**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-QSB/A**
 **Amendment
        No. 1**
 
 **QUARTERLY
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE**
 **ACT
        OF 1934**
 
 For
        the
        quarterly period ended June
        30 2007
 
 Commission
        File No. 33-55254-42
 
 **M45
        Mining Resources Inc.**
 (Name
        of
        small business issuer 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
 (514)
        812-4568
 (Address
        and telephone number of principal executive offices and issuer’s telephone
        number)
 
 Indicate
        by check mark whether the issuer (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 shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes q No þ
 
 As
        of
        June 25, 2008, the issuer had 37,241,530 shares of common stock issued and
        outstanding.
 
 Transitional
        Small Business Disclosure Format (Check one): Yes q No þ
  
  **M45
        Mining Resources Inc.**
 
 **FORM
        10-QSB/A**
 **June
        30, 2007**
 
 **TABLE
        OF CONTENTS**
 
 **INDEX**
              
              
              **Page Number**PART
                  I – FINANCIAL INFORMATIONItem
                  1
              –
              Financial
                  StatementsConsolidated
                  Balance Sheet as of June 30, 2007 (Unaudited)
              4Consolidate
                  Statements of Operations for the months Ended June 30, 2007 and
                  2006 and
                  the period of inception June 30, 2007 (Unaudited)
              5Consolidated
                  Statements of Cash Flow for the three months Ended June 30, 2007
                  and 2006
                  and the period of inception June 30, 2007 (Unaudited)
              6Notes
                  to Consolidated Financial Statements (Unaudited)
              7Item
                  2
              -
              Managements
                  Discussion and Analysis or Plan of Operation
              15Item
                  3
              -
              Controls
                  and Procedures
              17PART
                  II – OTHER INFORMATIONItem
                  1
              -
              Legal
                  Proceedings
              17Item
                  2
              -
              Changes
                  in Securities
              17Item
                  3
              -
              Defaults
                  upon Senior Security
              17Item
                  4
              -
              Submission
                  of Matters to a Vote of Security Holders
              17Item5
              -
              Other
                  Information
              17Item
                  6
              -
              Exhibits
                  and Reports on Form 8-K
              18
  2
  **EXPLANTORY
        NOTE**
 
 M45
        Mining Resources, Inc. (the “Company,” “we,” “us,” or “our”) is filing this
        Amendment No. 1 (the “Amended Report”) to its Quarterly Report on Form 10-QSB/A
        for its fiscal quarterly period ended June 30, 2007, originally filed with
        the
        US Securities and Exchange Commission (“SEC”) on August 21, 2007 (the “Original
        Filing”), to amend and restate its consolidated balance sheet and consolidated
        statements of operations and cash flows for the three month periods ended
        June
        30, 2007, to correct the following error in its consolidated statement of
        operations previously filed:
 
 The
        Company issued 7,000,000 ($.475) shares of its common stock to officers,
        directors, and employees under its 2007 Employee and Consultant Stock Incentive
        Plan filed with the SEC on Form S-8 on April 6, 2007. This restatement corrects
        general and administrative expenses and deficit accumulated during the
        development stage.
 The
        issuance of the 7,000,000 common shares increased net loss for the quarterly
        period ended June 30, 2007 by approximately $3.3 million; deficit accumulated
        during development stage increased by the same amount.
 
 This
        Amended Report also reflects a regrouping of certain expense items, originally
        listed in detail in the statement of operations included with the Form 10-QSB
        filed for the quarter ended June 30, 2007 (and quarters prior to June 30,
        2007),
        to reflect a more natural grouping of expenses by functional categories.
        Both
        quarters, June 30, 2007 and June 30, 2006, have been restated to reflect
        the
        new, functional grouping of expense items previously reported in detail in
        the
        statement of operations. This regrouping of detailed expense items into the
        new
        functional categories had no affect on the statement of operations for either
        of
        the two quarterly periods ended June 30, 2007 and 2006.
 
 Except
        as
        discussed above, we have not modified or updated disclosures presented in
        the
        Original Filing, except as required to reflect the effects of the restatement
        and the regrouping of expense items into new, functional categories in this
        Amended Report. According, this Amended Report does not reflect events occurring
        after our Original Filing or modify or update those disclosures affected
        by
        subsequent events, except as specifically referenced herein. Information
        not
        affected by the restatement is unchanged and reflects the disclosures made
        at
        the time the Original Filing.
 
 The
        following items have been amended as a result of the restatement.
 
 Part
                  I.
              Item
                  1.
              Financial
                  Statements (Unaudited):Consolidated
                  Balance Sheet – June 30, 2007 (as restated)Consolidated
                  Statement of Operations – Three months ended June 30, 2007 (as
                  restated),June
                  30, 2006, and Inception to June 30, 2007 (as restated)Consolidated
                  Statement of Cash Flows – Three months ended June 30, 2007 (as
                  restated),June
                  30, 2006, and Inception to June 30, 2007 (as restated)Notes
                  to Consolidated Financial StatementsItem
                  2.
              Management
                  Discussion and Plan of OperationItem
                  3.
              Controls
                  and Procedures
 
 Part
        II.  Item
        6.  Exhibits
  This
        Quarterly Report on Form 10-QSB/A should be read in conjunction with our
        filings
        on Form 10-QSB/A for the quarterly periods ended September 30, 2007 and December
        31, 2007, respectively, and our Form 10-KSB, which we are filing concurrently
        with this Amended Report, as well as our Current Reports on Form 8-K filed
        subsequent to the date of the Original Filing.
  3
 
 **PART
        I - Financial Information**
  **Item
        I - Financial Statements**
  **M45
        MINING RESOURCES INC.**
 **(A
        Development Stage Company)**
 **(formerly
        Quantitative Methods Corporation)**
 
 **CONSOLIDATED
        BALANCE SHEET**
 **June
        30, 2007**
 **(expressed
        in Canadian dollars)**
 **(unaudited)**
  **June
                  30,****2007****(As
                  Restated,****See
                  Note 1.A)****ASSETS****Current
                  Assets**Cash
              
              $
              -**Total
                  Current Assets**
              
              
              -**TOTAL
                  ASSETS**
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****Current
                  Liabilities**Accounts
                  payable and accrued liabilities
              
              $
              -Payables
                  due to related parties
              
              
              183,307**Total
                  Current Liabilities**
              
              
              183,307**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Common
                  stock, $.001 par value; 25,000,000 shares authorized, 25,459,090
                  shares
                  issued and outstanding
              
              
              25,459Additional
                  paid-in capital
              
              
              4,439,145Deficit
                  accumulated during the development stage
              
              
              (4,647,911
              )**Total
                  Stockholders Equity (Deficit)**
              
              
              (183,307
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              $
              -
 
 The
        accompanying notes are an integral part of the consolidated financial
        statements.
  4
 
 **M45
        MINING RESOURCES INC. AND SUBSIDIARY**
 **(A
        Development Stage Company)**
 **(formerly
        Quantitative Methods Corporation)**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(expressed
          in Canadian dollars)**
 **(Unaudited)**
 
 **Three
                  Months Ended**
                **June,
                  30**
              
              **Date
                  of**
                **Inception
                  to**
                **June
                  30,****2007**
              
              **2006**
              
              **2007****(As Restated, See**
                **Note 1.A)**
              
              
              
              **(As Restated, See**
                **Note 1.A)**Sales
              
              $
              -
              
              $
              -
              
              $
              -**Expenses:**Mining
                  claim acquisition costs
              
              
              -
              
              
              208
              
              
              906,486General
                  and administrative
              
              
              3,418,844
              
              
              3,944
              
              
              3,461,319Marketing
              
              
              23,106
              
              
              -
              
              
              23,106Research
                  and development
              
              
              34,109
              
              
              -
              
              
              34,109Interest
                  on loan
              
              
              1,365
              
              
              2,174
              
              
              15,842Total
                  expenses
              
              
              3,477,424
              
              
              6,326
              
              
              4,440,862**NET
                  LOSS BEFORE DISCONTINUED****OPERATIONS
                  AND INCOME TAXES**
              
              
              (3,477,424
              )
              
              (6,326
              )
              
              (4,440,862
              )Net
                  effect of recapitalization
              
              
              -
              
              
              -
              
              
              (124,668
              )Discontinued
                  operations - subsidiary
              
              
              -
              
              
              -
              
              
              (255,997
              )Disposal
                  of subsidiary
              
              
              -
              
              
              -
              
              
              173,616**NET
                  LOSS BEFORE INCOME TAXES**
              
              
              (3,477,424
              )
              
              (6,326
              )
              
              (4,647,911
              )INCOME
                  TAXES
              
              
              -
              
              
              -
              
              
              -**NET
                  LOSS**
              
              $
              (3,477,424
              )
              $
              (6,326
              )
              $
              (4,647,911
              )**BASIC
                  AND DILUTED LOSS PER SHARE**Net
                  loss per weighted average shareNet
                  operating loss
              
              $
              (0.14
              )
              $
              (0.00
              )Discontinued
                  operations
              
              
              -
              
              
              -Disposal
                  of subsidiary
              
              
              -
              
              
              -$
              (0.14
              )
              $
              (0.00
              )Weighted
                  average number of common shares used to compute net loss per weighted
                  average share
              
              
              25,459,090
              
              
              17,550,000
 
 The
        accompanying notes are an integral part of the consolidated financial
        statements.
  5
  **M45
        RESOURCES INC. AND SUBSIDIARY**
 **(A
        Development Stage Company)**
 **(FORMERLY
        Quantitative Methods Corporation)**
 
 **CONSOLIDATED
        STATEMENT OF CASH FLOWS**
 **(expressed
        in Canadian dollars)**
 **(Unaudited)**
 
 **Date
                  of****Three
                  Months Ended**
              
              **Inception
                  to****June
                  30,**
              
              **June
                  30,**
              
              **June
                  30,****2007**
              
              **2006**
              
              **2007****(As
                  Restated,**
              
              
              
              **(As
                  Restated,****See
                  Note 1.A)**
              
              
              
              **See
                  Note 1.A)****CASH
                  FLOWS FROM OPERATIONS****Net
                  loss**
              
              $
              (3,477,424
              )
              $
              (6,326
              )
              $
              (4,647,911
              )Adjustment
                  to reconcile net loss to net cashDisposal
                  of subsidiary
              
              
              -
              
              
              -
              
              
              (173,616
              )Discontinued
                  operations
              
              
              -
              
              
              -
              
              
              255,997Expenses
                  paid with stock
              
              
              (5,883
              )
              
              -
              
              
              900,603Employee
                  Stock Option Plan
              
              
              3,319,117
              
              
              
              
              
              3,319,117Tax
                  credit receivables
              
              
              -
              
              
              (214
              )
              
              -Prepaid
                  deposits
              
              
              -
              
              
              -
              
              
              -Depreciation
              
              
              -
              
              
              208
              
              
              -Increase
                  (decrease) in operating liabilitiesChanges
                  in payables
              
              
              (25,000
              )
              
              (3,851
              )
              
              (2,914
              )Bank
                  overdraft
              
              
              -
              
              
              -
              
              
              -**NET
                  CASH USED FOR OPERATING ACTIVITIES**
              
              
              (189,190
              )
              
              (10,183
              )
              
              (348,724
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Net
                  effect of recapitalization
              
              
              -
              
              
              -
              
              
              124,668**NET
                  CASH PROVIDED BY INVESTING ACTIVITIES**
              
              
              -
              
              
              -
              
              
              124,668**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Issuance
                  of common stock
              
              
              5,883
              
              
              -
              
              
              5,883Net
                  effect of recapitalization
              
              
              -
              
              
              -
              
              
              5,470Variation
                  of advances from related parties
              
              
              183,307
              
              
              10,203
              
              
              212,703**NET
                  CASH PROVIDED BY FINANCING ACTIVITIES**
              
              
              189,190
              
              
              10,203
              
              
              224,056Net
                  increase in cash
              
              
              -
              
              
              20
              
              
              -Cash,
                  beginning of period
              
              
              -
              
              
              (5
              )
              
              -Cash,
                  end of period
              
              $
              -
              
              $
              15
              
              $
              -**SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATION**Interest
              
              $
              -
              
              $
              4,435
              
              $
              610Income
                  tax
              
              $
              -
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of the consolidated financial
        statements.
  6
  **M45
        Mining Resources Inc**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **June
        30, 2007**
 
 NOTE
        1:  **ORGANIZATION
        AND SIGNIFICANT ACCOUNTING PRINCIPLES**
 
 ***Basis
        of Presentation***
 
 The
        accompanying unaudited consolidated 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-QSB of Regulation
        S-B. 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, 2007 (unaudited) and the results of its
        operations for the three months ended June 30, 2007 (unaudited) and cash
        flows
        for the tree months ended June 30, 2007 (unaudited). Interim financial
        statements are prepared on a basis consistent with the Company’s annual
        financial statements. Results of operations for the three-month period ended
        June 30, 2007 are not necessarily indicative of the operating results that
        may
        be expected for the fiscal year ending March 31, 2008.
 
 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, 2007, which was filed July 16, 2007
 
 ***Nature
        of Operations and Continuance of Business***
 
 **M45
        Mining Resources Inc.’s** ,
        formerly known as Quantitative Methods, Corp. (QTTM: OB), 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.
  7
  **M45
        MINING RESOURCES INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **June
        30, 2007**
 
 ***Nature
        of Operations and Continuance of Business (continued)***
 As
        of
        April 1, 2007, the Company has hired five (5) full-time consulting employees.
        The President and Secretary-Treasurer have agreed to allocate a portion of
        their
        time without compensation to the activities of the Company.
 
 From
        March 31 to July 1 2007 the Company had no revenues. The Company has hired
        an
        external geologist firm to conduct geologic reports NI-43-101 on its Matagami
        property for an approximate cost of $ 50,000. 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 $
        3,000 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. These above mentioned
        costs represents an approximate total of $ 150,000 an were paid by control
        position and will be treated and reported as an advance from shareholder
        in the
        first quarter of fiscal year 2007. The shareholder agreed to continue to
        support
        operational costs until the Company can generate revenues from financing
        activities and or from commercial operations.
 
 ***Summary
        of Significant Accounting Policies***
 
 The
        summary of significant accounting policies of M45 is presented to assist
        in
        understanding the Company’s consolidated financial statements. The financial
        statements and notes are representations of the Company’s management, which is
        responsible for their integrity and objectivity. These accounting policies
        conform to generally accepted accounting principles and have been consistently
        applied in the preparation of the financial statements.
 
 *Basis
        of Accounting*
 The
        Company’s unaudited consolidated financial statements are presented in Canadian
        dollars (except par value of common stock) and have been prepared in accordance
        with accounting principles generally accepted in the United States of
        America.
 
 *Advertising
        Costs*
 The
        Company recognizes advertising expense in accordance with Statement of
        Position 93-7, “ *Reporting
        on Advertising Costs* ”.
        As
        such, the Company expenses the cost of communicating advertising in the period
        in which the advertising space or airtime is used. Advertising costs for
        the
        period ended March 31, 2007 was $20,988 and $0 for period
        ending March 31, 2006.
 
 *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 CONSOLIDATED FINANCIAL STATEMENTS (continued)**


**June
      30, 2007**





***Summary
      of Significant Accounting Policies (continued)***





*Cash
      and Cash Equivalents*


For
      financial statement purposes, all highly liquid instruments with a maturity
      of
      three months or less are considered to be cash equivalents. There are no cash
      equivalents as of June 30, 2007.





*Comprehensive
      Income (Loss)*


SFAS No. 130,
      " *Reporting
      Comprehensive Income (Loss)* ,"
      establishes standards for the reporting and display of comprehensive income
      (loss) and its components in the financial statements. The adoption of
      SFAS No. 130 had no significant impact on total shareholders’ deficit
      as of December 31, 2006.





*Principles
      of Consolidation*


The
      unaudited consolidated financial statements include the accounts of the Company





*Concentration
      of Credit Risk*


The
      Company’s exposure to credit risk is minimal.





*Depreciation
      and Amortization*


Property
      and equipment are stated at cost. Depreciation is calculated on the estimated
      useful lives of the assets using the straight line depreciation
      method.





*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* ".





*Dividends*


Dividends
      may be paid on outstanding shares as declared by the Board of Directors. Each
      share of common stock is entitled to one vote. The Company has not yet adopted
      any policy regarding payment of dividends. No dividends have been paid or
      declared since inception.





*Use
      of Estimates*


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities, disclosure of contingent assets and liabilities and the reported
      amounts of revenues and expenses at the date of the consolidated financial
      statements and accompanying notes. Management makes these estimates using the
      best information available at the time the estimates are made; however, actual
      results could differ from those estimates.





*Financial
      Instruments*


Fair
      value estimates discussed herein are based upon certain market assumptions
      and
      pertinent information available to management as of June 30, 2007. The
      respective carrying value of certain on-balance-sheet financial instruments
      approximated their fair values. These financial instruments include cash, income
      tax recoverable, bank loans, accounts payable, accrued liabilities, notes and
      amounts due to related parties. The fair values were assumed to approximate
      their carrying values due to the immediate or short-term maturity of these
      financial instruments.


9




**M45
      Mining Resources Inc.**





**(A
      Development Stage Company)**





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


**June
      30, 2007**





***Summary
      of Significant Accounting Policies (continued***





*Income
      Taxes*


The
      Company follows Statement of Financial Accounting Standard No. 109,
      " *Accounting
      for Income Taxes* "
      ("SFAS No. 109") for recording the provision for income taxes. Under
      this method, deferred income tax assets and liabilities are computed based
      upon
      the difference between the financial and tax basis of assets and liabilities
      using the currently enacted tax rates and laws. Potential benefits of income
      tax
      losses are not recognized in the accounts until realization is more likely
      than
      not. The Company has adopted SFAS No. 109 as of its inception and has
      incurred net operating losses. Pursuant to SFAS 109 the Company is required
      to compute tax asset benefits for net operating losses carried forward.
      Potential benefit of net operating losses have not been recognized in these
      unaudited consolidated financial statements because, in the opinion of
      management, it is more likely than not that some portion of deferred tax assets
      will not be realized.





*Foreign
      Currency Translation*




The
      Company’s functional currency is the CAN dollars. Translation gains and losses
      that arise from exchange rates fluctuations on transactions denominated in
      a
      currency other than the functional currency are included in the results of
      operations as incurred. Transactions in foreign currency are translated into
      CAN
      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.





*Reclassifications*


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





*Research
      and Development Costs*


There
      were no expenditures for research and development activities.


10





**M45
      Mining Resources Inc.**





**(A
      Development Stage Company)**





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


**June
      30, 2007**





***Summary
      of Significant Accounting Policies (continued***





*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.





*Translation
      of Foreign Currencies*


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.





*Property
      and Equipment*


Property
      and equipment are carried at cost. Expenditures for maintenance and repairs
      are
      expensed as incurred and expenditures for major renewals and betterments are
      capitalized. Assets retired or sold are removed from property accounts, with
      gain or losses on disposal included in income.


11





NOTE
      1A **:
      RESTATEMENT**





This
      Amendment to the Company’s Form 10-QSB, which was filed on August 21, 2007,
      restates the consolidated statements of operations, consolidated balance sheet,
      and consolidated statements of cash flows for the three months ended June 30,
      2007 to correct the following error in the consolidated statements of operations
      previously filed:


The
      Company did not reflect compensation expense for 7,000,000 shares of common
      stock issued pursuant to its 2007 Employee and Consultant Stock Incentive Plan
      filed with the SEC on Form S-8 on April 6, 2007. The effect of the correction
      of
      this error was to increase the Company’s reported general and administrative
      expenses, total expenses, and net loss for the three months ended June 30,
      2007
      by $3,319,116.





Also,
      the
      Company regrouped certain expense items, previously reported in detail in the
      statements of operations filed with the Form 10-QSB for the quarterly period
      ended June 30, 2007 (and all prior reporting periods), into a more natural
      grouping of expenses by functional categories. Both quarterly periods ended
      June
      30, 2007 and 2006 have been restated to reflect this regrouping of expense
      items
      into the new functional categories. This regrouping of detailed expense items
      into the new, functional categories had no affect on the statements of
      operations for either of the two quarterly periods ended June 30, 2007 and
      2006.





The
      following table presents the effect of restatement on the consolidated balance
      sheet and consolidated statements of operations.





**Balance
                Sheet at June 30, 2007**Originally
            
            RestatmentReported
            
            Adjustment
            
            RestatementTotal
                assets
            
            $
            -
            
            $
            -
            
            $
            -Total
                liabilities and stockholders' (deficit)
            
            $
            (183,307
            )
            $
            (183,307
            )
            
            -Deficit
                accumulated during development stage
            
            $
            (1,328,795
            )
            $
            (3,319,116
            )
            $
            (4,647,911
            )





**Statements of Income: Three Months Ended June 30, 2007**Originally
            
            RestatmentReported
            
            Adjustment
            
            RestatementSales
            
            $
            -
            
            $
            -
            
            $
            -Mining
                claim acquisiton costs
            
            
            -
            
            
            -
            
            
            -General
                and administrative expenses
            
            
            99,728
            
            
            3,319,116
            
            
            3,418,844Marketing
            
            
            23,106
            
            
            -
            
            
            23,106Research
                and development
            
            
            34,109
            
            
            -
            
            
            34,109Interest
                on loans
            
            
            1,365
            
            
            -
            
            
            1,365Total
                expenses
            
            
            158,308
            
            
            3,319,116
            
            
            3,477,424Net
                loss
            
            
            158,308
            
            
            3,319,116
            
            
            3,477,424Basic
                and diluted loss per share
            
            $
            (0.01
            )
            $
            (0.13
            )
            $
            (0.14
            )Weighted
                average common shares outstanding
            
            
            19,248,125
            
            
            6,210,965
            
            
            25,459,090


12





NOTE
      1A **:
      RESTATEMENT (Continued)**





The
      following table presents the effect of the restatement on the consolidated
      statement of cash flows **.**





**Statements
                of Cash Flows****Three
                Months Ended June 30, 2007**
            
            **Inception
                to June 30, 2007**Originally
            
            Restated
            
            
            
            Originally
            
            RestatedReported
            
            Adjustment
            
            Restatement
            
            Reported
            
            Adjustment
            
            Restatement**Cash
                flows from operating activities**Net
                loss
            
            $
            (158,307
            )
            $
            (3,319,117
            )
            $
            (3,477,424
            )
            $
            (1,328,794
            )
            $
            (3,319,117
            )
            $
            (4,647,911
            )Adjustments
                to reconcile net loss used by operationsDisposal
                of subsidiary
            
            
            
            
            
            
            
            
            
            
            
            (173,616
            )
            
            -
            
            
            (173,616
            )Discontinued
                operations
            
            
            
            
            
            
            
            
            
            
            
            255,997
            
            
            -
            
            
            255,997Expenses
                paid with stock
            
            
            (5,884
            )
            
            1
            
            
            (5,883
            )
            
            900,603
            
            
            -
            
            
            900,603Employee
                stock option plan
            
            
            -
            
            
            3,319,117
            
            
            3,319,117
            
            
            -
            
            
            3,319,117
            
            
            3,319,117Changes
                in payables
            
            
            (25,000
            )
            
            -
            
            
            (25,000
            )
            
            (2,914
            )
            
            -
            
            
            (2,914
            )**Net
                cash used by operating activities**
            
            
            (189,191
            )
            
            1
            
            
            (189,190
            )
            
            (348,724
            )
            
            -
            
            
            (348,724
            )**Cash
                flows from investing activities**Net
                effect of recapitalization
            
            
            
            
            
            
            
            
            
            
            
            124,668
            
            
            
            
            
            124,668Net
                cash provided by investing activities
            
            
            -
            
            
            -
            
            
            -
            
            
            124,668
            
            
            -
            
            
            124,668**Cash
                flows from financing activities**Issance
                of common stock
            
            
            5,884
            
            
            (1
            )
            
            5,883
            
            
            5,883
            
            
            -
            
            
            5,883Net
                effect of recapitalization
            
            
            -
            
            
            -
            
            
            -
            
            
            5,470
            
            
            -
            
            
            5,470Advances
                from related party,net
            
            
            183,307
            
            
            -
            
            
            183,307
            
            
            212,703
            
            
            -
            
            
            212,703**Net
                cash provided by financing activities**
            
            
            189,191
            
            
            (1
            )
            
            189,190
            
            
            224,056
            
            
            -
            
            
            224,056**Net
                increase in cash**
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Cash,
                beginning of period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -


13





NOTE
      2:  **PAYABLE
      DUE TO RELATED PARTIES**





At
      June
      30, 2007, the Company is indebted to Andrea M. Cortellazzi, a shareholder and
      director of the Company. The amount due to the related party is $183,307 and
      bears interest at 6% per annum.




NOTE
      3: **COMMON
      STOCK**





The
      Company has authorized capital stock of 25,000,000 shares of common stock with
      a
      par value of $.001, of which 37,241,530 shares were issued and outstanding
      as of
      June 25, 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
      4: **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 $4,647,911 from inception to June 30, 2007 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.





**ITEM
      1:** **Critical
      Accounting Policies**





Financial
      Reporting Release No. 60, which was released by the Securities and Exchange
      Commission (the "SEC"), encourages all companies to include a discussion of
      critical accounting policies or methods used in the preparation of financial
      statements. The Company's consolidated financial statements include a summary
      of
      the significant accounting policies and methods used in the preparation of
      the
      consolidated financial statements. Management believes the following critical
      accounting policies affect the significant judgments and estimates used in
      the
      preparation of the financial statements.





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.





Foreign
      Currency Translation





The
      Company’s former subsidiary, Oasis, translated amounts from its functional
      currency, Canadian dollars, to the reporting currency, United States dollars,
      in
      accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 52,
“Foreign Currency Translation”.  At cash balance sheet date, recorded
      balances that are denominated in a currency other than US dollars are adjusted
      to reflect the current exchange rate which may give


14


Foreign
      Currency Translation (continued)





rise
      to a
      foreign currency translation adjustment accounted for as a separate component
      of
      stockholders’ deficiency and included in comprehensive loss.





Monetary
      assets and liabilities are translated into the reporting currency at the
      exchange rate in effect at the end of the year.  Non-monetary assets and
      liabilities are translated at the exchange rate prevailing when the assets
      were
      acquired or the liabilities assumed.  Revenues and expenses are translated
      at the rate approximating the rate of exchange on the transaction date.
 All exchange gains and losses are included in the determination of net
      income (loss) for the year.





**ITEM
      2. Management’s Discussion and Analysis or Plan of
      Operation.**





**EFFECTS
      OF RESTATEMENT**





This
      Management’s Discussion and Analysis or Plan of Operations discussion has been
      revised to reflect the effects of the restatement described in Note 1.A to
      the
      accompanying consolidated financial statements.





***Cautionary
      Statement Relating to Forward-Looking Statements***


Information
      in this Form 10-QSB contains "forward looking statements" within the meaning
      of
      Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the
      Securities Act of 1934, as amended. When used in this Form 10-QSB, the words
      "expects," "anticipates," "believes," "plans," "will" and similar expressions
      are intended to identify forward-looking statements. These are statements that
      relate to future periods and include, but are not limited to, statements
      regarding our adequacy of cash, expectations regarding net losses and cash
      flow,
      statements regarding our growth, our need for future financing, our dependence
      on personnel, and our operating expenses.





Forward-looking
      statements are subject to certain risks and uncertainties that could cause
      actual results to differ materially from those projected. Important factors
      to
      consider in evaluating such forward-looking statements include: 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. These forward-looking statements are based
      largely on our current expectations. The Company expressly disclaims any
      obligation or undertaking to release publicly any updates or revisions to any
      forward-looking statements contained herein to reflect any change in its
      expectations with regard thereto or any change in events, conditions or
      circumstances on which any such statement is based.





***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


15


***Overview
      (continued)***





Business
      of Issuer (continued)





per
      the
      geologist's recommendation, which is contained in the report. The drilling
      program cost will represent a total of $ 2.8 million Canadian.





Management
      is currently negotiating a financing agreement with the New-York based
      investment broker firm “Lions Partners”. The agreement combines a 3 million
      dollar loan to cover for the drilling program costs to be completed by end
      of
      January 2008, and a private equity placement of 2 million.


Management
      forecasts a closing by end of August 2007.





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***





From
      April 1 to August 15, 2007 the Company had no revenues. The Company has hired
      an
      external geologist firm to conduct geologic reports NI-43-101 on its Matagami
      property for an approximate cost of $ 50,000. 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. These above mentioned
      costs represent an approximate total of $ 150,000 and were paid by a control
      person and will be treated and reported as an advance from shareholder in the
      first quarter of fiscal year 2007. The shareholder agreed to continue to support
      operational costs until the Company can generate revenues from financing
      activities and or from commercial operations.





***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 $ 4,647,911. 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, for the time being, 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 therefore
      believes that it can continue as a going concern in the near
      future.





***Off-Balance
      Sheet Arrangements***





For
      the
      period ending July 30, 2007, the Company has no off-balance sheet
      arrangements.


16





**ITEM
      3. Controls and Procedures.**





Under
      the
      supervision and with the participation of the Company's management, including
      our principal executive officer and the principal accounting officer, the
      Company conducted an evaluation of the effectiveness of the design and operation
      of its disclosure controls and procedures, as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period
      covered by this report (the "Evaluation Date"). Based on this evaluation, the
      Company's principal executive officer and principal accounting officer concluded
      as of the Evaluation Date that the Company's disclosure controls and procedures
      were effective such that the material information required to be included in
      our
      Securities and Exchange Commission ("SEC") reports is recorded, processed,
      summarized and reported within the time periods specified in SEC rules and
      forms
      relating to the Company, including our consolidated subsidiaries, and was made
      known to them by others within those entities, particularly during the period
      when this report was being prepared.





Additionally,
      there were no significant changes in the Company's internal controls or in
      other
      factors that could significantly affect these controls subsequent to the
      Evaluation Date. We have not identified any significant deficiencies or material
      weaknesses in our internal controls, and therefore there were no corrective
      actions taken.





Based
      on
      the restatement of these financial statements for the period ended June 30,
      2007, due to a communication issue, which occurred as a result of a change
      in
      outside financial consultants, that created an error in the proper recording
      of
      stock-based compensation for employees, our chief executive officer and
      principal financial officer have concluded that the Company’s disclosure
      controls and procedures were not effective at June 30, 2007. Management has
      implemented changes in accounting procedures to help ensure the completeness
      and
      accuracy of recording stock-based compensation for employees and
      non-employees.





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





On
      January 17, 2007, the Registrant entered into an Agreement with Exploration
      Minière Grenville Inc. (“EMG”), a Quebec corporation, whereby EMG sold to the
      Registrant a total of two hundred ninety-two (292) mining claims located in
      the
      Matagami Camp, Province of Quebec in or around designated territory 32F for
      the
      purchase price of nine hundred nine thousand ninety (909,090) shares of common
      stock of the Registrant. Pursuant to the Agreement, the value of the mining
      claims represents a total of $4,500,000 (CAD).





**ITEM
      3. Defaults Upon Senior Securities.**





None





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





None


ITEM
        5.
        Other Information.
  None


17




**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 of M45 Mining Resources Inc
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2    Certification
        of the Chief Financial Officer of M45 Mining Resources Inc pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.
  32.1   
        Certification of the Chief Executive Officer of M45 Mining Resources Inc 
pursuant to 18 U.S.C. SECTION 1350 as adopted pursuant to Section 906 of
        the
        Sarbanes-Oxley Act of 2002.





32.2
                  Certification
                      of the Chief Financial Officer of M45 Mining Resources Inc
                      pursuant to 18
                      U.S.C. SECTION 1350 as adopted pursuant to Section 906 of the
                      Sarbanes-Oxley Act of
                      2002.





(b)  ***Reports
      on Form 8-K.***





(i)  The
      Company filed a Current Report on Form 8-K, dated June 12, 2007, with the
      Securities Exchange Commission reporting pursuant to Item 7.01 (Regulation
      FD
      Disclosure) the receipt of a Technical Report on its West Wind Property, dated
      June 8, 2007 from InnovExplo-Consulting Firm, Mines & Exploration ,
      containing a detailed analysis of the mining claims owned by the Registrant.
      Pursuant to Item 9.01, Financial Statements and Exhibits, Exhibit 99, which
      included a Technical Report on the West Wind Property, was included with the
      Form 8-K filing.





(ii)  The
      Company filed a Current Report on Form 8-K, dated June 27, 2007, with the
      Securities Exchange Commission reporting pursuant to Item 5.01 the departure
      of
      Demitrius Manolakso from the board of directors and the election of three board
      members, including the appointment of Andrea M. Cortellazzi as chief executive
      officer and chairman of the board.


18





**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:
                June 27, 2008
            By:
            /s/
                Andrea M. CortellazziAndrea
                M. Cortellazzi, CEO and DirectorDated:
                June 27, 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:
                June 27, 2008
            By:
            /s/
                Andrea M. CortellazziAndrea
                M. Cortellazzi, CEO and DirectorDated:
                June 27, 2008
            By:
            /s/Gilles
                OuelletteGilles
                Ouellette, Secretary/Treasurer


19