**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 September
      30, 2007





Commission
      File No. 33-55254-42





**M45
      Mining Resources Inc.**


(Name
      of
      small business issuer as specified in its charter)





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





1212
      Redpath Crescent


Montreal
      (Quebec) Canada H3G 2K1


(514)
      812-4568


(Address
      and telephone number of principal executive offices and issuer’s telephone
      number)





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


Yes þ No q





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


Yes q No þ





As
      of
      June 25, 2008, the issuer had 37,241,530 shares of common stock issued and
      outstanding.





Transitional
      Small Business Disclosure Format (Check one): Yes q No þ





**M45
      Mining Resources Inc.**





**FORM
      10-QSB/September 30, 2007**





**TABLE
      OF CONTENTS**





**INDEX**
            
            **Page Number****PART
                I – FINANCIAL INFORMATION**Item
                1 **–**
            Financial
                StatementsConsolidated
                Balance Sheet as of September 30, 2007 (Unaudited)
            4Consolidate
                Statements of Operations for the months
              Ended
                September 30, 2007 and 2006 and the period of inception
              September
                30, 2007 (Unaudited)
            5Consolidated
                Statements of Cash Flow for the three months
              Ended
                September 30, 2007 and 2006 and the period of inception
              September
                30, 2007 (Unaudited)
            6Notes
                to Consolidated Financial Statements (Unaudited)
            7Item
                2 -
            Managements
                Discussion and Analysis or Plan of Operation
            16Item
                3 -
            Controls
                and Procedures
            18**PART
                II – OTHER INFORMATION**Item
                1 -
            Legal
                Proceedings
            18Item
                2 -
            Changes
                in Securities
            19Item
                3 -
            Defaults
                upon Senior Security
            19Item
                4 -
            Submission
                of Matters to a Vote of Security Holders
            20Item5
                -
            Other
                Information
            20Item 6 -
            Exhibits
                and Reports on Form 8-K
            21


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 September 30, 2007, originally filed
      with
      the US Securities and Exchange Commission (“SEC”) on November 19, (the “Original
      Filing”), to amend and restate its consolidated balance sheet and consolidated
      statements of operations and cash flows for the six month period ended September
      30, 2007, to correct the following error 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.
      This restatement corrects general and administrative expenses and deficit
      accumulated during the development stage for the six month period ended
      September 30, 2007.





The
      issuance of the 7,000,000 common shares increased net loss for the six month
      period ended September 30, 2007 by approximately $3.3 million; deficit
      accumulated during development stage increased by the same amount. This 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 September 30, 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 September 30, 2007 (and quarters ended prior to
      September 30, 2007), 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 – September 30, 2007 (as restated)Consolidated
                  Statement of Operations – Three and six month periods ended September
                  30, 2007 (as restated) , three and six month periods ended September
                  30,
                  2006, and Inception to September 30, 2007 (as restated)Consolidated
                  Statement of Cash Flows –Six months ended September 30, 2007 (as
                  restated),September
                  30, 2006, and Inception to September 30, 2007 (as
                  restated)Notes
                  to Consolidated Financial StatementsItem
                  2.
              Management
                  Discussion and Plan of OperationItem
                  3.
              Controls
                  and ProceduresPart
                  II.
              Item
                  6.
              Exhibits





This
      Quarterly Report on Form 10-QSB/A should be read in conjunction with our filings
      on Form 10-QSB/A for the quarterly period ended June 30, 2007 (Amended Report)
      and December 31, 2007, respectively, and our Form 10-KSB, which we are filing
      concurrently with this Amended Report, as well as our Current Reports on Form
      8-K filed subsequent to the date of the Original Filing.


3


**PART
      I - Financial Information**





**Item
      I - Financial Statements**





**M45
      MINING RESOURCES INC.**


**(A
      Development Stage Company)**


**(formerly
      Quantitative Methods Corporation)**





**CONSOLIDATED
      BALANCE SHEET**


**September
      30, 2007**


**(expressed
      in Canadian dollars)**


**(unaudited)**


**September 30,****2007**(As Restated,See Note 1.A)**ASSETS****Current
                  Assets**Cash
              
              $
              -**Total
                  Current Assets**
              
              
              -**TOTAL
                  ASSETS**
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****Current
                  Liabilities**Accounts
                  payable and accrued liabilites
              
              $
              -Payables
                  due to related parties
              
              
              479,814**Total
                  Current Liabilities**
              
              
              479,814**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Common
                  stock, $.001 par value; 25,000,000 shares authorized, 25,459,090
                  shares
                  issued and outstanding
              
              
              25,459Additional
                  paid-in capital
              
              
              4,439,145Deficit
                  accumulated during the development stage
              
              
              (4,944,418
              )**Total
                  Stockholders Equity (Deficit)**
              
              
              (479,814
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              $
              -


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


4


**M45
      MINING RESOURCES INC. AND SUBSIDIARY**


**(A
      Development Stage Company)**


**(formerly
      Quantitative Methods Corporation)**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(expressed
      in Canadian dollars)**


**(Unaudited)**


**Date of****Three Months Ended**
              
              **Six Months Ended**
              
              **Inception to****September, 30**
              
              **September, 30**
              
              **September 30,****2007**
              
              **2006**
              
              **2007**
              
              **2006**
              
              **2007**(As Restated,
              
              
              
              (As Restated,
              
              
              
              (As Restated,See Note 1.A)
              
              
              
              See Note 1.A)
              
              
              
              See Note 1.A)Sales
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Expenses:**Mining
                  claim acquisition costs
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              906,486General
                  and administrative
              
              
              190,786
              
              
              16,833
              
              
              3,608,512
              
              
              20,985
              
              
              3,648,701Marketing
              
              
              15,000
              
              
              -
              
              
              38,106
              
              
              -
              
              
              38,106Research
                  and development
              
              
              86,902
              
              
              -
              
              
              121,012
              
              
              -
              
              
              123,298Interest
                  on loan
              
              
              4,936
              
              
              2,261
              
              
              6,301
              
              
              4,435
              
              
              20,778Total
                  expenses
              
              
              297,624
              
              
              19,094
              
              
              3,773,931
              
              
              25,420
              
              
              4,737,369**NET
                  LOSS BEFORE DISCONTINUED OPERATIONS AND INCOME
                  TAXES**
              
              
              (297,624
              )
              
              (19,094
              )
              
              (3,773,931
              )
              
              (25,420
              )
              
              (4,737,369
              )Net
                  effect of recapitlization
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (124,668
              )Discontinued
                  operations - subsidiary
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (255,997
              )Disposal
                  of subsidiary
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              173,616**NET
                  LOSS BEFORE INCOME TAXES**
              
              
              (297,624
              )
              
              (19,094
              )
              
              (3,773,931
              )
              
              (25,420
              )
              
              (4,944,418
              )INCOME
                  TAXES
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**NET
                  LOSS**
              
              $
              (297,624
              )
              $
              (19,094
              )
              $
              (3,773,931
              )
              $
              (25,420
              )
              $
              (4,944,418
              )**BASIC
                  AND DILUTED LOSS PER SHARE**Net
                  loss per weighted average shareNet
                  operating loss
              
              $
              (0.01
              )
              $
              (0.00
              )
              $
              (0.15
              )
              $
              (0.00
              )Discontinued
                  operations
              
              
              -
              
              
              -
              
              
              -
              
              
              -Disposal
                  of subsidiary
              
              
              -
              
              
              -
              
              
              -
              
              
              -$
              (0.01
              )
              $
              (0.00
              )
              $
              (0.15
              )
              $
              (0.00
              )Weighted
                  average number of common shares used to compute net loss per weighted
                  average share
              
              
              25,459,090
              
              
              17,550,000
              
              
              25,459,090
              
              
              17,550,000


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


5




**M45
      RESOURCES INC. AND SUBSIDIARY**


**(A
      Development Stage Company)**


**(FORMERLY
      Quantitative Methods Corporation)**





**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**(expressed
      in Canaian dollars)**


**(Unaudited)**





**Date of****Six Months Ended**
            
            **Inception to****September 30,**
            
            **September 30,**
            
            **September 30,****2007**
            
            **2006**
            
            **2007**(As Restated,
            
            
            
            (As Restated,See Note 1.A)
            
            
            
            See Note 1.A)**CASH
                FLOWS FROM OPERATIONS****Net
                loss**
            
            $
            (3,773,931
            )
            $
            (25,420
            )
            $
            (4,944,418
            )Adjustment
                to reconcile net loss to net cashDisposal
                of subsidiary
            
            
            -
            
            
            -
            
            
            (173,616
            )Discontinued
                operations
            
            
            -
            
            
            -
            
            
            255,997Expenses
                paid with stock
            
            
            (5,883
            )
            
            -
            
            
            900,603Employee
                Stock Option Plan
            
            
            3,319,117
            
            
            
            
            
            3,319,117Tax
                credit receivables
            
            
            -
            
            
            (770
            )
            
            -Prepaid
                deposits
            
            
            -
            
            
            200
            
            
            -Depreciation
            
            
            -
            
            
            416
            
            
            -Increase
                (decrease) in operating liabilitiesChanges
                in payables
            
            
            (25,000
            )
            
            (2,177
            )
            
            (2,914
            )Bank
                overdraft
            
            
            -
            
            
            57
            
            
            -**NET
                CASH USED FOR OPERATING ACTIVITIES**
            
            
            (485,697
            )
            
            (27,694
            )
            
            (645,231
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Net
                effect of recapitalization
            
            
            -
            
            
            -
            
            
            124,668**NET
                CASH PROVIDED BY INVESTING ACTIVITIES**
            
            
            -
            
            
            -
            
            
            124,668**CASH
                FLOWS FROM FINANCING ACTIVITIES**Issuance
                of common stock
            
            
            5,883
            
            
            -
            
            
            5,883Net
                effect of recapitalization
            
            
            -
            
            
            -
            
            
            5,470Variation
                of advances from related parties
            
            
            479,814
            
            
            27,694
            
            
            509,210**NET
                CASH PROVIDED BY FINANCING ACTIVITIES**
            
            
            485,697
            
            
            27,694
            
            
            520,563Net
                increase in cash
            
            
            -
            
            
            -
            
            
            -Cash,
                beginning of period
            
            
            -
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            -
            
            $
            -
            
            $
            -**SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW****INFORMATION**Interest
            
            $
            -
            
            $
            4,435
            
            $
            610Income
                tax
            
            $
            -
            
            $
            -
            
            $
            -


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


6


**M45
      Mining Resources Inc**


**(A
      Development Stage Company)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**September
      30, 2007**





NOTE
      1: **ORGANIZATION
      AND SIGNIFICANT ACCOUNTING PRINCIPLES**





***Basis
      of Presentation***





The
      accompanying unaudited consolidated financial statements of M45 Mining Resources
      Inc (“M45” or “Company”), have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and with the instructions to Form 10-QSB of Regulation
      S-B. Accordingly, they do not include all of the information and notes required
      by generally accepted accounting principles for a complete presentation of
      the
      financial statements. In the opinion of management, the unaudited interim
      financial statements furnished herein include all adjustments (consisting of
      a
      normal and recurring nature) necessary for a fair presentation of the Company’s
      financial position at September 30, 2007 (unaudited) and the results of its
      operations for the six months ended September 30, 2007 (unaudited) and cash
      flows for the six months ended September 30, 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
      September 30, 2007 are not necessarily indicative of the operating results
      that
      may be expected for the fiscal year ending
      March 31, 2008.





These
      financial statements and the notes hereto should be read in conjunction with
      financial statements and notes thereto included in the Company’s Form 10-KSB for
      the year ended March 31, 2007, which was filed July 16, 2007.





***Nature
      of Operations and Continuance of Business***





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





**M45** management believed that there were likely one or more deposits situated within
      the limits of the Claims due to the fact that the property is located near
      past
      producers and existing deposits. Management has commenced its first phase
      exploration program in early April and conducted full surveying and NI-43-101
      to
      determine the location of potential deposits. On June 7 2007, the company
      received final results of the NI-43-101 reports confirming the presence of
      deposits. The Company intends to initiate a massive drilling program as per
      the
      geologist’s recommendation, which is contained in the report. The drilling
      program cost will represent a total of $2.8 million Canadian
      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


7




**M45
      MINING RESOURCES INC.**


**(A
      Development Stage Company)**





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


**September
      30, 2007**





***Nature
      of Operations and Continuance of Business (continued)***




existing
      "West Wind" territories. The Matagami Mining Camp is a world-class mining
      district, composed of 18 known volcanogenic massive sulphide (VMS) deposits.
      The
      area is host to historical production of 8.6 billion pounds of Zinc and 853
      million pounds of Copper and has established infrastructure including a railway,
      paved road and a 2,350 t/day mill owned by Falconbridge/Xstrada plc.




As
      of
      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 November 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 $50,000. The
      Company also incurred operation costs related to completing marketing material
      such as; Logo’s Web site, summaries and other corporate presentation material.
      M45 has started to pay rent and common shared expenses as of April 1 2007;
      the
      agreement is for rent, telephone, utilities and other operation support cost
      as
      a set price of $3,000 a month. The Company also incurred expenses to cover
      for
      legal fees, filing expenses, press releases, traveling expenses, representation
      costs, mailings, research costs, and various operational costs. These above
      mentioned costs represents an approximate total of $300,000 and were paid by
      control personnel and will be treated and reported as an advance from
      shareholder in the second 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.


8


**M45
      MINING RESOURCES INC.**


**(A
      Development Stage Company)**





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


**September
      30, 2007**





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





*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 September 30, 2007.





*Comprehensive
      Income (Loss)*




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




*Principles
      of Consolidation*




The
      unaudited consolidated financial statements include the accounts of the Company.





*Concentration
      of Credit Risk*




The
      Company’s exposure to credit risk is minimal.





*Depreciation
      and Amortization*




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





*Development
      Stage Company*




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


9


**M45
      Mining Resources Inc.**


**(A
      Development Stage Company)**





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


**September
      30, 2007**





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





*Dividends*




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





*Use
      of Estimates*




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





*Financial
      Instruments*




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





*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;


10




**M45
      Mining Resources Inc.**


**(A
      Development Stage Company)**





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


**September
      30, 2007**





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





*Foreign
      Currency Translation (continued)*





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





*Interest
      Rate Risk*




The
      Company is exposed to fluctuating interest rates.





*Reclassifications*




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





*Research
      and Development Costs*




There
      were no expenditures for research and development activities.





*Revenue
      Recognition*




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





*Translation
      of Foreign Currencies*




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





*Property
      and Equipment*




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


11


NOTE
      1A **:
      RESTATEMENT**





This
      Amendment to the Company’s Form 10-QSB, which was filed on November 19, 2007,
      restates the consolidated statements of operations, consolidated balance sheet,
      and consolidated statements of cash flows for the Six months ended September
      30,
      2007 to correct the following error in the consolidated statements of operations
      previously filed: The
      Company did not reflect compensation expense for 7,000,000 shares of common
      stock issued pursuant to its 2007 Employee and Consultant Stock Incentive Plan
      filed with the SEC on Form S-8 on April 6, 2007. The effect of the correction
      of
      this error was to increase the Company’s reported general and administrative
      expenses, total expenses, and net loss for the three months ended June 30,
      2007
      by $3,319,116. This reporting error had no affect on the results reported for
      the three month period ended September 30, 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 June 30, 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 six month periods ended September 30, 2007 and 2006
      and
      inception to September 30, 2007.





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





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


12





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





The
      following table presents the effect of restatement on the consolidated statement
      of operations.





**Statement of Operations**
            ********
            ****
            **Six Months Ended September 30, 2007**
            ****
            **Inception to September 30, 2007**Originally Reported
            
            Restated Adjustment
            
            Restatement
            
            Originally Reported
            
            Restated Adjustment
            
            RestatementSales
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -**Expenses:**Mining
                claim acquisition costs
            
            
            -
            
            
            
            
            
            
            
            
            906,486
            
            
            -
            
            
            906,486General
                and administrative
            
            
            289,395
            
            
            3,319,116
            
            
            3,608,512
            
            
            331,956
            
            
            3,319,116
            
            
            3,651,072Marketing
            
            
            38,106
            
            
            
            
            
            38,106
            
            
            123,298
            
            
            
            
            
            123,298Research
                and development
            
            
            121,012
            
            
            -
            
            
            121,012
            
            
            35,734
            
            
            -
            
            
            35,734Interest
                on loan
            
            
            6,301
            
            
            
            
            
            6,301
            
            
            20,778
            
            
            
            
            
            20,778Total
                expenses
            
            
            454,814
            
            
            3,319,116
            
            
            3,773,931
            
            
            1,418,252
            
            
            3,319,116
            
            
            4,737,369**Net
                loss before discontinued operations**
            
            
            (454,814
            )
            
            (3,319,116
            )
            
            (3,773,931
            )
            
            (1,418,252
            )
            
            (3,319,116
            )
            
            (4,737,369
            )Net
                effect of recapitization
            
            
            
            
            
            
            
            
            
            
            
            (124,668
            )
            
            
            
            
            (124,668
            )Discontinued
                operations-subsidiary
            
            
            
            
            
            
            
            
            
            
            
            (255,997
            )
            
            
            
            
            (255,997
            )Disposal
                of subsidiary
            
            
            
            
            
            
            
            
            
            
            
            173,616
            
            
            
            
            
            173,616**Net
                loss**
            
            
            (454,814
            )
            
            (3,319,116
            )
            
            (3,773,931
            )
            
            (1,625,301
            )
            
            (3,319,116
            )
            
            (4,944,418
            )**Basic
                and Diluted loss per share**Net
                loss per weighted average shareNet
                operating loss
            
            $
            (0.02
            )
            $
            (2.97
            )
            $
            (0.15
            )Discontinued
                operations
            
            
            -Disposal
                of subsidiary
            
            
            -$
            (0.02
            )
            $
            (2.97
            )
            $
            (0.15
            )Weighted
                average snumber of common shares used to compute net loss per weighted
                average shares
            
            
            24,342,500
            
            
            1,116,590
            
            
            25,459,090


13





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





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





**Six Months Ended September 30, 2007**
            ****
            **Inception to September 30, 2007**Originally Reported
            
            Restated Adjustment
            
            Restatement
            
            Originally Reported
            
            Restated Adjustment
            
            Restatement**Cash
                flows from operating activities**Net
                loss
            
            $
            (454,814
            )
            $
            (3,319,117
            )
            $
            (3,773,931
            )
            $
            (1,625,301
            )
            $
            (3,319,117
            )
            $
            (4,944,418
            )Adjustments
                to reconcile net loss used by operationsDisposal
                of subsidiary
            
            
            -
            
            
            
            
            
            
            
            
            (173,616
            )
            
            -
            
            
            (173,616
            )Discontinued
                operations
            
            
            -
            
            
            
            
            
            
            
            
            255,997
            
            
            -
            
            
            255,997Expenses
                paid with stock
            
            
            (5,884
            )
            
            
            
            
            (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
            
            
            -Depreciation
            
            
            -Increase
                (decrease) in operating liabilitiesChanges
                in payables
            
            
            (25,000
            )
            
            
            
            
            (25,000
            )
            
            (2,914
            )
            
            
            
            
            (2,914
            )**Net
                cash used by operating activities**
            
            
            (485,698
            )
            
            -
            
            
            (485,698
            )
            
            (645,232
            )
            
            -
            
            
            (645,232
            )**Cash
                flows from investing activities**Net
                effect of recapitalization
            
            
            
            
            
            
            
            
            
            
            
            124,668
            
            
            
            
            
            124,668Net
                cash provided by investing activities
            
            
            -
            
            
            -
            
            
            -
            
            
            124,668
            
            
            -
            
            
            124,668**Cash
                flows from financing activities**Issuance
                of common stock
            
            
            5,884
            
            
            -
            
            
            5,884
            
            
            5,884
            
            
            -
            
            
            5,884Net
                effect of recapitalization
            
            
            -
            
            
            -
            
            
            -
            
            
            5,470
            
            
            -
            
            
            5,470Advances
                from related party,net
            
            
            479,814
            
            
            -
            
            
            479,814
            
            
            509,210
            
            
            -
            
            
            509,210**Net
                cash provided by financing activities**
            
            
            485,698
            
            
            -
            
            
            485,698
            
            
            520,564
            
            
            -
            
            
            520,564**Net
                increase in cash**
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Cash,
                beginning of period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -**Supplemental
                  disclosures of cashinformation**Interest
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            610
            
            $
            -
            
            $
            610


14





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





At
      September 30, 2007, the Company is indebted to Andrea M. Cortellazzi, a
      shareholder and director of the Company. The amount due to the related party
      is
      $ 479,814 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, 2007. The Company's common stock commenced trading on January 27,
      1999
      on the OTC Bulletin Board (OTCBB) operated by the National Association of
      Securities Dealers, Inc., under the symbol "MRES."





NOTE
      4: **GOING
      CONCERN**




The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. This contemplates the realization
      of
      assets and the liquidation of liabilities in the normal course of business.
      As
      shown in these consolidated financial statements, the Company has an accumulated
      deficit of $ 4,944,418 from inception to September 30, 2007 and does not have
      significant cash or other material assets, nor does it have operations or a
      source of revenue sufficient to cover its operation costs and allow it to
      continue as a going concern. The future of the Company is dependent upon its
      ability to obtain financing and upon future profitable operations from the
      development of its new business. The Company’s continuation as a going concern
      is dependent upon management to meet any costs and expenses incurred. Management
      realizes that this situation may continue until the Company obtains additional
      working capital through equity financing.





**ITEM
      1. - Critical Accounting Policies**





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





Exploration
      Stage Company





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





Capitalization
      of Mineral Claim Costs





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





Foreign
      Currency Translation





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


15





**ITEM
      1. - Critical Accounting Policies (continue)**





Foreign
      Currency Translation (continue)





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.**





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





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




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





Forward-looking
      statements are subject to certain risks and uncertainties that could cause
      actual results to differ materially from those projected. Important factors
      to
      consider in evaluating such forward-looking statements include: i) changes
      in
      external factors or in our internal budgeting process which might impact trends
      in our results of operations; ii) unanticipated working capital or other cash
      requirements; iii) changes in our business strategy or an inability to execute
      our strategy due to unanticipated changes in the industries in which we operate;
      and iv) various competitive market factors that may prevent us from competing
      successfully in the marketplace. These forward-looking statements are based
      largely on our current expectations. The Company expressly disclaims any
      obligation or undertaking to release publicly any updates or revisions to any
      forward-looking statements contained herein to reflect any change in its
      expectations with regard thereto or any change in events, conditions or
      circumstances on which any such statement is based.





***Overview***




Business
      of Issuer





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





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





Management
      has commenced its first phase exploration program in early April and conducted
      full surveying and NI-43-101 to determine the location of potential deposits.
      On
      June 7, 2007, the company received final results of the NI-43-101 reports
      confirming the presence of deposits. The Company intends to initiate a massive
      drilling program as 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.


16





***Overview
      (continued)***




Business
      of Issuer (continued)





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.




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 November 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 $300,000 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 $4,944,418. The Company continues to
      report negative stockholders’ equity and does not have sufficient assets to pay
      current liabilities as they come due. These matters raise substantial doubt
      about the Company’s ability to continue as a going concern. The Company’s
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





The
      Company’s continued existence is dependent upon several factors; including the
      ability to attain profitable business operations and generate a positive cash
      flow. Management plans to raise additional capital investment in the Company,
      and it believes the necessary investment will be forthcoming within the next
      six
      month period. There can be no assurance that equity financings will be available
      to the Company in the future that will be obtained on terms


17


***Liquidity
      and Capital Resources (continued)***





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 September 30, 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 September
      30,
      2007, due a communication issue that occurred during the quarter ended June
      30,
      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, 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 and September 30, 2007. As discussed in our Amended
      Report for the quarter ended June 30, 200, management has implemented changes
      in
      accounting procedures to help ensure the completeness


and
      accuracy of recording stock-based compensation for employees and non-employees.
      The June restatement had no affect on the financial results reported for the
      three month period ended September 30, 2007.





**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.


18





**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 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.


19





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





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


20





**ITEM
      6.**  **Exhibits**





(a) ***Exhibits.***




The
      following exhibits are filed with this report:




3.1
            Articles
                of Incorporation of M45 Mining Resources Inc., as filed with the
                Nevada
                Secretary of State on July 16,
                1990.





3.2
            Bylaws
                of M45 Mining Resources Inc . 14.1 Code of Ethics (incorporated by
                reference to Exhibit 14.1 of the Company's Quarterly Report on Form
                10-QSB
                for the period ended March 31, 2004 and filed with the Securities
                and
                Exchange Commission on May 17,
                2004).





31.1
            Certification
                of the Chief Executive Officer of M45 Mining Resources Inc pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of
                2002.





31.2
            Certification
                of the Chief Financial Officer of M45 Mining Resources Inc pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of
                2002.





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




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





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





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


21





**SIGNATURES**





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




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




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




M45
                MINING RESOURCES INC.Dated:
                June 27, 2008
            By:
            /s/
                Andrea M. CortellazziAndrea
                M. Cortellazzi, CEO and DirectorDated:
                June 27, 2008
            By:
            /s/
                Gilles OuelletteGilles
                Ouellette, Secretary/Treasurer


22