**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 ended******June
                30, 2008**





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





**M45
      Mining Resources Inc.**





(Exact
      name of registrant as specified in its charter)





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





**1212
                Redpath Crescent, Montreal (Quebec) Canada**
            
            **H3G
                2K1**(Address
                of principal executive offices)
            
            (Postal
                Code)





Registrant’s
      telephone number, including area code: **(514)
      812-4568**





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.


Yes þ No q





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 q   Accelerated filer q Non-accelerated
      filer q Smaller
      reporting company þ





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





37,241,530
      shares of Company’s common stock, par value $0.0001 per share, were outstanding
      as of August 12, 2008.





**M45
      Mining Resources Inc.**


(A
      Developmental Stage Company)


**TABLE
      OF CONTENTS FOR FORM 10-Q**





**PART
                I. FINANCIAL INFORMATION**ITEM
                1.
            FINANCIAL
                STATEMENTSBalance
                Sheets as of June 30, 2008 (unaudited) and March 31, 2008
            2Statements
                of Operations for the Three Months ended June 30, 2008 and 2007,
                and for
                the period from April1, 2004 (inception) to June 30, 2008
                (Unaudited)
            3Statements
                of Cash Flows for the Three Months ended June 30, 2008 and 2007,
                and for
                the period from April 1, 2004 (inception) to June 30, 2008
                (Unaudited)
            4Notes
                to unaudited financial statements
            5ITEM
                2.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            13ITEM
                3.
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            15ITEM
                4
            CONTROLS
                AND PROCEDURES
            15**PART
                II. OTHER INFORMATION**ITEM
                1.
            LEGAL
                PROCEEDINGS
            16ITEM 1A.
            RISK
                FACTORS
            16ITEM
                2.
            UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            16ITEM
                3.
            DEFAULTS
                UPON SENIOR SECURITIES
            16ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            16ITEM
                5.
            OTHER
                INFORMATION
            16ITEM
                6.
            EXHIBITS
            17SIGNATURES
            18







**PART
      I - FINANCIAL INFORMATION**





**ITEM
      I. FINANCIAL STATEMENTS**




**M45
      MINING RESOURCES INC.**


**(A
      Development Stage Company)**


**(formerly
      Quantitative Methods Corporation)**





**BALANCE
      SHEETS**





**June 30,**
            
            **March 31****2008**
            
            **2008****(Unaudited)****Assets****Current
                Assets**Cash
            
            $
            -
            
            $
            -Prepaid
                expense
            
            
            7,993
            
            
            7,993**Total
                Current Assets**
            
            
            7,993
            
            
            7,993Fixed
                assets, net
            
            
            95,804
            
            
            95,986**Total
                Assets**
            
            $
            103,797
            
            $
            103,979**Liabilities
                and Stockholders' Deficit****Current
                Liabilities**Accounts
                payable and accrued liabilites
            
            $
            -
            
            $
            -Payables
                due to related parties
            
            
            292,935
            
            
            186,401**Total
                Current Liabilities**
            
            
            292,935
            
            
            186,401**Stockholders'
                Deficit**Common
                stock, $.001 par value; 55,000,000 shares authorized, 36,699,030
                shares
                issued and outstanding
            
            
            36,699
            
            
            36,699Additional
                paid-in capital
            
            
            6,426,396
            
            
            6,426,396Deficit
                accumulated during the development stage
            
            
            (6,652,233
            )
            
            (6,545,517
            )**Total
                Stockholders Deficit**
            
            
            (189,138
            )
            
            (82,422
            )**Total
                Liabilities and Stockholders' Deficit**
            
            $
            103,797
            
            $
            103,979




2




**M45
      MINING RESOURCES INC. AND SUBSIDIARY**


**(A
      Development Stage Company)**


**(formerly
      Quantitative Methods Corporation)**





**STATEMENTS
      OF OPERATIONS**


(Unaudited)




**Date of****Three Months Ended**
            
            **Inception to****June 30**
            
            **June 30,****2008**
            
            **2007**
            
            **2008**Sales
            
            $
            -
            
            $
            -
            
            $
            -**Expenses:**Mining
                claim acquisition costs
            
            
            -
            
            
            -
            
            
            2,156,486General
                and administrative
            
            
            95,663
            
            
            3,418,844
            
            
            4,021,946Marketing
            
            
            -
            
            
            23,106
            
            
            44,515Research
                and development
            
            
            -
            
            
            34,109
            
            
            147,782Interest
                on loan
            
            
            3,568
            
            
            1,365
            
            
            55,687Depriciation
                and Amortization
            
            
            7,485
            
            
            -
            
            
            18,768Total
                expenses
            
            
            106,716
            
            
            3,477,424
            
            
            6,445,184**Net
                Loss Before Discontinued Operations and Income
                Taxes**
            
            
            (106,716
            )
            
            (3,477,424
            )
            
            (6,445,184
            )Net
                effect of recapitlization
            
            
            -
            
            
            -
            
            
            (124,668
            )Discontinued
                operations - subsidiary
            
            
            -
            
            
            -
            
            
            (255,997
            )Disposal
                of subsidiary
            
            
            -
            
            
            -
            
            
            173,616**Net
                Loss Before Income Taxes**
            
            
            (106,716
            )
            
            (3,477,424
            )
            
            (6,652,233
            )Income
                Taxes
            
            
            -
            
            
            -
            
            
            -**Net
                Loss**
            
            $
            (106,716
            )
            $
            (3,477,424
            )
            $
            (6,652,233
            )**Basic
                and Diluted Loss Per Share:**Net
                loss per weighted average shareNet
                operating loss
            
            $
            -
            
            $
            (0.14
            )Discontinued
                operations
            
            
            -
            
            
            -Disposal
                of subsidiary
            
            
            -
            
            
            -$
            -
            
            $
            (0.14
            )Weighted
                average number of common shares used to compute net loss per weighted
                average share
            
            
            36,699,030
            
            
            25,459,090




3





**M45
      RESOURCES INC. AND SUBSIDIARY**


**(A
      Development Stage Company)**


**(FORMERLY
      Quantitative Methods Corporation)**





**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**





**Date of****Three Months Ended**
            
            **Inception to****June 30,**
            
            **June 30,**
            
            **June 30,****2008**
            
            **2007**
            
            **2008****Cash
                Flows From Operations****Net
                loss**
            
            $
            (106,716
            )
            $
            (3,477,424
            )
            $
            (6,652,233
            )Adjustment
                to reconcile net loss to net cashDisposal
                of subsidiary
            
            
            -
            
            
            -
            
            
            (173,616
            )Discontinued
                operations
            
            
            -
            
            
            -
            
            
            255,997Change
                in receivables
            
            
            -
            
            
            -
            
            
            1,414Expenses
                paid with stock
            
            
            -
            
            
            (5,883
            )
            
            2,899,987Employee
                Stock Option Plan
            
            
            -
            
            
            3,319,117
            
            
            3,319,117Prior
                period Foreign Exchange Fluctuation
            
            
            -
            
            
            -
            
            
            (15,548
            )Prepaid
                deposits
            
            
            -
            
            
            -
            
            
            (7,993
            )Depreciation
            
            
            7,485
            
            
            -
            
            
            18,768Increase
                (decrease) in operating liabilitiesChanges
                in payables
            
            
            -
            
            
            (25,000
            )
            
            (2,914
            )Bank
                overdraft
            
            
            -
            
            
            -
            
            
            -**Net
                Cash Used For Operating Activities**
            
            
            (99,231
            )
            
            (189,190
            )
            
            (357,021
            )**Cash
                Flows From Investing Activities**Acquisition
                of fixed assets
            
            
            (7,303
            )
            
            -
            
            
            (101,243
            )Leasehold
                Improvements
            
            
            -
            
            
            -
            
            
            (13,329
            )Net
                effect of recapitalization
            
            
            -
            
            
            -
            
            
            124,668**Net
                Cash Provided By Investing Activities**
            
            
            (7,303
            )
            
            -
            
            
            10,096**Cash
                Flows From Financing Activities**Issuance
                of common stock
            
            
            -
            
            
            5,883
            
            
            10,873Net
                effect of recapitalization
            
            
            -
            
            
            -
            
            
            5,470Variation
                of advances from related parties
            
            
            106,534
            
            
            183,307
            
            
            330,582**Net
                Cash Provided By Financing Activities**
            
            
            106,534
            
            
            189,190
            
            
            346,925**Net
                Incresase in Cash**
            
            
            -
            
            
            -
            
            
            -Cash,
                Beginning of Period
            
            
            -
            
            
            -
            
            
            -**Cash,
                End of Period**
            
            $
            -
            
            $
            -
            
            $
            -**Supplemental
                Disclosures of Cash Flow Information**Interest
            
            $
            -
            
            $
            -
            
            $
            50,126Income
                tax
            
            $
            -
            
            $
            -
            
            $
            -




4


**M45
      Mining Resources Inc**


**(A
      Development Stage Company)**





**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**


**June
      30, 2008**





**NOTE
      1** : **ORGANIZATION
      AND SIGNIFICANT ACCOUNTING PRINCIPLES**





**Basis
      of Presentation**





The
      accompanying unaudited financial statements of M45 Mining Resources Inc (“M45”
or “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 June 30, 2008 (unaudited) and the results of its
      operations for the three months ended June 30, 2008 (unaudited) and cash flows
      for the three months ended June 30, 2008 (unaudited). Interim financial
      statements are prepared on a basis consistent with the Company’s annual
      financial statements. Results of operations for the three months period ended
      June 30, 2008 are not necessarily indicative of the operating results that
      may
      be expected for the fiscal year ending March 31, 2009.





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-KSB for
      the year ended March 31, 2008, which was filed June 30, 2008.





M45
      Mining Resources Inc.’s, new strategy is focused on building shareholder value
      through the exploration and development of mineral claims, particularly in
      the
      Matagami Mining Camp located in Quebec, Canada. The Matagami Mining Camp is
      known for its zinc-rich massive sulphide deposits. Initial exploratory work
      in
      the Camp can be traced back to the 1930's with Noranda's activities in the
      region. Ten of the eighteen deposits discovered to date have been mined and
      have
      produced a total of 3.9 Mt zinc and 0.4 Mt copper.





M45
      management believed that there were likely one or more deposits situated within
      the limits of the Claims due to the fact that the property is located near
      past
      producers and existing deposits. Management has commenced its first phase
      exploration program in early April and conducted full surveying and NI-43-101
      to
      determine the location of potential deposits. On June 7 2007, the company
      received final results of the NI-43-101 reports confirming the presence of
      deposits. The Company intends to initiate a massive drilling program as per
      the
      geologist’s recommendation, which is contained in the report. The drilling
      program cost will represent a total of $2.8 million Canadian
      dollars.





On
      October 9, 2007, M45 management finalized the acquisition of 160 mining titles
      covering a total area of 8,935 Hectares in the East area of the Matagami Mining
      Camp. The mining titles were acquired from "Miniere Grenville," a Canadian
      Corporation, for a total nominal consideration of One Million Two Hundred and
      fifty thousand dollars payable in common shares at a set price value of $ 0.20
      for a total number of restricted shares of 6,250,000. This acquisition is a
      key
      milestone of the "East Wind" phase of the Company's business development
      program.




The
      mining titles are situated on the east side of Matagami Mining Camp adjacent
      to
      properties owned by Xstrada plc, the world's fifth largest diversified mining
      company by market capitalization. These strategic territories strengthen M45's
      presence in the Matagami Camp by adding a new series of high-grade potential
      mining titles to the Company's existing "West Wind" territories. The Matagami
      Mining Camp is a world-class mining district, composed of 18 known volcanogenic
      massive sulphide (VMS) deposits. The area is host to historical production
      of
      8.6 billion pounds of Zinc and 853 million pounds of Copper and has established
      infrastructure including a railway, paved road and a 2,350 t/day mill owned
      by
      Falconbridge/Xstrada plc.


5





**M45
      MINING RESOURCES INC.**


**(A
      Development Stage Company)**





**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (continued)**


**June
      30, 2008**





**Organization
      and Significant Accounting Principles (continued)**





**Basis
      of Presentation (continued)**





As
      of
      July 1, 2008, 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.





The
      Company had no revenues for the period April 1, 2008 to June 30, 2008. The
      Company has hired an external geologist firm to conduct geologic reports
      NI-43-101 on its Matagami property for an approximate cost of $90,000. The
      Company also incurred operation costs related to completing marketing material
      such as; Logo’s Web site, summaries and other corporate presentation material.
      M45 has started to pay rent and common shared expenses as of April 1 2007;
      the
      agreement is for rent, telephone, utilities and other operation support cost
      as
      a set price of $3,500 a month. The Company also incurred expenses to cover
      for
      legal fees, filing expenses, press releases, traveling expenses, representation
      costs, mailings, research costs, and various operational costs, which totals
      approximately $292,935. The $292,935 was paid by majority control
      person and is reported as an advance from shareholder. The shareholder has
      agreed to continue to support operational costs until the Company can generate
      revenues from financing activities and or from commercial
      operations.





**Significant
      Accounting Policies**





**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. The Company holds cash and cash
      equivalent balances in a bank and other financial institutions. Balances in
      excess of FDIC limitations may not be insured. There are no cash equivalents
      as
      of June 30, 2008.




**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.




**Research
      and development.**





Research
      and development costs principally represent consulting fees of the Company’s
      geologist and engineering 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.


6


**M45
      MINING RESOURCES INC.**





**(A
      Development Stage Company)**





**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (continued)**


**June
      30, 2008**





**Organization
      and Significant Accounting Principles (continued)**





**Significant
      Accounting Policies (continued)**





**Exploration
      Stage Company**





The
      Company complies with Financial Accounting Standard Board Statement No. 7 and
      The Securities and Exchange Commission Exchange Act Guide 7 for its
      characterization of the Company as pre-exploration stage.





**Capitalization
      of Mineral Claim Costs**





Cost
      of
      acquisition, exploration, carrying and retaining unproven properties are
      expensed as incurred until such time as reserves are proven.  Costs
      incurred in proving and developing a property ready for production are
      capitalized and amortized over the life of the mineral deposit or over a shorter
      period if the property is shown to have an impairment in value.
 Expenditures for mining equipment are capitalized and depreciated over
      their useful life.





**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 Statement of Financial Accounting Standards (“SFAS”) No. 123R, “ *Share
      Based Payment* ”
(“SFAS
      123R”), 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 SFAS No. 157, *“Fair
      Value Measurements”* (“SFAS
      157”), 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.




**Long-lived
      assets.**





In
      accordance with SFAS No. 144, *“Accounting
      for the Impairment or Disposal of Long-Lived Assets,* ”
the
      Company reviews the carrying values of its long-lived assets, including
      long-term investments, for possible impairment whenever events or changes in
      circumstances indicate that the carrying amounts of the assets may not be
      recoverable. Any long-lived assets held for disposal are reported at the lower
      of their carrying amounts or fair value less costs to sell.


7





**M45
      MINING RESOURCES INC.**


**(A
      Development Stage Company)**





**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (continued)**


**June
      30, 2008**





**Organization
      and Significant Accounting Principles (continued)**





**Significant
      Accounting Policies (continued)**





**Income
      taxes.**





The
      Company follows the liability method of accounting for income taxes, as set
      forth in SFAS No. 109, *“Accounting
      for Income Taxes”* (“SFAS
      109”). SFAS 109 prescribes an asset and liability approach, which requires the
      recognition of deferred tax liabilities and assets for the expected future
      tax
      consequences of temporary differences between the carrying amounts and the
      tax
      bases of the assets and liabilities. 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.





**Comprehensive
      income (loss).**





SFAS
      No.
      130, *“Reporting
      Comprehensive Income (Loss),”* requires
      companies to classify items of other comprehensive income (loss) in a financial
      statement. Comprehensive income (loss) is defined as the change in equity of
      a
      business enterprise during a period from transactions and other events and
      circumstances from non-owner sources. The Company’s comprehensive net loss is
      equal to its net loss for all periods presented.





**Foreign
      Currency Translation.**





The
      Company's functional currency is the Canadian dollar. Foreign currency
      transactions occasionally occur, and are primarily undertaken in Canadian
      dollars. Management has adopted SFAS No. 52, " *Foreign
      Currency Translation* ".
      Monetary balance sheet items denominated in foreign currencies are translated
      into Canadian dollars at rates of exchange in effect at the balance sheet date.
      Daily closing rates are used to translate revenues and expenses into Canadian
      dollars at rates of exchange in effect on a specific date. Resulting translation
      gains and losses are charged to operations. The Company has not, to the date
      of
      these financial statements, entered into derivative instruments to offset the
      impact of foreign currency fluctuations. Transactions in foreign currency are
      translated into United States dollars as follows:





Monetary
      items at the rate prevailing at the balance sheet date;





Non-monetary
      items at the historical exchange rate;





Revenue
      and expenses that are monetary items are valued at the average rate in effect
      during the applicable accounting period.





**Interest
      Rate Risk.** ****





The
      Company is exposed to fluctuating interest rates.





**Basic
      and Diluted Net Income (Loss) Per Share.** ****





The
      Company computes net income (loss) per share in accordance with
      SFAS No. 128, “ *Earnings
      per Share* ”
      (SFAS 128). SFAS 128 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.


8




**M45
        MINING RESOURCES INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO UNAUDITED FINANCIAL STATEMENTS (continued)**
 **June
        30, 2008**
 
 **Organization
        and Significant Accounting Principles (continued)**
 
 **Significant
        Accounting Policies (continued)**
 
 **Development
        Stage Company.** ****
 
 The
        Company currently has no revenues and is considered to be a development stage
        company under the provision of Statement of Financial Accounting Standard
        (“SFAS”) No. 7, " *Accounting
        and reporting by Development Stage Enterprises.* "
 
 **Reclassifications.**
 
 Certain
        amounts reported in the previous year’s consolidated financial statements have
        been reclassified to conform to the current period’s presentation.
 
 **Revenue
        Recognition.**
 
 In
        December 2003, the United States Securities and Exchange Commission issued
        Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104),
        which supersedes SAB 101, " *Revenue
        Recognition in Financial Statements* ."
        The
        primary purpose of SAB 104 is to rescind accounting guidance contained in
        SAB 101 related to multiple element revenue arrangements, which was
        superseded as a result of the issuance of EITF 00-21, "Accounting for
        Revenue Arrangements with Multiple Deliverables." While the wording of
        SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue
        recognition principles of SAB 101 remain largely unchanged by the issuance
        of SAB 104. The adoption of SAB 104 did not have a material impact on
        the Company's financial statements because it has not recognized any revenue
        to
        date.
 
 **Recent
        Accounting Pronouncements**
  Effective
        January 1, 2008, we adopted SFAS No. 157, *“Fair
        Value Measurements”* (“SFAS
        157”), which defines fair value, establishes a framework for measuring fair
        value and requires additional disclosures about fair value measurements.
        In
        February 2008, the FASB delayed the effective date of SFAS 157 for one year
        for
        all nonfinancial assets and nonfinancial liabilities, except for those items
        that are recognized or disclosed at fair value in the financial statements
        on a
        recurring basis. We have determined that the adoption of SFAS 157 did not
        have a
        material effect on our consolidated financial statements.
  Effective
        January 1, 2008, we adopted SFAS No. 159, *“The
        Fair Value Option for Financial Assets and Financial Liabilities- including
        an
        amendment of FASB Statement 115”* (“SFAS
        159”). This statement provides companies with an option to report selected
        financial assets and liabilities at fair value. As of June 30, 2008, we elected
        not to use the fair value option allowed by SFAS 159. We have determined
        that
        the adoption of SFAS 159 did not have a material effect on our consolidated
        financial statements.
 
 In
        December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
        Interests in Consolidated*  *Financial
        Statements-an amendment of ARB No. 51”* (“SFAS
        160”). SFAS 160 establishes accounting and reporting standards for the
        noncontrolling interest in a subsidiary and for the deconsolidation of a
        subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
        an
        ownership interest in the consolidated entity that should be reported as
        equity
        in the consolidated financial statements. SFAS No. 160 will be effective
        for our
        fiscal year beginning January 1, 2009. We are currently evaluating the impact of
        SFAS No. 160 on our consolidated financial statements.
  10
  **M45
        MINING RESOURCES INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO UNAUDITED FINANCIAL STATEMENTS (continued)**
 **June
        30, 2008**
 
 **Organization
        and Significant Accounting Principles (continued)**
 
 **Recent
        Accounting Pronouncements (continued)**
 
 In
        December 2007, the FASB issued SFAS No. 141 R “ *Business
        Combinations* ”
(“SFAS
        141R”), which establishes principles and requirements for how the acquirer of
        a
        business recognizes and measures in its financial statements the identifiable
        assets acquired, the liabilities assumed and any noncontrolling interest
        in the
        acquiree. SFAS 141R also provides guidance for recognizing and measuring
        the
        goodwill acquired in a business combination and determines what information
        to
        disclose to enable users of the financial statements to evaluate the nature
        and
        financial effects of a business combination. SFAS 141R will be effective
        for our
        fiscal year beginning January 1, 2009. While we have not yet evaluated the
        impact, if any, that SFAS 141R will have on our consolidated financial
        statements, we will be required to expense costs related to any acquisitions
        consummated after December 31, 2008.
  In
        December 2007, the FASB ratified the consensus reached on Emerging Issues
        Task
        Force Issue No. 07-1, “ *Accounting
        for Collaborative Arrangements Related to the Development and Commercialization
        of Intellectual Property* ”
(“EITF
        07-1”).  EITF 07-1 defines collaborative arrangements and establishes
        reporting requirements for transactions between participants in a collaborative
        arrangement and between participants in the arrangement and third parties.
         EITF 07-1 will be effective for our fiscal year beginning January 1, 2009.
         We are currently evaluating the potential impact of this standard on our
        consolidated financial statements.
  In
        May
        2008, the FASB issued SFAS No. 162, “ *The
        Hierarchy of Generally Accepted Accounting Principles* ”
(“SFAS
        162”).  SFAS 162 identifies the sources of accounting principles and
        the framework for selecting the principles used in the preparation of financial
        statements that are presented in conformity with generally accepted accounting
        principles (“GAAP”) in the United States. SFAS 162 will become effective 60 days
        following the SEC’s approval of the Public Company Accounting Oversight Board
        amendments to AU Section 411, *“The
        Meaning of Present Fairly in Conformity With Generally Accepted Accounting
        Principles.”* We do
        not expect the adoption of SFAS 162 to have a material impact on our
        consolidated financial statements.
 
 **Restatement.**
 
 The
        Company Amended its Form 10-QSB for the quarterly period ended June 30, 2007,
        to
        restate the financial statements for errors in the proper recording of
        stock-based compensation and mining title costs paid for with common stock
        of
        the Company. In the quarter ended June 30, 2007, the company increased general
        and administrative expenses by $3.319 million, as a result of issuing 7,000,000
        share of common stock to officers, directors, and employees. This error resulted
        from a communications issue between outside financial consultants. The Company
        implemented new accounting and communication controls to ensure that all
        future
        stock-based compensation for employees and non-employees and the cost of
        issuing
        common stock for purchases and services is accurately reported in the
        appropriate quarterly reporting period.
 
 **NOTE
        2: GOING CONCERN**
 
 The
        accompanying consolidated 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 consolidated financial statements, the Company has an accumulated
        deficit of $ 6,652,233 from inception to June 30, 2008 and does not have
        significant cash or other material assets, nor does it 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 to meet any costs and expenses incurred. Management
        realizes that this situation may continue until the Company obtains additional
        working capital through equity financing.
  11
  
 **M45
        MINING RESOURCES INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO UNAUDITED FINANCIAL STATEMENTS (continued)**
 **June
        30, 2008**
 
 **NOTE
        3: PROPERTY AND EQUIPMENT**
  Machinery
        and equipment consist of the following:
 **June
                    30,**
                
                **March
                    31,**
                
                **Estimated****2008**
                
                **2008**
                
                **Useful
                    Lives**Machinery
                    and equipment
                
                $
                94,906
                
                $
                93,940
                
                
                5
                    yearsFurniture
                    and fixtures
                
                
                6,337
                
                
                -
                
                
                3
                    -5 yearsLeasehold
                    improvements
                
                
                13,329
                
                
                13,329
                
                
                3
                    years114,572
                
                
                107,269Accumulated
                    depreciation
                
                
                (18,768
                )
                
                (11,283
                )**Property
                    and equipment, net**
                
                **$**
                **95,804**
                
                **$**
                **95,986**
  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 quarter ended June
        30,
        2008 and the fiscal year ended March 31, 2008 was $17,485 and $11,283,
        respectively.
 
 **NOTE
        4: PAYABLE DUE TO RELATED PARTIES**
 
 At
        June
        30, 2008, the Company was indebted to Andrea M. Cortellazzi, a shareholder
        and
        director of the Company. The amount due to the related party is $292,935
        and
        bears interest at 6% per annum.
 
 **NOTE
        5** : **COMMON
        STOCK**
 
 The
        Company has authorized capital stock of 55,000,000 shares of common stock
        with a
        par value of $.001, of which 37,241,530 shares were issued and outstanding
        as of
        August 12, 2008. 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."
 
 **NOTE**  **6:
        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
        consist
        of incremental shares issuable upon exercise of stock options and warrants.
        In
        computing diluted net loss per share for the three and six months ended June
        30,
        2008 and 2007, no adjustment has been made to the weighted average outstanding
        common shares as the assumed exercise of outstanding options and warrants
        is
        anti-dilutive.
  12
  **M45
        MINING RESOURCES INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO UNAUDITED FINANCIAL STATEMENTS (continued)**
 **June
        30, 2008**
 
 **NOTE**  **7:**  **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 $10,500 for the three months
        ended
        June 30, 2008 and 2007, respectively.
 
 **NOTE**  **8:
        INCOME TAXES**
  The
        Company accounts for income taxes using the asset and liability method described
        in SFAS No. 109, *“Accounting
        For Income Taxes,”* the
        objective of which is to establish deferred tax assets and liabilities for
        the
        temporary differences between the financial reporting and the tax bases of
        the
        Company’s assets and liabilities at enacted tax rates expected to be in effect
        when such amounts are realized or settled. 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. All of the
        Company’s deferred tax assets have been fully reserved by a valuation allowance
        due to management's uncertainty regarding the future profitability of the
        Company.
  The
        Company has adopted the provisions of FASB interpretation No. 48 (“FIN 48”) *“Accounting
        for Uncertainty in Income Taxes, an interpretation of FASB Statement No.
        109.”* The
        Company has recognized no adjustment for uncertain tax provisions.
  The
        tax
        years 2003 through 2007 remain open to examination by the major tax
        jurisdictions in which the Company operates.
 
 **ITEM 2.**
              **MANAGEMENT
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION****AND
                  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, 2009.
 
 13
  **RISK
        FACTORS**
 
 Our
        auditor has raised a concern regarding our ability to continue as a going
        concern. M45 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**
 
 M45
        Mining Resources Inc.'s new strategy is focused on building shareholder value
        through the exploration and development of mineral claims, particularly in
        the
        Matagami Mining Camp located in Quebec, Canada. The Matagami Mining Camp
        is
        known for its zinc-rich massive sulphide deposits. Initial exploratory work
        in
        the Camp can be traced back to the 1930's with Noranda's activities in the
        region. Ten of the eighteen deposits discovered to date have been mined and
        have
        produced a total of 3.9 Mt zinc and 0.4 Mt copper.
 
 M45
        Management believes that there are likely one or more deposits situated within
        the limits of the Claims due to the fact that the property is located near
        past
        producers and existing deposits.
 
 Management
        has commenced its first phase exploration program in early April and conducted
        full surveying and NI-43-101 to determine the location of potential deposits.
        On
        June 7, 2007, the company received final results of the NI-43-101 reports
        confirming the presence of deposits. The Company intends to initiate a massive
        drilling program as per the geologist's recommendation, which is contained
        in
        the report. The drilling program cost will represent a total of $2.8 million
        Canadian dollars.
 
 On
        October 9, 2007, M45 management finalized the acquisition of 160 mining titles
        covering a total area of 8,935 Hectares in the East area of the Matagami
        Mining
        Camp. The mining titles were acquired from "Miniere Grenville," a Canadian
        Corporation, for a total nominal consideration of One Million Two Hundred
        and
        fifty thousand dollars payable in common shares at a set price value of $
        0.20
        for a total number of restricted shares of 6,250,000. This acquisition is
        a key
        milestone of the "East Wind" phase of the Company's business development
        program.
 
 On
        or
        about October 12, 2007, the Registrant received a Technical Report on the
        East
        Wind Property, dated October 5, 2007 from InnovExplo - Geologist Consulting
        Firm, Mines & Exploration containing a detailed analysis of the mining
        claims owned by the Registrant. In the report M 45 received confirmation
        of some
        anomalous Zinc rock values associated with Gold showings from diamond drill
        holes on its East Wind Property.
  The
        mining titles are situated on the east side of Matagami Mining Camp adjacent
        to
        properties owned by Xstrata plc, the world's fifth largest diversified mining
        company by market capitalization. These strategic territories strengthen
        M45's
        presence in the Matagami Camp by adding a new series of high-grade potential
        mining titles to the Company's existing "West Wind" territories. The Matagami
        Mining Camp is a world-class mining district, composed of 18 known volcanogenic
        massive sulphide (VMS) deposits. The area is host to historical production
        of
        8.6 billion pounds of Zinc and 853 million pounds of Copper and has established
        infrastructure including a railway, paved road and a 2,350 t/day mill owned
        by
        Falconbridge/Xstrata plc.
  During
        the month of December 2007, management entered into a series of discussions
        with
        various investment groups in regards to an investment in equity for an amount
        between $5 to 10 millions. The company is now negotiating the terms with
        2
        selected firms one located in New York, and with a European investment group
        and
        anticipates positive results by middle of March 2008.
 
 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.
 
 14
  **Results
        of Operation**
 
 The
        Company had no revenues for the period April 1, 2004 to June 30, 2008. The
        Company has hired an external geologist firm to conduct geologic reports
        NI-43-101 on its Matagami property for an approximate cost of $90,000. The
        Company also incurred operation costs related to completing marketing material
        such as; Logo's Web site, summaries and other corporate presentation material.
        M45 has started to pay rent and common shared expenses as of April 1, 2007;
        the
        agreement is for rent, telephone, utilities and other operation support cost
        at
        a set price of $3,500 a month. The Company also incurred expenses to cover
        for
        legal fees, filing expenses, press releases, traveling expenses, representation
        costs, mailings, research costs, and various operational costs. The Company
        also
        incurred expenses to cover for legal fees, filing expenses, press releases,
        traveling expenses, representation costs, mailings, research costs, and various
        operational costs, which totals approximately $292,935. The $292,935 was
        paid by
        majority control person and is reported as an advance from shareholder. The
        shareholder has agreed to continue to support operational costs until the
        Company can generate revenues from commercial operations or increase capital
        through various financing arrangements, and to convert the advances made
        to the
        Company into equity in restricted shares.
 
 **Liquidity
        and Capital Resources**
  M45
        is a
        development stage company, and as of the date of this report, had no operations
        that generate revenue and the Company does not have sufficient cash and cash
        equivalents to satisfy its cash requirements for the next twelve months.
        The
        Company has an accumulated deficit of $6,652,233. 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
        consolidated 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.
 
 M45’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 ending June 30, 2008, 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 .
 
 **ITEM
        4.**  **Controls
        and Procedures.**
 
 Evaluation
        of Disclosure Controls and Procedures
 
 The
        Company maintains disclosure controls and procedures (as defined in Rule
        13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to
        ensure
        that information required to be disclosed in its periodic reports filed under
        the Exchange Act of 1934, as amended, is recorded, processed, summarized
        and
        reported within the time periods specified in the Securities and Exchange
        Commission rules and forms, and that such information is accumulated and
        communicated to our management, including our principal executive officer
        and
        our principal financial officer, to allow timely decisions regarding required
        disclosure.
 
 As
        of the
        end of the period covered by this report, the Company's management carried
        out
        an evaluation, under the supervision and with the participation of our principal
        executive officer and our principal financial officer, of our disclosure
        controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)
        of the
        Exchange Act). Based upon the evaluation, our principal executive officer
        and
        our principal financial officer concluded that the Company's disclosure controls
        and procedures were effective at a reasonable assurance level to ensure that
        information required to be disclosed by us in the reports that the Company
        files
        or submits under the Exchange Act is recorded, processed, summarized and
        reported, within the time periods specified in the SEC's rules and forms.
        In
        addition, our principal executive officer and our principal financial officer
        concluded that the Company's disclosure controls and procedures were effective
        at a reasonable assurance level to ensure that information required to be
        disclosed in the reports that the Company files or submits under the Exchange
        Act is accumulated and communicated to the Company's management, including
        its
        principal executive officer and our principal financial officer, to allow
        timely
        decisions regarding required disclosure.
 
 15
  Because
        of the inherent limitations in all control systems, no evaluation of controls
        can provide absolute assurance that all control issues and instances of fraud,
        if any, will be or have been detected. These inherent limitations include
        the
        realities that judgments in decision-making can be faulty, and that breakdowns
        can occur because of simple error or mistake. Additionally, controls can
        be
        circumvented by the individual acts of some persons, by collusion of two
        or more
        people, and/or by management override of the control.
 
 The
        development or exploitation of the Company territories also is based in part
        upon certain assumptions about the likelihood of future events, and there
        can be
        no assurance that any design will succeed in achieving its stated goals under
        all potential future conditions; over time, controls may become inadequate
        because of changes in conditions, and/or the degree of compliance with the
        policies and procedures may deteriorate. Because of the inherent limitations
        in
        a cost-effective internal control system, misstatements due to error or fraud
        may occur and not be detected.
 
 Changes
        in Internal Controls and Procedures.
 
 Subsequent
        to the date of the evaluation, there were no changes in the Company's internal
        control or in other factors over financial reporting that could significantly
        affect these controls. We have not identified any significant deficiencies
        or
        material weaknesses in the evaluation of these internal controls, and therefore
        there were no corrective actions taken.
  **PART
        II****-****OTHER
        INFORMATION**
 
 **ITEM
        1. Legal Proceedings.**
 
 Other
        than as set forth herein, 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.
 
 **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
  16
  **ITEM
        6.**  **Exhibits**
 
 (a) ***Exhibits.***
  The
        following exhibits are filed with this report:
  3.1
              Articles
                  of Incorporation of M45 Mining Resources Inc., as filed with the
                  Nevada
                  Secretary of State on July 16,
                  1990.
 
 3.2
              Bylaws
                  of M45 Mining Resources Inc. 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.
  17
 
 **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:
                  August 19, 2008
              By:
              /s/
                  Andrea M. CortellazziAndrea
                  M. Cortellazzi, CEO and Director
  Dated:
                  August 19, 2008
              By:
              /s/
                  Gilles OuelletteGilles
                  Ouellette, Secretary/Treasurer, and Principal
                Financial
                  Officer
  In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
  M45
                  MINING RESOURCES INC.Dated:
                  August 19, 2008
              By:
              /s/
                  Andrea M. CortellazziAndrea
                  M. Cortellazzi, CEO and Director
  Dated:
                  August 19, 2008
              By:
              /s/
                  Gilles OuelletteGilles
                  Ouellette, Secretary/Treasurer
  18