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 endedSeptember
      30, 2009





o
              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.


YesþNoo





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





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





54,041,286
shares of Company’s common stock, par value $0.001 per share, were outstanding
as of December 1, 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 September 30, 2009 (unaudited) and March 31,
    2009
                      3Statements
      of Operations for the three and six months ended September 30, 2009 and
      2008, and for the period from April1, 2004 (inception) to September 30,
      2009 (Unaudited)
                      4Statements
      of cash flows for the six months ended September 30, 2009 and 2008, and
      for the period from April 1, 2004 (inception) to September 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





September 30,
                
                
                March 312009
                
                
                2009(Unaudited)AssetsCurrent
      assetsCash
                
                $
                —
                
                
                $
                —Prepaid
      expense
                
                
                —
                
                
                
                2,336Total current
      assets
                
                
                —
                
                
                
                2,336Fixed
      assets, net
                
                
                65,149
                
                
                
                75,274Total
      assets
                
                $
                65,149
                
                
                $
                77,610Liabilities
      and Stockholders' DeficitCurrent
      liabilitiesAccounts
      payable and accrued liabilites
                
                $
                3,000
                
                
                $
                3,000Payables
      due to related parties
                
                
                186,747
                
                
                
                146,422Total
      current liabilities
                
                
                189,747
                
                
                
                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
                
                
                (7,041,591
                )
                
                
                (6,988,805
                )Total
      stockholders deficit
                
                
                (124,598
                )
                
                
                (71,812
                )Total
      liabilities and stockholders' deficit
                
                $
                65,149
                
                
                $
                77,610





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


3





M45
MINING RESOURCES INC.


(A
Development Stage Company)





STATEMENTS
OF OPERATIONS


(Unaudited)





Date ofThree Months Ended
                    
                    
                    Six Months Ended
                    
                    
                    Inception toSeptember 30,
                    
                    
                    September 30,
                    
                    
                    September 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    2009Sales
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —Expenses:Mining
      claim acquisition costs
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    2,156,486General
      and administrative
                    
                    
                    12,532
                    
                    
                    
                    75,511
                    
                    
                    
                    35,292
                    
                    
                    
                    171,174
                    
                    
                    
                    4,335,711Marketing
                    
                    
                    
                    
                    
                    
                    3,998
                    
                    
                    
                    —
                    
                    
                    
                    3,988
                    
                    
                    
                    48,503Research
      and development
                    
                    
                    922
                    
                    
                    
                    2,828
                    
                    
                    
                    2,336
                    
                    
                    
                    2,828
                    
                    
                    
                    170,775Interest
      on loan
                    
                    
                    2,667
                    
                    
                    
                    4,990
                    
                    
                    
                    5,034
                    
                    
                    
                    8,558
                    
                    
                    
                    73,646Depreciation
      and Amortization
                    
                    
                    5,062
                    
                    
                    
                    7,728
                    
                    
                    
                    10,124
                    
                    
                    
                    15,213
                    
                    
                    
                    49,421Total
      expenses
                    
                    
                    21,183
                    
                    
                    
                    95,055
                    
                    
                    
                    52,786
                    
                    
                    
                    201,761
                    
                    
                    
                    6,834,542Net
      loss before discontinued operations and income taxes
                    
                    
                    (21,183
                    )
                    
                    
                    (95,055
                    )
                    
                    
                    (52,786
                    )
                    
                    
                    (201,761
                    )
                    
                    
                    (6,834,542
                    )Net
      effect of recapitlization
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (124,668
                    )Discontinued
      operations - subsidiary
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (255,997
                    )Disposal
      of subsidiary
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    173,616Net
      loss before income taxes
                    
                    
                    (21,183
                    )
                    
                    
                    (95,055
                    )
                    
                    
                    (52,786
                    )
                    
                    
                    (201,761
                    )
                    
                    
                    (7,041,591
                    )Income
      taxes
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Net
      loss
                    
                    $
                    (21,183
                    )
                    
                    $
                    (95,055
                    )
                    
                    $
                    (52,786
                    )
                    
                    $
                    (201,761
                    )
                    
                    $
                    (7,041,591
                    )Basic
      and Diluted Loss Per Share:Net
      loss per weighted average shareNet
      operating loss
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    (0.01
                    )Discontinued
      operations
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Disposal
      of subsidiary
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —$
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    (0.01
                    )Weighted
      average number of common shares used to compute net loss per weighted
      average share
                    
                    
                    54,008,386
                    
                    
                    
                    36,699,030
                    
                    
                    
                    54,008,386
                    
                    
                    
                    36,699,030





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


4





M45
RESOURCES INC.


(A
Development Stage Company)





STATEMENTS
OF CASH FLOWS


(Unaudited)





Date ofSix Months Ended
                                            
                                            
                                            Inception toSeptember 30,
                                            
                                            
                                            September 30,
                                            
                                            
                                            September 30,2009
                                            
                                            
                                            2008
                                            
                                            
                                            2009Cash
      Flows From Operations:Net
      loss
                                            
                                            $
                                            (52,786
                                            )
                                            
                                            $
                                            (201,761
                                            )
                                            
                                            $
                                            (7,041,591
                                            )Adjustment
      to reconcile net loss to net net cash used by operating
      activities:Disposal
      of subsidiary
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (173,616
                                            )Discontinued
      operations
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            255,997Depreciation
                                            
                                            
                                            10,124
                                            
                                            
                                            
                                            15,213
                                            
                                            
                                            
                                            49,421Expenses
      paid with stock
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            2,899,987Employee
      stock option plan
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            3,319,117Prior
      period foreign exchange fluctuation
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (15,548
                                            )Changes
      in operating assets and liabilities:Receivables
                                            
                                            
                                            (1,414
                                            )
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Prepaid
      deposits
                                            
                                            
                                            2,336
                                            
                                            
                                            
                                            2,828
                                            
                                            
                                            
                                            —Payables
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            86Net
      cash used for operating activities
                                            
                                            
                                            (41,740
                                            )
                                            
                                            
                                            (183,720
                                            )
                                            
                                            
                                            (706,147
                                            )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
                                            
                                            
                                            41,740
                                            
                                            
                                            
                                            191,023
                                            
                                            
                                            
                                            662,399Net
      cash provided by financing activities
                                            
                                            
                                            41,740
                                            
                                            
                                            
                                            191,023
                                            
                                            
                                            
                                            696,051Net
      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 these financial
statements.


5


M45
Mining Resources Inc


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


September
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 September 30, 2009 (unaudited) and the results of its
operations for the three and six month periods ended September 30, 2009
(unaudited) and cash flows for the six months ended September 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 and six month periods ended September 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
December 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


September
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 September 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 accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock
Compensation, 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


September
30, 2009





Fair
value of financial instruments.





ASC Topic
820, Fair Value Measurements
and Disclosure” ("ASC 820") establishes a new framework for measuring
fair value and expands related disclosures. Broadly, ASC 820 framework requires
fair value to be determined based on the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction
between market participants. ASC 820 establishes a three-level valuation
hierarchy based upon observable and non-observable inputs. These tiers include:
Level 1, defined as observable inputs such as quoted prices in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity
to develop its own assumptions.




Long-lived
assets.





In
accordance with ASC Topic 360-10 (formerly 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).





FASB ASC
220-10 (formerly known as 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


September
30, 2009





Interest Rate Risk.





The
Company is exposed to fluctuating interest rates.





Basic and Diluted Net Income (Loss) Per
Share.





We
compute basic earnings per share (“basic EPS”) by dividing net income (loss) by
the weighted average number of common shares outstanding for the reporting
period; diluted earnings per share (“diluted EPS”) gives effect to all
dilutive potential shares outstanding. 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 FASB ASC 915 (formerly 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
accordance with the ASC Topic 605, Revenue Recognition, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and
collectability is reasonably assured.





Recent
Accounting Pronouncements




In April
2009, the FASB issued FASB ASC Topic 158-320-05 and 320-10-05, Recognition and Presentation of
Other-Than-Temporary Impairments (FASB Staff Position, or FSP, No. FAS
115-2 and FAS 124-2),to amend the other-than-temporary impairment guidance in debt securities
to be based on intent to sell instead of ability to hold the security and to
improve the presentation and disclosure of other-than-temporary impairments on
debt and equity securities in the financial statements.  This pronouncement
is effective for periods ending after June 15, 2009.  We adopted this
standard effective July 1, 2009, and it did not have a material impact on our
financial position and results of operations.





In April
2009, the FASB issued FASB ASC Topic 820-10-05, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly (FSP
157-4).  FASB ASC Topic 820-10-05 provides additional authoritative
guidance to assist both issuers and users of financial statements in determining
whether a market is active or inactive, and whether a transaction is
distressed.  This pronouncement is effective for periods ending after June
15, 2009.  We adopted this standard effective July 1, 2009, and it did not
have a material impact on our financial position and results of
operations.





In April
2009, the FASB issued FASB ASC Topic 270-10-05, Interim Disclosures about Fair Value
of Financial Instruments (FSP FAS 107-1 and APB 28-1).  FASB ASC
Topic 270-10-05 enhances consistency in financial reporting by increasing the
frequency of fair value disclosures.  This guidance relates to fair value
disclosures for any financial instruments that are not currently reflected on
the balance sheet of companies at fair value.  Before this guidance was
adopted, fair values for these assets and liabilities were disclosed only once a
year.  The guidance now requires these disclosures to be made on a
quarterly basis, providing qualitative and quantitative information about fair
value estimates for all those financial instruments not measured on the balance
sheet at fair value.  This pronouncement is effective for periods ending
after June 15, 2009.  We adopted this standard effective July 1, 2009, and
it did not have a material impact on our financial position and results of
operations.


9





M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


September
30, 2009





Recent
Accounting Pronouncements (continued)





In April
2009, the FASB issued FASB ASC Topic 805-10-10, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies (SFAS 141(R)-1), to amend the provisions related to the
initial recognition and measurement, subsequent measurement and disclosure of
assets and liabilities arising from contingencies in a business combination
under FASB ASC Topic 805-10-10, Business Combinations (SFAS
141(R)).  Under this guidance, assets acquired and liabilities assumed in a
business combination that arise from contingencies should be recognized at fair
value on the acquisition date if fair value can be determined during the
measurement period.  If fair value cannot be determined, companies should
typically account for the acquired contingencies using existing guidance. 
We do not believe adoption of FASB ASC Topic 805-10-10 will have a material
impact on our consolidated financial statements.





In May
2009, the FASB issued FASB ASC Topic 855-10-05, Subsequent Events (SFAS
165).  This standard is intended to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. 
Specifically, this standard sets forth the period after the balance sheet date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial
statements, and the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date.  FASB ASC Topic
855-10-05 is effective for fiscal years and interim periods ending after June
15, 2009.  We adopted this standard effective July 1, 2009 and have
evaluated any subsequent events through the date of this filing.  We do not
believe there are any material subsequent events that would require further
disclosure





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.


10





M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


September
30, 2009





Recent
Accounting Pronouncements (continued)





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
September 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.





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 $ 7,041,591 from inception to September 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:





September 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
                        
                        
                        49,423
                        
                        
                        
                        39,298Property
      and equipment, net
                        
                        $
                        65,149
                        
                        
                        $
                        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 September
30, 2009 and 2008 was $5,062 and $7,728, respectively.





NOTE
4: PAYABLE DUE TO RELATED PARTIES





At
September 30, 2009, the Company was indebted to Andrea M. Cortellazzi, a
shareholder of the Company for $186,747. The note bears interest at 6 % per
annum.


11





M45
MINING RESOURCES INC.


(A
Development Stage Company)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


September
30, 2009





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 September 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.





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
September 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
September 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


September
30, 2009





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





FORWARD-LOOKING
STATEMENTS





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




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




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





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


September
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 and six month periods ended September 30, 2009 and 2008, the Company
reported $-0- revenue, respectively.  For the quarter ended September 30,
2009, total expenses were $21,183, a $73,872, or 77%, decrease from the $95,055
reported for the same period in 2008. Approximately $25,000 of this decrease is
attributable to a decrease in consulting and professional fees.  For the
six months ended September 30, 2009, total expenses were $52,786, a $148,975, or
73%, decrease from the $201,761 reported for the same period in 2009.
Approximately $63,000 of this decrease is attributable to a decrease in
consulting and professional fees.





Total
expenses reported for the three and six month periods ended September 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


September
30, 2009





Liquidity
and Capital Resources (continued)





The
Company has an accumulated deficit of $7,041,591. 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 September 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 September 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
September 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 December 1,
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 December 1, 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 September
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 3, 2009
                By:
                /s/
      Barry SommervailBarry
      Sommervail, CEO and
Director






Dated:
      December 3, 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 3, 2009
                  By:
                  /s/
      Barry SommervailBarry
      Sommervail, CEO and
Director






Dated:
      December 3, 2009
                By:
                /s/
      Gilles OuelletteGilles
      Ouellette,
Secretary/Treasurer


18