UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A





Amendment
#1





T
            QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended June 30, 2008




o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934







For
the transition period from ______ to ______




HuntMountain
Resources Ltd.


(Exact
name of registrant as spe cified in its charter)





Washington
              001-01428
              68-0612191(State
      or other jurisdiction of incorporation)
              (Commission
      File  Number)
              (IRS
      Employer Identification No.)





1611
      N. Molter Road, Ste. 201
                Liberty
      Lake, Washington
              
              99019(Address
      of principal executive offices)
              
              (Zip
      Code)








Indicate
by check mark  whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 at least the past 90
days.





Yes T     No
£





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer £
              Accelerated
      filer £Non-accelerated
      filer £ (Do not
      check if a smaller reporting company)
              Smaller
      reporting Company T





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


Yes £     No
T





State
the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 76,251,362 as of
December 10, 2008.












EXPLANATORY
NOTE





This
Amendment #1 on Form 10-Q/A amends and restates items identified below with
respect to the Form 10-Q filed by HuntMountain Resources Ltd. (the “Company”)
for the period ended June 30, 2008 with the Securities and Exchange Commission
(the “SEC”) on August 14, 2008 (the “Original Filing”). The purpose of this
amendment is to amend and restate the previously issued financial statements
included in the Original Filing for the reasons described in Note 10 to the
financial statements included in Item 1 (Financial Statements) included herein.
Other than as set forth below, the items of the Original Filing continue to
speak as of the date of the original filing date thereof, and the disclosure
relating to such items is not being updated.





We
would encourage any user of this filing to review our current filings for the
most accurate current information. This Amendment is being filed as a corrected
historical document.





This
Amendment amends and restates the information in Item 1 (Financial Statements)
and Item 2 (Management’s Discussion and Analysis) of the Original Filing. This
Amendment continues to describe conditions as of the date of the Original
Filing, and the disclosures contained herein have not been updated to reflect
events, results or developments that have occurred after the date of the
Original Filing, or to modify or update those disclosures affected by subsequent
events. Among other things, forward-looking statements made in the Original
Filing have not been revised to reflect events, results or developments that
have occurred or facts that have become known to us after the date of the
Original Filing, and such forward-looking statements should be read in their
historical context. This Amendment should be read in conjunction with the
Company’s filings made with the SEC subsequent to the Original Filing, including
any amendments to those filings.





Restatement
of previously issued financial statements to correct a material misstatement is
an indicator of a material weakness in internal control over financial
reporting.  A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or
interim financial statements will not be prevented or detected on a timely
basis.





The
Company did not have sufficient qualified personnel with an adequate
understanding of generally accepted accounting principles and experience in the
application of such principles to complex financing transactions, which led to a
material misstatement of the Company’s interim financial statements for the
quarters ended March 31, June 30, and September 30, 2007.  Management
has determined that this is a material weakness in internal control over
financial reporting as of March 30, June 30, and September 30, 2007, remedied by
the hiring of the Company’s Chief Financial Officer in November,
2007.





~ 2
~





PART
I


FINANCIAL
INFORMATION





ITEM
1. FINANCIAL STATEMENTS








HuntMountain
Resources Ltd. and Subsidiaries


( An
Exploration Stage Enterprise)





Consolidated
Balance Sheets







June
      30,
                                      
                                      
                                      December
      31,2008
                                      
                                      
                                      2007(unaudited)AssetsCURRENT
      ASSETS:Cash
      and cash equivalents:Cash
                                      
                                      $
                                      409,802
                                      
                                      
                                      $
                                      273,020Short
      term cash investments - domestic
                                      
                                      
                                      4,334
                                      
                                      
                                      
                                      12,909Short-term
      cash investments - Argentina
                                      
                                      
                                      961,251
                                      
                                      
                                      
                                      367,375Total
      cash and cash equivalents
                                      
                                      
                                      1,375,388
                                      
                                      
                                      
                                      653,304Receivables
                                      
                                      
                                      10,791
                                      
                                      
                                      
                                      44,706Prepaid
      expenses
                                      
                                      
                                      62,540
                                      
                                      
                                      
                                      72,612Total
      current assets
                                      
                                      
                                      1,448,719
                                      
                                      
                                      
                                      770,621EQUIPMENT:Office
      equipment and vehicle
                                      
                                      
                                      38,187
                                      
                                      
                                      
                                      11,216Equipment
      in Argentina
                                      
                                      
                                      125,768
                                      
                                      
                                      
                                      -Less
      accumulated depreciation
                                      
                                      
                                      22,508
                                      
                                      
                                      
                                      7,014141,446
                                      
                                      
                                      
                                      4,203OTHER
      ASSETS:Receivable
      - V.A. tax, Argentina
                                      
                                      
                                      701,929
                                      
                                      
                                      
                                      190,719Land
      - La Josefina Estancia
                                      
                                      
                                      710,000
                                      
                                      
                                      
                                      710,000Performance
      bond
                                      
                                      
                                      197,401
                                      
                                      
                                      
                                      214,762Property
      option and deposits
                                      
                                      
                                      341,500
                                      
                                      
                                      
                                      206,500Investments
                                      
                                      
                                      7,331
                                      
                                      
                                      
                                      7,3311,958,161
                                      
                                      
                                      
                                      1,329,312Total
      assets
                                      
                                      $
                                      3,548,326
                                      
                                      
                                      $
                                      2,104,136Liabilities
      and Stockholders’ EquityCURRENT
      LIABILITIES:Trade
      accounts payable
                                      
                                      $
                                      774,651
                                      
                                      
                                      $
                                      380,118Accrued
      wages and related taxes
                                      
                                      
                                      114,180
                                      
                                      
                                      
                                      120,202Short
      term note payable
                                      
                                      
                                      3,525,000
                                      
                                      
                                      
                                      3,747,000Debt
      discount:
                                      
                                      
                                      (1,511,480
                                      )
                                      
                                      
                                      (2,664,606
                                      )Net
      short term note payable
                                      
                                      
                                      2,013,520
                                      
                                      
                                      
                                      1,082,394Accrued
      interest on note payable
                                      
                                      
                                      58,714
                                      
                                      
                                      
                                      165,149Total
      current liabilities
                                      
                                      
                                      2,961,066
                                      
                                      
                                      
                                      1,747,864STOCKHOLDERS’
      EQUITY:Preferred
      stock – 10,000,000 shares, $0.001 par value, authorized; -0- shares issued
      and outstanding
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      stock – 300,000,000 shares, $0.001 par value, authorized; 53,746,605
      and  33,016,285 shares issued and outstanding,
      respectively
                                      
                                      
                                      53,746
                                      
                                      
                                      
                                      32,491Additional
      paid-in capital
                                      
                                      
                                      36,624,883
                                      
                                      
                                      
                                      12,081,316Retained
      earnings - prior to development stage
                                      
                                      
                                      90,527
                                      
                                      
                                      
                                      90,527Deficit
      accumulated during the development stage
                                      
                                      
                                      (36,037,913
                                      )
                                      
                                      
                                      (11,794,981
                                      )Accumulated
      other comprehensive income (loss)
                                      
                                      
                                      (143,984
                                      )
                                      
                                      
                                      (53,081
                                      )Total
      stockholders’ equity
                                      
                                      
                                      587,260
                                      
                                      
                                      
                                      356,272Total
      liabilities and stockholders’ equity
                                      
                                      $
                                      3,548,326
                                      
                                      
                                      $
                                      2,104,136





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





~ 3
~





HuntMountain
Resources Ltd. and Subsidiaries


(An
Exploration Stage Enterprise)





Consolidated
Statements of Income







Three
      months ended June 30,
                                              
                                              
                                              Six
      months ended June 30,
                                              
                                              
                                              From
      Inception of Development Stage July 1, 2005 through2008
                                              
                                              
                                              2007
                                              
                                              
                                              2008
                                              
                                              
                                              2007
                                              
                                              
                                              June
      30, 2008(unaudited)
                                              
                                              
                                              (unaudited)
                                              
                                              
                                              (unaudited)
                                              
                                              
                                              (unaudited)
                                              
                                              
                                              (unaudited)INCOME:Dividend
      and interest income
                                              
                                              $
                                              1,965
                                              
                                              
                                              $
                                              533
                                              
                                              
                                              $
                                              4,000
                                              
                                              
                                              $
                                              798
                                              
                                              
                                              $
                                              76,282EXPENSES:Professional
      fees
                                              
                                              
                                              261,848
                                              
                                              
                                              
                                              43,367
                                              
                                              
                                              
                                              427,072
                                              
                                              
                                              
                                              79,813
                                              
                                              
                                              
                                              1,113,882Marketing
                                              
                                              
                                              14,154
                                              
                                              
                                              
                                              20,849
                                              
                                              
                                              
                                              20,653
                                              
                                              
                                              
                                              30,150
                                              
                                              
                                              
                                              197,364Exploration
      expenses
                                              
                                              
                                              1,435,152
                                              
                                              
                                              
                                              264,632
                                              
                                              
                                              
                                              2,263,565
                                              
                                              
                                              
                                              663,644
                                              
                                              
                                              
                                              4,379,967Travel
      expenses
                                              
                                              
                                              69,210
                                              
                                              
                                              
                                              34,509
                                              
                                              
                                              
                                              133,059
                                              
                                              
                                              
                                              52,125
                                              
                                              
                                              
                                              410,836Administrative
      and office expenses
                                              
                                              
                                              125,271
                                              
                                              
                                              
                                              20,323
                                              
                                              
                                              
                                              178,161
                                              
                                              
                                              
                                              37,967
                                              
                                              
                                              
                                              538,407Payroll
      expenses
                                              
                                              
                                              228,138
                                              
                                              
                                              
                                              132,837
                                              
                                              
                                              
                                              418,288
                                              
                                              
                                              
                                              257,600
                                              
                                              
                                              
                                              1,335,303Stock
      compensation expense
                                              
                                              
                                              54,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              106,500
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              305,100Comon
      stock and options issued for services
                                              
                                              
                                              75,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              75,000
                                              
                                              
                                              
                                              9,000
                                              
                                              
                                              
                                              428,250Interest
      expense and bank charges
                                              
                                              
                                              92,550
                                              
                                              
                                              
                                              28,219
                                              
                                              
                                              
                                              233,788
                                              
                                              
                                              
                                              42,360
                                              
                                              
                                              
                                              426,705Financing
      charge
                                              
                                              
                                              12,244,341
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              16,474,287
                                              
                                              
                                              
                                              39,176
                                              
                                              
                                              
                                              21,729,936Amortization
      of debt discount
                                              
                                              
                                              2,254,073
                                              
                                              
                                              
                                              506,544
                                              
                                              
                                              
                                              3,895,284
                                              
                                              
                                              
                                              766,213
                                              
                                              
                                              
                                              5,222,901Depreciation
      expense
                                              
                                              
                                              12,819
                                              
                                              
                                              
                                              935
                                              
                                              
                                              
                                              15,133
                                              
                                              
                                              
                                              1,869
                                              
                                              
                                              
                                              22,14616,866,555
                                              
                                              
                                              
                                              1,052,215
                                              
                                              
                                              
                                              24,240,791
                                              
                                              
                                              
                                              1,979,917
                                              
                                              
                                              
                                              36,110,797LOSS
      BEFORE OTHER INCOME
                                              
                                              
                                              (16,864,590
                                              )
                                              
                                              
                                              (1,051,682
                                              )
                                              
                                              
                                              (24,236,790
                                              )
                                              
                                              
                                              (1,979,119
                                              )
                                              
                                              
                                              (36,034,514
                                              )NET
      OTHER INCOME/LOSS:
                                              
                                              
                                              (6,941
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (6,141
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (3,398
                                              )LOSS
      BEFORE INCOME TAXES:
                                              
                                              
                                              (16,871,531
                                              )
                                              
                                              
                                              (1,051,682
                                              )
                                              
                                              
                                              (24,242,932
                                              )
                                              
                                              
                                              (1,979,119
                                              )
                                              
                                              
                                              (36,037,913
                                              )Income
      taxes:
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -NET
      LOSS
                                              
                                              $
                                              (16,871,531
                                              )
                                              
                                              $
                                              (1,051,682
                                              )
                                              
                                              $
                                              (24,242,932
                                              )
                                              
                                              $
                                              (1,979,119
                                              )
                                              
                                              $
                                              (36,037,913
                                              )BASIC AND DILUTED LOSS PER SHARE,
      based on weighted-averageshares
      outstanding
                                              
                                              
                                              53,322,212
                                              
                                              
                                              
                                              32,266,285
                                              
                                              
                                              
                                              41,867,969
                                              
                                              
                                              
                                              32,266,285WEIGHTED-AVERAGE
      COMMON SHARES OUTSTANDING, BASIC AND DILUTED
                                              
                                              $
                                              ( 0.32
                                              )
                                              
                                              $
                                              ( 0.03
                                              )
                                              
                                              $
                                              ( 0.58
                                              )
                                              
                                              $
                                              ( 0.06
                                              )





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




~ 4
~





HuntMountain
Resources Ltd. and Subsidiaries


(An
Exploration Stage Enterprise)





Consolidated
Statements of Cash Flows







Six
      months ended
                      June 30,
                    
                    
                    From
      Inception of Development Stage July 1, 2005
      through2008
                    
                    
                    2007
                    
                    
                    June
      30, 2008(unaudited)
                    
                    
                    (unaudited)
                    
                    
                    (unaudited)Increase
      (Decrease) in Cash and Cash EquivalentsCASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    (24,242,932
                    )
                    
                    $
                    (1,979,119
                    )
                    
                    $
                    (36,037,913
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activitiesDepreciation
                    
                    
                    15,133
                    
                    
                    
                    1,869
                    
                    
                    
                    22,146Stock
      option compensation expense
                    
                    
                    106,500
                    
                    
                    
                    -
                    
                    
                    
                    305,100Common
      stock and options issued for services
                    
                    
                    75,000
                    
                    
                    
                    9,000
                    
                    
                    
                    428,250Financing
      charge
                    
                    
                    16,474,287
                    
                    
                    
                    39,176
                    
                    
                    
                    21,729,936Amortization
      of debt discount
                    
                    
                    3,895,284
                    
                    
                    
                    766,213
                    
                    
                    
                    5,222,901Gain
      on sale of precious metal investments
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (15,194
                    )Increase
      in long term receivable - V.A. tax
                    
                    
                    (511,210
                    )
                    
                    
                    -
                    
                    
                    
                    (701,929
                    )Increase
      in employee receivable
                    
                    
                    (5,187
                    )
                    
                    
                    -
                    
                    
                    
                    (7,302
                    )Increase
      in accounts receivable
                    
                    
                    39,125
                    
                    
                    
                    -
                    
                    
                    
                    (1,497
                    )(Increase)
      decrease in prepaid expenses
                    
                    
                    10,072
                    
                    
                    
                    10,192
                    
                    
                    
                    (62,540
                    )Increase
      in accounts payable
                    
                    
                    394,534
                    
                    
                    
                    -
                    
                    
                    
                    730,526Increase
      in accrued liabilities
                    
                    
                    (6,022
                    )
                    
                    
                    19,733
                    
                    
                    
                    145,305Net
      cash used in operating activities
                    
                    
                    (3,755,416
                    )
                    
                    
                    (1,132,936
                    )
                    
                    
                    (8,242,210
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Land
      purchases
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (710,000
                    )Accrued
      interest income
                    
                    
                    (23
                    )
                    
                    
                    -
                    
                    
                    
                    (1,992
                    )Purchase
      of performance bond
                    
                    
                    -
                    
                    
                    
                    (233,709
                    )
                    
                    
                    (247,486
                    )Property
      deposits
                    
                    
                    (135,000
                    )
                    
                    
                    -
                    
                    
                    
                    (271,500
                    )Property
      purchase option
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (70,000
                    )Sale
      of precious metal investments
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    28,913Acquisition
      of equipment
                    
                    
                    (152,738
                    )
                    
                    
                    -
                    
                    
                    
                    (163,954
                    )Net
      cash used in investing activities
                    
                    
                    (287,761
                    )
                    
                    
                    (233,709
                    )
                    
                    
                    (1,436,019
                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Convertible
      note financing
                    
                    
                    4,838,442
                    
                    
                    
                    1,107,000
                    
                    
                    
                    6,085,986Proceeds
      from sale of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    3,947,475Net
      cash from financing activities
                    
                    
                    4,838,442
                    
                    
                    
                    1,107,000
                    
                    
                    
                    10,033,461Effect
      of currency translation on cash
                    
                    
                    (73,181
                    )
                    
                    
                    -
                    
                    
                    
                    (87,765
                    )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                    
                    
                    722,084
                    
                    
                    
                    (259,645
                    )
                    
                    
                    267,467CASH
      AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD
                    
                    
                    653,304
                    
                    
                    
                    297,191
                    
                    
                    
                    1,107,921CASH
      AND CASH EQUIVALENTS, END OF YEAR/PERIOD
                    
                    $
                    1,375,388
                    
                    
                    $
                    37,546
                    
                    
                    $
                    1,375,388NON-CASH
      FINANCING ACTIVITIES:Conversion
      of note into equity
                    
                    
                    4,840,000
                    
                    
                    
                    -
                    
                    
                    
                    4,840,000Cashless
      exercise of options
                    
                    
                    78
                    
                    
                    
                    -
                    
                    
                    
                    96Accrued
      interest
                    
                    
                    206,579
                    
                    
                    
                    -
                    
                    
                    
                    371,728Conversion
      of accrued interest into equity
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Supplemental
      Disclosures of Cash Flow Information:Income
      taxes, paid net of refunds:
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Interest
      paid:
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -





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





~ 5
~





HUNTMOUNTAIN
RESOURCES, LTD.


CONDENSED
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS





Note
1: Basis of Presentation





HuntMountain
Resources Ltd. ("HMR" or "the Company"), a Washington corporation, was
formed in 2005.  Metaline Mining and Leasing Company, a Washington
corporation since 1927, merged with and into the Company in August
2005.  The Company’s business plan is to acquire, explore, and develop
mineral exploration properties in North and South America.  As of the
end of 2007, the Company had acquired interest in one exploration property in
Nevada, seven properties in the province of Santa Cruz in Argentina, and two
properties in Quebec.  In addition, the Company is in the process of
finalizing an agreement to acquire an exploration property near Chinipas,
Chihuahua, Mexico. The Company continues to actively evaluate additional
properties in North and South America.





The
unaudited financial statements have been prepared by management of HuntMountain
Resources Ltd., pursuant to the rules and regulations of the Securities and
Exchange Commission (the SEC).  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been omitted pursuant to such SEC rules and regulations.  These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2007, which was filed with the SEC on April 14,
2008.  In the opinion of management of the Company, the foregoing
statements contain all adjustments necessary to present fairly the financial
position of the Company as of June 30, 2008, and its results of operations and
cash flows for the three and six month periods ended June 30, 2008 and June
30, 2007.  The interim results reflected in the foregoing financial
statements are not considered indicative of the results expected for the full
fiscal year.





The
accompanying consolidated financial statements include the accounts of the
Company, a Washington corporation, its wholly-owned Canadian subsidiary
HuntMountain Resources LTD (HMR LTD), HMR’s wholly owned Mexican subsidiary
Cerro Cazador Mexico S.A. De C.V. (CCM), HMR’s wholly-owned subsidiary
HuntMountain Investments, LLC (HMI), and Cerro Cazador S.A. (CCSA), an Argentine
subsidiary 95% owned by HMR and 5% owned by HMI.





HMR LTD
is incorporated in British Columbia and provincially registered in
Yukon.  HMR LTD was formed for the purpose of holding Canadian
exploration properties, should the Company acquire an interest in any such
properties.  CCM was incorporated to acquire a property package in
Chihuaua, Mexico. HMI was incorporated for the specific purpose of holding
shares in subsidiary companies.  CCSA was formed in Argentina for the
purpose of holding Argentine exploration properties and executing agreements in
Argentina.





Note
2: Summary of Significant Accounting Policies





This
summary of significant accounting policies is presented to assist in the
understanding of the 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 accounting
principles generally accepted in the United States of America and have been
consistently applied in the preparation of the financial
statements.





Accounting
Method





The
Company’s financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.





~ 6
~





Accounts
Receivable





The
Company carries its accounts receivable at net realizable value. On a periodic
basis, the Company evaluates its accounts receivable and determines if an
allowance for doubtful accounts is necessary, based on a history of past
write-offs and collections and current credit conditions. At June 30, 2008, and
December 31, 2007, the Company’s accounts receivable balance includes an
allowance for doubtful accounts of $0.





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 and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





Cash
and Cash Equivalents





Cash and
cash equivalents include short-term cash investments that have an initial
maturity of 90 days or less. In the normal course of business, 30% of all funds
wire transferred from the Company to CCSA are withheld by the Government of
Argentina. These withheld amounts are invested in money market instruments until
the Government of Argentina approves CCSA’s formal application for release.
Funds held in this fashion are included in short-term cash
investments.





Principles
of Consolidation





The
consolidated financial statements include the accounts of the Company and its
wholly and majority-owned subsidiaries after elimination of intercompany
accounts and transactions. The wholly and majority-owned subsidiaries of the
Company are named above in “Note 1 – Basis of Presentation”.





Marketable
Securities





The
Company accounts for marketable securities in accordance with the provisions of
Statement of Financial Accounting Standards No. 115, “Accounting for Certain
Investments in Debt and Equity Securities” (“SFAS No. 115”).  Under
SFAS No. 115, debt securities and equity securities that have readily
determinable fair values are to be classified in three categories:





Held to
Maturity – the positive intent and ability to hold to
maturity.  Amounts are reported at amortized cost, adjusted for
amortization of premiums and accretion of discounts.





Trading
Securities – bought principally for purpose of selling them in the near
term.  Amounts are reported at fair value, with unrealized gains and
losses included in earnings.





Available
for Sale – not classified in one of the above categories.  Amounts are
reported at fair value, with unrealized gains and losses excluded from earnings
and reported separately as a component of stockholders’ equity.





At
this time, the Company holds securities classified as available for
sale.  See “Note 7 - Investments” for further
details.





Mineral
Development Costs





All
exploration expenditures are expensed as incurred. Significant property
acquisition payments for active exploration properties are capitalized. If no
economic ore body is discovered, previously capitalized costs are expensed in
the period the property is abandoned. Expenditures to develop new mines, to
define further mineralization in existing ore bodies, and to expand the capacity
of operating mines, are capitalized and amortized on a units-of-production basis
over proven and probable reserves.





~ 7
~





Should a
property be abandoned, its capitalized costs are charged to operations. The
Company charges to the consolidated statement of operations the allocable
portion of capitalized costs attributable to properties sold. Capitalized costs
are allocated to properties sold based on the proportion of claims sold to the
claims remaining within the project area.





Long-lived
Assets





The
Company evaluates its long-lived assets for impairment annually, or when events
or changes in circumstances indicate that the related carrying amount may not be
recoverable.  If the sum of estimated future net cash flows on an
undiscounted basis is less than the carrying amount of the related asset
grouping, an asset impairment is considered to exist.  The related
impairment loss is measured by comparing estimated future net cash flows on a
discounted basis to the carrying amount of the asset.  Changes in
significant assumptions underlying future cash flow estimates may have a
material effect on the Company’s financial position and results of
operations.  To date no such impairments have been
identified.





Equipment
is stated at cost and is depreciated on the straight-line basis over an
estimated useful life of 3 years.





Earnings
Per Share





The
Company has adopted Statement of Financial Accounting Standards No. 128, which
provides for calculation of “basic” and “diluted” earnings per share. Basic
earnings per share includes no dilution and is computed by dividing net income
available to common shareholders by the weighted average common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity similar to
fully diluted earnings per share. Although there were common stock equivalents
outstanding on June 30, 2008, they were not included in the calculation of
earnings per share because they would have been considered
anti-dilutive.





Basic
earnings per share are computed using the weighted average number of shares
outstanding during the years (53,322,212 in the second quarter of 2008 and
32,266,285 in the second quarter of 2007).





As of
June 30, 2008, the Company had outstanding options, warrants and convertible
debt for a total of 24,127,056 additional shares which were considered
anti-dilutive.





Deferred
Income Tax





Deferred
income tax is provided for differences between the bases of assets and
liabilities for financial and income tax reporting.  A deferred tax
asset, subject to a valuation allowance, is recognized for estimated future tax
benefits of tax-basis operating losses being carried forward.





Fair
Value of Financial Instruments





Our
financial instruments as defined by Statement of Financial Accounting Standards
No. 107, “Disclosures about Fair Value of Financial Instruments,” include cash,
short term investments, a performance bond and accrued liabilities. All
instruments except the performance bond are accounted for on a historical cost
basis, which, due to the short maturity of these financial instruments,
approximates fair value at June 30, 2008 and December 31, 2007. The performance
bond was marked to market on June 30, 2008 and December 31, 2007.





~ 8
~





Provision
for Taxes





Income
taxes are provided based upon the liability method of accounting pursuant to
Statement of Financial Accounting Standards No. 109, “Accounting for Income
Taxes” (hereinafter “SFAS No. 109”). Under this approach, deferred income taxes
are recorded to reflect the tax consequences in future years of differences
between the tax basis of assets and liabilities and their financial reporting
amounts at each year-end. A valuation allowance is recorded against the deferred
tax asset if management does not believe the Company has met the “more likely
than not” standard imposed by SFAS No. 109 to allow recognition of such an
asset.





Reclamation
and Remediation





Expenditures
for ongoing compliance with environmental regulations that relate to current
operations are expensed or capitalized as appropriate. Expenditures resulting
from the remediation of existing conditions caused by past operations that do
not contribute to future revenue generations are expensed. Liabilities are
recognized when environmental assessments indicate that remediation efforts are
probable and the costs can be reasonably estimated.





Estimates
of such liabilities are based upon currently available facts, existing
technology and presently enacted laws and regulations taking into consideration
the likely effects of inflation and other societal and economic factors, and
include estimates of associated legal costs. These amounts also reflect prior
experience in remediating contaminated sites, other companies’ clean-up
experience and data released by The Environmental Protection Agency or other
organizations. Such estimates are by their nature imprecise and can be expected
to be revised over time because of changes in government regulations,
operations, technology and inflation. Recoveries are evaluated separately from
the liability and, when recovery is assured, the Company records and reports an
asset separately from the associated liability.





Recent
Accounting Pronouncements





In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
160 ("SFAS 160"), Noncontrolling interests in Consolidated Financial Statements,
which establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
is effective for financial statements issued for fiscal years beginning on or
after December 15, 2008, and interim periods within those fiscal years.
Management has not determined yet the effect that adoption of SFAS 160 may have
on our results of operations or financial position.





In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141R ("SFAS 141R"), Business Combinations, which establishes principles and
requirements for how the acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree, goodwill acquired in the business
combination, or a gain from a bargain purchase. SFAS 141R is effective for
financial statements issued for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. Management has not determined yet the effect that adoption of SFAS
141R may have on our results of operations or financial position.





Effective
November 1, 2007, the Company adopted the Financial Accounting Standards Board
(“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an
interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements in accordance with FASB Statement No. 109, Accounting for
Income Taxes. FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. Additionally, FIN 48
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. The adoption of FIN
48 did not have a material impact on the Company’s financial position, results
of operation or liquidity.





~ 9
~





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”, which permits entities to choose to
measure many financial assets and financial liabilities at fair value.
Unrealized gains on items for which the fair value option has been elected are
to be reported in earnings. SFAS 159 will become effective as of the beginning
of the first fiscal year that begins after November 15, 2007. As such, the
Company adopted SFAS 159 effective January 1, 2008. However, the Company has not
elected the fair value option for any financial instruments, and adoption has
not impacted the Company’s financial statements.





Fair
Value Measurements





Effective
January 1, 2008, the Company adopted Financial Accounting Standards Board (FASB)
SFAS No. 157, Fair Value Measurements (SFAS 157). The provisions of SFAS 157 are
applicable to all of the Company’s assets and liabilities that are measured and
recorded at fair value. SFAS 157 establishes a new framework for measuring fair
value and expands related disclosures. SFAS 157 defines fair value as the price
that would be received for an asset or the exit price that would be paid to
transfer a liability in the principal or most advantageous market in an orderly
transaction between market participants. SFAS 157 establishes a fair value
hierarchy that gives the highest priority to observable inputs and the lowest
priority to unobservable inputs. The three levels of the fair value hierarchy
defined by SFAS 157 are described below.





Level 1:
Quoted prices are available in active markets for identical assets or
liabilities. Active markets are those in which transactions for the asset or
liability occur with sufficient frequency and volume to provide pricing
information on an ongoing basis.





Level 2:
Pricing inputs are other than quoted prices in active markets included in Level
1, which are either directly or indirectly observable as of the reporting date.
Level 2 includes those financial instruments that are valued using models or
other valuation methodologies. These models are primarily industry-standard
models that consider various assumptions, including quoted forward prices for
commodities, time value, volatility factors, and current market and contractual
prices for the underlying instruments, as well as other relevant economic
measures. Substantially all of these assumptions are observable in the
marketplace throughout the full term of the instrument, can be derived from
observable data or are supported by observable levels at which transactions are
executed in the marketplace.





Level 3:
Pricing inputs include significant inputs that are generally unobservable from
objective sources. These inputs may be used with internally developed
methodologies that result in management’s best estimate of fair value. Level 3
instruments include those that may be more structured or otherwise tailored to
the Company’s needs.





As
required by SFAS No. 157, financial assets and liabilities are classified in
their entirety based on the lowest level of input that is significant to the
fair value measurement.  The Company’s assessment of the significance
of a particular input to the fair value measurement requires judgment, and may
affect the valuation of fair value assets and liabilities and their placement
within the fair value hierarchy levels.





The
following table discloses by level within the fair value hierarchy the Company’s
assets and liabilities measured and reported on the Consolidated Balance Sheets
as of June 30, 2008, at fair value on a recurring basis:





~ 10
~




Total
                      Level
      I
                      Level
      II
                      Level
      IIIAssets:Performance
      bond
                      $197,401
                      $197,401
                      $0
                      $0Total:
                      $197,401
                      $197,401
                      $0
                      $0





The
performance bond, required to secure the Company’s rights to explore the La
Josefina property, is a step-up coupon US dollar bond issued by the Government
of Argentina with a face value of $600,000. The bond was originally purchased
for $251,613 and had a value of $214,762 at December 31, 2007. As of the quarter
ended June 30, 2008, the value of the bond decreased $197,401.





Concentration
of Credit Risk





The
Company maintains its cash and cash equivalents in multiple financial
institutions.  Balances in the United States are insured by the
Federal Deposit Insurance Corporation (FDIC) up to $100,000 per
institution.  Balances on deposit may occasionally exceed FDIC insured
amounts. All of the Company’s cash in U.S. bank accounts was FDIC insured at
June 30, 2008. The Company also maintains cash in an Argentine bank. The
Argentine accounts, which had a U.S. dollar balance of $284,835 at June 30,
2008, are considered uninsured.





Beneficial
Conversion Feature of Convertible Notes





The
Company has determined that the Convertible Note (discussed in Note 3) contains
a beneficial conversion feature. Following the guidance provided by EITF 00-27
the Company allocated proceeds of convertible debt first to the warrants
issuable upon conversion of the note. The value of the warrants was recorded on
the balance sheet as debt discount and increases to shareholder’s equity. The
debt discounts are being amortized over the remaining life of the convertible
note. The value of warrants in excess of the actual debt advance amounts were
expensed as financing fees.





Once the
Company allocated proceeds of convertible note advances to the warrant values,
the embedded conversion feature of shares issuable on conversion of the notes
was recognized. All amounts relating to the share values were expensed as
financing fees.





Foreign
Currency Translation





Our
international operations use their local currency as their functional currency.
The financial statements of international subsidiaries are translated to their
U.S. dollar equivalents at end-of-period currency exchange rates for assets and
liabilities and at average currency exchange rates for revenues and expenses.
Translation adjustments for international subsidiaries whose local currency is
their functional currency are recorded as a component of accumulated other
comprehensive income (loss) within shareholders' equity. Transaction gains and
losses resulting from fluctuations in currency exchange rates on transactions
denominated in currencies other than the functional currency are recognized as
incurred in the accompanying Consolidated Statements of Income, except for
certain inter-company balances designated as long-term
investments.





Other
Comprehensive Income





The
Company has adopted SFAS 130, “Reporting of Comprehensive Income,” which
establishes guidelines for the reporting and display of comprehensive income
(loss) and its components in financial statements. Comprehensive income (loss)
includes foreign currency translation adjustments and accrued gain or loss on
the performance bond (discussed in Note 5).





~ 11
~





Note
3: Convertible note





In
January 2007, HuntMountain Resources Ltd. obtained an unsecured loan commitment
for multiple advances up to $2,000,000 from Hunt Family Limited Partnership
(“HFLP”), an entity controlled by Tim Hunt, the Company’s Chairman and CEO, for
the specific purpose of providing working capital, surety, bonding and/or
indemnification purposes for HuntMountain Resources Ltd. and its
subsidiaries.





In August
2007, the Company obtained an amended, unsecured loan commitment for multiple
advances up to $5,000,000 from HFLP, effective August 1, 2007, to amend the
previous bridge financing note that was effective on January 31, 2007. The
simple interest rate on the new bridge financing note was eleven percent (11%)
per annum. The aggregate amount of unpaid advances and accrued and unpaid
interest under the amended note was convertible into equity securities of the
Company at the same price and terms as securities sold by the Company to
investors in its next equity financing.  The amended note amends and
restates, and does not evidence payment of, the unsecured loan for multiple
advances effective January 31, 2007.





In
October 2007, the Company obtained an amended and restated convertible unsecured
note for multiple advances up to $5,000,000 (“the October Note”) from HFLP to
provide working capital for the Company and its subsidiaries.  The
amended note was effective on October 23, 2007.  The amended and
restated convertible unsecured note was completed to replace the previous bridge
financing note that was effective August 1, 2007. The simple interest rate of
the October Note is eleven percent (11%) per annum. The aggregate amount of
unpaid advances and accrued and unpaid interest under the amended note is
convertible, in whole or in part, at the option of the holder into units of the
Company’s common stock. Each unit consists of one common share and one common
share purchase warrant at a conversion price of $0.25 per unit. The exercise
price of the warrants issued pursuant to such conversion is set at $0.40 to
acquire one new common share of the Company. The warrants to be issued pursuant
to the conversion of the October note are exercisable for a period of five years
from the conversion date.





In March
2008 the Company received an additional $500,000 advance from HFLP pursuant to
the identical terms of the October Note.  Because, at or prior to
receipt of the advance, HFLP management had notified the Company that it would
convert all balances of principal and interest of the October Note into units as
outlined above, the Company and HFLP agreed that the $500,000 advance in March
2008 would be deemed an advance under the October Note. This advance created an
event of default under the terms of the note; however, HFLP waived the default
and interest penalties stated in the default provision of the October
Note.





In April
of 2008 holders of the October Note converted into units, at the conversion
price of $0.25 per share outstanding principal of $4,747,000, plus accrued
interest of $313,014, of the October Note.  As a result the Company
issued a total of 20,240,056 shares and 20,240,056 warrants.





During
the second quarter the Company drew an additional $3,025,000 on the October
Note, resulting in a balance of $3,525,000 at June 30, 2008.





In
accordance with EITF 00-27, the Company recognized the beneficial conversion
feature associated with the October Note’s convertibility into shares and
warrants. The total value of warrants was determined using the Black Scholes
option pricing model. In employing this model, the Company used the actual three
month T-Bill rate on the advance dates for the risk-free rate. Similarly, the
actual share price on advance dates was used in the calculation.  The
Company assumed expected volatility of 83%, no dividends and a five year horizon
in all Black Scholes option pricing calculations. In the second quarter of 2008,
the total value of warrants from issuances of the October Note was $7,005,000
and the total value of shares was $6,158,000.





~ 12
~





Note
4: Stock option plan





The
Company’s 2005 Stock Plan permits the granting of up to 3,000,000 non-qualified
stock options, incentive stock options, and restricted shares of common stock to
employees, directors, and consultants.  At June 30, 2008, there were
2,575,000 stock options granted to directors, employees, and consultants, of
which 2,190,000 were vested as of June 30, 2008.  The fair value of
each option is estimated on the vesting date using the Black-Scholes option
pricing  model.





There
were 200,000 options that vested during the quarter ended June 30, 2008;
therefore, the Company’s total stock option expense for the quarter was
$129,000.  Expenses for the remaining options will be recorded as they
vest in the remainder of 2008 and 2009.





For
purposes of calculating the fair value of options, volatility for the two years
presented is based on the historical volatility of the Company’s common stock
over its public trading life.  The Company currently does not foresee
the payment of dividends in the near term.  The fair value for these
options was estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions:





Three
      month periods endedJune 30,2008
                            June 30, 2007Weighted
      average risk free rate:
                            
                            1.86%
                            4.92%Weighted
      average volatility:
                            
                            82.8%
                            75%Expected
      dividend yield:
                            
                            0%
                            0%Weighted
      average life (years):
                            
                            5.0
                            2.0





The
following table summarizes the terms of the options outstanding at June 30,
2008:




Number
      of
                          Options
                        Weighted
      Average Exercise
                          Price
                        Weighted
      Average
                          Remaining
                          Contractual
      Life
                          (Years)
                        Number
      of
                          Exercisable
                          Options
      at
                          June
      30, 200890,000
                        $0.20
                        3.64
                        90,000700,000
                        $0.25
                        3.07
                        650,000100,000
                        $0.30
                        3.34
                        100,00010,000
                        $0.34
                        2.08
                        10,00010,000
                        $0.37
                        1.76
                        10,000320,000
                        $0.38
                        4.58
                        210,00050,000
                        $0.40
                        5.00
                        0650,000
                        $0.45
                        4.05
                        600,0005,000
                        $0.55
                        3.01
                        5,00055,000
                        $0.60
                        4.49
                        55,000200,000
                        $0.63
                        3.68
                        175,000385,000
                        $0.76
                        4.90
                        285,000TOTALS
                        2,575,000
                        $0.43
                        3.92
                        2,190,000




~ 13
~





Note
5: Performance bond





During
the quarter ended June 30, 2007, Cerro Cazador S.A. was required to purchase a
performance bond as a condition of the exploration agreement on the La Josefina
property in Argentina.  The bond was originally purchased for
$251,613. As of the quarter ended June 30, 2008, the value of the bond decreased
to $197,401.  The decline in value is presented on our balance sheet
as Other Comprehensive Loss. The bond has a face value of $600,000, or 10% of
our required investment under the terms of the agreement.





Note
6: Commitments





DUN
GLEN PROPERTY – PERSHING COUNTY, NEVADA





The
Company has a lease for the Dun Glen property with an option to purchase a 100%
interest in the claims.  Lease payments began in 2006 and are
considered advance royalty payments.  The term of the lease is 10
years, renewable at the Company’s option for an additional ten
years.  The Company paid $37,500 in advance royalty payments during
the quarter ended June 30, 2007, for this property.  Future annual
advance royalty payments begin at $45,000 per year in 2008 and escalate to
$72,500 per year at the end of the fifth year of the lease and for every year
beyond that, until the lease is terminated or the purchase option is exercised.
During the first quarter of 2008 the Company paid $45,000 in advance royalty
payments for the Dun Glen property. The Company has also agreed to keep the
claims in good standing until the lease is terminated or the purchase option is
exercised.





BAJO
POBRE PROPERTY – SANTA CRUZ PROVINCE, ARGENTINA





On
March 27, 2007, the Company, through its Argentine subsidiary, CCSA, signed a
definitive lease purchase agreement with FK Minera S.A. to acquire a 100%
interest in the Bajo Pobré gold property located in Santa Cruz Province,
Argentina.  The Company may earn up to a 100% equity interest in the
Bajo Pobré property by making cash payments and exploration expenditures over a
five-year earn-in period.  The required expenditures and ownership
levels upon meeting those requirements are:





Year of the
Agreement
                    Payment to FK Minera
      S.A.
                    Exploration Expenditure
      Requirement
                    OwnershipFirst
      year
                    $50,000
                    $250,000
                    0%Second
      year
                    50,000
                    250,000
                    0%Third
      year
                    75,000
                    0
                    51%Fourth
      year
                    75,000
                    0
                    60%Fifth
      year
                    75,000
                    0
                    100%





After
the fifth year, the Company is obligated to pay FK Minera S.A. the greater of a
1% net smelter royalty (“NSR”) on commercial production or $100,000 per
year.  The Company has the option to purchase the NSR for a lump-sum
payment of $1,000,000 less the sum of all royalty payments made to FK Minera
S.A. to that point.





~ 14
~





LA
JOSEFINA PROPERTY - SANTA CRUZ PROVINCE, ARGENTINA





During
the second quarter of 2007, the Company, through its Argentine subsidiary, Cerro
Cazador S.A., was selected as the winning bidder for the La Josefina gold
property in Santa Cruz Province, Argentina.  Through a public bidding
process carried out by Fomento Minero de Santa Cruz Sociedad del Estado
(Fomicruz S.E.), Cerro Cazador S.A. was awarded the right to explore and develop
mineral deposits on La Josefina.  A definitive Exploration Agreement
was executed by the parties in July 2007.  According to the terms of
the Exploration Agreement, the Company will be required to expend $6,000,000 on
the property over a four-year term, including $1,500,000 before July
2008.  The agreement also defines the possible terms for a joint
venture company to be set up between Cerro Cazador S.A. and Fomicruz S.E. in the
event that a positive feasibility study is completed on the La Josefina property
during the exploration period.





ABITIBI
PROPERTIES – QUEBEC, CANADA





During
2006, the Company entered into a definitive Option Agreement for the acquisition
of a 100% interest in two properties in the Abitibi region of
Quebec.  Pursuant to the terms of the Option Agreement, the Company
paid $70,000 ($35,000 for each of the two properties) in cash to the property
owner.  The Company has also agreed to explore these properties and
drill at least three exploration drill holes in each.  The payments
and drilling of exploration drill holes will earn the Company a 100% interest in
each of these properties and give the Company the option to acquire additional
properties from the same property owner at similar terms.  The Company
has also agreed to keep the claims in good standing until the agreement is
terminated.





FACILITY
LEASES:





The
Company has lease commitments on office space and storage space in Liberty Lake,
Washington. The total annual lease obligation for this facility is
$54,792.





Note
7: Investments





The
Company holds an interest in two units of Pondera Partners, Ltd., a producing
oil project located in Teton County, Montana. This investment was valued at cost
on the Company’s balance sheet at $7,331 on June 30, 2008.





Note
8: Property purchase option





On
June 19, 2006, the Company entered into an agreement with Diagnos, Inc.,
(Diagnos) obtaining an exclusive option to acquire a 100% interest in two
prospective gold properties located in the Abitibi region of Québec,
Canada.  The properties consist of 46 claims covering approximately
6,500 acres.





The
Company will acquire a 100% interest in the properties by paying Diagnos a sum
of $70,000 and by conducting an initial exploration program comprised of at
least three drill holes on each property.  During the year ended
December 31, 2006, the Company paid the $70,000 fee, which is shown as property
purchase option on the consolidated balance sheets.  Upon completion
of the initial drilling programs, the Company will have the option to select up
to an additional seven properties in which it may acquire a 100% interest by
paying Diagnos a sum of $40,000 and completing three-hole exploration drilling
programs for each property.  The option will expire if the initial two
properties are not drilled within 48 months from the effective date of the
agreement.





For
each economic discovery made on any of the acquired properties, the Company will
pay Diagnos a bonus of $500,000.  The Company will also grant Diagnos
a 2% Net Smelter Royalty (NSR) for economic discoveries made on the initial or
additional properties, but will retain the option to acquire 1% of the NSR upon
payment of $1 million to Diagnos within five (5) years of making the economic
discovery.  An economic discovery is defined in the agreement as being
the production of a positive feasibility study for a given project in compliance
with Canada’s National Instrument 43-101.





~ 15
~





Note
9: Subsequent events





Subsequent
to June 30, 2008 HFLP converted $5,060,014 of principal and interest owing
pursuant to the October Note into 20,240,056 units consisting of one share and
one warrant per unit.





Subsequent
to June 30, 2008 the Company drew an additional $950,000 from the October
Note.





Note
10: Correction of an error





The
Company has corrected its accounting treatment for certain non-cash adjustments
primarily related to the calculation and recognition of debt discount, financing
charges and amortization of debt discount in accordance with EITF 00-27inconnection with the
debt incurred under the bridge financing. The corrections pertain only to the
three and six month periods ended June 30, 2007.





The
Company had not recognized any accounting treatment relating to debt discount,
financing charges and debt discount amortization pursuant to EITF 00-27. This
resulted in the Company understating net loss and overstating net convertible
debt for the period ended June 30, 2007. The impact of the correction of the
accounting treatment relating to EITF 00-27 is set forth in the following
table:





As Originally
    Reported
                
                
                As Restated
                
                
                Impact of the error Increase
      (Decrease)Income
      Statement for the three month period ended June 30,
    2007Financing
      Charge
                
                $
                -
                
                
                $
                -
                
                
                $
                -Amortization
      of debt discount
                
                
                -
                
                
                
                506,544
                
                
                
                506,544Net
      loss
                
                
                (545,138
                )
                
                
                (1,051,682
                )
                
                
                (506,544
                )Basic
      and fully diluted loss per share
                
                $
                (0.02
                )
                
                $
                (0.03
                )
                
                $
                (0.03
                )Income
      Statement for the six month period ended June 30, 2007Financing
      Charge
                
                $
                -
                
                
                $
                39,176
                
                
                $
                39,176Amortization
      of debt discount
                
                
                -
                
                
                
                766,213
                
                
                
                766,213Net
      loss
                
                
                (1,173,730
                )
                
                
                (1,979,119
                )
                
                
                (805,389
                )Basic
      and fully diluted loss per share
                
                $
                (0.04
                )
                
                $
                (0.06
                )
                
                $
                (0.02
                )Balance
      Sheet at June 30, 2007Short-term
      Note Payable - Related Party, net of debt discount
                
                $
                1,107,000
                
                
                $
                923,926
                
                
                $
                (183,074
                )Total
      current liabilities
                
                
                1,187,765
                
                
                
                1,004,691
                
                
                
                (183,074
                )Additional
      paid-in capital
                
                
                2,433,570
                
                
                
                3,422,033
                
                
                
                988,463Deficit
      Accumulated During the Development Stage
                
                
                (3,375,264
                )
                
                
                (4,180,653
                )
                
                
                (805,389
                )Total
      Stockholders’ Equity (Deficit)
                
                
                (824,673
                )
                
                
                (641,599
                )
                
                
                183,074




~ 16
~





ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS





Forward
Looking Statements





This form
10-Q and other documents we file with the Securities and Exchange Commission
(“SEC”) contain forward-looking statements that are based on current
expectations, estimates, forecasts and projections about us, our future
performance, our business, our beliefs and our management’s
assumptions.  All statements other than statements of historical facts
are forward-looking statements, including any statements of the plans and
objectives of management for future operations, projections of revenue earnings
or other financial items, any statements regarding future economic conditions or
performance, and any statement of assumptions underlying any of the
foregoing.  Some of these forward-looking statements may be identified
by the use of words in the statements such as “anticipate,” “estimate,” “could,”
“would,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “should,”
“may,” “assume,” “continue,” variations of such words and similar
expressions.  These statements are not guarantees of future
performance and involve certain risks, uncertainties, and assumptions that are
difficult to predict.  We caution you that our performance and results
could differ materially from what is expressed, implied, or forecast by our
forward-looking statements due to general financial, economic, regulatory and
political conditions affecting the economy and markets, as well as more specific
risks and uncertainties affecting the Company.  The Company operates
in a rapidly changing environment that involves a number of risks, some of which
are beyond the Company’s control.  Future operating results and the
Company’s stock price may be affected by a number of factors.  Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed in the section entitled “ITEM 1. BUSINESS,” and all
subsections therein, including, without limitation, the subsection entitled,
“FACTORS THAT MAY AFFECT THE COMPANY,” and the section entitled “MARKET FOR
REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS,” all contained in our
Annual Report on Form 10-K for the year ended December 31,
2007.  Given these risks and uncertainties, any or all of these
forward-looking statements may prove to be incorrect.  Therefore, you
should not rely on any such forward-looking statements.  Furthermore,
we do not intend (and we are not obligated) to update publicly any
forward-looking statements.  You are advised, however, to consult any
further disclosures we make on related subjects in our reports to the Securities
and Exchange Commission.





Overview





We are
engaged in the business of acquiring, exploring and developing mineral
properties, primarily those containing gold, silver and associated base metals.
Through our Latin American subsidiaries we hold mining claims in Santa Cruz
province, Argentina and the state of Chihuahua, Mexico. Additionally, we hold an
option to acquire a 100% interest in two properties in the province of Quebec,
Canada and a 10 year lease on a mining property in the state of
Nevada.





The
Company is currently evaluating other exploration and development properties in
North and South America.





Results
of Operations





Three
month period ended June 30, 2008 compared to June 30, 2007





We had no
revenues from operations during the recently completed quarter. Our only income
has been derived from interest and dividends on our cash and cash investments.
Interest and dividend income for the three-month period ended June 30, 2008
increased to $1,965 from $533 for the same period ended June 30, 2007. This
increase was due to the receipt of a dividend payment during the quarter ended
June 30, 2008. In the quarter ended June 30, 2007 the Company did not receive a
similar dividend payment.





We had
a net loss of $16,871,531 during the three-month period ended June 30,
2008.  This compares to a net loss of $1,051,682 during the
three-month period ended June 30, 2007. The increase in our net loss was due to
increased debt discount amortization and financing charges relating to the
Company’s convertible notes, significantly higher exploration expenditures,
higher professional fees, higher payroll expenses and higher interest expense
associated with the company’s convertible notes.





~ 17
~





During
this most recently completed quarter, the Company primarily focused its
exploration expenditures in Argentina.





We
anticipate continuing net losses until such time as we sufficiently develop
properties for production or subsequent acquisition by another company. Our
ongoing expenses consist of exploration expenses on properties that we have
acquired; payroll; investor relations and marketing; travel, administrative and
office expenses; accounting, legal, and consulting expenses related to complying
with reporting requirements of the Securities Exchange Act of 1934; and expenses
incurred in the search for exploration properties that meet our acquisition
criteria.





Working
Capital, Cash and Cash Equivalents





The
Company’s working capital deficit for the three month period ending June 30,
2008 was $(1,512,348) compared to $(958,711) during that same period in 2007.
The ratio of current assets to current liabilities was 0.49 to 1 at June 30,
2008 compared to 0.46 to 1 at June 30, 2007. Working capital decreased during
the three month period ended June 30, 2008 compared to the same period in 2007
due to the Company’s increased exploration activity and the Company’s short-term
convertible debt financing incurred in 2007 and 2008.





Net
cash used in operating activities was $3,755,416 for the three month period in
2008 compared with $1,132,936 used in operating activities in the same period
during 2007.  The increase is the result of the increased net loss
from operations.





During
the period ending June 30, 2008, investing activities used $287,761 compared
with $233,709 during that same period in 2007.  The increase is
primarily due to property deposits paid and the acquisition of equipment during
the second quarter of 2008.





Cash
flow from financing activities was $4,838,442 during the three month period
ended June 30, 2008 compared to $1,107,000 during that same period in 2007. The
increase is primarily the result of the Company’s convertible debt
financing.





As a
result, cash and cash equivalents increased by $722,084 during the three month
period ended June 30, 2008. This compares to a decrease in cash and cash
equivalents of $259,645 in the three month period ended June 30, 2007. The
Company has cash and cash equivalents of $1,375,388 as of June 30, 2008. It will
be necessary for the Company to raise additional capital to continue it business
activities in 2008.





It is
anticipated that expenditures will continue to increase as we move forward with
our exploration programs on our current properties and seek additional
opportunities with other properties.  We have sufficient resources,
including a convertible note due to Hunt Family Limited Partnership, an entity
controlled by the Company’s Chairman and CEO, to meet our financial obligations
until July 31, 2008. We anticipate that this note will be replaced with a
similar note from the same entity if the Company has not secured additional
financing arrangements before that time. The Company intends to pursue financing
opportunities in the Canadian capital markets before July 31,
2008.





~ 18
~





Item
3. Controls and Procedures





Tim
Hunt, the Company’s President and CEO, and Bryn Harman, the Company’s Chief
Financial Officer, have evaluated the Company’s disclosure controls and
procedures as of June 30, 2008. Based upon this evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure
controls and procedures were effective as of June 30, 2008 to give reasonable
assurance that the information required to be disclosed in the reports that the
Company files or submits under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission, and
that such information is also accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosures.





During
the quarter ended June 30, 2008 there were no changes in the Company’s internal
controls or, to the knowledge of the management of the Company, any other
changes that materially affect, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.





PART
II — OTHER INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





None





ITEM
      1A.
            RISK
      FACTORS





There are
no material changes from the risk factors previously disclosed in the Company’s
Annual Report on Form 10-K for the year ending December 31, 2007.





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





During
the Quarter ended June 30, 2008 the Company issued 412,000 units of Common Stock
to partners of Hunt Family Limited Partnership. Each unit consisted of one
common share and one common stock purchase warrant, pursuant to the conversion
of a convertible note. The warrants issued have a $0.40 per share exercise price
and an expiration date of five years from the date of issuance. The private
placement was made pursuant to section 4(2) and Regulation D Rule 506 exemptions
from registration under the Act.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





Not
applicable





~ 19
~




ITEM
      5.
            OTHER
      INFORMATION





None.





ITEM
      6.
            EXHIBITS





31.1 --
            Certification
      required by Rule 13a-14(a) or Rule 15d-14(a). Tim
  Hunt





31.2 --
            Certification
      required by Rule 13a-14(a) or Rule 15d-14(a). Bryn
    Harman





32.1 --
            Certification
      required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the
      Sarbanes-Oxley Act of 2002,  18 U.S.C. Section 1350, Tim
      Hunt





32.2 --
            Certification
      required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the
      Sarbanes-Oxley Act of 2002,  18 U.S.C. Section 1350, Bryn
      Harman





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.







HUNTMOUNTAIN
      RESOURCES LTD./s/
      Tim HuntBY:
                                  
                                  
                                  DATE:  December
      10, 2008TIM
      HUNT, CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE
OFFICER/s/
      Bryn HarmanBY:
                                  
                                  
                                  DATE:
      December 10, 2008BRYN
      HARMAN, CHIEF FINANCIAL OFFICER







~ 20 ~