       356,272  
                 
Total liabilities and stockholders’ equity
  $ 3,548,326     $ 2,104,136  

The accompanying condensed notes are an integral part of these consolidated financial statements.

 
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HuntMountain Resources Ltd. and Subsidiaries
(An Exploration Stage Enterprise)

Consolidated Statements of Income
 
   
Three months ended June 30,
   
Six months ended June 30,
   
From Inception of Development Stage July 1, 2005 through
 
   
2008
   
2007
   
2008
   
2007
   
June 30, 2008
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
INCOME:
                             
Dividend and interest income
  $ 1,965     $ 533     $ 4,000     $ 798     $ 76,282  
                                         
EXPENSES:
                                       
Professional fees
    261,848       43,367       427,072       79,813       1,113,882  
Marketing
    14,154       20,849       20,653       30,150       197,364  
Exploration expenses
    1,435,152       264,632       2,263,565       663,644       4,379,967  
Travel expenses
    69,210       34,509       133,059       52,125       410,836  
Administrative and office expenses
    125,271       20,323       178,161       37,967       538,407  
Payroll expenses
    228,138       132,837       418,288       257,600       1,335,303  
Stock compensation expense
    54,000       -       106,500       -       305,100  
Comon stock and options issued for services
    75,000       -       75,000       9,000       428,250  
Interest expense and bank charges
    92,550       28,219       233,788       42,360       426,705  
Financing charge
    12,244,341       -       16,474,287       39,176       21,729,936  
Amortization of debt discount
    2,254,073       506,544       3,895,284       766,213       5,222,901  
Depreciation expense
    12,819       935       15,133       1,869       22,146  
      16,866,555       1,052,215       24,240,791       1,979,917       36,110,797  
                                         
LOSS BEFORE OTHER INCOME
    (16,864,590 )     (1,051,682 )     (24,236,790 )     (1,979,119 )     (36,034,514 )
                                         
NET OTHER INCOME/LOSS:
    (6,941 )     -       (6,141 )     -       (3,398 )
                                         
LOSS BEFORE INCOME TAXES:
    (16,871,531 )     (1,051,682 )     (24,242,932 )     (1,979,119 )     (36,037,913 )
Income taxes:
    -       -       -       -       -  
                                         
NET LOSS
  $ (16,871,531 )   $ (1,051,682 )   $ (24,242,932 )   $ (1,979,119 )   $ (36,037,913 )
                                         
                                         
BASIC AND DILUTED LOSS PER SHARE, based on weighted-average shares outstanding
    53,322,212       32,266,285       41,867,969       32,266,285          
                                         
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED
  $ ( 0.32 )   $ ( 0.03 )   $ ( 0.58 )   $ ( 0.06 )        

The accompanying condensed notes are an integral part of these consolidated financial statements.
 
 
~ 4 ~
 

HuntMountain Resources Ltd. and Subsidiaries
(An Exploration Stage Enterprise)

Consolidated Statements of Cash Flows
 
   
Six months ended
June 30,
   
From Inception of Development Stage July 1, 2005 through
 
   
2008
   
2007
   
June 30, 2008
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
                   
Increase (Decrease) in Cash and Cash Equivalents
                 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (24,242,932 )   $ (1,979,119 )   $ (36,037,913 )
Adjustments to reconcile net loss to net cash used in operating activities
                       
Depreciation
    15,133       1,869       22,146  
Stock option compensation expense
    106,500       -       305,100  
Common stock and options issued for services
    75,000       9,000       428,250  
Financing charge
    16,474,287       39,176       21,729,936  
Amortization of debt discount
    3,895,284       766,213       5,222,901  
Gain on sale of precious metal investments
    -       -       (15,194 )
Increase in long term receivable - V.A. tax
    (511,210 )     -       (701,929 )
Increase in employee receivable
    (5,187 )     -       (7,302 )
Increase in accounts receivable
    39,125       -       (1,497 )
(Increase) decrease in prepaid expenses
    10,072       10,192       (62,540 )
Increase in accounts payable
    394,534       -       730,526  
Increase in accrued liabilities
    (6,022 )     19,733       145,305  
Net cash used in operating activities
    (3,755,416 )     (1,132,936 )     (8,242,210 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Land purchases
    -       -       (710,000 )
Accrued interest income
    (23 )     -       (1,992 )
Purchase of performance bond
    -       (233,709 )     (247,486 )
Property deposits
    (135,000 )     -       (271,500 )
Property purchase option
    -       -       (70,000 )
Sale of precious metal investments
    -       -       28,913  
Acquisition of equipment
    (152,738 )     -       (163,954 )
Net cash used in investing activities
    (287,761 )     (233,709 )     (1,436,019 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
                         
Convertible note financing
    4,838,442       1,107,000       6,085,986  
Proceeds from sale of common stock
    -       -       3,947,475  
Net cash from financing activities
    4,838,442       1,107,000       10,033,461  
                         
Effect of currency translation on cash
    (73,181 )     -       (87,765 )
                         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    722,084       (259,645 )     267,467  
                         
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD
    653,304       297,191       1,107,921  
                         
CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD
  $ 1,375,388     $ 37,546     $ 1,375,388  
                         
NON-CASH FINANCING ACTIVITIES:
                       
Conversion of note into equity
    4,840,000       -       4,840,000  
Cashless exercise of options
    78       -       96  
Accrued interest
    206,579       -       371,728  
Conversion of accrued interest into equity
    -       -       -  
                         
Supplemental Disclosures of Cash Flow Information:
                       
                         
Income taxes, paid net of refunds:
    -       -       -  
Interest paid:
    -       -       -  

The accompanying condensed notes are an integral part of these consolidated financial statements.

 
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HUNTMOUNTAIN RESOURCES, LTD.
CONDENSED NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1: Basis of Presentation

HuntMountain Resources Ltd. ("HMR" or "the Company"), a Washington corporation, was formed in 2005.  Metaline Mining and Leasing Company, a Washington corporation since 1927, merged with and into the Company in August 2005.  The Company’s business plan is to acquire, explore, and develop mineral exploration properties in North and South America.  As of the end of 2007, the Company had acquired interest in one exploration property in Nevada, seven properties in the province of Santa Cruz in Argentina, and two properties in Quebec.  In addition, the Company is in the process of finalizing an agreement to acquire an exploration property near Chinipas, Chihuahua, Mexico. The Company continues to actively evaluate additional properties in North and South America.

The unaudited financial statements have been prepared by management of HuntMountain Resources Ltd., 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-K for the year ended December 31, 2007, which was filed with the SEC on April 14, 2008.  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 June 30, 2008, and its results of operations and cash flows for the three and six month periods ended June 30, 2008 and June 30, 2007.  The interim results reflected in the foregoing financial statements are not considered indicative of the results expected for the full fiscal year.

The accompanying consolidated financial statements include the accounts of the Company, a Washington corporation, its wholly-owned Canadian subsidiary HuntMountain Resources LTD (HMR LTD), HMR’s wholly owned Mexican subsidiary Cerro Cazador Mexico S.A. De C.V. (CCM), HMR’s wholly-owned subsidiary HuntMountain Investments, LLC (HMI), and Cerro Cazador S.A. (CCSA), an Argentine subsidiary 95% owned by HMR and 5% owned by HMI.

HMR LTD is incorporated in British Columbia and provincially registered in Yukon.  HMR LTD was formed for the purpose of holding Canadian exploration properties, should the Company acquire an interest in any such properties.  CCM was incorporated to acquire a property package in Chihuaua, Mexico. HMI was incorporated for the specific purpose of holding shares in subsidiary companies.  CCSA was formed in Argentina for the purpose of holding Argentine exploration properties and executing agreements in Argentina.

Note 2: Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

 
~ 6 ~
 

Accounts Receivable

The Company carries its accounts receivable at net realizable value. On a periodic basis, the Company evaluates its accounts receivable and determines if an allowance for doubtful accounts is necessary, based on a history of past write-offs and collections and current credit conditions. At June 30, 2008, and December 31, 2007, the Company’s accounts receivable balance includes an allowance for doubtful accounts of $0.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less. In the normal course of business, 30% of all funds wire transferred from the Company to CCSA are withheld by the Government of Argentina. These withheld amounts are invested in money market instruments until the Government of Argentina approves CCSA’s formal application for release. Funds held in this fashion are included in short-term cash investments.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries after elimination of intercompany accounts and transactions. The wholly and majority-owned subsidiaries of the Company are named above in “Note 1 – Basis of Presentation”.

Marketable Securities

The Company accounts for marketable securities in accordance with the provisions of Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 115”).  Under SFAS No. 115, debt securities and equity securities that have readily determinable fair values are to be classified in three categories:

Held to Maturity – the positive intent and ability to hold to maturity.  Amounts are reported at amortized cost, adjusted for amortization of premiums and accretion of discounts.

Trading Securities – bought principally for purpose of selling them in the near term.  Amounts are reported at fair value, with unrealized gains and losses included in earnings.

Available for Sale – not classified in one of the above categories.  Amounts are reported at fair value, with unrealized gains and losses excluded from earnings and reported separately as a component of stockholders’ equity.

At this time, the Company holds securities classified as available for sale.  See “Note 7 - Investments” for further details.

Mineral Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no economic ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis over proven and probable reserves.

 
~ 7 ~
 

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to the consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Long-lived Assets

The Company evaluates its long-lived assets for impairment annually, or when events or changes in circumstances indicate that the related carrying amount may not be recoverable.  If the sum of estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset grouping, an asset impairment is considered to exist.  The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset.  Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company’s financial position and results of operations.  To date no such impairments have been identified.

Equipment is stated at cost and is depreciated on the straight-line basis over an estimated useful life of 3 years.

Earnings Per Share

The Company has adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Although there were common stock equivalents outstanding on June 30, 2008, they were not included in the calculation of earnings per share because they would have been considered anti-dilutive.

Basic earnings per share are computed using the weighted average number of shares outstanding during the years (53,322,212 in the second quarter of 2008 and 32,266,285 in the second quarter of 2007).

As of June 30, 2008, the Company had outstanding options, warrants and convertible debt for a total of 24,127,056 additional shares which were considered anti-dilutive.

Deferred Income Tax

Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting.  A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward.

Fair Value of Financial Instruments

Our financial instruments as defined by Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” include cash, short term investments, a performance bond and accrued liabilities. All instruments except the performance bond are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2008 and December 31, 2007. The performance bond was marked to market on June 30, 2008 and December 31, 2007.

 
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Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No. 109”). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

Reclamation and Remediation

Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated.

Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology and inflation. Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated liability.

Recent Accounting Pronouncements

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 ("SFAS 160"), Noncontrolling interests in Consolidated Financial Statements, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. Management has not determined yet the effect that adoption of SFAS 160 may have on our results of operations or financial position.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R ("SFAS 141R"), Business Combinations, which establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, goodwill acquired in the business combination, or a gain from a bargain purchase. SFAS 141R is effective for financial statements issued for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Management has not determined yet the effect that adoption of SFAS 141R may have on our results of operations or financial position.

Effective November 1, 2007, the Company adopted the Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The adoption of FIN 48 did not have a material impact on the Company’s financial position, results of operation or liquidity.

 
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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains on items for which the fair value option has been elected are to be reported in earnings. SFAS 159 will become effective as of the beginning of the first fiscal year that begins after November 15, 2007. As such, the Company adopted SFAS 159 effective January 1, 2008. However, the Company has not elected the fair value option for any financial instruments, and adoption has not impacted the Company’s financial statements.

Fair Value Measurements

Effective January 1, 2008, the Company adopted Financial Accounting Standards Board (FASB) SFAS No. 157, Fair Value Measurements (SFAS 157). The provisions of SFAS 157 are applicable to all of the Company’s assets and liabilities that are measured and recorded at fair value. SFAS 157 establishes a new framework for measuring fair value and expands related disclosures. SFAS 157 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants. SFAS 157 establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined by SFAS 157 are described below.

Level 1: Quoted prices are available in active markets for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3: Pricing inputs include significant inputs that are generally unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Company’s needs.

As required by SFAS No. 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following table discloses by level within the fair value hierarchy the Company’s assets and liabilities measured and reported on the Consolidated Balance Sheets as of June 30, 2008, at fair value on a recurring basis:

 
~ 10 ~
 
 
 
Total
Level I
Level II
Level III
Assets:
        
Performance bond
$197,401
$197,401
$0
$0
Total:
$197,401
$197,401
$0
$0

The performance bond, required to secure the Company’s rights to explore the La Josefina property, is a step-up coupon US dollar bond issued by the Government of Argentina with a face value of $600,000. The bond was originally purchased for $251,613 and had a value of $214,762 at December 31, 2007. As of the quarter ended June 30, 2008, the value of the bond decreased $197,401.

Concentration of Credit Risk

The Company maintains its cash and cash equivalents in multiple financial institutions.  Balances in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 per institution.  Balances on deposit may occasionally exceed FDIC insured amounts. All of the Company’s cash in U.S. bank accounts was FDIC insured at June 30, 2008. The Company also maintains cash in an Argentine bank. The Argentine accounts, which had a U.S. dollar balance of $284,835 at June 30, 2008, are considered uninsured.

Beneficial Conversion Feature of Convertible Notes

The Company has determined that the Convertible Note (discussed in Note 3) contains a beneficial conversion feature. Following the guidance provided by EITF 00-27 the Company allocated proceeds of convertible debt first to the warrants issuable upon conversion of the note. The value of the warrants was recorded on the balance sheet as debt discount and increases to shareholder’s equity. The debt discounts are being amortized over the remaining life of the convertible note. The value of warrants in excess of the actual debt advance amounts were expensed as financing fees.

Once the Company allocated proceeds of convertible note advances to the warrant values, the embedded conversion feature of shares issuable on conversion of the notes was recognized. All amounts relating to the share values were expensed as financing fees.

Foreign Currency Translation

Our international operations use their local currency as their functional currency. The financial statements of international subsidiaries are translated to their U.S. dollar equivalents at end-of-period currency exchange rates for assets and liabilities and at average currency exchange rates for revenues and expenses. Translation adjustments for international subsidiaries whose local currency is their functional currency are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity. Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized as incurred in the accompanying Consolidated Statements of Income, except for certain inter-company balances designated as long-term investments.

Other Comprehensive Income

The Company has adopted SFAS 130, “Reporting of Comprehensive Income,” which establishes guidelines for the reporting and display of comprehensive income (loss) and its components in financial statements. Comprehensive income (loss) includes foreign currency translation adjustments and accrued gain or loss on the performance bond (discussed in Note 5).

 
~ 11 ~
 

Note 3: Convertible note

In January 2007, HuntMountain Resources Ltd. obtained an unsecured loan commitment for multiple advances up to $2,000,000 from Hunt Family Limited Partnership (“HFLP”), an entity controlled by Tim Hunt, the Company’s Chairman and CEO, 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 HFLP, 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 loan for multiple advances effective January 31, 2007.

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 HFLP 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 of the October Note 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 March 2008 the Company received an additional $500,000 advance from HFLP pursuant to the identical terms of the October Note.  Because, at or prior to receipt of the advance, HFLP management had notified the Company that it would convert all balances of principal and interest of the October Note into units as outlined above, the Company and HFLP agreed that the $500,000 advance in March 2008 would be deemed an advance under the October Note. This advance created an event of default under the terms of the note; however, HFLP waived the default and interest penalties stated in the default provision of the October Note.

In April of 2008 holders of the October Note converted into units, at the conversion price of $0.25 per share outstanding principal of $4,747,000, plus accrued interest of $313,014, of the October Note.  As a result the Company issued a total of 20,240,056 shares and 20,240,056 warrants.

During the second quarter the Company drew an additional $3,025,000 on the October Note, resulting in a balance of $3,525,000 at June 30, 2008.

In accordance with EITF 00-27, the Company recognized the beneficial conversion feature associated with the October Note’s convertibility into shares and warrants. The total value of warrants was determined using the Black Scholes option pricing model. In employing this model, the Company used the actual three month T-Bill rate on the advance dates for the risk-free rate. Similarly, the actual share price on advance dates was used in the calculation.  The Company assumed expected volatility of 83%, no dividends and a five year horizon in all Black Scholes option pricing calculations. In the second quarter of 2008, the total value of warrants from issuances of the October Note was $7,005,000 and the total value of shares was $6,158,000.

 
~ 12 ~
 

Note 4: Stock option plan

The Company’s 2005 Stock Plan permits the granting of up to 3,000,000 non-qualified stock options, incentive stock options, and restricted shares of common stock to employees, directors, and consultants.  At June 30, 2008, there were 2,575,000 stock options granted to directors, employees, and consultants, of which 2,190,000 were vested as of June 30, 2008.  The fair value of each option is estimated on the vesting date using the Black-Scholes option pricing  model.

There were 200,000 options that vested during the quarter ended June 30, 2008; therefore, the Company’s total stock option expense for the quarter was $129,000.  Expenses for the remaining options will be recorded as they vest in the remainder of 2008 and 2009.

For purposes of calculating the fair value of options, volatility for the two years presented is based on the historical volatility of the Company’s common stock over its public trading life.  The Company currently does not foresee the payment of dividends in the near term.  The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

   
Three month periods ended
   
June 30,2008
June 30, 2007
Weighted average risk free rate:
  
1.86%
4.92%
Weighted average volatility:
  
82.8%
75%
Expected dividend yield:
  
0%
0%
Weighted average life (years):
  
5.0
2.0

The following table summarizes the terms of the options outstanding at June 30, 2008:
 
 
Number of
Options
Weighted Average Exercise
Price
Weighted Average
Remaining
Contractual Life
(Years)
Number of
Exercisable
Options at
June 30, 2008
         
 
90,000
$0.20
3.64
90,000
 
700,000
$0.25
3.07
650,000
 
100,000
$0.30
3.34
100,000
 
10,000
$0.34
2.08
10,000
 
10,000
$0.37
1.76
10,000
 
320,000
$0.38
4.58
210,000
 
50,000
$0.40
5.00
0
 
650,000
$0.45
4.05
600,000
 
5,000
$0.55
3.01
5,000
 
55,000
$0.60
4.49
55,000
 
200,000
$0.63
3.68
175,000
 
385,000
$0.76
4.90
285,000
         
TOTALS
2,575,000
$0.43
3.92
2,190,000
 
 
~ 13 ~
 

Note 5: Performance bond

During the quarter ended June 30, 2007, Cerro Cazador S.A. was required to purchase a performance bond as a condition of the exploration agreement on the La Josefina property in Argentina.  The bond was originally purchased for $251,613. As of the quarter ended June 30, 2008, the value of the bond decreased to $197,401.  The decline in value is presented on our balance sheet as Other Comprehensive Loss. The bond has a face value of $600,000, or 10% of our required investment under the terms of the agreement.

Note 6: Commitments

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 June 30, 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. During the first quarter of 2008 the Company paid $45,000 in advance royalty payments for the Dun Glen property. 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

On March 27, 2007, the Company, through its Argentine subsidiary, CCSA, signed a definitive lease purchase agreement with FK Minera S.A. to acquire a 100% interest in the Bajo Pobré gold property located in Santa Cruz Province, Argentina.  The Company may earn up to a 100% equity interest in the Bajo Pobré property by making cash payments and exploration expenditures over a five-year earn-in period.  The required expenditures and ownership levels upon meeting those requirements are:

Year of the Agreement
Payment to FK Minera S.A.
Exploration Expenditure Requirement
Ownership
       
First year
$50,000
$250,000
0%
Second year
  50,000
  250,000
0%
Third year
  75,000
0
51%
Fourth year
  75,000
0
60%
Fifth year
  75,000
0
100%

After the fifth year, the Company is obligated to pay FK Minera S.A. the greater of a 1% net smelter royalty (“NSR”) on commercial production or $100,000 per year.  The Company has the option to purchase the NSR for a lump-sum payment of $1,000,000 less the sum of all royalty payments made to FK Minera S.A. to that point.

 
~ 14 ~
 

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 $54,792.

Note 7: Investments

The Company holds an interest in two units of Pondera Partners, Ltd., a producing oil project located in Teton County, Montana. This investment was valued at cost on the Company’s balance sheet at $7,331 on June 30, 2008.

Note 8: Property purchase option

On June 19, 2006, the Company entered into an agreement with Diagnos, Inc., (Diagnos) obtaining an exclusive option to acquire a 100% interest in two prospective gold properties located in the Abitibi region of Québec, Canada.  The properties consist of 46 claims covering approximately 6,500 acres.

The Company will acquire a 100% interest in the properties by paying Diagnos a sum of $70,000 and by conducting an initial exploration program comprised of at least three drill holes on each property.  During the year ended December 31, 2006, the Company paid the $70,000 fee, which is shown as property purchase option on the consolidated balance sheets.  Upon completion of the initial drilling programs, the Company will have the option to select up to an additional seven properties in which it may acquire a 100% interest by paying Diagnos a sum of $40,000 and completing three-hole exploration drilling programs for each property.  The option will expire if the initial two properties are not drilled within 48 months from the effective date of the agreement.

For each economic discovery made on any of the acquired properties, the Company will pay Diagnos a bonus of $500,000.  The Company will also grant Diagnos a 2% Net Smelter Royalty (NSR) for economic discoveries made on the initial or additional properties, but will retain the option to acquire 1% of the NSR upon payment of $1 million to Diagnos within five (5) years of making the economic discovery.  An economic discovery is defined in the agreement as being the production of a positive feasibility study for a given project in compliance with Canada’s National Instrument 43-101.

 
~ 15 ~
 

Note 9: Subsequent events

Subsequent to June 30, 2008 HFLP converted $5,060,014 of principal and interest owing pursuant to the October Note into 20,240,056 units consisting of one share and one warrant per unit.

Subsequent to June 30, 2008 the Company drew an additional $950,000 from the October Note.

Note 10: 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. The corrections pertain only to the three and six month periods ended June 30, 2007.

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 June 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 June 30, 2007
                 
Financing Charge
  $ -     $ -     $ -  
Amortization of debt discount
    -       506,544       506,544  
Net loss
    (545,138 )     (1,051,682 )     (506,544 )
Basic and fully diluted loss per share
  $ (0.02 )   $ (0.03 )   $ (0.03 )
                         
Income Statement for the six month period ended June 30, 2007
                       
Financing Charge
  $ -     $ 39,176     $ 39,176  
Amortization of debt discount
    -       766,213       766,213  
Net loss
    (1,173,730 )     (1,979,119 )     (805,389 )
Basic and fully diluted loss per share
  $ (0.04 )   $ (0.06 )   $ (0.02 )
                         
Balance Sheet at June 30, 2007
                       
Short-term Note Payable - Related Party, net of debt discount
  $ 1,107,000     $ 923,926     $ (183,074 )
Total current liabilities
    1,187,765       1,004,691       (183,074 )
Additional paid-in capital
    2,433,570       3,422,033       988,463  
Deficit Accumulated During the Development Stage
    (3,375,264 )     (4,180,653 )     (805,389 )
Total Stockholders’ Equity (Deficit)
    (824,673 )     (641,599 )     183,074  
 
 
~ 16 ~
 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

Forward Looking Statements

This form 10-Q and other documents we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions.  All statements other than statements of historical facts are forward-looking statements, including any statements of the plans and objectives of management for future operations, projections of revenue earnings or other financial items, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing.  Some of these forward-looking statements may be identified by the use of words in the statements such as “anticipate,” “estimate,” “could,” “would,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “should,” “may,” “assume,” “continue,” variations of such words and similar expressions.  These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict.  We caution you that our performance and results could differ materially from what is expressed, implied, or forecast by our forward-looking statements due to general financial, economic, regulatory and political conditions affecting the economy and markets, as well as more specific risks and uncertainties affecting the Company.  The Company operates in a rapidly changing environment that involves a number of risks, some of which are beyond the Company’s control.  Future operating results and the Company’s stock price may be affected by a number of factors.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “ITEM 1. BUSINESS,” and all subsections therein, including, without limitation, the subsection entitled, “FACTORS THAT MAY AFFECT THE COMPANY,” and the section entitled “MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS,” all contained in our Annual Report on Form 10-K for the year ended December 31, 2007.  Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect.  Therefore, you should not rely on any such forward-looking statements.  Furthermore, we do not intend (and we are not obligated) to update publicly any forward-looking statements.  You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission.

Overview

We are engaged in the business of acquiring, exploring and developing mineral properties, primarily those containing gold, silver and associated base metals. Through our Latin American subsidiaries we hold mining claims in Santa Cruz province, Argentina and the state of Chihuahua, Mexico. Additionally, we hold an option to acquire a 100% interest in two properties in the province of Quebec, Canada and a 10 year lease on a mining property in the state of Nevada.

The Company is currently evaluating other exploration and development properties in North and South America.

Results of Operations

Three month period ended June 30, 2008 compared to June 30, 2007

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 June 30, 2008 increased to $1,965 from $533 for the same period ended June 30, 2007. This increase was due to the receipt of a dividend payment during the quarter ended June 30, 2008. In the quarter ended June 30, 2007 the Company did not receive a similar dividend payment.

We had a net loss of $16,871,531 during the three-month period ended June 30, 2008.  This compares to a net loss of $1,051,682 during the three-month period ended June 30, 2007. The increase in our net loss was due to increased debt discount amortization and financing charges relating to the Company’s convertible notes, significantly higher exploration expenditures, higher professional fees, higher payroll expenses and higher interest expense associated with the company’s convertible notes.

 
~ 17 ~
 

During this most recently completed quarter, the Company primarily focused its exploration expenditures in Argentina.

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; 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.

Working Capital, Cash and Cash Equivalents

The Company’s working capital deficit for the three month period ending June 30, 2008 was $(1,512,348) compared to $(958,711) during that same period in 2007. The ratio of current assets to current liabilities was 0.49 to 1 at June 30, 2008 compared to 0.46 to 1 at June 30, 2007. Working capital decreased during the three month period ended June 30, 2008 compared to the same period in 2007 due to the Company’s increased exploration activity and the Company’s short-term convertible debt financing incurred in 2007 and 2008.

Net cash used in operating activities was $3,755,416 for the three month period in 2008 compared with $1,132,936 used in operating activities in the same period during 2007.  The increase is the result of the increased net loss from operations.

During the period ending June 30, 2008, investing activities used $287,761 compared with $233,709 during that same period in 2007.  The increase is primarily due to property deposits paid and the acquisition of equipment during the second quarter of 2008.

Cash flow from financing activities was $4,838,442 during the three month period ended June 30, 2008 compared to $1,107,000 during that same period in 2007. The increase is primarily the result of the Company’s convertible debt financing.

As a result, cash and cash equivalents increased by $722,084 during the three month period ended June 30, 2008. This compares to a decrease in cash and cash equivalents of $259,645 in the three month period ended June 30, 2007. The Company has cash and cash equivalents of $1,375,388 as of June 30, 2008. It will be necessary for the Company to raise additional capital to continue it business activities in 2008.

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 convertible note due to Hunt Family Limited Partnership, an entity controlled by the Company’s Chairman and CEO, to meet our financial obligations until July 31, 2008. We anticipate that this note will be replaced with a similar note from the same entity if the Company has not secured additional financing arrangements before that time. The Company intends to pursue financing opportunities in the Canadian capital markets before July 31, 2008.

 
~ 18 ~
 

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 June 30, 2008. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2008 to give reasonable assurance that the information required to be disclosed in the reports that the Company 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, to allow timely decisions regarding required disclosures.

During the quarter ended June 30, 2008 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

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, 2007.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the Quarter ended June 30, 2008 the Company issued 412,000 units of Common Stock to partners of Hunt Family Limited Partnership. Each unit consisted of one common share and one common stock purchase warrant, pursuant to the conversion of a convertible note. The warrants issued have a $0.40 per share exercise price and an expiration date of five years from the date of issuance. The private placement was made pursuant to section 4(2) and Regulation D Rule 506 exemptions from registration under the Act.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

 
~ 19 ~
 
 
ITEM 5.
OTHER INFORMATION

None.

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

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
   
       
BY:
   
DATE:  December 10, 2008
       
 
TIM HUNT, CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
 
       
       
       
       
 
/s/ Bryn Harman
   
       
BY:
   
DATE: December 10, 2008
       
 
BRYN HARMAN, CHIEF FINANCIAL OFFICER
 

 
~ 20 ~