UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington,
D.C.20549




FORM
10-Q





(Mark
One)





þ
            Quarterly Report Pursuant to
      Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the
      Quarterly Period endedDecember
      31, 2010





q
            Transition Report Pursuant to
      Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the
      Transition Period from _______________ to
      ____________________




Commission
File No. 33-55254-42





Neuro-Biotech
Corp.


(Exact
name of registrant as specified in its charter)





NEVADA
                87-0485310(State
      or other jurisdiction of
                (I.R.S.
      Employer Identification No.)incorporation
      or organization)




Aeschenvorstadt 71, CH-4051
Basel, Switzerland


(Address
of principal executive
offices)                    (Postal
Code)





Registrant’s
telephone number, including area code: 41 61 500 05 16





M45
Mining Resources Inc.


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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YesþNoq





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
filerq     Accelerated filerqNon-accelerated filerqSmaller reporting
companyþ





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





662,807,500
shares of Company’s common stock, par value $0.001 per share, were outstanding
as of February 92011.







Neuro-Biotech
Corp.


(A
Developmental Stage Company)


(formerly
M45 Mining Resources Inc.)





TABLE
OF CONTENTS FOR FORM 10-Q





PARTI.
      FINANCIAL INFORMATIONITEM 1.
                      FINANCIAL
      STATEMENTSBalance
      Sheets as of December 31, 2010 (unaudited) and March 31,
    2010
                      3Statements
      of operations for the three months ended December 31, 2010 and
      2009,  for the nine months ended December 31, 2010 and 2009 and
      for the period from April1, 2004 (inception) to December  31,
      2010 (Unaudited)
                      4Statements
      of cash flows for the ninemonths ended December 31, 2010 and 2009, and for
      the period from April 1, 2004 (inception) to December 31, 2010
      (Unaudited)
                      5Notes
      to unaudited financial statements
                      6ITEM
      2.
                      MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                      17ITEM
      3.
                      QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                      18ITEM
      4
                      CONTROLS
      AND PROCEDURES
                      19PART II. OTHER
      INFORMATIONITEM 1.
                      LEGAL
      PROCEEDINGS
                      19ITEM 1A.
                      RISK
      FACTORS
                      20ITEM 2.
                      UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                      20ITEM 3.
                      DEFAULTS
      UPON SENIOR SECURITIES
                      20ITEM 4.
                      SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                      20ITEM 5.
                      OTHER
      INFORMATION
                      20ITEM 6.
                      EXHIBITS
                      20SIGNATURES
                      21




2




PART I - FINANCIAL INFORMATION





ITEM
I.   FINANCIAL STATEMENTS




NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resoures Inc.)





BALANCE
SHEETS





December 31,
                        
                        
                        March 31,2010
                        
                        
                        2010(Unaudited)AssetsCurrent
      assets:Cash
                        
                        $
                        -
                        
                        
                        $
                        -Prepaid
      expense
                        
                        
                        -
                        
                        
                        
                        -Total
      current assets
                        
                        
                        -
                        
                        
                        
                        -Fixed
      assets, net
                        
                        
                        45,444
                        
                        
                        
                        61,755Website
      development cost, net
                        
                        
                        10,560
                        
                        
                        
                        14,599Intangible
      assets, net
                        
                        
                        598,600
                        
                        
                        
                        -Total
      assets
                        
                        $
                        654,604
                        
                        
                        $
                        76,354Liabilities
      and Stockholders' Equity (Deficit)Current
      liabilitiesAccounts
      payable and accrued liabilites
                        
                        $
                        -
                        
                        
                        $
                        19,719Notes
      payable - non-related parties
                        
                        
                        -
                        
                        
                        
                        -Notes
      payable - related parties
                        
                        
                        461,331
                        
                        
                        
                        401,849Total
      current liabilities
                        
                        
                        461,331
                        
                        
                        
                        421,568Stockholders'
      equity (deficit)Common
      stock, $.001 par value; 1,000,000,000 shares authorized, 662,807,500
      shares issued and outstanding
                        
                        
                        662,808
                        
                        
                        
                        53,121Additional
      paid-in capital
                        
                        
                        57,006,965
                        
                        
                        
                        6,863,872Deficit
      accumulated during the development stage
                        
                        
                        (57,476,500
                        )
                        
                        
                        (7,262,207
                        )Total
      stockholders equity (deficit)
                        
                        
                        193,273
                        
                        
                        
                        (345,214
                        )Total
      liabilities and stockholders' equity (deficit)
                        
                        $
                        654,604
                        
                        
                        $
                        76,354





The
accompanying notes are an integral part of the financial
statements.


3





NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resoures Inc.)





STATEMENTS
OF OPERATIONS


(Unaudited)





Date ofThree Months Ended
                            
                            
                            Nine Months Ended
                            
                            
                            Inception toDecember 31
                            
                            
                            December 31
                            
                            
                            December 31,2010
                            
                            
                            2009
                            
                            
                            2010
                            
                            
                            2009
                            
                            
                            2010Operating
      revenues
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Operating
      expenses:Mining
      claim acquisition costs
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (2,156,486
                            )
                            
                            
                            -
                            
                            
                            
                            -General
      and administrative
                            
                            
                            5,181
                            
                            
                            
                            87,700
                            
                            
                            
                            580,483
                            
                            
                            
                            122,992
                            
                            
                            
                            5,111,828Marketing
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            49,391Research
      and development
                            
                            
                            -
                            
                            
                            
                            5,000
                            
                            
                            
                            
                            
                            
                            
                            7,336
                            
                            
                            
                            175,775Depreciation,
      amortization and impairment
                            
                            
                            12,933
                            
                            
                            
                            5,698
                            
                            
                            
                            51,696,750
                            
                            
                            
                            15,823
                            
                            
                            
                            51,758,623Total
      expenses
                            
                            
                            18,114
                            
                            
                            
                            98,398
                            
                            
                            
                            50,120,747
                            
                            
                            
                            146,151
                            
                            
                            
                            57,095,617Net loss before Other Income
      (Expenses) and
      income taxes
                            
                            
                            (18,114
                            )
                            
                            
                            (98,398
                            )
                            
                            
                            (50,120,747
                            )
                            
                            
                            (146,151
                            )
                            
                            
                            (57,095,617
                            )Interest
                            
                            
                            (37,574
                            )
                            
                            
                            (3,633
                            )
                            
                            
                            (93,546
                            )
                            
                            
                            (8,667
                            )
                            
                            
                            (173,834
                            )Net
      effect of recapitlization
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (124,668
                            )Discontinued
      operations - subsidiary
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (255,997
                            )Disposal
      of subsidiary
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            173,616Net
      loss before income taxes
                            
                            
                            (55,688
                            )
                            
                            
                            (102,031
                            )
                            
                            
                            (50,214,293
                            )
                            
                            
                            (154,818
                            )
                            
                            
                            (57,476,500
                            )Income
      Taxes
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            -Net
      loss
                            
                            $
                            (55,688
                            )
                            
                            $
                            (102,031
                            )
                            
                            $
                            (50,214,293
                            )
                            
                            $
                            (154,818
                            )
                            
                            $
                            (57,476,500
                            )Basic
      and Diluted Loss Per Share:Net
      loss per weighted average shareNet
      operating loss
                            
                            $
                            -
                            
                            
                            $
                            (0.002
                            )
                            
                            $
                            (0.084
                            )
                            
                            $
                            (0.003
                            )Net
      effect of recapitlization
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Discontinued
      operations
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Disposal
      of subsidiary
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -$
                            -
                            
                            
                            $
                            (0.002
                            )
                            
                            $
                            (0.084
                            )
                            
                            $
                            (0.003
                            )Weighted
      average number of common shares used to compute net loss per weighted
      average share
                            
                            
                            662,807,500
                            
                            
                            
                            54,008,386
                            
                            
                            
                            601,077,967
                            
                            
                            
                            54,008,386





The
accompanying notes are an integral part of the financial
statements.


4





NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resoures Inc.)





STATEMENTS
OF CASH FLOWS


(Unaudited)





Date ofNine Months Ended
                      
                      
                      Inception toDecember 31,
                      
                      
                      December 31,
                      
                      
                      December 31,2010
                      
                      
                      2009
                      
                      
                      2010Cash
      flows from operations:Net
      loss
                      
                      $
                      (50,214,293
                      )
                      
                      $
                      (154,818
                      )
                      
                      $
                      (57,476,500
                      )Adjustment
      to reconcile net loss to net cash used in operarting
      activiitesDisposal
      of subsidiary
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (173,616
                      )Discontinued
      operations
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      255,997Change
      in receivables
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,414Expenses
      paid with stock, net of reversal of expenses
                      
                      
                      (1,631,486
                      )
                      
                      
                      -
                      
                      
                      
                      1,268,501Employee
      Stock Option Plan
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,319,117Prior
      period Foreign Exchange Fluctuation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (15,548
                      )Prepaid
      deposits
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      -Depreciation,
      amortization and impairment
                      
                      
                      51,696,750
                      
                      
                      
                      15,823
                      
                      
                      
                      51,758,623Increase
      (decrease) in operating liabilitiesChanges
      in receivables
                      
                      
                      -
                      
                      
                      
                      2,336
                      
                      
                      
                      -Changes
      in payables
                      
                      
                      89,547
                      
                      
                      
                      (3,000
                      )
                      
                      
                      106,352Net
      cash provided by (used in) investing activities
                      
                      
                      (59,482
                      )
                      
                      
                      (139,659
                      )
                      
                      
                      (955,660
                      )Cash
      flows from investing activities:Acquisition
      of fixed assets
                      
                      
                      -
                      
                      
                      
                      (15,198
                      )
                      
                      
                      (108,743
                      )Website
      development
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (16,156
                      )Leasehold
      improvements
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (13,329
                      )Net
      effect of recapitalization
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      124,668Net
      cash provided by (used in) investing activities
                      
                      
                      -
                      
                      
                      
                      (15,198
                      )
                      
                      
                      (13,560
                      )Cash
      flows from financing activities:Issuance
      of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      28,182Net
      effect of recapitalization
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,470Increase
      in notes payable - related parties
                      
                      
                      59,482
                      
                      
                      
                      154,857
                      
                      
                      
                      935,568Net
      cash provided by financing activities
                      
                      
                      59,482
                      
                      
                      
                      154,857
                      
                      
                      
                      969,220Net
      incresase in cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash,
      beginning of period
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash,
      end of period
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Supplemental
      disclosures of cash flow information:Interest
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      50,744Income
      tax
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Noncash
      financing and investing activitiesAcquisition
      of licenses for common stock
                      
                      $
                      52,275,000
                      
                      
                      $
                      -
                      
                      
                      $
                      52,275,000Cancellation
      of common stock for note payable
                      
                      $
                      1,125,913
                      
                      
                      $
                      -
                      
                      
                      $
                      1,125,913Conversion
      of related party notes and related accrued interest to
      capital
                      
                      $
                      1,198,835
                      
                      
                      $
                      -
                      
                      
                      $
                      1,198,835Conversion
      of accrued interest of notes payable other to capital
                      
                      $
                      36,343
                      
                      
                      $
                      -
                      
                      
                      $
                      36,343





The
accompanying notes are an integral part of the financial
statements.


5


NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





NOTE 1: ORGANIZATION AND SIGNIFICANT
ACCOUNTING PRINCIPLES





Basis
of Presentation





The
accompanying unaudited financial statements of Neuro-Biotech Corp., (the
“Company”) have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for a complete presentation of the
financial statements. In the opinion of management, the unaudited interim
financial statements furnished herein include all adjustments (consisting of a
normal and recurring nature) necessary for a fair presentation of the Company’s
financial position at December 31, 2010 (unaudited) and the results of its
operations for the ninemonths ended December 31, 2010 (unaudited) and cash flows
for the ninemonths ended December 31, 2010 (unaudited). Interim financial
statements are prepared on a basis consistent with the Company’s annual
financial statements. Results of operations for the ninemonth period ended
December 31, 2010 are not necessarily indicative of the operating results that
may be expected for the fiscal year endedMarch 31, 2011.





These
financial statements and the notes hereto should be read in conjunction with
financial statements and notes thereto included in the Company’s Form 10-K for
the year ended March 31, 2010, which was filed July 2, 2010.





Neuro-Biotech
Corp.’s,new strategy is focused on building shareholder value though the removal
of its mining business and to focus toward the realm of
neuroscience.





Neuro-Biotech
Corp. is a public neuroscience medical diagnostic enterprise involved in the
unique international niche of clinical neuroscience with the emphasis being to
rapidly develop and commercialize innovative and competitive diagnostic
products, with the goal of becoming a world leader in this market.





Neuro-Biotech's
vision is to be the first neuro-pharmaceutical company to bring to market
analytical diagnostic products specifically designed to facilitate early
diagnosis, and monitoring. This will allow follow-up treatments, through a
targeted therapeutic approach to the major psycho-social environmental diseases
related to the neuro-psycho-endocrine and immune systems.





Neuro-Biotech
Corp.business aims are to: develop and commercialize quantitative diagnostic
blood tests for early diagnosis, monitoring and follow-up for a large range of
neuroscience and stress related disorders in order to accommodate unsatisfied
medical needs; develop its own extensive portfolio of diagnostic tests and
natural brain neuroceuticals; enter into strategic alliances with large
distributors in order to accelerate its worldwide market penetration in general
and, in particular some revenue interesting niche markets,  by
initiating sales through its own sales force; and by forming business
partnerships with private laboratory networks on a worldwide basis.





The
Company on December 30, 2010, entered into a ten-year sublicense agreement with
Credo-TM, a Russian company to distribute the Company’s patented products in the
Russian Federation as defined in the agreement.  Under the agreement,
Credo-TM agrees to purchase 500,000 units at an agreed upon price of
$55.





Name
Change





On
February 11, 2010, the Company changed its name to Neuro-Biotech Corp.
TheCompany’s office is located at Aeschenvorstadt 71, CH-4051 Basel,
Switzerland.





On April
30, 2010, the Company’s Board ofDirectors approved a revision to the Company’s
charter to increase the number of common shares available for issuance to an
aggregate of 1,000,000,000 shares.





All other
provisions of the charterremain unchanged. The Company subsequently approved a
change in the par value of the Company’scommon stock to$0.001 per
share.


6


NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





As of
February9, 2011, the Company has no full-time employees. The President and
Secretary-Treasurer have agreed to allocate a portion of their time without
compensation to the activities of the Company.





Significant
Accounting Policies





Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted
Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB
Accounting Standards Codification (the “Codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification carries an equal
level of authority. The Codification superseded all existing non-SEC accounting
and reporting standards.





All other
non-grandfathered, non-SEC accounting literature not included in the
Codification is non-authoritative. The FASB will not issue new standards in the
form of Statements, FASB Positions or Emerging Issue Task Force Abstracts.
Instead, it will issue Accounting Standards Updates (“ASUs”).





The FASB
will not consider ASUs as authoritative in their own right. ASUs will serve only
to update the Codification, provide background information about the guidance
and provide the bases for conclusions on the change(s) in the Codification.
References made to FASB guidance throughout this document have been updated for
the Codification.




Cash
and cash equivalents





The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents. There are no cash equivalents as
of December 31, 2010.




Property
and equipment





Property
and equipment are carried at cost less accumulated depreciation. Major additions
and improvements are capitalized, while maintenance and repairs that do not
extend the lives of assets are expensed. Gain or loss, if any, on the
disposition of fixed assets is recognized currently in operations. Depreciation
is calculated primarily on a straight-line basis over estimated useful lives of
the assets.




Website
development costs





The costs
of computer software developed or obtained for internal use, during the
preliminary project phase, as defined under ASC Topic 350-40, “Internal-Use
Software,” will be
expensed as incurred. The costs of website development during the planning
stage, as defined under ASC 350-50, “Website Development Costs”,
will also be expensed as incurred.





Computer
software, website development incurred during the application and infrastructure
development stage, including external direct costs of materials and services
consumed in developing the software and creating graphics and website content,
will be capitalized and amortized over the estimated useful life, beginning when
the software is ready for use and after all substantial testing is completed and
the website is operational.





Research
and development





Research
and development costs principally represent consulting fees of the
Company’sscientist and biotech professionals, material and payments to third
parties for clinical trials and additional product development and testing. All
research and development costs are charged to expense as
incurred.


7


NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





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, such as useful lives of property and equipment, that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period. Actual results
could differ from those estimates.





Stock-based
compensation





The
Company follows ASC Topic 718, “Share Based Payment” which
requires all share-based payments, including grants of stock options, to be
recognized in the income statement as an operating expense, based on their fair
values. Stock-based compensation is included in general and administrative
expenses for all periods presented.





Fair
value of financial instruments





The
Company follows ASC 820, “Fair
Value Measurements”which defines fair value, establishes a framework for
measuring fair value and requires additional disclosures about fair value
measurements. The carrying amounts of cash and cash equivalents, accounts
payable, and accrued expenses approximate fair value based on their short-term
maturity. Stockholder loans are carried at cost.





Intangible
assets





Goodwill
and other intangible assets are accounted for in accordance with the FASB of ASC
350, “Goodwill and Other
Intangible Assets.” Under ASC 350, goodwill, including any goodwill
included in the carrying value of investments accounted for using the equity
method of accounting, and certain other intangible assets deemed to have
indefinite useful lives are not amortized. Rather, goodwill and such
indefinite-lived intangible assets are assessed for impairment at least annually
based on comparisons of their respective fair values to their carrying
values.





Impairment
of long lived assets





Finite-lived
intangible assets are amortized over their respective useful lives and, along
with other long-lived assets, are evaluated for impairment periodically whenever
events or changes in circumstances indicate that their related carrying amounts
may not be recoverable in accordance with ASC 360, “Accounting for the Impairment or
Disposal of Long-Lived Assets.”





In
evaluating long-lived assets for recoverability, including finite-lived
intangibles and property and equipment, the Company uses its best estimate of
future cash flows expected to result from the use of the asset and eventual
disposition in accordance with ASC 360. To the extent that estimated future
undiscounted net cash flows attributable to the asset are less than the carrying
amount, an impairment loss is recognized in an amount equal to the difference
between the carrying value of such asset and its fair value. Assets to be
disposed of and for which there is a committed plan of disposal, whether through
sale or abandonment, are reported at the lower of carrying value or fair value
less costs to sell.





Long-lived
assets, which include property, plant and equipment and the licenses, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. On April 30, 2010,
it was determined that the licenses did not have a value greater than par value
and Management recorded an impairment charge of $51,660,000 to bring the value
of the licenses to $615,000 from the recorded fair value of $0.085 per hare that
the 615,000,000 shares of common stock were issued to acquire the
licenses.


8


NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





Income
taxes





The
Company follows the liability method of accounting for income taxes in
accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”),
formerly SFAS No. 109, Accounting for Income Taxes.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards, if any. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the Statements of Income in the period that
includes the enactment date.





The
Company’s policy is to record a valuation allowance against deferred tax assets,
when the deferred tax asset is not recoverable. The Company considers estimated
future taxable income or loss and other available evidence when assessing the
need for its deferred tax valuation allowance.





Uncertainty
in Income Taxes





The
Company follows ASC 740-10, “Accounting for Uncertainty in
Income Taxes” (“ASC 740-10”). This interpretation requires recognition
and measurement of uncertain income tax positions using a “more-likely-than-not”
approach. ASC 740-10 is effective for fiscal years beginning after December 15,
2006. Management has adopted ASC 740-10 for 2009, and they evaluate their tax
positions on an annual basis, and has determined that as of December 31, 2010,
no additional accrual for income taxes other than the federal and state
provisions and related interest and estimated penalty accruals is not considered
necessary.





Comprehensive
income (loss)





The
Company adopted ASC 220-10, “Reporting Comprehensive
Income,” (formerly SFAS No. 130). ASC 220-10 requires the reporting of
comprehensive income in addition to net income from operations.





Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of information that historically has not been recognized in the
calculation of net income.





Foreign
Currency Translation





The
Company's functional currency is the United States dollar. In those instances
where the Company has foreign currency transactions, the financial statements
are translated to U.S. dollars in accordance with Financial Accounting Standard
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, “Foreign Currency Maters.”
Monetary assets and liabilitiesdenominated in foreign currencies are translated
using the exchange rate prevailing at the balance sheet date.Gains and losses
arising on translation or settlement of foreign currency denominated
transactions or balances are included in the determination of net income. The
Company has not entered into derivative instruments to offset the impact of
foreign currency fluctuations. The Company has had nominal translation or
transaction gains or losses of substance to reflect during the periods ended
December 31, 2010 and 2009.


9





NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





Basic
and Diluted Net Income (Loss) Per Share





The
Company computes net income (loss) per share in accordance with ASC Topic 260,
“Earnings per Share”
which requires dual presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) attributable to common stockholders (numerator) by the weighted
average number of common shares outstanding (denominator) during the period. The
Company had no potential common stock instruments which would result in a
diluted loss per share.





Development
Stage Enterprise





The
Company currently has no revenues and is considered to be a development stage
company under the provisions of ASC Topic 915,"Development Stage
Entities."The Company has devoted substantially all of its efforts
to business planning, and development. Additionally, the Company has allocated a
substantial portion of its time and investment in bringing its product to the
market, and the raising of capital.





Reclassifications





Certain
amounts reported in the previous year’s consolidated financial statements have
been reclassified to conform to the current period’s presentation.





Recent
Accounting Pronouncements





In
December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17, “Consolidations (FASB ASC Topic 810)
- Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities,” which codifies FASB Statement No. 167, Amendments to
FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB
Interpretation No. 46 (Revised December 2003), “Consolidation of Variable
Interest Entities,” and changes how a reporting entity determines when an entity
that is insufficiently capitalized or is not controlled through voting (or
similar rights) should be consolidated. The determination of whether a reporting
entity is required to consolidate another entity is based on, among other
things, the other entity’s purpose and design and the reporting entity’s ability
to direct the activities of the other entity that most significantly impact the
other entity’s economic performance. ASU 2009-17also requires a reporting entity
to provide additional disclosures about its involvement with variable interest
entities and any significant changes in risk exposure due to that involvement. A
reporting entity will be required to disclose how its involvement with a
variable interest entity affects the reporting entity’s financial statements.
ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year
beginning after November 15, 2009, or the Company’s fiscal year beginning
January 1, 2010. Early application is not permitted. We have not yet determined
the impact, if any, which of the provisions of ASU 2009-15 may have on the
Company’s financial statements.




10





NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





Recent
Accounting Pronouncements (Continued)





In May
2009, the FASB issued authoritative guidance for subsequent events, now codified
as FASB ASC Topic 855, “Subsequent Events,” which
establishes general standards of accounting for and disclosures of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. The guidance sets forth the circumstances
under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements. The guidance also requires
the disclosure of the date through which an entity has evaluated subsequent
events and whether this date represents the date the financial statements were
issued or were available to be issued. The Company adopted this guidance
effective October 1, 2009 with no significant impact on the Company’s financial
statements or related footnotes.





In April
2009, the FASB provided additional guidance for estimating fair value in
accordance with FASB ASC Topic 820, “Fair Value Measurements and
Disclosures,”when the volume and level of activity for the asset or
liability have significantly decreased. This additional guidance re-emphasizes
that regardless of market conditions the fair value measurement is an exit price
concept and clarifies and includes additional factors to consider in determining
whether there has been a significant decrease in market activity for an asset or
liability. This guidance also provides additional clarification on estimating
fair value when the market activity for an asset or liability has declined
significantly. The scope of this guidance does not include assets and
liabilities measured under quoted prices in active markets. This guidance is
applied prospectively to all fair value measurements where appropriate and will
be effective for interim and annual periods ending after June 15, 2009. The
adoption of the provisions of this guidance did not have any material impact on
the Company’s financial statements.





In August
2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair Value Measurements and
Disclosures (Topic 820) – Measuring Liabilities at Fair Value,” to amend
FASB ASC Topic 820, “Fair
Value Measurements and Disclosures,” to provide guidance on the
measurement of liabilities at fair value. The guidance provides clarification
that in circumstances in which a quoted market price in an active market for an
identical liability is not available, an entity is required to measure fair
value using a valuation technique that uses the quoted price of an identical
liability when traded as an asset or, if unavailable, quoted prices for similar
liabilities or similar assets when traded as assets. If none of this information
is available, an entity should use a valuation technique in accordance with
existing fair valuation principles. The Company adopted the guidance effective
October 1, 2009, and there was no material impact on the Company’s financial
statements or related footnotes.





ASC Topic
350, "Intangibles—Goodwill and
Other" amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years. The adoption of this guidance did not impact the Company’s financial
statements.


11





NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





Recent
Accounting Pronouncements (Continued)





On
October 1, 2009, The Company adopted FASB ASC Topic 805 (ASC 805), “Business Combinations,”
which generally requires an acquirer to recognize the identifiable assets
acquired, liabilities assumed, contingent purchase consideration and any
noncontrolling interest in the acquiree at fair value on the date of
acquisition. It also requires an acquirer to recognize as expense most
transaction and restructuring costs as incurred, rather than include such items
in the cost of the acquired entity. For the Company, ASC 805 applies
prospectively to business combinations for which the acquisition date is on or
after October 1, 2009. The adoption of ASC 805 did not have a material impact on
the Company’s financial statements.





In April
2009, FASB issued FSP FAS 107-1 and APB 28-1, now codified in FASB ASC Topic
825-10-65, “Interim
Disclosures about Fair Value of Financial Instruments,” which amends U.S.
GAAP to require entities to disclose the fair value of financial instruments in
all interim financial statements. The additional requirements of this guidance
also require disclosure of the method(s) and significant assumptions used to
estimate the fair value of those financial instruments. Previously, these
disclosures were required only in annual financial statements. The additional
requirements of this guidance are effective for interim reporting periods ending
after June 15, 2009. The adoption of the additional requirements did not have
any financial impact on the Company’s financial statements.





In
January 2010, the FASB issued Accounting Standards Update 2010-06, “Fair Value Measurements and
Disclosures (Topic 820) -Improving Disclosures about Fair Value
Measurements” (ASU 2010-06), to require new disclosures related to
transfers into and out of Levels 1and 2 of the fair value hierarchy and
additional disclosure requirements related to Level 3 measurements. The guidance
also clarifies existingfair value measurement disclosures about the level of
disaggregation and about inputs and valuation techniques used to measure fair
value. Theadditional disclosure requirements are effective for the first
reporting period beginning after December 15, 2009, except for the
additionaldisclosure requirements related to Level 3 measurements, which are
effective for fiscal years beginning after December 15, 2010. Theadoption of the
additional requirements is not expected to have any financial impact on the
Company’s financial statements





Other
ASU’s that have been issued or proposed by the FASB ASC that do not require
adoption until a future date and are not expected to have a material impact on
the financial statements upon adoption.





NOTE
2: GOING CONCERN





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. This contemplates the realization of assets and the
liquidation of liabilities in the normal course of business. As shown in these
financial statements, the Company has an accumulated deficit of $57,476,500 from
inception to December 31, 2010. The Company does not have any cash and relies on
notes payable at this point for cash flow. In addition, the Company used its
common stock to acquire 16 licenses that will be utilized to operate their new
business. The value of the licenses has been significantly impaired, and
represents approximately 90% of the Company’s assets at December 31, 2010. In
addition,the Company does not have operations or a source of revenue sufficient
to cover its operation costs and allow it to continue as a going concern. The
future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its new business. The
Company’s continuation as a going concern is dependent upon management either
individually or through the securing of additional notes to meet any costs and
expenses incurred. Management realizes that this situation may continue until
the Company obtains additional working capital through equity
financing.


12


NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





NOTE
3: PROPERTY AND EQUIPMENT




Machinery
and equipment consist of the following:





December 31,2010
                            (unaudited)
                          
                          
                          March 31,2010
                          
                          EstimatedUseful LivesFurniture
      and equipment
                          
                          $
                          108,743
                          
                          
                          $
                          110,789
                          
                          3 -
      5 yearsLeasehold
      improvements
                          
                          
                          13,329
                          
                          
                          
                          13,329
                          
                          3
      years122,072
                          
                          
                          
                          124,118Lessaccumulated
      depreciation
                          
                          
                          76,628
                          
                          
                          
                          62,363Property
      and equipment, net
                          
                          $
                          45,444
                          
                          
                          $
                          61,755




Depreciation
of fixed assets utilized in research and development activities is included in
research and development expense. All other depreciation is included in general
and administrative expense. Depreciation expense for the nine months ended
December 31, 2010 and 2009 was$16,311 and $15,577, respectively.




NOTE
4: WEBSITE DEVELOPMENT COSTS





Website
development costs consist of the following:





December 31,
                          
                          
                          
                          
                          Estimated2010
                            (unaudited)
                          
                          
                          March 31,2010
                          
                          Useful
                            LivesWeb
      development cost
                          
                          $
                          16,156
                          
                          
                          $
                          16,156
                          
                          3
      years16,156
                          
                          
                          
                          16,156Less
      accumulated amortization
                          
                          
                          5,596
                          
                          
                          
                          1,557Web
      development cost, net
                          
                          $
                          10,560
                          
                          
                          $
                          14,599




Amortization
of Web development cost utilized in research and development activities is
included in research and development expense. All other amortization is included
in general and administrative expense. Amortization expense for the nine months
ended December 31, 2010 and 2009 was $4,039 and $246,
respectively.


13


NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010




NOTE
5 – INTANGIBLE ASSETS





The
Company's intangible assets are defined as non-monetary long-term assets which
have no physical substance and are held for the production of goods and
provision of services, lease, operation or management. They are mainly
intellectual property rights assets, including trademarks, certificates and
manufacture license, design patents. Intangible assets are stated at actual cost
of acquisition, and are amortized over 25 years according to the beneficiaries
of the contract period. On April 30, 2010, it was determined that the licenses
did not have a value greater than par value and Management recorded an
impairment charge of $51,660,000 to bring the value of the licenses to $615,000
from the recorded fair value of $0.085 per hare that the 615,000,000 shares of
common stock were issued to acquire the licenses.





License
fees consists of the following:





December 31,
                          
                          
                          
                          
                          Estimated2010
                            (unaudited)
                          
                          
                          March 31,2010
                          
                          Useful
                            LivesLicense
      fees
                          
                          $
                          615,000
                          
                          
                          $
                          -
                          
                          25
      years615,000
                          
                          
                          
                          -Less
      accumulated amortization
                          
                          
                          16,400
                          
                          
                          
                          -Intangible
      asset, net
                          
                          $
                          598,600
                          
                          
                          $
                          -




Amortization
of the intangible assets for the nine months ended December 31, 2010 and 2009
was $16,400 and $0, respectively.




NOTE
6: NOTES PAYABLE – RELATED PARTY





At
December 31, 2010, the Company was indebted to Northern Carrabean Stars, Inc., a
shareholder of the Company for $461,331. The Company had accrued $36,343 in
interest ($20,624 for the nine months ended December 31, 2010) that was forgiven
by Northern Carrabean Stars, Inc. and applied to additional paid in capital. The
notethrough December 31, 2010 was bearing interest at 6% per annum and is
payable on demand. Northern Carrabean Stars, Inc. agreed to make this demand
note non-interest bearing as of January 1, 2011. The note was for cash flow
purposes for the Company.Squib & Waves Research Inc. and Northern Carrabean
Star Inc. have agreed to invest the sum of $2,000,000 in the Company within
fifteen (15) months from the date of April 30, 2010, as a direct and proximate
result of the above-styled license agreements. Northern Carrabean Stars, Inc.
acquired the debt from a former executive upon the acquisition of the licenses
by the Company.





NOTE 7: NOTES PAYABLE – NON-RELATED
PARTIES





The
Company and former debt holders entered into notes payable in the amount
$1,125,913. The amount was originally due the debt holders prior to a conversion
of this debt into shares of common stock. The common stock was returned to the
Company and cancelled in June 2010. The Company and the debt holders agreed to
new terms for the repayment of the debt. The notes all entered into on June 8,
2010, are for a period of one-year and accrued interest at 12% per year. During
October and November of 2010, Northern Carrabean Stars, Inc., a shareholder of
the Company, settled with each of the individual debt holders and assumed
responsibility of the notes and related interest. On December 21, 2010, Northern
Carrabean Stars, Inc. converted the debt of $1,125,913 and accrued interest of
$72,922 (total of $1,198,835) into additional paid in capital. Interest expense
for the nine months ended December 31, 2010 on these notes is
$72,922.


14


NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





NOTE 8: COMMON STOCK





The
Company has authorized capital stock of 1,000,000,000 shares of common stock
with a par value of $.001, of which 662,807,500 shares were issued and
outstanding as of December 31, 2010. The Company's common stock commenced
trading on January 27, 1999 on the OTC Bulletin Board (OTCBB) operated by the
National Association of Securities Dealers, Inc., under the symbol
"MRES."





During
the ninemonths ended December 31, 2010, the Company issued 615,000,000 shares of
common stock at the then current market value of $52,275,000. The Company’s
management determined that the licenses that were acquired for the shares of
common stock had a fair value of $615,000 (par). The resulting impairment charge
of $51,660,000 was recorded at the time of the transaction.





The
Company also issued 15,000,000 shares of common stock for services rendered at a
value of $525,000 ($0.035) to a former executive, which is based on the value of
the stock on the day it was issued. In addition, the Company cancelled
13,154,296 shares of common stock that were initially issued as conversion of a
note payable, that have been returned by the recipients and agreed to by the
Company to reinstate the terms of the note payable and adjust the dates (see
Note 7). Another 7,159,090 shares of common stock were acquired as treasury
stock under the cost method for the acquisition of mining claims previously
expensed by the Company in 2007 and 2008. These treasury shares were
subsequently cancelled and returned to treasury. The value of the mineral rights
was $2,156,486 and is reflected in the statement of operations as an expense
that reduced the mining claims acquisition costs in the development stage
columns to $0. The Company received the shares back from the mining claim
company as the business of the Company changed and they no longer wish to pursue
this business.





As of
March 31, 2010 the Company had authorized to issue 55,000,000 shares of $.001
par value common stock and the Company’s board of directors approved the
increase in the authorized shares to 1,000,000,000.





Included
in the March 2009 a total of 8,895,000 shares were issued to vendors for
invoices due, and 550,000 shares issued to the officers anddirectors of the
company for services rendered. In addition, included in the March 2009 a total
8,164,356 shares were issued to convert a note payable.





NOTE9: BASIC AND DILUTED NET LOSS PER
SHARE




Basic net
loss per common share is computed by dividing net loss by the weighted average
number of common shares outstanding during the period. Diluted net loss per
common share is computed giving effect to all dilutive potential common shares
that were outstanding during the period. Diluted potential common shares would
consist of incremental shares issuable upon exercise of stock options and
warrants. In computing diluted net loss per share for the ninemonths ended
December 31, 2010 and 2009, there are no common stock equivalents.





NOTE10: COMMITMENTS AND
CONTINGENCIES




The
Company is obligated under various operating lease agreements for office space.
Generally, the lease agreements require the payment of base rent plus
escalations for increases in building operating costs and real estate taxes.
Rental expense under operating leases totaled $0 and $9,500 for the ninemonths
ended December 31, 2010 and 2009, respectively.





Squib
& Waves Research Inc. and Northern Carrabean Star Inc. have agreed to invest
the sum of $2,000,000 in the Company within fifteen (15) months from the date of
April 30, 2010, as a direct and proximate result of the above-styled license
agreements.




15


NEURO-BIOTECH
CORP.


(A
Development Stage Company)


(formerly
M45 Mining Resources Inc.)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2010





NOTE
11: INCOME TAXES




Income
taxes are accounted for under the asset and liability method in accordance with
FASB ASC 740, “Income
Taxes,” (“ASC 740”), formerly SFAS No. 109, “Accounting for Income Taxes.”
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards, if any. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the Statements of Income in the period that
includes the enactment date.  A valuation allowance related to
deferred tax assets is recorded when it is more likely than not that some
portion or all of the deferred tax assets will not be realized.




Included
in the Company’s net deferred tax assets are approximately $1.9 million of
potential future tax benefits from prior unused tax
losses.   Realization of these tax assets depends on sufficient
future taxable income before the benefits expire.  It is not certain
that the Company will have sufficient future taxable income to utilize the loss
carryforward benefits before they expire. Therefore, an allowance has been
provided for the full amount of the net deferred tax asset.




The
provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as
follows:





December 31,2010
                      
                      
                      2009Income
      tax provision at thefederal statutory rate
                      
                      
                      34
                      %
                      
                      
                      34
                      %Effect
      of operating losses
                      
                      
                      -34
                      %
                      
                      
                      -34
                      %0
                      %
                      
                      
                      0
                      %




Net
deferred tax assets consist of the following:





December 31,2010Gross
      deferred tax asset
                  
                  $
                  1,977,610Valuation
      allowance
                  
                  
                  (1,977,610
                  )Net
      deferred tax asset
                  
                  $
                  -





At
December 31, 2010, the Company has net operating loss (NOL) carry forwards
totalling approximately $5,816,500. The carry forwards begin to expire in the
fiscal year 2030. Deferred tax assets have been reduced by a valuation allowance
because of uncertainties as to future recognition of taxable income to assure
realization.




16





ITEM 2.
            MANAGEMENT
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND
      RESULTS OF OPERATIONS.





FORWARD-LOOKING
STATEMENTS





This
document contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact are “forward-looking statements” for purposes of federal and
state securities laws, including, but not limited to, any projections of
earnings, revenue or other financial items; any statements of the plans,
strategies and objections of management for future operations; any statements
concerning proposed new services or developments; any statements regarding
future economic conditions or performance; any statements or belief; and any
statements of assumptions underlying any of the foregoing.




Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect,” “anticipate” or other similar words. These
forward-looking statements present our estimates and assumptions only as of the
date of this report. Except for our ongoing securities laws, we do not intend,
and undertake no obligation, to update any forward-looking
statement.




Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:i) changes in external factors or in our internal budgeting process which
might impact trends in our results of operations; ii) unanticipated working
capital or other cash requirements; iii) changes in our business strategy or an
inability to execute our strategy due to unanticipated changes in the industries
in which we operate; and iv) various competitive market factors that may prevent
us from competing successfully in the marketplace





The
following discussion of our financial condition and results of our operations
should be read in conjunction with the Financial Statements and Notes attached
thereto. Our current fiscal year ends March 31.





RISK
FACTORS





Our
auditor has raised a concern regarding our ability to continue as a going
concern.  Neuro-Biotech is in the development stage and we have not
generated revenues since inception.  We continue to incur operating
expenses, legal and accounting expenses, consulting fees, and marketing
expenses.  These factors raise substantial doubt about our ability to
continue as a going concern.





BUSINESS
OVERVIEW





Business
of Issuer





Neuro-Biotech
Corp.’s,new strategy is focused on building shareholder value though the removal
of its mining business and to focus toward the realm of
neuroscience.





Neuro-Biotech
Corp. is a public neuroscience medical diagnostic enterprise involved in the
unique international niche of clinical neuroscience with the emphasis being to
rapidly develop and commercialize innovative and competitive diagnostic
products, with the goal of becoming a world leader in this market.





Neuro-Biotech's
vision is to be the first neuro-pharmaceutical companies to bring to market
analytical diagnostic products specifically designed to facilitate early
diagnosis, and monitoring. This will allow follow-up treatments, through a
targeted therapeutic approach to the major psycho-social environmental diseases
related to the neuro-psycho-endocrine and immune systems.


17


Business
of Issuer (continued)





Neuro-Biotech
Corp. Business aims are to: develop and commercialize quantitative diagnostic
blood tests for early diagnosis, monitoring and follow-up for a large range of
neuroscience and stress related disorders in order to accommodate unsatisfied
medical needs; develop its own extensive portfolio of diagnostic tests and
natural brain neuroceuticals; enter into strategic alliances with large
distributors in order to accelerate its worldwide market penetration in general
and, in particular some revenue interesting niche markets,  by
initiating sales through its own sales force; and by forming business
partnerships with private laboratory networks on a worldwide basis.





The
Company expects to encounter intense competition in its efforts to become a
leader in mining exploration. Many large and small companies compete in this
intense market. The principal means of competition vary among categories and
business groups; however, the value of the territories is certainly to be taken
into consideration. The competing entities will have significantly greater
experience, financial resources, facilities, contacts and managerial expertise,
than the Company.





Results
of Operation





For the
nine month periods ended December 31, 2010 and 2009, the Company reported $-0-
revenue, respectively.  For the ninemonths ended December 31, 2010,
total expenses were $50,214,293, a $50,059,475, or 99%, increase from the
$154,818 reported for the same period in 2009. Approximately $47,698 of this
increase is attributable to anincrease in consulting and professional fees, with
the majority of the increase attributable to the impairment charge of
$51,660,000 on the intangible assets and the $525,000 in common stock issued for
professional fees.Total expenses reported for the ninemonths ended December 31,
2010 and 2009primarily represent expenses incurred for general administration,
occupancy (rent, utilities, and other related costs), impairment, amortization
and depreciation, consulting, travel, filing fees, professional services, and
interest against a note payable.





Liquidity
and Capital Resources




Neuro-Biotech
is a development stage company, and through the date of this Report, it has not
generated revenue from operations.  The Company does not have
sufficient cash or cash equivalents to satisfy its cash requirements for the
next twelve months.





The
Company has an accumulated deficit of $57,476,500. The Company continues to
report negative stockholders’ equity and does not have sufficient assets to pay
current liabilities as they come due. These matters raise substantial doubt
about the Company’s ability to continue as a going concern. The Company’s
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





The
Company’s continued existence is dependent upon several factors; including the
ability to attain profitable business operations and generate a positive cash
flow. Management plans to raise additional capital investment in the Company,
and it believes the necessary investment will be forthcoming within the next six
month period. There can be no assurance that equity financings will be available
to the Company in the future that will be obtained on terms satisfactory to the
Company. In the event that the Company’s efforts to obtain such financing prove
unsuccessful, the Company may be required to abandon its current business goals
and cease operations.





Neuro-Biotech’s
current management have indicated a willingness to continue rendering services
to the Company, to advance sufficient funds to meet our operational needs, and
not to demand payment of sums owed. The Company believes, therefore, that it can
continue as a going concern in the near future.





Off-Balance
Sheet Arrangements




For the
period endedDecember 31, 2010, the Company had no off-balance sheet
arrangements.





ITEM
3.  Quantitative and Qualitative Disclosures about Market
Risk




Not
required for smaller reporting companies as defined in Rule 12b-2 of the
Exchange Act.




18





ITEM 4. Controls and
Procedures





Our
management, under the supervision of and with the participation of the chief
executive officer and chief financial officer performed an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act”)) as of December 31, 2010, the period covered by this
report.  Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls were not
effective as of that date.





Except
for the material weaknesses in internal control over financial reporting as
referenced in our Annual Report on Form 10-K for the fiscal year ended March 31,
2010 (and further described above), no other material weaknesses were identified
in our evaluation of internal controls as of December 31, 2010.





In light
of the foregoing, once we have the adequate funds, management plans to develop
the following additional procedures to help address these material
weaknesses:





The
Company has created and refined a structure in which critical accounting
policies and estimates are identified, and together with other complex areas, is
subject to multiple reviews by accounting personnel. In addition, we plan to
enhance and test our month-end and year-end financial close process.
Additionally, management will increase its review of our disclosure controls and
procedures. We also intend to develop and implement policies and procedures for
the financial close and reporting process, such as identifying the roles,
responsibilities, methodologies, and review/approval process.





Hire a
qualified accounting staff to manage, review, and verify the day-to-day
accounting and the financial statements.





We
believe these actions will remediate the material weaknesses by focusing
additional attention and resources in our internal accounting functions.
However, the material weaknesses will not be considered remediated until the
applicable remedial controls operate for a sufficient period of time and
management has concluded, through testing, that these controls are operating
effectively.





Changes
in Internal Control over Financial Reporting





Remediation
plans established and initiated by management during the fiscal year ended March
31, 2010 continue to be implemented.  There were no other changes in
our internal controls over financial reporting during the three months ended
December 31, 2010 that have materially affected or are reasonably likely to
materially affect, our internal controls over financial reporting.





While we
have implemented or continue to implement our remediation activities, we believe
it will take multiple quarters of effective application of the control
activities, including adequate testing of such control activities, in order for
us to revise our conclusion regarding the effectiveness of our internal controls
over financial reporting.





PART
II  - OTHER
INFORMATION





ITEM
1.Legal Proceedings





We are
not aware of any pending or threatened litigation against us that we expect will
have a material adverse effect on our business, financial condition, liquidity,
or operating results. However, legal claims are inherently uncertain and we
cannot assure you that we will not be adversely affected in the future by legal
proceedings.


19





ITEM 1A. Risk Factors





Smaller
reporting companies are not required to provide the information required by this
item.





ITEM 2. Unregistered Sales of Equity Security
and Use of Proceeds





There
were no sales or unregistered securities during the period covered by this
report.





ITEM 3. Defaults Upon Senior
Securities





There
were no defaults upon senior securities during the period covered by this
report.





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





There
were no matters submitted to a vote of security holders during the period
covered by this report.





ITEM 5. Other Information





None





ITEM 6. Exhibits





(a) Exhibits.




The
following exhibits are filed with this report:




3.1
            Articles
      of Incorporation of Neuro-Biotech Corp., as filed with the Nevada
      Secretary of State on July 16,
1990.





3.2
            Bylaws
      of Neuro-Biotech Corp.. 14.1 Code of Ethics (incorporated by reference to
      Exhibit 14.1 of the Company's Quarterly Report on Form 10-QSB for the
      period ended March 31, 2004 and filed with the Securities and Exchange
      Commission on May 17, 2004).





31.1
            Certification
      of the Chief Executive Officer pursuant to Rule
      13a-14(a)/15d-14(a)





31.2
            Certification
      of the Chief Financial Officer pursuant to Rule
      13a-14(a)/15d-14(a)





32.1
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002




32.2
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





(b)Reports on Form
8-K





There
were no Form 8-K filings made during the period covered by this
report.




20





SIGNATURES





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




Dated:
      February 9, 2011
              By:
              /s/ Dr Claude PoulinDr
      Claude Poulin, CEO and DirectorDated:
      February 9, 2011
              By:
              /s/ Michael YamaniMichael
      Yamani, Secretary/Treasurer, and Principal
                Financial
      Officer




21