UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)





þ
            Quarterly Report Pursuant to
      Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the
      Quarterly Period endedDecember 31, 2008





 ̈
            Transition Report Pursuant to
      Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the
      Transition Period from _______________ to
      ____________________





Commission
File No. 33-55254-42





M45 Mining Resources
Inc.





(Exact
name of registrant as specified in its charter)





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





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





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YesþNo ̈





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


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





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





37,241,530
shares of Company’s common stock, par value $0.0001 per share, were outstanding
as of June 30, 2009.





M45
Mining Resources Inc.


(A
Developmental Stage Company)


TABLE
OF CONTENTS FOR FORM 10-Q





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


2





PART
I - FINANCIAL INFORMATION





ITEM
I.   FINANCIAL STATEMENTS





M45
MINING RESOURCES INC.


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





BALANCE
SHEETS





December 31,
                
                
                March 312008
                
                
                2008(Unaudited)AssetsCurrent
      AssetsCash
                
                $
                -
                
                
                $
                -Prepaid
      expense
                
                
                3,750
                
                
                
                7,993Total
      current assets
                
                
                3,750
                
                
                
                7,993Fixed
      assets, net
                
                
                80,349
                
                
                
                95,986Total
      assets
                
                $
                84,099
                
                
                $
                103,979Liabilities
      and Stockholders' DeficitCurrent
      LiabilitiesAccounts
      payable and accrued liabilites
                
                $
                -
                
                
                $
                -Payables
      due to related parties
                
                
                459,794
                
                
                
                186,401Total
      current liabilities
                
                
                459,794
                
                
                
                186,401Stockholders'
      DeficitCommon
      stock, $.001 par value; 55,000,000 shares authorized, 36,699,030 shares
      issued and outstanding
                
                
                36,699
                
                
                
                36,699Additional
      paid-in capital
                
                
                6,426,396
                
                
                
                6,426,396Deficit
      accumulated during the development stage
                
                
                (6,838,790
                )
                
                
                (6,545,517
                )Total
      stockholders deficit
                
                
                (375,695
                )
                
                
                (82,422
                )Total
      liabilities and stockholders' deficit
                
                $
                84,099
                
                
                $
                103,979





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


3





M45
MINING RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





STATEMENTS
OF OPERATIONS


(Unaudited)




Date ofNine Months Ended
                    
                    
                    Inception toDecember 31
                    
                    
                    Dec 31,2008
                    
                    
                    2007
                    
                    
                    2008Sales
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Expenses:Mining
      claim acquisition costs
                    
                    
                    -
                    
                    
                    
                    1,250,000
                    
                    
                    
                    2,156,486General
      and administrative
                    
                    
                    247,315
                    
                    
                    
                    3,776,983
                    
                    
                    
                    4,173,598Marketing
                    
                    
                    3,988
                    
                    
                    
                    42,116
                    
                    
                    
                    48,503Research
      and development
                    
                    
                    4,242
                    
                    
                    
                    121,011
                    
                    
                    
                    152,024Interest
      on loan
                    
                    
                    14,790
                    
                    
                    
                    15,445
                    
                    
                    
                    66,909Depriciation
      and Amortization
                    
                    
                    22,938
                    
                    
                    
                    2,242
                    
                    
                    
                    34,221Total
      expenses
                    
                    
                    293,273
                    
                    
                    
                    5,207,797
                    
                    
                    
                    6,631,741Net
      loss before discontinued operationsand
      income taxes
                    
                    
                    (293,273
                    )
                    
                    
                    (5,207,797
                    )
                    
                    
                    (6,631,741
                    )Net
      effect of recapitlization
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (124,668
                    )Discontinued
      operations - subsidiary
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (255,997
                    )Disposal
      of subsidiary
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    173,616Net
      loss before income taxes
                    
                    
                    (293,273
                    )
                    
                    
                    (5,207,797
                    )
                    
                    
                    (6,838,790
                    )Income
      Taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      loss
                    
                    $
                    (293,273
                    )
                    
                    $
                    (5,207,797
                    )
                    
                    $
                    (6,838,790
                    )Basic
      and Diluted Loss Per Share:Net
      loss per weighted average shareNet
      operating loss
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.19
                    )Discontinued
      operations
                    
                    
                    -
                    
                    
                    
                    -Disposal
      of subsidiary
                    
                    
                    -
                    
                    
                    
                    -$
                    -
                    
                    
                    $
                    (0.19
                    )Weighted
      average number of common shares used to compute net loss per weighted
      average share
                    
                    
                    36,699,030
                    
                    
                    
                    27,021,590





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





4





M45
RESOURCES INC. AND SUBSIDIARY


(A
Development Stage Company)


(Formerrly
Quantitative Methods Corporation)





STATEMENTS
OF CASH FLOWS


(Unaudited)





Date ofNine Months Ended
                      
                      
                      Inception toDecember 31,
                      
                      
                      December 31,
                      
                      
                      December 31,2008
                      
                      
                      2007
                      
                      
                      2008Cash
      Flows From OperationsNet
      loss
                      
                      $
                      (293,273
                      )
                      
                      $
                      (5,207,797
                      )
                      
                      $
                      (6,838,790
                      )Adjustment
      to reconcile net loss to net cash used by operating
      activities:Disposal
      of subsidiary
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (173,616
                      )Discontinued
      operations
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      255,997Depreciation
                      
                      
                      22,938
                      
                      
                      
                      2,242
                      
                      
                      
                      34,221Expenses
      paid with stock
                      
                      
                      -
                      
                      
                      
                      (5,884
                      )
                      
                      
                      1,649,987Employee
      Stock Option Plan
                      
                      
                      -
                      
                      
                      
                      3,319,117
                      
                      
                      
                      3,319,117Prior
      period Foreign Exchange Fluctuation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (15,548
                      )Mining
      Title Rights
                      
                      
                      -
                      
                      
                      
                      1,250,000
                      
                      
                      
                      1,250,000Changes
      in operating assets and liabilities:Receivables
                      
                      
                      -
                      
                      
                      
                      1,383
                      
                      
                      
                      1,414Prepaid
      deposits
                      
                      
                      4,242
                      
                      
                      
                      (11,068
                      )
                      
                      
                      (3,751
                      )Payables
                      
                      
                      -
                      
                      
                      
                      (25,000
                      )
                      
                      
                      (2,914
                      )Net
      cash used for operating activities
                      
                      
                      (266,093
                      )
                      
                      
                      (677,007
                      )
                      
                      
                      (523,883
                      )Cash
      Flows From Investing ActivitiesAcquisition
      of fixed assets
                      
                      
                      (7,303
                      )
                      
                      
                      (63,802
                      )
                      
                      
                      (101,243
                      )Leasehold
      Improvements
                      
                      
                      -
                      
                      
                      
                      (13,568
                      )
                      
                      
                      (13,329
                      )Net
      effect of recapitalization
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      124,668Net
      cash provided (used by) by investing activities
                      
                      
                      (7,303
                      )
                      
                      
                      (77,370
                      )
                      
                      
                      10,096Cash
      Flows From Financing ActivitiesIssuance
      of common stock
                      
                      
                      -
                      
                      
                      
                      5,883
                      
                      
                      
                      10,873Net
      effect of recapitalization
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,470Variation
      of advances from related parties
                      
                      
                      273,396
                      
                      
                      
                      748,494
                      
                      
                      
                      497,444Net
      cash provided by financing activities
                      
                      
                      273,396
                      
                      
                      
                      754,377
                      
                      
                      
                      513,787Net
      incresase in cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash,
      beginning of pPeriod
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash,
      end of period
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Supplemental
      Disclosures of Cash Flow InformationInterest
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      50,126Income
      tax
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -





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


5


M45
Mining Resources Inc


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2008





NOTE 1: ORGANIZATION AND SIGNIFICANT
ACCOUNTING PRINCIPLES





Basis
of Presentation





The
accompanying unaudited financial statements of M45 Mining Resources Inc (“M45”
or “Company”), have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and notes required
by generally accepted accounting principles for a complete presentation of the
financial statements. In the opinion of management, the unaudited interim
financial statements furnished herein include all adjustments (consisting of a
normal and recurring nature) necessary for a fair presentation of the Company’s
financial position at December 31, 2008 (unaudited) and the results of its
operations for the nine months ended December 31, 2008 and 2007 (unaudited) and
cash flows for the nine months ended December 31, 2008 and 2007(unaudited).
Interim financial statements are prepared on a basis consistent with the
Company’s annual financial statements. Results of operations for the nine months
period ended December 31, 2008 are not necessarily indicative of the operating
results that may be expected for the fiscal year ending
March 31, 2009.





These
financial statements and the notes hereto should be read in conjunction with
financial statements and notes thereto included in the Company’s Form 10-KSB and
Form 10-KSB/A for the year ended March 31, 2008, which were filed June 30, 2008
and July 6, respectively.





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.




6




M45
MINING RESOURCES INC.


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2008





Basis
of Presentation (continued)




As of
June 27, 2009, the Company has no full-time employees. The President and
Secretary-Treasurer have agreed to allocate a portion of their time without
compensation to the activities of the Company.





The
Company had no revenues for the period July 1, 2008 to December 31, 2008. The
Company has hired an external geologist firm to conduct geologic reports
NI-43-101 on its Matagami property for an approximate cost of $90,000. The
Company also incurred operation costs related to completing marketing material
such as; Logo’s Web site, summaries and other corporate presentation material.
M45 has started to pay rent and common shared expenses as of April 1 2007; the
agreement is for rent, telephone, utilities and other operation support cost as
a set price of $3,500 a month. The Company also incurred expenses to cover for
legal fees, filing expenses, press releases, traveling expenses, representation
costs, mailings, research costs, and various operational costs, which totals
approximately $459,794.  The $459,794 was paid by majority control
person and is reported as an advance from shareholder. The shareholder has
agreed to continue to support operational costs until the Company can generate
revenues from financing activities and or from commercial
operations.





Significant
Accounting Policies





Cash and cash
equivalents.





The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents. The Company holds cash and cash
equivalent balances in a bank and other financial institutions. Balances in
excess of FDIC limitations may not be insured. There are no cash equivalents as
of December 31, 2008.




Property
and equipment.





Property
and equipment are carried at cost less accumulated depreciation. Major additions
and improvements are capitalized, while maintenance and repairs that do not
extend the lives of assets are expensed. Gain or loss, if any, on the
disposition of fixed assets is recognized currently in operations. Depreciation
is calculated primarily on a straight-line basis over estimated useful lives of
the assets.




Research
and development.





Research
and development costs principally represent consulting fees of the Company’s
geologist and engineering professionals, material and payments to third parties
for clinical trials and additional product development and testing. All research
and development costs are charged to expense as incurred.


7


M45
MINING RESOURCES INC.


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2008





Significant
Accounting Policies (continued)





Exploration
Stage Company





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





Capitalization
of Mineral Claim Costs





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





Use
of estimates.





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions, such as useful lives of property and equipment, that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period. Actual results
could differ from those estimates.





Stock-based
compensation.





The
Company follows Statement of Financial Accounting Standards (“SFAS”) No. 123R, “
Share Based Payment ”
(“SFAS 123R”), which requires all share-based payments, including grants of
stock options, to be recognized in the income statement as an operating expense,
based on their fair values. Stock-based compensation is included in general and
administrative expenses for all periods presented.




Fair
value of financial instruments.





The
Company follows SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), which defines fair value, establishes a framework for measuring
fair value and requires additional disclosures about fair value measurements.
The carrying amounts of cash and cash equivalents, accounts payable, and accrued
expenses approximate fair value based on their short-term maturity. Stockholder
loans are carried at cost.




Long-lived
assets.





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


8





M45
MINING RESOURCES INC.


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2008





Significant
Accounting Policies (continued)





Income taxes.





The
Company follows the liability method of accounting for income taxes, as set
forth in SFAS No. 109, “Accounting for Income Taxes”
(“SFAS 109”). SFAS 109 prescribes an asset and liability approach, which
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the carrying amounts
and the tax bases of the assets and liabilities. The Company’s policy is to
record a valuation allowance against deferred tax assets, when the deferred tax
asset is not recoverable. The Company considers estimated future taxable income
or loss and other available evidence when assessing the need for its deferred
tax valuation allowance.





Comprehensive Income
(loss).





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





Foreign
Currency Translation.





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





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





Non-monetary
items at the historical exchange rate;





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





Interest Rate Risk.





The
Company is exposed to fluctuating interest rates.





Basic and Diluted Net Income (Loss) Per
Share.





The
Company computes net income (loss) per share in accordance with
SFAS No. 128, “Earnings per Share”
(SFAS 128). SFAS 128 requires dual presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) attributable to common stockholders
(numerator) by the weighted average number of common shares outstanding
(denominator) during the period. The Company had no potential common stock
instruments which would result in a diluted loss per share.


9





M45
MINING RESOURCES INC.


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2008





Significant
Accounting Policies (continued)





Development Stage
Company.





The
Company currently has no revenues and is considered to be a development stage
company under the provision of Statement of Financial Accounting Standard
(“SFAS”) No. 7, "Accounting and reporting by
Development Stage Enterprises."





Reclassifications.





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





Revenue
Recognition.





In
December 2003, the United States Securities and Exchange Commission issued
Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104),
which supersedes SAB 101, "Revenue Recognition in Financial
Statements." The primary purpose of SAB 104 is to rescind accounting
guidance contained in SAB 101 related to multiple element revenue
arrangements, which was superseded as a result of the issuance of
EITF 00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables." While the wording of SAB 104 has changed to reflect the
issuance of EITF 00-21, the revenue recognition principles of SAB 101
remain largely unchanged by the issuance of SAB 104. The adoption of
SAB 104 did not have a material impact on the Company's financial
statements because it has not recognized any revenue to date.





Recent
Accounting Pronouncements




Effective
January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), which defines fair value, establishes a framework for measuring
fair value and requires additional disclosures about fair value measurements. In
February 2008, the FASB delayed the effective date of SFAS 157 for one year for
all nonfinancial assets and nonfinancial liabilities, except for those items
that are recognized or disclosed at fair value in the financial statements on a
recurring basis. We have determined that the adoption of SFAS 157 did not have a
material effect on our consolidated financial statements.




Effective
January 1, 2008, we adopted SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities- including an amendment of FASB Statement
115” (“SFAS 159”). This statement provides companies with an option to
report selected financial assets and liabilities at fair value. As of December
31, 2008, we elected not to use the fair value option allowed by SFAS 159. We
have determined that the adoption of SFAS 159 did not have a material effect on
our consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 160, “ Noncontrolling Interests in
Consolidated   Financial Statements-an amendment of
ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. SFAS No. 160 will
be effective for our fiscal year beginning January 1, 2009. We are currently
evaluating the impact of SFAS No. 160 on our consolidated financial
statements.


10


M45
MINING RESOURCES INC.


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2008





Recent
Accounting Pronouncements (continued)





In
December 2007, the FASB issued SFAS No. 141 R “ Business Combinations ”
(“SFAS 141R”), which establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in a business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of a business combination. SFAS 141R will be
effective for our fiscal year beginning January 1, 2009. While we have not yet
evaluated the impact, if any, that SFAS 141R will have on our consolidated
financial statements, we will be required to expense costs related to any
acquisitions consummated after December 31, 2008.




In
December 2007, the FASB ratified the consensus reached on Emerging Issues Task
Force Issue No. 07-1, “ Accounting for Collaborative
Arrangements Related to the Development and Commercialization of Intellectual
Property ” (“EITF 07-1”).  EITF 07-1 defines collaborative
arrangements and establishes reporting requirements for transactions between
participants in a collaborative arrangement and between participants in the
arrangement and third parties.  EITF 07-1 will be effective for our fiscal
year beginning January 1, 2009.  We are currently evaluating the potential
impact of this standard on our consolidated financial statements.




In May
2008, the FASB issued SFAS No. 162, “ The Hierarchy of Generally Accepted
Accounting Principles ” (“SFAS 162”).  SFAS 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements that are presented in conformity
with generally accepted accounting principles (“GAAP”) in the United States.
SFAS 162 will become effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.” We do not
expect the adoption of SFAS 162 to have a material impact on our consolidated
financial statements.





Restatement.





The
Company Amended its Form 10-QSB for the quarterly period ended June 30, 2007, to
restate the financial statements for errors in the proper recording of
stock-based compensation and mining title costs paid for with common stock of
the Company.  In the quarter ended June 30, 2007, the company
increased general and administrative expenses by $3.319 million, as a result of
issuing 7,000,000 share of common stock to officers, directors, and employees.
This error resulted from a communications issue between outside financial
consultants.  The Company  implemented new accounting and
communication controls to ensure that all future stock-based compensation for
employees and non-employees and the cost of issuing common stock for purchases
and services is accurately reported in the appropriate quarterly reporting
period.





NOTE
2: GOING CONCERN





The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. This contemplates the realization of
assets and the liquidation of liabilities in the normal course of business. As
shown in these consolidated financial statements, the Company has an accumulated
deficit of $ 6,838,790 from inception to December 31, 2008 and does not have
significant cash or other material assets, nor does it have operations or a
source of revenue sufficient to cover its operation costs and allow it to
continue as a going concern. The future of the Company is dependent upon its
ability to obtain financing and upon future profitable operations from the
development of its new business. The Company’s continuation as a going concern
is dependent upon management to meet any costs and expenses incurred. Management
realizes that this situation may continue until the Company obtains additional
working capital through equity financing.


11





M45
MINING RESOURCES INC.


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2008





NOTE
3: PROPERTY AND EQUIPMENT




Machinery
and equipment consist of the following:




December
      31,
                                      
                                      
                                      March
      31,
                                      
                                      Estimated2008
                                      
                                      
                                      2008
                                      
                                      Useful LivesMachinery
      and equipment
                                      
                                      $
                                      94,906
                                      
                                      
                                      $
                                      93,940
                                      
                                      5
      yearsFurniture
      and fixtures
                                      
                                      
                                      6,337
                                      
                                      
                                      
                                      -
                                      
                                      3
      -5 yearsLeasehold
      improvements
                                      
                                      
                                      13,329
                                      
                                      
                                      
                                      13,329
                                      
                                      3
      years114,572
                                      
                                      
                                      
                                      107,269Accumulated
      depreciation
                                      
                                      
                                      (34,223
                                      )
                                      
                                      
                                      (11,283
                                      )Property
      and equipment, net
                                      
                                      $
                                      80,349
                                      
                                      
                                      $
                                      95,986




Depreciation
of fixed assets utilized in research and development activities is included in
research and development expense. All other depreciation is included in general
and administrative expense. Depreciation expense for the quarter ended December
31, 2008 and 2007 was $22,938 and $2,242, respectively.





NOTE
4: PAYABLE DUE TO RELATED PARTIES





At
December 31, 2008, the Company was indebted to Andrea M. Cortellazzi, a
shareholder and director of the Company. The amount due to the related party is
$459,794 and bears interest at 6% per annum.





NOTE 5: COMMON STOCK





The
Company has authorized capital stock of 55,000,000 shares of common stock with a
par value of $.001, of which 37,241,530 shares were issued and outstanding as of
June 27, 2009. The Company's common stock commenced trading on January 27, 1999
on the OTC Bulletin Board (OTCBB) operated by the National Association of
Securities Dealers, Inc., under the symbol "MRES."





NOTE 6: BASIC AND DILUTED NET LOSS PER
SHARE




Basic net
loss per common share is computed by dividing net loss by the weighted average
number of common shares outstanding during the period. Diluted net loss per
common share is computed giving effect to all dilutive potential common shares
that were outstanding during the period. Diluted potential common shares consist
of incremental shares issuable upon exercise of stock options and warrants. In
computing diluted net loss per share for the nine and nine months ended December
31, 2008 and 2007, no adjustment has been made to the weighted average
outstanding common shares as the assumed exercise of outstanding options and
warrants is anti-dilutive.


12


M45
MINING RESOURCES INC.


(A
Development Stage Company)


(Formerly
Quantitative Methods Corporation)





NOTES
TO UNAUDITED FINANCIAL STATEMENTS


December
31, 2008





NOTE 7: COMMITMENTS AND
CONTINGENCIES




The
Company is obligated under various operating lease agreements for office space.
Generally, the lease agreements require the payment of base rent plus
escalations for increases in building operating costs and real estate taxes.
Rental expense under operating leases totaled $21,000 for the nine months ended
December 30, 2008 and 2007, respectively.





NOTE 8: INCOME
TAXES




The
Company accounts for income taxes using the asset and liability method described
in SFAS No. 109, “Accounting
For Income Taxes,” the objective of which is to establish deferred tax
assets and liabilities for the temporary differences between the financial
reporting and the tax bases of the Company’s assets and liabilities at enacted
tax rates expected to be in effect when such amounts are realized or settled. A
valuation allowance related to deferred tax assets is recorded when it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. All of the Company’s deferred tax assets have been fully reserved by a
valuation allowance due to management's uncertainty regarding the future
profitability of the Company.




The
Company has adopted the provisions of FASB interpretation No. 48 (“FIN 48”)
“Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109.” The Company
has recognized no adjustment for uncertain tax provisions.




The tax
years 2003 through 2008 remain open to examination by the major tax
jurisdictions in which the Company operates.





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




FORWARD-LOOKING
STATEMENTS





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




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




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





The
following discussion of our financial condition and results of our operations
should be read in conjunction with the Financial Statements and Notes attached
thereto. Our current fiscal year ends March 31, 2009.


13





RISK
FACTORS





Our
auditor has raised a concern regarding our ability to continue as a going
concern.  M45 is in the development stage and we have not generated
revenues since inception.  We continue to incur operating expenses,
legal and accounting expenses, consulting fees, and marketing
expenses.  These factors raise substantial doubt about our ability to
continue as a going concern.





BUSINESS
OVERVIEW





Business
of Issuer





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





M45
Management believes that there are likely one or more deposits situated within
the limits of the Claims due to the fact that the property is located near past
producers and existing deposits.





Management
has commenced its first phase exploration program in early April and conducted
full surveying and NI-43-101 to determine the location of potential deposits. On
June 7, 2007, the company received final results of the NI-43-101 reports
confirming the presence of deposits. The Company intends to initiate a massive
drilling program as per the geologist's recommendation, which is contained in
the report. The drilling program cost will represent a total of $2.8 million
Canadian dollars.





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





On or
about October 12, 2007, the Registrant received a Technical Report on the East
Wind Property, dated October 5, 2007 from InnovExplo - Geologist Consulting
Firm, Mines & Exploration containing a detailed analysis of the mining
claims owned by the Registrant. In the report M 45 received confirmation of some
anomalous Zinc rock values associated with Gold showings from diamond drill
holes on its East Wind Property.




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




During
the month of December 2007, management entered into a series of discussions with
various investment groups in regards to an investment in equity for an amount
between $5 to 10 millions. The company is now negotiating the terms with 2
selected firms one located in New York, and with a European investment group and
anticipates positive results by middle of March 2008.





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


14


Results
of Operation





The
Company had no revenues for the period April 1, 2004 to December 31, 2008. The
Company has hired an external geologist firm to conduct geologic reports
NI-43-101 on its Matagami property for an approximate cost of $90,000. The
Company also incurred operation costs related to completing marketing material
such as; Logo's Web site, summaries and other corporate presentation material.
M45 has started to pay rent and common shared expenses as of April 1, 2007; the
agreement is for rent, telephone, utilities and other operation support cost at
a set price of $3,500 a month. The Company also incurred expenses to cover for
legal fees, filing expenses, press releases, traveling expenses, representation
costs, mailings, research costs, and various operational costs. The Company also
incurred expenses to cover for legal fees, filing expenses, press releases,
traveling expenses, representation costs, mailings, research costs, and various
operational costs, which totals approximately $459,794.  The $459,794
was paid by majority control person and is reported as an advance from
shareholder. The shareholder has agreed to continue to support operational costs
until the Company can generate revenues from commercial operations or increase
capital through various financing arrangements, and to convert the advances made
to the Company into equity in restricted shares.





Liquidity
and Capital Resources




M45 is a
development stage company, and as of the date of this report, had no operations
that generate revenue and the Company does not have sufficient cash and cash
equivalents to satisfy its cash requirements for the next twelve months. The
Company has an accumulated deficit of $6,838,790. The Company continues to
report negative stockholders’ equity and does not have sufficient assets to pay
current liabilities as they come due. These matters raise substantial doubt
about the Company’s ability to continue as a going concern. The Company’s
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





The
Company’s continued existence is dependent upon several factors; including the
ability to attain profitable business operations and generate a positive cash
flow. Management plans to raise additional capital investment in the Company,
and it believes the necessary investment will be forthcoming within the next
nine month period. There can be no assurance that equity financings will be
available to the Company in the future that will be obtained on terms
satisfactory to the Company. In the event that the Company’s efforts to obtain
such financing prove unsuccessful, the Company may be required to abandon its
current business goals and cease operations.





M45’s
current management have indicated a willingness to continue rendering services
to the Company, to advance sufficient funds to meet our operational needs, and
not to demand payment of sums owed. The Company believes, therefore, that it can
continue as a going concern in the near future.





Off-Balance
Sheet Arrangements




For the
period ending December 31, 2008, the Company had no off-balance sheet
arrangements.





ITEM 3.  Quantitative and
Qualitative Disclosures about Market Risk .




Not
required for smaller reporting companies as defined in Rule 12b-2 of the
Exchange Act .





ITEM 4. Controls and
Procedures.





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





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


15





ITEM 4. Controls and Procedures
(continued).




Except
for the material weaknesses in internal control over financial reporting as
referenced in our Annual Report on Form 10-KSB for the fiscal year ended March
31, 2008 (and further described above), no other material weaknesses were
identified in our evaluation of internal controls as of December 31,
2008.





Changes
in Internal Control over Financial Reporting





Remediation
plans established and initiated by management during the fiscal year ended March
31, 2008 continue to be implemented.  There were no other changes in
our internal controls over financial reporting during the quarter ended December
31, 2008 that have materially affected or are reasonably likely to materially
affect, our internal controls over financial reporting.





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




PART
II  - OTHER
INFORMATION





ITEM
1. Legal Proceedings.





Other
than as set forth herein, we are not aware of any pending or threatened
litigation against us that we expect will have a material adverse effect on our
business, financial condition, liquidity, or operating results. However, legal
claims are inherently uncertain and we cannot assure you that we will not be
adversely affected in the future by legal proceedings.





ITEM 1A. Risk Factors.





Smaller
reporting companies are not required to provide the information required by this
item.





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





There
were no sales or unregistered securities during the period covered by this
report.





ITEM 3. Defaults Upon Senior
Securities.





There
were no defaults upon senior securities during the period covered by this
report.





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





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





ITEM 5. Other
Information.





On
November 19, 2008, Andrea Cortellazzi resigned as president, CEO, and director
of the Company.  On the same day, Jocelyn Lepine assumed the position
of president, CEO of the Company; she was also elected to serve as a member of
the Company’s board of directors.  On April 1, 2009, she resigned as
president, CEO, and as a director of the Company. On April 1, 2009, Barry
Sommervail assumed the position of president, CEO; he was also elected to serve
as a member of the Company’s board of directors. No Form 8-K was filed during
the quarter ended December 31, 2009 to reflect these changes in management of
the Company.


16


ITEM 6. Exhibits





(a) Exhibits.




The
following exhibits are filed with this report:




3.1
            Articles
      of Incorporation of M45 Mining Resources Inc., as filed with the Nevada
      Secretary of State on July 16, 1990.3.2
            Bylaws
      of M45 Mining Resources Inc. 14.1 Code of Ethics (incorporated by
      reference to Exhibit 14.1 of the Company's Quarterly Report on Form 10-QSB
      for the period ended March 31, 2004 and filed with the Securities and
      Exchange Commission on May 17, 2004).31.1
            Certification
      of the Chief Executive Officer pursuant to Rule
      13a-14(a)/15d-14(a)31.2
            Certification
      of the Chief Financial Officer pursuant to Rule
      13a-14(a)/15d-14(a)32.1
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





(b)
Reports on
Form 8-K.





There
were no Form 8-K filings made during the period covered by this
report.


17




SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Dated:
      August 10,  2009
                                By:
                                /s/
      Barry SommervailBarry
      Sommervail, CEO and DirectorDated:
      August 10,  2009
                                By:
                                /s/
      Gilles OuelletteGilles
      Ouellette, Secretary/Treasurer, and Principal
                                  Financial
      Officer




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




M45
      MINING RESOURCES INC.Dated:
      August 10,  2009
                                By:
                                /s/
      Barry SommervailBarry
      Sommervail, CEO and DirectorDated:
      August 10,  2009
                                By:
                                /s/
      Gilles OuelletteGilles
      Ouellette,
Secretary/Treasurer


18