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 endedJune
      30, 2009





 ̈
            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
                                  
                                  (I.R.S.
      Employer Identification No.)incorporation
      or organization)
  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  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of  “large accelerated filer, “ “ accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated
filer ̈  Accelerated filer ̈Non-accelerated filer ̈Smaller reporting
companyþ





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





54,041,286
shares of Company’s common stock, par value $0.001 per share, were outstanding
as of November 12, 2009.









M45
Mining Resources Inc.


(A
Developmental Stage Company)


TABLE
OF CONTENTS FOR FORM 10-Q





PART I. FINANCIAL
    INFORMATIONITEM
      1.
                      FINANCIAL
      STATEMENTSBalance
      Sheets as of June 30, 2009 (unaudited) and March 31, 2009
                      
                      3Statements
      of operations for the three months ended June 30, 2009 and 2008, and for
      the period from April1, 2004 (inception) to June 30, 2009
      (Unaudited)
                      
                      4Statements
      of cash flows for the three months ended June 30, 2009 and 2008, and for
      the period from April 1, 2004 (inception) to June 30, 2009
      (Unaudited)
                      
                      5Notes
      to unaudited financial statements
                      
                      6ITEM
      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
                      
                      15PART II. OTHER INFORMATIONITEM
      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
                      
                      17ITEM
      5.
                      OTHER
      INFORMATION
                      
                      17ITEM
      6.
                      EXHIBITS
                      
                      17SIGNATURES
                      
                      18


2


PART
I - FINANCIAL INFORMATION





ITEM
I.   FINANCIAL STATEMENTS





M45
MINING RESOURCES INC.


(A
Development Stage Company)





BALANCE
SHEETS





June
      30,
                          
                          
                          March
      31,2009
                          
                          
                          2009(Unaudited)AssetsCurrent
      assetsCash
                          
                          $
                          —
                          
                          
                          $
                          —Prepaid
      expense
                          
                          
                          922
                          
                          
                          
                          2,336Total
      current assets
                          
                          
                          922
                          
                          
                          
                          2,336Fixed
      assets, net
                          
                          
                          70,211
                          
                          
                          
                          75,274Total
      assets
                          
                          $
                          71,133
                          
                          
                          $
                          77,610Liabilities
      and Stockholders' DeficitCurrent
      liabilitiesAccounts
      payable and accrued liabilites
                          
                          $
                          3,000
                          
                          
                          $
                          3,000Payables
      due to related parties
                          
                          
                          171,548
                          
                          
                          
                          146,422Total
      current liabilities
                          
                          
                          174,548
                          
                          
                          
                          149,422Stockholders'
      deficitCommon
      stock, $.001 par value; 55,000,000 shares authorized, 54,008,386 shares
      issued and outstanding
                          
                          
                          54,008
                          
                          
                          
                          54,008Additional
      paid-in capital
                          
                          
                          6,862,985
                          
                          
                          
                          6,862,985Deficit
      accumulated during the development stage
                          
                          
                          (7,020,408
                          )
                          
                          
                          (6,988,805
                          )Total
      stockholders deficit
                          
                          
                          (103,415
                          )
                          
                          
                          (71,812
                          )Total
      liabilities and stockholders' deficit
                          
                          $
                          71,133
                          
                          
                          $
                          77,610





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


3


M45
MINING RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)





STATEMENTS
OF OPERATIONS


(Unaudited)





Date
      ofThree
      Months Ended
                  
                  
                  Inception
      toJune 30
                  
                  
                  June
      30,2009
                  
                  
                  2008
                  
                  
                  2009Sales
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —Expenses:Mining
      claim acquisition costs
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  2,156,486General
      and administrative
                  
                  
                  22,760
                  
                  
                  
                  95,663
                  
                  
                  
                  4,323,179Marketing
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  48,503Research
      and development
                  
                  
                  1,414
                  
                  
                  
                  —
                  
                  
                  
                  169,853Interest
      on loan
                  
                  
                  2,367
                  
                  
                  
                  3,568
                  
                  
                  
                  70,979Depriciation
      and Amortization
                  
                  
                  5,062
                  
                  
                  
                  7,485
                  
                  
                  
                  44,359Total
      expenses
                  
                  
                  31,603
                  
                  
                  
                  106,716
                  
                  
                  
                  6,813,359Net
      loss before discontinued operations and income taxes
                  
                  
                  (31,603
                  )
                  
                  
                  (106,716
                  )
                  
                  
                  (6,813,359
                  )Net
      effect of recapitlization
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (124,668
                  )Discontinued
      operations - subsidiary
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (255,997
                  )Disposal
      of subsidiary
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  173,616Net
      loss before income taxes
                  
                  
                  (31,603
                  )
                  
                  
                  (106,716
                  )
                  
                  
                  (7,020,408
                  )Income
      Taxes
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Net
      loss
                  
                  $
                  (31,603
                  )
                  
                  $
                  (106,716
                  )
                  
                  $
                  (7,020,408
                  )Basic
      and Diluted Loss Per Share:Net
      loss per weighted average shareNet
      operating loss
                  
                  $
                  —
                  
                  
                  $
                  —Discontinued
      operations
                  
                  
                  —
                  
                  
                  
                  —Disposal
      of subsidiary
                  
                  
                  —
                  
                  
                  
                  —$
                  —
                  
                  
                  $
                  —Weighted
      average number of common shares used to compute net loss per weighted
      average share
                  
                  
                  54,008,386
                  
                  
                  
                  36,699,030





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


4


M45
RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)





STATEMENTS
OF CASH FLOWS


(Unaudited)





Date
      ofThree
      Months Ended
                                            
                                            
                                            Inception
      toJune
      30,
                                            
                                            
                                            June
      30,
                                            
                                            
                                            June
      30,2009
                                            
                                            
                                            2008
                                            
                                            
                                            2009Cash
      flows from operations:Net
      loss
                                            
                                            $
                                            (31,603
                                            )
                                            
                                            $
                                            (106,716
                                            )
                                            
                                            $
                                            (7,020,408
                                            )Adjustment
      to reconcile net loss to net cashDisposal
      of subsidiary
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (173,616
                                            )Discontinued
      operations
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            255,997Change
      in receivables
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            1,414Expenses
      paid with stock
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            2,899,987Employee
      Stock Option Plan
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            3,319,117Prior
      period Foreign Exchange Fluctuation
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (15,548
                                            )Prepaid
      deposits
                                            
                                            
                                            1,414
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (922
                                            )Depreciation
                                            
                                            
                                            5,062
                                            
                                            
                                            
                                            7,485
                                            
                                            
                                            
                                            44,359Increase
      (decrease) in operating liabilitiesChanges
      in payables
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            86Bank
      overdraft
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Net
      cash used for operating activities
                                            
                                            
                                            (25,127
                                            )
                                            
                                            
                                            (99,231
                                            )
                                            
                                            
                                            (689,534
                                            )Cash
      flows from investing activities:Acquisition
      of fixed assets
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (7,303
                                            )
                                            
                                            
                                            (101,243
                                            )Leasehold
      Improvements
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (13,329
                                            )Net
      effect of recapitalization
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            124,668Net
      cash provided by (used for) investing activities
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (7,303
                                            )
                                            
                                            
                                            10,096Cash
      flows from financing activities:Issuance
      of common stock
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            28,182Net
      effect of recapitalization
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            5,470Variation
      of advances from related parties
                                            
                                            
                                            25,127
                                            
                                            
                                            
                                            106,534
                                            
                                            
                                            
                                            645,786Net
      cash provided by financing activities
                                            
                                            
                                            25,127
                                            
                                            
                                            
                                            106,534
                                            
                                            
                                            
                                            679,438Net
      incresase in cash
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Cash,
      beginning of period
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Cash,
      end of period
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —Supplemental
      disclosures of cash flow information:Interest
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            50,744Income
      tax
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —





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


5


M45
Mining Resources Inc


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009








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, 2009 (unaudited) and the results of its
operations for the three months ended June 30, 2009 (unaudited) and cash flows
for the three months ended June 30, 2009 (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, 2009 are not necessarily indicative of the operating results that may
be expected for the fiscal year ending March 31, 2010.





These
financial statements and the notes hereto should be read in conjunction with
financial statements and notes thereto included in the Company’s Form 10-K for
the year ended March 31, 2009, which was filed October 30, 2009.





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.




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.




As of
November 1, 2009, 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.


6





M45
Mining Resources Inc


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009





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, 2009.




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.





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.


7


M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009





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.





Income taxes.





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


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





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. The Company translates foreign currency transactions and balances to
its reporting currency, United States Dollars, in accordance with ASC 830, Foreign Currency Matters,formerly 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: (i) Monetary items at the rate prevailing at the balance sheet date;
(ii) non-monetary items at the historical exchange rate;and(iii) revenue
and expenses that are monetary items are valued at the average rate in effect
during the applicable accounting period.


8


M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009





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.





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.


9





M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009





Recent
Accounting Pronouncements (continued)




On
September 1, 2009, the Company adopted the accounting pronouncement on
noncontrolling interests in consolidated financial statements (ASC Topic
810).   This pronouncement requires that noncontrolling (or minority)
interests in subsidiaries be reported in the equity section of a company’s
balance sheet, rather than in a mezzanine section of the balance sheet between
liabilities and equity and changes the manner in which the net income of the
subsidiary is reported and disclosed in the controlling company’s income
statement and establishes guidelines for accounting for changes in ownership
percentages and for deconsolidation.   This pronouncement required
retrospective application to all prior periods presented.  The adoption of
the Codification had no impact on the Company’s financial condition, results of
operations or cash flows.





On
September 1, 2009, the Company adopted the revised accounting pronouncement
relating to business combinations (ASC Topic 805), including assets acquired and
liabilities assumed arising from contingencies.  This pronouncement
requires the use of the acquisition method of accounting, defines the acquirer,
establishes the acquisition date, and applies to all transactions and other
events in which one entity obtains control over one or more other
businesses.  This pronouncement also amends the accounting and disclosure
requirements for assets and liabilities in a business combination that arise
from contingencies.   In addition, with the adoption of this
pronouncement, changes to valuation allowances for deferred income tax assets
and adjustments to unrecognized tax benefits generally are to be recognized as
adjustments to income tax expense rather than goodwill.  This adoption had
no impact on the Company’s financial condition, results of operations or cash
flows.




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 April 1, 2009.  We are currently evaluating the potential
impact of this standard on our consolidated financial statements.




In
June 2009, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards
Codification (“ASC”) and the Hierarchy of Generally
Accepted Accounting Principles — a replacement of FASB Statement No. 162(the “Codification”) (ASC Topic 105).  The Codification reorganized
existing U.S. accounting and reporting standards issued by the FASB and other
related private sector standard setters into a single source of authoritative
accounting principles arranged by topic.  The Codification supersedes all
existing U.S. accounting standards; all other accounting literature not included
in the Codification (other than SEC guidance for publicly-traded companies) is
considered non-authoritative.  The Codification was effective on a
prospective basis for interim and annual reporting periods ending after
September 15, 2009.  As a result of the adoption of this
pronouncement, Quarterly Reports on Form 10-Q for all quarters ending after
June 30, 2009 and all subsequent public filings will reference the Codification
as the sole source of authoritative literature.  Accordingly, all
accounting references will be updated and SFAS references will be replaced with
ASC references as if the SFAS has been adopted into the
Codification.    We do not expect the adoption of the adoption of
the Codification to have a material impact on the Company’s financial condition,
results of operations, or cash flows.


10


M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009





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 $ 7,020,408 from inception to June 30, 2009 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.





NOTE
3: PROPERTY AND EQUIPMENT




Machinery
and equipment consist of the following:





June
      30,
                  
                  
                  March
      31,
                  
                  Estimated2009
                  
                  
                  2009
                  
                  Useful LivesFurniture
      and equipment
                  
                  $
                  101,243
                  
                  
                  $
                  101,243
                  
                  3 -
      5 yearsLeasehold
      improvements
                  
                  
                  13,329
                  
                  
                  
                  13,329
                  
                  3
      years114,572
                  
                  
                  
                  114,572Less
      accumulated depreciation
                  
                  
                  44,361
                  
                  
                  
                  39,298Property
      and equipment, net
                  
                  $
                  70,211
                  
                  
                  $
                  75,274




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,
2009 and 2008 was $5,062 and $7,485, respectively.





NOTE
4: PAYABLE DUE TO RELATED PARTIES





At June
30, 2009, the Company was indebted to Andrea M. Cortellazzi, a shareholder of
the Company for $171,548. The note 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 54,008,386 shares were issued and outstanding as of
November 12, 2009. 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 months ended June 30, 2009
and 2008, no adjustment has been made to the weighted average outstanding common
shares as the assumed exercise of outstanding options and warrants is
anti-dilutive.


11




M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009





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, 2009 and 2008, respectively.





NOTE 8: INCOME
TAXES




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





The
Company accounts for uncertainties in income taxes pursuant to ASC 740, formerly
FASB Financial Interpretation No. 48, Accounting for Uncertainty in Income
Taxes-an interpretation of SFAS No. 109, which clarifies the
accounting for uncertainty in income taxes recognized in the financial
statements. The Company recognizes tax liabilities for uncertain income tax
positions (“unrecognized tax benefits”) pursuant to ASC 740 , where an
evaluation has indicated that it is more likely than not that the tax positions
will not be sustained on an audit. The Company estimates the unrecognized tax
benefits as the largest amount that is more than 50% likely to be realized upon
ultimate settlement. The Company reevaluates these uncertain tax positions on a
quarterly basis or when new information becomes available to management. The
reevaluations are based on many factors, including but not limited to, changes
in facts or circumstances, changes in tax law, successfully settled issues under
audit, expirations due to statutes of limitations, and new federal or state
audit activity. The Company also recognizes accrued interest and penalties
related to these unrecognized tax benefits which are included in the provision
for income taxes in the Condensed Consolidated Statement of Income. As of June
30, 2009, the Company has not recognized any adjustment for uncertain tax
provisions.




Included
in the Company’s net deferred tax assets are approximately $2.4 million of
potential future tax benefits from prior unused tax
losses.   Realization of these tax assets depends on sufficient
future taxable income before the benefits expire.  It is not certain
that the Company will have sufficient future taxable income to utilize the loss
carryforward benefits before they expire. Therefore, an allowance has been
provided for the full amount of the net deferred tax asset.




12


M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009





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





FORWARD-LOOKING
STATEMENTS





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




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




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





The
following discussion of our financial condition and results of our operations
should be read in conjunction with the Financial Statements and Notes attached
thereto. Our current fiscal year ends March 31, 2010.





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.


13


M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009




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.




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.




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





Results
of Operation





For the
three month periods ended June 30, 2009 and 2008, the Company reported $-0-
revenue, respectively.  For the quarter ended June 30, 2009, total
expenses were $31,603, a $75,113, or 70%, decrease from the $106,716 reported
for the same period in 2008. Approximately $38,000 of this decrease is
attributable to a decrease in consulting and professional fees.  Total
expenses reported for the quarter ended June 30, 2009 and 2008 primarily
represent expenses incurred for general administration, occupancy (rent,
utilities, and other related costs at $3,500 monthly), amortization and
depreciation, consulting, travel, filing fees, professional services, and
interest against a note payable to a shareholder.  A significant
shareholder of the Company has been making advances to the Company for the
payment of operating expense; he has agreed to continue providing capital for
ongoing operations, until such time the Company can generate revenues from
commercial operations or increase capital through various financing
arrangements.  He has also agreed to convert these advances into
equity (issuance of restricted shares).





Liquidity
and Capital Resources




M45 is a
development stage company, and through the date of this Report, it has not
generated revenue from operations.  The Company does not have
sufficient cash or cash equivalents to satisfy its cash requirements for the
next twelve months.


14


M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


June
30, 2009





Liquidity
and Capital Resources (continued)





The
Company has an accumulated deficit of $7,020,408. 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, 2009, 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





Our
management, under the supervision of and with the participation of the chief
executive officer and chief financial officer performed an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act”)) as of June 30, 2009, the period covered by this report.  Based
on this evaluation, our principal executive officer and principal financial
officer concluded that our disclosure controls were not effective as of that
date.





In our
Annual Report on Form 10-KSB/A filed for the year ended March 31, 2008, the
Company reported a material weakness in internal control over financial
reporting relating to lack of policies and procedures, lack of sufficient
accounting staff, lack of segregation of duties necessary for a good system of
internal control, over-reliance upon independent financial reporting
consultants, the adequacy of accounting systems with procedures to ensure that
financial information is secure and accurately recorded and reported. A material
weakness is defined in Public Company Accounting Oversight Board Auditing
Standard No. 5 as a deficiency, or a combination of deficiencies in internal
control over financial
reporting such that there is a reasonable possibility that a material
misstatement would not be prevented or detected on a timely basis.  In
connection with our overall assessment of internal control over financial
reporting, we have evaluated the effectiveness of our internal controls as of
June 30, 2009 and have concluded that the material weaknesses first reported in
our Annual Report on Form 10-KSB/A for the year ended March 31, 2008 and again
in our Annual Report on Form 10-K for the year ended March 31, 2009, and further
described in this paragraph, were not remediated as November 30, 2009.





Except
for the material weaknesses in internal control over financial reporting as
referenced in our Annual Report on Form 10-K for the fiscal year ended March 31,
2009 (and further described above), no other material weaknesses were identified
in our evaluation of internal controls as of November 30, 2009.


15




ITEM 4. Controls and Procedures
(continued).





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





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





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





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





Changes
in Internal Control over Financial Reporting





Remediation
plans established and initiated by management during the fiscal year ended March
31, 2009 continue to be implemented.  There were no other changes in
our internal controls over financial reporting during the quarter ended June 30,
2009 that have materially affected or are reasonably likely to materially
affect, our internal controls over financial reporting.





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





PART
II  - OTHER
INFORMATION





ITEM
1. Legal Proceedings.





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.


16


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





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





ITEM 5. Other
Information.





None




ITEM 6. Exhibits





(a) Exhibits.




The
following exhibits are filed with this report:




3.1
            Articles of Incorporation of 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:
      December 1, 2009
                  By:
                  /s/
      Barry SommervailBarry
      Sommervail, CEO and DirectorDated:
      December 1, 2009
                  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:
      December 1, 2009
                    By:
                    /s/
      Barry SommervailBarry
      Sommervail, CEO and DirectorDated:
      December 1, 2009
                    By:
                    /s/
      Gilles OuelletteGilles
      Ouellette,
Secretary/Treasurer


18