**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-QSB/A**
 **Amendment
        No. 1**
 
 **QUARTERLY
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE**
 **ACT
        OF 1934**
 
 For
        the
        quarterly period ended December
        31, 2007
 
 Commission
        File No. 33-55254-42
 
 **M45
        Mining Resources Inc.**
 (Name
        of
        small business issuer as specified in its charter)
 
 NEVADA
              87-0485310(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)
  1212
        Redpath Crescent
 Montreal
        (Quebec) Canada H3G 2K1
 (514)
        812-4568
 (Address
        and telephone number of principal executive offices and issuer’s telephone
        number)
 
 Indicate
        by check mark whether the issuer (1) has filed all reports required to be
        filed
        by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days. Yes þ No o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No þ
 
 As
        of
        June 25, 2008, the issuer had 37,241,530 shares of common stock issued and
        outstanding.
 
 Transitional
        Small Business Disclosure Format (Check one): Yes o No þ
 
 
  **M45
        Mining Resources Inc.**
 
 **FORM
        10-QSB/December 31, 2007**
 
 **TABLE
        OF CONTENTS**
 
 **INDEX**
              
              
              **Page Number****PART
                  I – FINANCIAL INFORMATION**Item
                  1 –
              Financial
                    StatementsConsolidated
                  Balance Sheet as of December 31, 2007 (Unaudited)
              
              5Consolidate
                  Statements of Operations for the months Ended December 31, 2007
                  and 2006
                  and the period of inception December 31, 2007 (Unaudited)
              
              6Consolidated
                  Statements of Cash Flow for the three months Ended December 31,
                  2007 and
                  2006 and the period of inception December 31, 2007
                  (Unaudited)
              
              7Notes
                  to Consolidated Financial Statements (Unaudited)
              
              8Item
                  2 -
              Managements
                  Discussion and Analysis or Plan of Operation
              
              18Item
                  3 -
              Controls
                  and Procedures
              
              20**PART
                  II – OTHER INFORMATION**Item
                  1 -
              Legal
                  Proceedings
              
              21Item
                  2 -
              Changes
                  in Securities
              
              21Item
                  3 -
              Defaults
                  upon Senior Security
              
              21Item
                  4 -
              Submission
                  of Matters to a Vote of Security Holders
              
              22Item5
                  -
              Other
                  Information
              
              22Item
                  6 -
              Exhibits
                  and Reports on Form 8-K
              
              22
 2
  **EXPLANTORY
        NOTE**
 
 M45
        Mining Resources, Inc. (the “Company,” “we,” “us,” or “our”) is filing this
        Amendment No. 1 (the “Amended Report”) to its Quarterly Report on Form 10-QSB/A
        for its fiscal quarterly period ended December 31, 2007, originally filed
        with
        the US Securities and Exchange Commission (“SEC”) on February 20, 2008 (the
“Original Filing”), to amend and restate its consolidated balance sheet and
        consolidated statements of operations and cash flows for the nine month period
        ended December 31, 2007, to correct the following errors in its consolidated
        statement of operations previously filed:
 
 In
        the
        quarter ended June 30, 2007, the Company issued 7,000,000 ($.475) shares
        of its
        common stock to officers, directors, and employees under its 2007 Employee
        and
        Consultant Stock Incentive Plan filed with the SEC on Form S-8 on April 6,
        2007.
        In the quarter ended December 31, 2007, the Company issued 6,250,000 shares
        of
        common stock to finalize the acquisition of 160 mining titles for a value
        of
        $1.250 million. The Company included the disclosure in the footnotes to the
        financial statements; however, the Company did not include the transaction
        in
        its financial statements for the quarter ended December 31, 2007.This
        restatement corrects general and administrative expenses, mining acquisition
        costs, and deficit accumulated during the development stage for the nine
        month
        period ended September 30, 2007.
 
 The
        issuance of the 7,000,000 common shares increased net loss for the nine month
        period ended December 31, 2007 by approximately $3.3 million; deficit
        accumulated during development stage increased by the same amount. The issuance
        of 6,250,000 common shares increased net loss by approximately $1.250 million
        in
        the three month and nine month periods ended December 31, 2007, respectively,
        and the deficit accumulated during development stage increased by the same
        amount. The error in failure to record stock based compensation associated
        with
        the issuance of 7,000,000 shares of common stock to officers, directors,
        and
        employees had no affect on the three month period ended December 31, 2007.
 
 This
        Amended Report also reflects a regrouping of certain expense items, originally
        listed in detail in the statement of operations included with the Form 10-QSB
        filed for the quarter ended December 31, 2007 (and quarters ended prior to
        December 31, 2008), to reflect a more natural grouping of expenses by functional
        categories. All periods included in this Amended Report have been restated
        to
        reflect the new, functional grouping of expense items previously reported
        in
        detail in the statement of operations. This regrouping of detailed expense
        items
        into the new functional categories had no affect on the statement of operations
        for any of the reporting periods included in this Amended Report.
 
 Except
        as
        discussed above, we have not modified or updated disclosures presented in
        the
        Original Filing, except as required to reflect the effects of the restatement
        and the regrouping of expense items into new, functional categories in this
        Amended Report. According, this Amended Report does not reflect events occurring
        after our Original Filing or modify or update those disclosures affected
        by
        subsequent events, except as specifically referenced herein. Information
        not
        affected by the restatement is unchanged and reflects the disclosures made
        at
        the time the Original
 
 Filing.
        The following items have been amended as a result of the
        restatement.
 
 Part
                  I.
              Item
                  1.
              Financial
                  Statements (Unaudited):Consolidated
                  Balance Sheet – December 31, 2007 (as restated)Consolidated
                  Statement of Operations – Three and nine month periods ended December 31,
                  2007 (as restated) ,three and nine month periods ended December
                  31, 2007,
                  December 31, 2006,and Inception to December 31, 2007 (as
                  restated)Consolidated
                  Statement of Cash Flows –Nine months ended December 31, 2007 (as
                  restated),December
                  31, 2006, and Inception to December 31, 2007 (as
                  restated)Notes
                  to Consolidated Financial StatementsItem
                  2.
              Management
                  Discussion and Plan of OperationItem
                  3.
              Controls
                  and ProceduresPart
                  II.
              Item
                  6.
              Exhibits
  3
  **EXPLANTORY
        NOTE** (Continued)
 
 This
        Quarterly Report on Form 10-QSB/A should be read in conjunction with our
        filings
        on Form 10-QSB/A for the quarterly period ended June 30, 2007 (Amended Report)
        and September 30, 2007 (Amended Report), respectively,
 and
        our
        Form 10-KSB, which we are filing concurrently with this Amended Report, as
        well
        as our Current Reports on Form 8-K filed subsequent to the date of the Original
        Filing.
 
 4
  **PART
        I - Financial Information**
 
 **Item
        I - Financial Statements**
 
 **M45
        MINING RESOURCES INC.**
 **(A
        Development Stage Company)**
 **(formerly
        Quantitative Methods Corporation)**
 
 **CONSOLIDATED
        BALANCE SHEET**
 **December
        31, 2007**
 **(expressed
        in Canadian dollars)**
 **(unaudited)**
 
 **December 31,****2007****(As Restated****See Note 1.A)****ASSETS****Current
                  Assets**Cash
              
              $
              -Prepaid
                  expense
              
              
              9,684**Total
                  Current Assets**
              
              
              9,684Fixed
                  assets, net
              
              
              75,128**TOTAL
                  ASSETS**
              
              $
              84,812**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****Current
                  Liabilities**Accounts
                  payable and accrued liabilites
              
              $
              -Payables
                  due to related parties
              
              
              748,491**Total
                  Current Liabilities**
              
              
              748,491**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Common
                  stock, $.001 par value; 55,000,000 shares authorized, 31,709,090
                  shares
                  issued and outstanding
              
              
              31,709Additional
                  paid-in capital
              
              
              5,682,896Deficit
                  accumulated during the development stage
              
              
              (6,378,284
              )**Total
                  Stockholders Equity (Deficit)**
              
              
              (663,679
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              $
              84,812
 
 The
        accompanying notes are an integral part of the consolidated financial
        statements.
 
 5
 
 **M45
        MINING RESOURCES INC. AND SUBSIDIARY**
 **(A
        Development Stage Company)**
 **(formerly
        Quantitative Methods Corporation)**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(expressed
        in Canadian dollars)**
 **(Unaudited)**
 **Date
                  of****Three Months Ended**
              
              **Nine
                  Months Ended**
              
              **Inception
                  to****December 31**
              
              **December
                  31**
              
              **December 31,****2007**
              
              **2006**
              
              **2007**
              
              **2006**
              
              **2007****(As Restated, See**
              
              
              
              **(As Restated, See**
              
              
              
              **(As Restated, See****Note1.A)**
              
              
              
              **Note1.A)**
              
              
              
              **Note1.A)**Sales
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Expenses:**Mining
                  claim acquisition costs
              
              
              1,250,000
              
              
              -
              
              
              1,250,000
              
              
              -
              
              
              2,156,486General
                  and administrative
              
              
              168,470
              
              
              4,584
              
              
              3,776,983
              
              
              22,867
              
              
              3,817,171Marketing
              
              
              4,010
              
              
              -
              
              
              42,116
              
              
              -
              
              
              42,116Research
                  and development
              
              
              -
              
              
              -
              
              
              121,011
              
              
              2,286
              
              
              123,298Interest
                  on loan
              
              
              9,144
              
              
              2,407
              
              
              15,445
              
              
              6,842
              
              
              29,922Depriciation
                  and Amortization
              
              
              2,242
              
              
              208
              
              
              2,242
              
              
              624
              
              
              2,242Total
                  expenses
              
              
              1,433,866
              
              
              7,199
              
              
              5,207,797
              
              
              32,619
              
              
              6,171,235**NET
                  LOSS BEFORE DISCONTINUED OPERATIONS AND INCOME
                  TAXES**
              
              
              (1,433,866
              )
              
              (7,199
              )
              
              (5,207,797
              )
              
              (32,619
              )
              
              (6,171,235
              )Net
                  effect of recapitlization
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (124,668
              )Discontinued
                  operations - subsidiary
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (255,997
              )Disposal
                  of subsidiary
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              173,616**NET
                  LOSS BEFORE INCOME TAXES**
              
              
              (1,433,866
              )
              
              (7,199
              )
              
              (5,207,797
              )
              
              (32,619
              )
              
              (6,378,284
              )INCOME
                  TAXES
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**NET
                  LOSS**
              
              $
              (1,433,866
              )
              $
              (7,199
              )
              $
              (5,207,797
              )
              $
              (32,619
              )
              $
              (6,378,284
              )**BASIC
                  AND DILUTED LOSS PER SHARE**Net
                  loss per weighted average shareNet
                  operating loss
              
              $
              (0.05
              )
              $
              (0.00
              )
              $
              (0.19
              )
              $
              (0.00
              )Discontinued
                  operations
              
              
              -
              
              
              -
              
              
              -
              
              
              -Disposal
                  of subsidiary
              
              
              -
              
              
              -
              
              
              -
              
              
              -$
              (0.05
              )
              $
              (0.00
              )
              $
              (0.19
              )
              $
              (0.00
              )Weighted
                  average number of common shares used to compute net loss per weighted
                  average share
              
              
              27,021,590
              
              
              17,550,000
              
              
              27,021,590
              
              
              17,550,000
 
 The
        accompanying notes are an integral part of the consolidated financial
        statements.
  6
  **M45
        RESOURCES INC. AND SUBSIDIARY**
 **(A
        Development Stage Company)**
 **(FORMERLY
        Quantitative Methods Corporation)**
 
 **CONSOLIDATED
        STATEMENT OF CASH FLOWS**
 **(expressed
        in Canaian dollars)**
 **(Unaudited)**
 
 **Date
                  of****Nine
                  Months Ended**
              
              **Inception
                  to****December 31,**
              
              **December 31,**
              
              **December 31,****2007**
              
              **2006**
              
              **2007****(As Restated, See**
              
              
              
              **(As Restated, See****Note
                  1.A)**
              
              
              
              **Note
                  1.A)****CASH
                  FLOWS FROM OPERATIONS****Net
                  loss**
              
              $
              (5,207,797
              )
              $
              (32,619
              )
              $
              (6,378,284
              )Adjustment
                  to reconcile net loss to net cashDisposal
                  of subsidiary
              
              
              -
              
              
              -
              
              
              (173,616
              )Discontinued
                  operations
              
              
              -
              
              
              -
              
              
              255,997Mining
                  Title rights
              
              
              1,250,000
              
              
              -
              
              
              1,250,000Employee
                  Stock Option Plan
              
              
              3,319,117
              
              
              -
              
              
              3,319,117Change
                  in receivables
              
              
              1,383
              
              
              -
              
              
              1,383Expenses
                  paid with stock
              
              
              (5,884
              )
              
              -
              
              
              900,602Tax
                  credit receivables
              
              
              -
              
              
              (1,223
              )
              
              -Prepaid
                  deposits
              
              
              (11,068
              )
              
              200
              
              
              (11,068
              )Depreciation
              
              
              2,242
              
              
              624
              
              
              2,242Increase
                  (decrease) in operating liabilitiesChanges
                  in payables
              
              
              (25,000
              )
              
              1,021
              
              
              (2,914
              )Bank
                  overdraft
              
              
              -
              
              
              -
              
              
              -**NET
                  CASH USED FOR OPERATING ACTIVITIES**
              
              
              (677,007
              )
              
              (31,997
              )
              
              (836,541
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Acquisition
                  of fixed assets
              
              
              (63,802
              )
              
              -
              
              
              (63,802
              )Leasehold
                  Improvements
              
              
              (13,568
              )
              
              -
              
              
              (13,568
              )Net
                  effect of recapitalization
              
              
              -
              
              
              -
              
              
              124,668**NET
                  CASH PROVIDED BY INVESTING ACTIVITIES**
              
              
              (77,370
              )
              
              -
              
              
              47,298**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Issuance
                  of common stock
              
              
              5,883
              
              
              -
              
              
              5,883Net
                  effect of recapitalization
              
              
              -
              
              
              -
              
              
              5,470Variation
                  of advances from related parties
              
              
              748,494
              
              
              31,984
              
              
              777,890**NET
                  CASH PROVIDED BY FINANCING ACTIVITIES**
              
              
              754,377
              
              
              31,984
              
              
              789,243Net
                  increase in cash
              
              
              -
              
              
              (13
              )
              
              -Cash,
                  beginning of period
              
              
              -
              
              
              (5
              )
              
              -Cash,
                  end of period
              
              $
              -
              
              $
              (18
              )
              $
              -**SUPPLEMENTAL
                        DISCLOSURES OF CASH FLOW
                        INFORMATION**Interest
              
              $
              -
              
              $
              -
              
              $
              610Income
                  tax
              
              $
              -
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of the consolidated financial
        statements.
  7
  **M45
        Mining Resources Inc**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **December
        31, 2007**
 
 NOTE
        1: **ORGANIZATION
        AND SIGNIFICANT ACCOUNTING PRINCIPLES**
 
 ***Basis
        of Presentation***
 
 The
        accompanying unaudited consolidated financial statements of M45 Mining Resources
        Inc (“M45” or “Company”), have been prepared in accordance with accounting
        principles generally accepted in the United States of America for interim
        financial information and with the instructions to Form 10-QSB of Regulation
        S-B. Accordingly, they do not include all of the information and notes required
        by generally accepted accounting principles for a complete presentation of
        the
        financial statements. In the opinion of management, the unaudited interim
        financial statements furnished herein include all adjustments (consisting
        of a
        normal and recurring nature) necessary for a fair presentation of the Company’s
        financial position at December 31, 2007 (unaudited) and the results of its
        operations for the six months ended December 31, 2007 (unaudited) and cash
        flows
        for the six months ended December 31, 2007 (unaudited). Interim financial
        statements are prepared on a basis consistent with the Company’s annual
        financial statements. Results of operations for the six months period ended
        December 31, 2007 are not necessarily indicative of the operating results
        that
        may be expected for the fiscal year ending
        March 31, 2008.
 
 These
        financial statements and the notes hereto should be read in conjunction with
        financial statements and notes thereto included in the Company’s Form 10-KSB for
        the year ended March 31, 2007, which was filed July 16, 2007.
 
 ***Nature
        of Operations and Continuance of Business***
 
 **M45
        Mining Resources Inc.’s** ,
        new
        strategy is focused on building shareholder value through the exploration
        and
        development of mineral claims, particularly in the Matagami Mining Camp located
        in Quebec, Canada. The Matagami Mining Camp is known for its zinc-rich massive
        sulphide deposits. Initial exploratory work in the Camp can be traced back
        to
        the 1930's with Noranda's activities in the region. Ten of the eighteen deposits
        discovered to date have been mined and have produced a total of 3.9 Mt zinc
        and
        0.4 Mt copper.
 
 **M45** management believed that there were likely one or more deposits situated
        within
        the limits of the Claims due to the fact that the property is located near
        past
        producers and existing deposits. Management has commenced its first phase
        exploration program in early April and conducted full surveying and NI-43-101
        to
        determine the location of potential deposits. On June 7 2007, the company
        received final results of the NI-43-101 reports confirming the presence of
        deposits. The Company intends to initiate a massive drilling program as per
        the
        geologist’s recommendation, which is contained in the report. The drilling
        program cost will represent a total of $2.8 million Canadian
        dollars.
 
 On
        October 9, 2007, M45 management finalized the acquisition of 160 mining titles
        covering a total area of 8,935 Hectares in the East area of the Matagami
        Mining
        Camp. The mining titles were acquired from "Miniere Grenville," a Canadian
        Corporation, for a total nominal consideration of One Million Two Hundred
        and
        fifty thousand dollars payable in common shares at a set price value of $
        0.20
        for a total number of restricted shares of 6,250,000. This acquisition is
        a key
        milestone of the "East Wind" phase of the Company's business development
        program.
  The
        mining titles are situated on the east side of Matagami Mining Camp adjacent
        to
        properties owned by Xstrada plc, the world's fifth largest diversified mining
        company by market capitalization. These strategic territories strengthen
        M45's
        presence in the Matagami Camp by adding a new series of high-grade potential
        mining titles to the Company's existing
        "West Wind" territories. The Matagami Mining Camp is a world-class mining
        district, composed of 18 known volcanogenic massive sulphide (VMS) deposits.
        The
        area is host to historical production of 8.6 billion pounds of Zinc and 853
        million pounds of Copper and has established infrastructure including a railway,
        paved road and a 2,350 t/day mill owned by Falconbridge/Xstrada plc.
  8
  **M45
          MINING RESOURCES INC.**
 **(A
          Development Stage Company)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December
          31, 2007**
  *Nature
          of
          Operations and Continuance of Business (continued*
 As
        of
        April 1, 2007, the Company has hired five (5) full-time consulting employees.
        The President and Secretary-Treasurer have agreed to allocate a portion of
        their
        time without compensation to the activities of the Company.
 
 The
        Company had no revenues for the period March 31, 2007 to February 1, 2007.
        The
        Company has hired an external geologist firm to conduct geologic reports
        NI-43-101 on its Matagami property for an approximate cost of $90,000. The
        Company also incurred operation costs related to completing marketing material
        such as; Logo’s Web site, summaries and other corporate presentation material.
        M45 has started to pay rent and common shared expenses as of April 1 2007;
        the
        agreement is for rent, telephone, utilities and other operation support cost
        as
        a set price of $3,500 a month. The Company also incurred expenses to cover
        for
        legal fees, filing expenses, press releases, traveling expenses, representation
        costs, mailings, research costs, and various operational costs. These above
        mentioned costs represents an approximate total of $748,491 and were paid
        by
        majority control person and will be treated and reported as an advance from
        shareholder in the third quarter of fiscal year 2007. The shareholder agreed
        to
        continue to support operational costs until the Company can generate revenues
        from financing activities and or from commercial operations.
 
 ***Summary
        of Significant Accounting Policies***
 
 The
        summary of significant accounting policies of M45 is presented to assist
        in
        understanding the Company’s consolidated financial statements. The financial
        statements and notes are representations of the Company’s management, which is
        responsible for their integrity and objectivity. These accounting policies
        conform to generally accepted accounting principles and have been consistently
        applied in the preparation of the financial statements.
 
 *Basis
        of Accounting*
  The
        Company’s unaudited consolidated financial statements are presented in Canadian
        dollars (except par value of common stock) and have been prepared in accordance
        with accounting principles generally accepted in the United States of
        America.
 
 *Advertising
        Costs*
  The
        Company recognizes advertising expense in accordance with Statement of
        Position 93-7, “ *Reporting
        on Advertising Costs.* ”
As
        such, the Company expenses the cost of communicating advertising in the period
        in which the advertising space or airtime is used. Advertising costs for
        the
        period ended March 31, 2007 and March 31, 2006 was approximately
        $23,000 and $0, respectively.
 9
  **M45
        MINING RESOURCES INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December
        31, 2007**
  ***Summary
        of Significant Accounting Policies (continued)***
 
 *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.
  *Cash
        and Cash Equivalents*
  For
        financial statement purposes, all highly liquid instruments with a maturity
        of
        three months or less are considered to be cash equivalents. There are no
        cash
        equivalents as of December 31, 2007.
 
 *Comprehensive
        Income (Loss)*
  SFAS No. 130,
        " *Reporting
        Comprehensive Income (Loss)* ,"
        establishes standards for the reporting and display of comprehensive income
        (loss) and its components in the financial statements. The adoption of
        SFAS No. 130 had no significant impact on total shareholders’ deficit
        as of December 31, 2006.
  *Principles
        of Consolidation*
  The
        unaudited consolidated financial statements include the accounts of the Company.
 
 *Concentration
        of Credit Risk*
  The
        Company’s exposure to credit risk is minimal.
 
 *Depreciation
        and Amortization*
  Property
        and equipment are stated at cost. Depreciation is calculated on the estimated
        useful lives of the assets using the straight line depreciation method.
        Leasehold Improvements is calculated on the remaining lease period and using
        the
        straight line amortization method.
 
 *Development
        Stage Company*
  The
        Company currently has no revenues and is considered to be a development stage
        company under the provision of Statement of Financial Accounting Standard
        (“SFAS”) No. 7, " *Accounting
        and reporting by Development Stage Enterprises.* "
 
 *Dividends*
  Dividends
        may be paid on outstanding shares as declared by the Board of Directors.
        Each
        share of common stock is entitled to one vote. The Company has not yet adopted
        any policy regarding payment of dividends. No dividends have been paid or
        declared since inception.
 10
  **M45
        Mining Resources Inc.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December
        31, 2007**
 
 ***Summary
        of Significant Accounting Policies (continued***
 
 *Use
        of Estimates*
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities, disclosure of contingent assets and liabilities and the reported
        amounts of revenues and expenses at the date of the consolidated financial
        statements and accompanying notes. Management makes these estimates using
        the
        best information available at the time the estimates are made; however, actual
        results could differ from those estimates.
 
 *Financial
        Instruments*
  Fair
        value estimates discussed herein are based upon certain market assumptions
        and
        pertinent information available to management as of December 31, 2007. The
        respective carrying value of certain on-balance-sheet financial instruments
        approximated their fair values. These financial instruments include cash,
        income
        tax recoverable, bank loans, accounts payable, accrued liabilities, notes
        and
        amounts due to related parties. The fair values were assumed to approximate
        their carrying values due to the immediate or short-term maturity of these
        financial instruments.
 
 *Income
        Taxes*
  The
        Company follows Statement of Financial Accounting Standard No. 109,
        " *Accounting
        for Income Taxes* "
        ("SFAS
        No. 109") for recording the provision for income taxes. Under this method,
        deferred income tax assets and liabilities are computed based upon the
        difference between the financial and tax basis of assets and liabilities
        using
        the currently enacted tax rates and laws. Potential benefits of income tax
        losses are not recognized in the accounts until realization is more likely
        than
        not. The Company has adopted SFAS No. 109 as of its inception and has
        incurred net operating losses. Pursuant to SFAS 109 the Company is required
        to compute tax asset benefits for net operating losses carried forward.
        Potential benefit of net operating losses have not been recognized in these
        unaudited consolidated financial statements because, in the opinion of
        management, it is more likely than not that some portion of deferred tax
        assets
        will not be realized.
 
 *Foreign
        Currency Translation*
  The
        Company’s functional currency is the Canadian dollar. Translation gains and
        losses that arise from exchange rates fluctuations on transactions denominated
        in a currency other than the functional currency are included in the results
        of
        operations as incurred. Transactions in foreign currency are translated into
        Canadian dollars as follows:
 
 Monetary
        items at the rate prevailing at the balance sheet date;
 
 Non-monetary
        items at the historical exchange rate;
 
 Revenue
        and expenses that are monetary items are valued at the average rate in effect
        during the applicable accounting period.
 
 *Interest
        Rate Risk*
  The
        Company is exposed to fluctuating interest rates.
  11
  **M45
        Mining Resources Inc.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December
        31, 2007**
 
 ***Summary
        of Significant Accounting Policies (continued***
 
 *Reclassifications*
  Certain
        amounts reported in the previous year’s consolidated financial statements have
        been reclassified to conform to the current period’s presentation.
 
 *Research
        and Development Costs*
  There
        were no expenditures for research and development activities.
 
 *Revenue
        Recognition*
  In
        December 2003, the United States Securities and Exchange Commission issued
        Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104),
        which supersedes SAB 101, " *Revenue
        Recognition in Financial Statements* ."
        The
        primary purpose of SAB 104 is to rescind accounting guidance contained in
        SAB 101 related to multiple element revenue arrangements, which was
        superseded as a result of the issuance of EITF 00-21, "Accounting for
        Revenue Arrangements with Multiple Deliverables." While the wording of
        SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue
        recognition principles of SAB 101 remain largely unchanged by the issuance
        of SAB 104. The adoption of SAB 104 did not have a material impact on
        the Company's financial statements because it has not recognized any revenue
        to
        date.
 
 *Translation
        of Foreign Currencies*
  The
        Company's functional currency is the Canadian dollar. Foreign currency
        transactions occasionally occur, and are primarily undertaken in Canadian
        dollars. Management has adopted SFAS No. 52, " *Foreign
        Currency Translation* ".
        Monetary balance sheet items denominated in foreign currencies are translated
        into Canadian dollars at rates of exchange in effect at the balance sheet
        date.
        Daily closing rates are used to translate revenues and expenses into Canadian
        dollars at rates of exchange in effect on a specific date. Resulting translation
        gains and losses are charged to operations. The Company has not, to the date
        of
        these financial statements, entered into derivative instruments to offset
        the
        impact of foreign currency fluctuations.
 
 *Property
        and Equipment*
  Property
        and equipment are carried at cost. Expenditures for maintenance and repairs
        are
        expensed as incurred and expenditures for major renewals and betterments
        are
        capitalized. Assets retired or sold are removed from property accounts, with
        gain or losses on disposal included in income.
 
 12
 
 NOTE
        1A **:
        RESTATEMENT**
 
 This
        Amendment to the Company’s Form 10-QSB, which was filed on February 20, 2008,
        restates the consolidated statements of operations, consolidated balance
        sheet,
        and consolidated statements of cash flows for the three and nine months ended
        December 31, 2007 to correct the following error in the consolidated statements
        of operations previously filed:
 
 The
        Company did not reflect compensation expense for 7,000,000 shares of common
        stock issued pursuant to its 2007 Employee and Consultant Stock Incentive
        Plan
        filed with the SEC on Form S-8 on April 6, 2007. The effect of the correction
        of
        this error was to increase the Company’s reported general and administrative
        expenses, total expenses, and net loss for the three months ended June 30,
        2007
        and the nine months ended December 31, 2007 by $3,319,116.
 
 This
        reporting error had no affect on the results reported for the three month
        period
        ended December 31, 2007. During the three period ended December 31, 2007,
        the
        Company issued 6,250,000 shares of common stock to finalize the acquisition
        of
        160 mining titles for a value of $1,250,000. The Company included the disclosure
        in the footnotes; however, the Company did include the transaction in the
        consolidated financial statements for the three month and nine month periods
        ended December 31, 2007.
 
 Also,
        the
        Company regrouped certain expense items, previously reported in detail in
        the
        statements of operations filed with the Form 10-QSB for the quarterly period
        ended December 31, 2007 (and all prior reporting periods), into a more natural
        grouping of expenses by functional categories. All periods included in this
        Amended Report have been restated to reflect this regrouping of expense items
        into the new functional categories. This regrouping of detailed expense items
        into the new, functional categories had no affect on the statements of
        operations for three and nine month periods ended December 31, 2007, December
        31, 2006, and inception to December 31, 2007.
  The
        following table presents the effect of restatement on the consolidated balance
        sheet.
 **Balance
                    Sheet at December 31, 2007**Originally
                  Reported
                
                Restatement
                  Adjustment
                
                RestatmentTotal
                    assets
                
                $
                84,812
                
                $
                -
                
                $
                84,812Total
                    liabilities andstockholders'
                    (deficit)
                
                $
                84,812
                
                $
                -
                
                $
                84,812Deficit
                    accumulatedduring
                    development stage
                
                $
                (1,809,167
                )
                $
                (4,569,117
                )
                $
                (6,378,284
                )
  13
  NOTE
        1A **:
        RESTATEMENT (Continued)**
 
 The
        following table presents the effect of restatement on the consolidated statement
        of operations.
 **Statement
                    of Operations****Three Months Ended December 31, 2007**
                
                **Nine Months Ended December 31, 2007**Originally
                
                Restated
                
                
                
                Originally
                
                RestatedReported
                
                Adjustment
                
                Restatement
                
                Reported
                
                Adjustment
                
                RestatementSales
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -**Expenses:**Mining
                    claim acquisition costs
                
                
                
                
                
                1,250,000
                
                
                1,250,000
                
                
                
                
                
                1,250,000
                
                
                1,250,000General
                    and administrative
                
                
                168,470
                
                
                
                
                
                168,471
                
                
                457,866
                
                
                3,319,116
                
                
                3,776,982Marketing
                
                
                4,010
                
                
                
                
                
                4,010
                
                $
                42,116
                
                
                
                
                
                42,116Research
                    and development
                
                
                -
                
                
                -
                
                
                -
                
                
                121,011
                
                
                -
                
                
                121,011Interest
                    on loan
                
                
                9,144
                
                
                
                
                
                9,144
                
                
                15,445
                
                
                
                
                
                15,445Depreciation
                
                
                2,242
                
                
                
                
                
                2,242
                
                
                2,242
                
                
                
                
                
                2,242Total
                    expenses
                
                
                183,866
                
                
                1,250,000
                
                
                1,433,867
                
                
                638,680
                
                
                4,569,116
                
                
                5,207,797**Net
                    loss before discontinued operations**
                
                
                (183,866
                )
                
                (1,250,000
                )
                
                (1,433,867
                )
                
                (638,680
                )
                
                (4,569,116
                )
                
                (5,207,797
                )Net
                    effect of recapitization
                
                
                
                
                
                
                
                
                
                
                
                -
                
                
                
                
                
                -Discontinued
                    operations-subsidiary
                
                
                
                
                
                
                
                
                
                
                
                -
                
                
                
                
                
                -Disposal
                    of subsidiary
                
                
                
                
                
                
                
                
                
                
                
                -
                
                
                
                
                
                -**Net
                    loss**
                
                
                (183,866
                )
                
                (1,250,000
                )
                
                (1,433,867
                )
                
                (638,680
                )
                
                (4,569,116
                )
                
                (5,207,797
                )**Basic
                    and Diluted loss per share**Net
                    loss per weighted average shareNet
                    operating loss
                
                $
                (0.01
                )
                $
                (0.47
                )
                $
                (0.05
                )
                $
                (0.03
                )
                $
                (1.71
                )
                $
                (0.19
                )Discontinued
                    operations
                
                
                -Disposal
                    of subsidiary
                
                
                -$
                (0.01
                )
                $
                (0.47
                )
                $
                (0.05
                )
                $
                (0.03
                )
                $
                (1.71
                )
                $
                (0.19
                )Weighted
                    average snumber of common shares used to compute net loss per
                    weighted
                    average shares
                
                
                24,342,500
                
                
                2,679,090
                
                
                27,021,590
                
                
                24,342,500
                
                
                2,679,090
                
                
                27,021,590
  
 14
 
 NOTE
        1A **:
        RESTATEMENT (Continued)**
 
 The
        following table presents the effect of restatement on the consolidated statement
        of operations.
 **Statement
                    of Operations****From
                    Inception to December 31, 2007**Originally
                  Reported
                
                Restated
                  Adjustment
                
                RestatementSales
                
                $
                -
                
                $
                -
                
                $
                -**Expenses:**Mining
                    claim acquisition costs
                
                
                
                
                
                2,156,486
                
                
                2,156,486General
                    and administrative
                
                
                1,404,540
                
                
                2,412,630
                
                
                3,817,171Marketing
                
                
                42,116
                
                
                
                
                
                42,116Research
                    and development
                
                
                123,298
                
                
                -
                
                
                123,298Interest
                    on loan
                
                
                29,922
                
                
                
                
                
                29,922Depreciation
                
                
                2,242
                
                
                
                
                
                2,242Total
                    expenses
                
                
                1,602,118
                
                
                4,569,116
                
                
                6,171,235**Net
                    loss before discontinued operations**
                
                
                (1,602,118
                )
                
                (4,569,116
                )
                
                (6,171,235
                )Net
                    effect of recapitization
                
                
                (124,668
                )
                
                
                
                
                (124,668
                )Discontinued
                    operations-subsidiary
                
                
                (255,997
                )
                
                
                
                
                (255,997
                )Disposal
                    of subsidiary
                
                
                173,616
                
                
                
                
                
                173,616**Net
                    loss**
                
                $
                (1,809,167
                )
                $
                (4,569,116
                )
                $
                (6,378,284
                )
 15
 
 NOTE
        1A **:
        RESTATEMENT (Continued)**
 
 The
        following table presents the effect of the restatement on the consolidated
        statement of cash flows **.**
 **Nine Months Ended December 31, 2007**
                
                **Inception to December 31, 2007**Originally
                  Reported
                
                Restated
                  Adjustment
                
                Restatement
                
                Originally
                  Reported
                
                Restated
                    Adjustment
                
                Restatement**Cash
                    flows from operating activities**Net
                    loss
                
                $
                (638,680
                )
                $
                (4,569,117
                )
                $
                (5,207,797)
                
                $
                (1,809,167
                )
                $
                (4,569,117
                )
                $
                (6,378,284
                )Adjustments
                      to reconcile net lossused
                      by operationsDisposal
                    of subsidiary
                
                
                -
                
                
                
                
                
                
                
                
                (173,616
                )
                
                -
                
                
                (173,616
                )Discontinued
                    operations
                
                
                -
                
                
                
                
                
                
                
                
                255,997
                
                
                -
                
                
                255,997Mining
                    title rights
                
                
                
                
                
                1,250,000
                
                
                1,250,000
                
                
                
                
                
                1,250,000
                
                
                1,250,000Changes
                    in receivables
                
                
                1,383
                
                
                
                
                
                1,383
                
                
                1,383
                
                
                
                
                
                1,383Expenses
                    paid with stock
                
                
                (5,884
                )
                
                
                
                
                (5,884
                )
                
                900,602
                
                
                -
                
                
                900,602Employee
                    stock option plan
                
                
                -
                
                
                3,319,117
                
                
                3,319,117
                
                
                
                
                
                3,319,117
                
                
                3,319,117Tax
                    credit receivables
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                -Prepaid
                    deposits
                
                
                (11,068
                )
                
                
                
                
                (11,068
                )
                
                (11,068
                )
                
                
                
                
                (11,068
                )Depreciation
                
                
                2,242
                
                
                
                
                
                2,242
                
                
                2,242
                
                
                
                
                
                2,242Increase
                    (decrease) in operating liabilitiesChanges
                    in payables
                
                
                (25,000
                )
                
                
                
                
                (25,000
                )
                
                (2,914
                )
                
                
                
                
                (2,914
                )**Net
                    cash used by operating activities**
                
                
                (677,007
                )
                
                -
                
                
                (677,007
                )
                
                (836,541
                )
                
                -
                
                
                (836,541
                )**Cash
                    flows from investing activities**Acquisiton
                    of fixed assets
                
                
                (63,802
                )
                
                
                
                
                (63,802
                )
                
                (63,802
                )
                
                
                
                
                (63,802
                )Leasehold
                    improvements
                
                
                (13,568
                )
                
                
                
                
                (13,568
                )
                
                (13,568
                )
                
                
                
                
                (13,568
                )Net
                    effect of recapitalization
                
                
                
                
                
                
                
                
                
                
                
                124,668
                
                
                
                
                
                124,668Net
                    cash provided by investing activities
                
                
                (77,370.00
                )
                
                -
                
                
                (77,370
                )
                
                47,298
                
                
                -
                
                
                47,298**Cash
                    flows from financing activities**Issuance
                    of common stock
                
                
                5,884
                
                
                
                
                
                5,884
                
                
                5,884
                
                
                (1
                )
                
                5,883Net
                    effect of recapitalization
                
                
                -
                
                
                -
                
                
                -
                
                
                5,470
                
                
                -
                
                
                5,470Advances
                    from related party,net
                
                
                748,493
                
                
                -
                
                
                748,493
                
                
                777,889
                
                
                1
                
                
                777,890**Net
                    cash provided by financing activities**
                
                
                754,377
                
                
                -
                
                
                754,377
                
                
                789,243
                
                
                -
                
                
                789,243**Net
                    increase in cash**
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Cash,
                    beginning of period
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Cash,
                    end of period
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -**Supplemental
                      disclosures of cashinformation**Interest
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                610
                
                $
                -
                
                $
                610
  16
 
 NOTE
        2: **PAYABLE
        DUE TO RELATED PARTIES**
 
 At
        December 31, 2007, the Company is indebted to Andrea M. Cortellazzi, a
        shareholder and director of the Company. The amount due to the related party
        is
        $ 748,491 and bears interest at 6% per annum.
 
 NOTE
        3: **COMMON
        STOCK**
 
 The
        Company has authorized capital stock of 55,000,000 shares of common stock
        with a
        par value of $.001, of which 37,241,530 shares were issued and outstanding
        as of
        June 25, 2008. The Company's common stock commenced trading on January 27,
        1999
        on the OTC Bulletin Board (OTCBB) operated by the National Association of
        Securities Dealers, Inc., under the symbol "MRES."
 
 NOTE
        4: **GOING
        CONCERN**
  The
        accompanying consolidated financial statements have been prepared assuming
        the
        Company will continue as a going concern. This contemplates the realization
        of
        assets and the liquidation of liabilities in the normal course of business.
        As
        shown in these consolidated financial statements, the Company has an accumulated
        deficit of $ 6,378,284 from inception to December 31, 2007 and does not have
        significant cash or other material assets, nor does it have operations or
        a
        source of revenue sufficient to cover its operation costs and allow it to
        continue as a going concern. The future of the Company is dependent upon
        its
        ability to obtain financing and upon future profitable operations from the
        development of its new business. The Company’s continuation as a going concern
        is dependent upon management to meet any costs and expenses incurred. Management
        realizes that this situation may continue until the Company obtains additional
        working capital through equity financing.
 
 **ITEM
        1. - Critical Accounting Policies**
 
 Financial
        Reporting Release No. 60, which was released by the Securities and Exchange
        Commission (the "SEC"), encourages all companies to include a discussion
        of
        critical accounting policies or methods used in the preparation of financial
        statements. The Company's consolidated financial statements include a summary
        of
        the significant accounting policies and methods used in the preparation of
        the
        consolidated financial statements. Management believes the following critical
        accounting policies affect the significant judgments and estimates used in
        the
        preparation of the financial statements.
 
 Exploration
        Stage Company
 
 The
        Company complies with Financial Accounting Standard Board Statement No. 7
        and
        The Securities and Exchange Commission Exchange Act Guide 7 for its
        characterization of the Company as pre-exploration stage.
 
 Capitalization
        of Mineral Claim Costs
 
 Cost
        of
        acquisition, exploration, carrying and retaining unproven properties are
        expensed as incurred until such time as reserves are proven.  Costs
        incurred in proving and developing a property ready for production are
        capitalized and amortized over the life of the mineral deposit or over a
        shorter
        period if the property is shown to have an impairment in value.
 Expenditures for mining equipment are capitalized and depreciated over
        their useful life.
 
 Foreign
        Currency Translation
 
 The
        Company’s former subsidiary, Oasis, translated amounts from its functional
        currency, Canadian dollars, to the reporting currency, United States dollars,
        in
        accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 52,
“Foreign Currency Translation”.  At cash balance sheet date, recorded
        balances that are denominated in a currency other than US dollars are adjusted
        to reflect the current exchange rate which may give rise to a foreign currency
        translation adjustment accounted for as a separate component of stockholders’
deficiency and included in comprehensive loss.
  17
  Foreign
        Currency Translation (continued)
 
 Monetary
        assets and liabilities are translated into the reporting currency at the
        exchange rate in effect at the end of the year.  Non-monetary assets and
        liabilities are translated at the exchange rate prevailing when the assets
        were
        acquired or the liabilities assumed.  Revenues and expenses are translated
        at the rate approximating the rate of exchange on the transaction date.
 All exchange gains and losses are included in the determination of net
        income (loss) for the year.
 
 **ITEM
        2. - Management’s Discussion and Analysis or Plan of
        Operation.**
 
 ***Cautionary
        Statement Relating to Forward-Looking Statements***
  This
        Management’s Discussion and Analysis or Plan of Operations discussion has been
        revised to reflect the effects of the restatement described in Note 1.A to
        the
        accompanying consolidated financial statements.
 
 Information
        in this Form 10-QSB contains "forward looking statements" within the meaning
        of
        Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the
        Securities Act of 1934, as amended. When used in this Form 10-QSB, the words
        "expects," "anticipates," "believes," "plans," "will" and similar expressions
        are intended to identify forward-looking statements. These are statements
        that
        relate to future periods and include, but are not limited to, statements
        regarding our adequacy of cash, expectations regarding net losses and cash
        flow,
        statements regarding our growth, our need for future financing, our dependence
        on personnel, and our operating expenses.
 
 Forward-looking
        statements are subject to certain risks and uncertainties that could cause
        actual results to differ materially from those projected. Important factors
        to
        consider in evaluating such forward-looking statements include: i) changes
        in
        external factors or in our internal budgeting process which might impact
        trends
        in our results of operations; ii) unanticipated working capital or other
        cash
        requirements; iii) changes in our business strategy or an inability to execute
        our strategy due to unanticipated changes in the industries in which we operate;
        and iv) various competitive market factors that may prevent us from competing
        successfully in the marketplace. These forward-looking statements are based
        largely on our current expectations. The Company expressly disclaims any
        obligation or undertaking to release publicly any updates or revisions to
        any
        forward-looking statements contained herein to reflect any change in its
        expectations with regard thereto or any change in events, conditions or
        circumstances on which any such statement is based.
 
 ***Overview***
  Business
        of Issuer
 
 M45
        Mining Resources Inc.'s new strategy is focused on building shareholder value
        through the exploration and development of mineral claims, particularly in
        the
        Matagami Mining Camp located in Quebec, Canada. The Matagami Mining Camp
        is
        known for its zinc-rich massive sulphide deposits. Initial exploratory work
        in
        the Camp can be traced back to the 1930's with Noranda's activities in the
        region. Ten of the eighteen deposits discovered to date have been mined and
        have
        produced a total of 3.9 Mt zinc and 0.4 Mt copper.
 
 M45
        Management believes that there are likely one or more deposits situated within
        the limits of the Claims due to the fact that the property is located near
        past
        producers and existing deposits.
 
 Management
        has commenced its first phase exploration program in early April and conducted
        full surveying and NI-43-101 to determine the location of potential deposits.
        On
        June 7, 2007, the company received final results of the NI-43-101 reports
        confirming the presence of deposits. The Company intends to initiate a massive
        drilling program as per the geologist's recommendation, which is contained
        in
        the report. The drilling program cost will represent a total of $2.8 million
        Canadian dollars.
 
 On
        October 9, 2007, M45 management finalized the acquisition of 160 mining titles
        covering a total area of 8,935 Hectares in the East area of the Matagami
        Mining
        Camp. The mining titles were acquired from "Miniere Grenville," a
  18
  ***Overview
        (continued)***
  Business
        of Issuer (continued)
 
 Canadian
        Corporation, for a total nominal consideration of One Million Two Hundred
        and
        fifty thousand dollars payable in common shares at a set price value of $
        0.20
        for a total number of restricted shares of 6,250,000. This acquisition is
        a key
        milestone of the "East Wind" phase of the Company's business development
        program.
 On
        or
        about October 12, 2007, the Registrant received a Technical Report on the
        East
        Wind Property, dated October 5, 2007 from InnovExplo - Geologist Consulting
        Firm, Mines & Exploration containing a detailed analysis of the mining
        claims owned by the Registrant. In the report M 45 received confirmation
        of some
        anomalous Zinc rock values associated with Gold showings from diamond drill
        holes on its East Wind Property.
  The
        mining titles are situated on the east side of Matagami Mining Camp adjacent
        to
        properties owned by Xstrata plc, the world's fifth largest diversified mining
        company by market capitalization. These strategic territories strengthen
        M45's
        presence in the Matagami Camp by adding a new series of high-grade potential
        mining titles to the Company's existing "West Wind" territories. The Matagami
        Mining Camp is a world-class mining district, composed of 18 known volcanogenic
        massive sulphide (VMS) deposits. The area is host to historical production
        of
        8.6 billion pounds of Zinc and 853 million pounds of Copper and has established
        infrastructure including a railway, paved road and a 2,350 t/day mill owned
        by
        Falconbridge/Xstrata plc.
  During
        the month of December 2007 management has instigated series of discussions
        with
        various investment groups in regards to an investment in equity for an amount
        between $5 to 10 millions. The company is now negotiating the terms with
        2
        selected firms one located in New York, and with a European investment group
        and
        anticipates positive results by middle of March 2008.
 
 The
        Company expects to encounter intense competition in its efforts to become
        a
        leader in mining exploration. Many large and small companies compete in this
        intense market. The principal means of competition vary among categories
        and
        business groups; however, the value of the territories is certainly to be
        taken
        into consideration. The competing entities will have significantly greater
        experience, financial resources, facilities, contacts and managerial expertise,
        than the Company.
 
 ***Results
        of Operation***
 
 The
        Company had no revenues for the period April 1, 2007 to February 1, 2007.
        The
        Company has hired an external geologist firm to conduct geologic reports
        NI-43-101 on its Matagami property for an approximate cost of $90,000. The
        Company also incurred operation costs related to completing marketing material
        such as; Logo's Web site, summaries and other corporate presentation material.
        M45 has started to pay rent and common shared expenses as of April 1, 2007;
        the
        agreement is for rent, telephone, utilities and other operation support cost
        at
        a set price of $3,500 a month. The Company also incurred expenses to cover
        for
        legal fees, filing expenses, press releases, traveling expenses, representation
        costs, mailings, research costs, and various operational costs. These above
        mentioned costs represent an approximate total of $748,491 and were paid
        by
        majority shareholder and will be treated and reported as an advance from
        shareholder in the first and second quarters of fiscal year 2007. The
        shareholder agreed to continue to support operational costs until the Company
        can generate revenues from financing activities and or from commercial
        operations and to convert the note into equity in restricted
        shares.
 
 ***Liquidity
        and Capital Resources***
  M45
        is a
        development stage company, and as of the date of this report, had no operations
        that generate revenue and the Company does not have sufficient cash and cash
        equivalents to satisfy its cash requirements for the next twelve months.
        The
        Company has an accumulated deficit of $6,378,284. 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.
 
 19
 
 ***Liquidity
        and Capital Resources (continued)***
 
 The
        Company’s continued existence is dependent upon several factors; including the
        ability to attain profitable business operations and generate a positive
        cash
        flow. Management plans to raise additional capital investment in the Company,
        and it believes the necessary investment will be forthcoming within the next
        six
        month period. There can be no assurance that equity financings will be available
        to the Company in the future that will be obtained on terms satisfactory
        to the
        Company. In the event that the Company’s efforts to obtain such financing prove
        unsuccessful, the Company may be required to abandon its current business goals
        and cease operations.
 
 M45’s
        current management have indicated a willingness, for the time being, to continue
        rendering services to the Company, to advance sufficient funds to meet our
        operational needs, and not to demand payment of sums owed. The Company therefore
        believes that it can continue as a going concern in the near
        future.
 
 ***Off-Balance
        Sheet Arrangements***
  For
        the
        period ending December 31, 2007, the Company has no off-balance sheet
        arrangements.
  **ITEM
        3.**  **Controls
        and Procedures.**
 
 Under
        the
        supervision and with the participation of the Company's management, including
        our principal executive officer and the principal accounting officer, the
        Company conducted an evaluation of the effectiveness of the design and operation
        of its disclosure controls and procedures, as defined in Rules 13a-15(e)
        and
        15d-15(e) under the Securities Exchange Act of 1934, as of the end of the
        period
        covered by this report (the "Evaluation Date"). Based on this evaluation,
        the
        Company's principal executive officer and principal accounting officer concluded
        as of the Evaluation Date that the Company's disclosure controls and procedures
        were effective such that the material information required to be included
        in our
        Securities and Exchange Commission ("SEC") reports is recorded, processed,
        summarized and reported within the time periods specified in SEC rules and
        forms
        relating to the Company, including our consolidated subsidiaries, and was
        made
        known to them by others within those entities, particularly during the period
        when this report was being prepared.
 
 Additionally,
        there were no significant changes in the Company's internal controls or in
        other
        factors that could significantly affect these controls subsequent to the
        Evaluation Date. We have not identified any significant deficiencies or material
        weaknesses in our internal controls, and therefore there were no corrective
        actions taken.
  Based
        on
        the restatement of these financial statements for the period ended December
        31,
        2007, due a communication issue that occurred initially during the quarter
        ended
        June 30, 2007 and again during the quarter ended December 31, 2007, which
        occurred as a result of a change in outside financial consultants, that created
        an error in the proper recording of stock-based compensation for employees
        during the quarter ended June 30, 2007 and mining title cost paid with the
        Company’s common stock during the quarter ended December 31, 2007, our chief
        executive officer and principal financial officer have concluded that the
        Company’s disclosure controls and procedures were not effective at June 30,
        2007, September 30, 2007, and December 31, 2007. As discussed in our Amended
        Report for the quarters ended June 30, 2007 and September 30, 2007, management
        has implemented changes in accounting and communications procedures to help
        ensure the completeness and accuracy of recording stock-based compensation
        for
        employees and non-employees and services and purchases made with the common
        stock of the Company. The June restatement had no affect on the financial
        results reported for the three month period ended December 31, 2007.
 
 20
  **PART
        II**  **-**  **OTHER
        INFORMATION**
 
 **ITEM
        1.**  **Legal
        Proceedings.**
 
 Other
        than as set forth herein, we are not aware of any pending or threatened
        litigation against us that we expect will have a material adverse effect
        on our
        business, financial condition, liquidity, or operating results. However,
        legal
        claims are inherently uncertain and we cannot assure you that we will not
        be
        adversely affected in the future by legal proceedings.
 
 **ITEM
        2.**  **Unregistered
        Sales of Equity Security and Use of Proceeds.**
 
 On
        January 17, 2007, the Registrant entered into an Agreement with Exploration
        Minière Grenville Inc. (“EMG”), a Quebec corporation, whereby EMG sold to the
        Registrant a total of two hundred ninety-two (292) mining claims located
        in the
        Matagami Camp, Province of Quebec in or around designated territory 32F for
        the
        purchase price of nine hundred nine thousand ninety (909,090) shares of common
        stock of the Registrant. Pursuant to the Agreement, the value of the mining
        claims represents a total of $4,500,000 (CAD).
 
 On
        October 9, 2007, M45 management finalized the acquisition of 160 mining titles
        covering a total area of 8,935 Hectares in the East area of the Matagami
        Mining
        Camp. The mining titles were acquired from "Miniere Grenville," a Canadian
        Corporation, for a total nominal consideration of One Million Two Hundred
        and
        fifty thousand dollars payable in common shares at a set price value of $
        0.20
        for a total number of restricted shares of 6,250,000.
 
 **ITEM
        3.**  **Defaults
        Upon Senior Securities.**
 
 None
 
 **ITEM
        4.**  **Submission
        of Matters to a Vote of Security Holders.**
 
 This
        Information Statement is furnished to holders of shares of common stock,
        $0.001
        par value (the “Common Stock”), of **M45
        Mining Resources Inc.** (the
“Company”) to notify such stockholders that on or about August 15, 2007, the
        Company received written consents in lieu of a meeting of stockholders from
        holders of a majority of the shares of Common Stock representing in excess
        of
        50.1 % of the total issued and outstanding shares of voting stock of the
        Company
        (the “Majority Stockholders”) approving the Certificate of Amendment to increase
        in the number of authorized shares to 55,000,000 shares of common stock,
        with a
        par value of $0.0001. (the “Share Increase”).
 
 The
        Company’s Board of Directors approved the resolutions on August 15, 2007. A
        Written Consent of Shareholders was executed on August 15, 2007. As of August
        15, 2007, there were 24,342,500 shares of common stock issued and
        outstanding.
 
 As
        a
        result of these actions, the Company will, effective upon the filing of a
        Certificate of Amendment with the Secretary of State of Nevada, change its
        authorized capital.
 
 The
        Board
        of Directors knows of no other matters other than those described in this
        Information Statement which have been recently approved or considered by
        the
        holders of a majority of the shares of the Company's voting stock.
 
 M45
        MINING RESOURCES INC.’s Articles of Incorporation, as currently in effect,
        authorizes M45 MINING RESOURCES INC. to issue up to 55,000,000 shares of
        common
        stock, par value $0.0001 per share. The Board of Directors has increased
        in the
        number of authorized shares of the common stock of M45 MINING RESOURCES INC.
        The
        consenting shareholders holding a majority of the outstanding voting securities
        approved the increase and then the
  21
  **ITEM
        4.**  **Submission
        of Matters to a Vote of Security Holders (continued).**
  filing
        of
        the Amended Articles of Incorporation was completed, M45 MINING RESOURCES
        INC.
        is now authorized to issue a total of 55,000,000 shares of common stock with
        a
        par value of $0.0001.
  The
        elimination of the need for a special meeting of the shareholders to approve
        the
        Amendment is authorized by Section 78.320 of the Nevada Revised Statutes,
        (the *“Nevada
        Law”* ).
        This
        Section provides that the written consent of the holders of outstanding shares
        of voting capital stock, having not less that the minimum number of votes
        which
        would be necessary to authorize or take the action at a meeting at which
        all
        shares entitled to vote on a matter were present and voted, may be substituted
        for the special meeting. According to this Section 78.390 of the Nevada Law,
        a
        majority of the outstanding shares of voting capital stock entitled to vote
        on
        the matter is required in order to amend the Company's Articles of
        Incorporation. In order to eliminate the costs and management time involved
        in
        holding a special meeting and in order to effect the Amendment as early as
        possible in order to accomplish the purposes of the Company, the Board of
        Directors of the Company voted to utilize the written consent of the majority
        shareholders of the Company.
 
 The
        Board
        of Directors of the Company has determined that all Shareholders ARE NOT
        REQUIRED to return their certificates to have them re-issued by the Transfer
        Agent.
  **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 of M45 Mining Resources Inc pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of
                  2002.
 
 31.2
              Certification
                  of the Chief Financial Officer of M45 Mining Resources Inc pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of
                  2002.
 
 32.1
              Certification
                  of the Chief Executive Officer of M45 Mining Resources Inc pursuant
                  to 18
                  U.S.C. SECTION 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.
  32.2
              Certification
                  of the Chief Financial Officer of M45 Mining Resources Inc pursuant
                  to 18
                  U.S.C. SECTION 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.
 
 22
  **ITEM
        6.**  **Exhibits
        (continued)**
 
 (b)  ***Reports
        on Form 8-K.***
 
 (i)  The
        Company filed a Current Report on Form 8-K, dated June 12, 2007, with the
        Securities Exchange Commission reporting pursuant to Item 7.01 (Regulation
        FD
        Disclosure) the receipt of a Technical Report on its West Wind Property,
        dated
        June 8, 2007 from InnovExplo-Consulting Firm, Mines & Exploration ,
        containing a detailed analysis of the mining claims owned by the Registrant.
        Pursuant to Item 9.01, Financial Statements and Exhibits, Exhibit 99, which
        included a Technical Report on the West Wind Property, was included with
        the
        Form 8-K filing. No financial statements were filed with this Current Report
        on
        Form 8-K.
 
 (ii)  The
        Company filed a Current Report on Form 8-K, dated June 27, 2007, with the
        Securities Exchange Commission reporting pursuant to Item 5.01 the departure
        of
        Demitrius Manolakso from the board of directors and the election of three
        board
        members, including the appointment of Andrea M. Cortellazzi as chief executive
        officer and chairman of the board. No financial statements were filed with
        this
        Current Report on Form 8-K.
 
 (iii)
        The
        Company filed a Current Report on Form 8-K, On or about October 12, 2007,
        with
        the Securities Exchange Commission reporting pursuant to Item 7.01 (Regulation
        FD Disclosure) the Registrant received a Technical Report on the East Wind
        Property, dated October 5, 2007 from InnovExplo - Geologist Consulting Firm,
        Mines & Exploration containing a detailed analysis of the mining claims
        owned by the Registrant, was included with the Form 8-K filing. No financial
        statements were filed with this Current Report on Form 8-K..
 23
  **SIGNATURES**
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  Dated:
                  June 27, 2008
              By:
              /s/
                  Andrea M. CortellazziAndrea
                  M. Cortellazzi, CEO and Director
  Dated:
                  June 27, 2008
              By:
              /s/
                  Gilles OuelletteGilles
                  Ouellette, Secretary/Treasurer, and Principal Financial
                  Officer
  In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
  M45
                  MINING RESOURCES INC.Dated:
                  June 27, 2008
              By:
              /s/
                  Andrea M. CortellazziAndrea
                  M. Cortellazzi, CEO and Director
  Dated:
                  June 27, 2008
              By:
              /s/
                  Gilles OuelletteGilles
                  Ouellette, Secretary/Treasurer
 
 24