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 March 31, 2007




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 specified 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. 201Liberty
      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  S  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  S







Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  £  No  S




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  October 7, 2008.












EXPLANATORY
NOTE





This
Amendment #1 on Form 10-Q/A amends and restates items identified below with
respect to the Form 10-QSB filed by HuntMountain Resources Ltd. (the “Company”)
for the period ended March 31, 2007 with the Securities and Exchange Commission
(the “SEC”) on May 15, 2007 (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 Notes 4 and 6 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 31, 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 Sheet
                    
                    March
      31, 2007 (Unaudited)AssetsCURRENT
      ASSETS:Cash
      and Cash Equivalent:Cash
                    
                    
                    
                    
                    $
                    251,856Prepaid
      Expenses
                    
                    
                    
                    
                    
                    14,030Total
      Current Assets
                    
                    
                    
                    
                    
                    265,886EQUIPMENT:Office
      Equipment
                    
                    $
                    11,216Less
      Accumulated Depreciation
                    
                    
                    4,209Total
      Office Equipment
                    
                    
                    
                    
                    
                    
                    7,007OTHER
      ASSETS:Investments
                    
                    
                    7,331Bonds
      for Argentina Property Bid
                    
                    
                    251,613Property
      Purchase Option
                    
                    
                    70,000Total
      Other Assets
                    
                    
                    
                    
                    
                    
                    328,944TOTAL
      ASSETS
                    
                    
                    
                    
                    
                    $
                    601,837Liabilities
      and Stockholders’ Equity (Deficit)CURRENT
      LIABILITIES:Trade
      Accounts Payable
                    
                    
                    
                    
                    
                    $
                    36,566Accrued
      Wages and Related Taxes
                    
                    
                    
                    
                    
                    
                    23,666Short-term
      Note Payable - Related Party, net of debt discount
                    
                    
                    
                    
                    
                    
                    253,107Accrued
      Interest Payable - Related Party
                    
                    
                    
                    
                    
                    
                    14,140Total
      Current Liabilities
                    
                    
                    
                    
                    
                    
                    327,479STOCKHOLDERS’
      EQUITY (DEFICIT):Common
      Stock – 300,000,000 Shares, $0.001 Par Value, Authorized;32,266,285 Shares
      Issued and Outstanding
                    
                    $
                    32,266Preferred
      Stock – 10,000,000 Shares, $0.001 Par Value, Authorized;-0- Shares Issued
      and Outstanding
                    
                    
                    -Additional
      Paid-In Capital
                    
                    
                    3,286,308Retained
      Earnings
                    
                    
                    90,527Deficit
      Accumulated During the Development Stage
                    
                    
                    (3,128,972
                    )Accumulated
      Other Comprehensive Loss
                    
                    
                    (5,772
                    )Total
      Stockholders’ Equity (Deficit)
                    
                    
                    
                    
                    
                    
                    274,358TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                    
                    
                    
                    
                    
                    $
                    601,837




See
      accompanying condensed notes to consolidated interim financial
      statements.


3




HuntMountain
      Resources Ltd. and Subsidiaries(An
      Exploration Stage Enterprise)Consolidated
      Statements of Income




Three
      Months Ended March 31,
                          
                          
                          From
      Inception of Development Stage July 1, 2005 through2007
                          
                          
                          2006
                          
                          
                          March 31, 2007(Unaudited)
                          
                          
                          (Unaudited)
                          
                          
                          (Unaudited)INCOME:Dividend
      and Interest Income
                          
                          $
                          265
                          
                          
                          $
                          6,227
                          
                          
                          $
                          65,500EXPENSES:Professional
      Fees
                          
                          
                          36,446
                          
                          
                          
                          15,985
                          
                          
                          
                          133,711Marketing
                          
                          
                          9,300
                          
                          
                          
                          2,265
                          
                          
                          
                          116,267Exploration
      Expenses
                          
                          
                          399,013
                          
                          
                          
                          71,786
                          
                          
                          
                          1,514,475Travel
      Expenses
                          
                          
                          17,617
                          
                          
                          
                          12,998
                          
                          
                          
                          113,159Administrative
      and Office Expenses
                          
                          
                          17,643
                          
                          
                          
                          23,400
                          
                          
                          
                          176,538Payroll
      Expenses
                          
                          
                          124,763
                          
                          
                          
                          63,430
                          
                          
                          
                          523,799Stock
      Option Compensation Expense
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          71,000Stock
      Options Issued for Services
                          
                          
                          9,000
                          
                          
                          
                          132,000
                          
                          
                          
                          230,750Interest
      Expense
                          
                          
                          14,140
                          
                          
                          
                          -
                          
                          
                          
                          14,140Depreciation
      Expense
                          
                          
                          935
                          
                          
                          
                          351
                          
                          
                          
                          4,210Financing
      charge
                          
                          
                          39,176
                          
                          
                          
                          -
                          
                          
                          
                          39,176Amortization
      of debt discount
                          
                          
                          259,670
                          
                          
                          
                          -
                          
                          
                          
                          259,670Total
      Expenses
                          
                          
                          927,703
                          
                          
                          
                          322,215
                          
                          
                          
                          3,196,895LOSS
      BEFORE OTHER INCOME
                          
                          
                          (927,438
                          )
                          
                          
                          (315,988
                          )
                          
                          
                          (3,131,395
                          )OTHER
      INCOME:Income
      from Partnership Interest
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,423NET
      LOSS
                          
                          $
                          (927,438
                          )
                          
                          $
                          (315,988
                          )
                          
                          $
                          (3,128,972
                          )BASIC
      LOSS PER SHARE, Based onWeighted-Average Shares
      Outstanding
                          
                          $
                          (0.03
                          )
                          
                          $
                          (0.02
                          )WEIGHTED-AVERAGE
      COMMONSHARES OUTSTANDING
                          
                          
                          32,266,285
                          
                          
                          
                          16,500,000




See
      accompanying condensed notes to consolidated interim financial
      statements.




4




HuntMountain
      Resources Ltd. and Subsidiaries(An
      Exploration Stage Enterprise)Consolidated
      Statements of Cash Flows




Three
      Months Ended March 31,
                            
                            
                            From
      Inception of Development Stage July 1, 2005 through2007
                            
                            
                            2006
                            
                            
                            March 31, 2007(Unaudited)
                            
                            
                            (Unaudited)
                            
                            
                            (Unaudited)Increase
      (Decrease) in Cash and Cash EquivalentsCASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                            
                            $
                            (927,438
                            )
                            
                            $
                            (315,988
                            )
                            
                            $
                            (3,128,972
                            )Adjustments
      to Reconcile Net Loss to Net CashUsed
      in Operating ActivitiesDepreciation
                            
                            
                            935
                            
                            
                            
                            351
                            
                            
                            
                            4,209Stock
      Option Compensation Expense
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            71,000Common
      Stock Issued for Services
                            
                            
                            9,000
                            
                            
                            
                            132,000
                            
                            
                            
                            230,750Financing
      charge
                            
                            
                            39,176
                            
                            
                            
                            -
                            
                            
                            
                            39,176Amortization
      of debt discount
                            
                            
                            259,670
                            
                            
                            
                            -
                            
                            
                            
                            259,670Gain
      on sale of precious metal investments
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (15,194
                            )(Increase)
      Decrease in Prepaid Assets
                            
                            
                            4,595
                            
                            
                            
                            3,656
                            
                            
                            
                            (14,030
                            )Increase
      in Accrued Liabilities
                            
                            
                            13,340
                            
                            
                            
                            15,802
                            
                            
                            
                            61,372Net
      Cash Used in Operating Activities
                            
                            
                            (600,722
                            )
                            
                            
                            (164,178
                            )
                            
                            
                            (2,492,018
                            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of Equipment
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (11,216
                            )Sale
      of Precious Metal Investments
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            28,913Bonds
      for Argentina Property Bid
                            
                            
                            (251,613
                            )
                            
                            
                            -
                            
                            
                            
                            (251,613
                            )Property
      Purchase Option
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (70,000
                            )Net
      Cash Used in Investing Activities
                            
                            
                            (251,613
                            )
                            
                            
                            -
                            
                            
                            
                            (303,916
                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from Sales of Common Stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,132,870Proceeds
      from Note Payable - Related Party
                            
                            
                            807,000
                            
                            
                            
                            -
                            
                            
                            
                            807,000Net
      Cash Provided by Financing
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Activities
                            
                            
                            807,000
                            
                            
                            
                            -
                            
                            
                            
                            1,939,870NET
      DECREASE IN CASH AND CASHEQUIVALENTS
                            
                            
                            (45,335
                            )
                            
                            
                            (164,178
                            )
                            
                            
                            (856,065
                            )CASH
      AND CASH EQUIVALENTS, BEGINNINGOF PERIOD
                            
                            
                            297,191
                            
                            
                            
                            901,162
                            
                            
                            
                            1,107,921CASH
      AND CASH EQUIVALENTS, ENDOF PERIOD
                            
                            $
                            251,856
                            
                            
                            $
                            736,984
                            
                            
                            $
                            251,856




See
      accompanying condensed notes to consolidated interim financial
      statements.


5


HUNTMOUNTAIN
RESOURCES, LTD.


CONDENSED
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS





NOTE
1 - BASIS OF PRESENTATION




The
unaudited financial statements have been prepared by HuntMountain Resources (the
Company), 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-KSB for the year
ended December 31, 2006, which was filed April 16, 2007.  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 March 31, 2007, and its results of operations for the three-month periods
ended March 31, 2007 and 2006, and its cash flows for the three-month periods
ended March 31, 2007 and 2006.  The interim results reflected in the
foregoing financial statements are not considered indicative of the results
expected for the full fiscal year.




NOTE
2 - STOCK OPTION PLAN





At March
31, 2007, there were 1,400,000 stock options granted to directors, employees,
and consultants, of which 1,100,000 are vested as of March 31,
2007.  The fair value of each option is estimated on the vesting date
using the Black-Scholes Option Price Calculation.  The following
assumptions were made in estimating fair value of the options that became vested
during the quarter ended March 31, 2007: risk free interest rate of 4.92%;
volatility of 75%; expected dividend rate of 0%; and expected life of two
years.  An expense of $9,000 for 50,000 Non-Qualified Stock Options
issued to a consultant and vested during the quarter was recorded in the
first quarter of 2007.  Expenses for the remaining options will be
recorded as they vest in the remainder of 2007 and in 2008.  The
following table summarizes the terms of the options outstanding at March 31,
2007:





Number
      of
                    Options
                  
                  
                  Weighted
      Average Exercise
                    Price
                  
                  
                  Weighted
      Average
                    Remaining
                    Contractual
      Life
                    (Years)
                  
                  
                  Number
      of
                    Exercisable
                    Options
      at
                    March 31,
      200790,000
                  
                  
                  $
                  0.20
                  
                  
                  
                  4.71
                  
                  
                  
                  40,000700,000
                  
                  
                  $
                  0.25
                  
                  
                  
                  4.19
                  
                  
                  
                  600,000100,000
                  
                  
                  $
                  0.30
                  
                  
                  
                  4.59
                  
                  
                  
                  100,00010,000
                  
                  
                  $
                  0.34
                  
                  
                  
                  3.34
                  
                  
                  
                  10,00010,000
                  
                  
                  $
                  0.37
                  
                  
                  
                  3.02
                  
                  
                  
                  10,00050,000
                  
                  
                  $
                  0.38
                  
                  
                  
                  5.00
                  
                  
                  
                  0150,000
                  
                  
                  $
                  0.45
                  
                  
                  
                  4.51
                  
                  
                  
                  150,00010,000
                  
                  
                  $
                  0.55
                  
                  
                  
                  4.26
                  
                  
                  
                  10,00025,000
                  
                  
                  $
                  0.58
                  
                  
                  
                  4.24
                  
                  
                  
                  25,00055,000
                  
                  
                  $
                  0.60
                  
                  
                  
                  4.97
                  
                  
                  
                  5,000200,000
                  
                  
                  $
                  0.63
                  
                  
                  
                  4.70
                  
                  
                  
                  150,000TOTALS
                  
                  
                  1,400,000
                  
                  
                  $
                  0.354
                  
                  
                  
                  4.40
                  
                  
                  
                  1,100,000


6




NOTE
3 – WARRANTS OUTSTANDING





In
December 2006, the Company sold 300,000 units at a price of $0.43 to Hunt Family
Limited Partnership (HFLP), a Washington Limited Partnership controlled by the
Company’s Chairman and CEO as part of a private placement.  Each unit
was comprised of one share of the Company’s common stock and one redeemable
warrant to purchase one share of the Company’s common stock, exercisable at
$0.60 for a period of 2 years.  The private placement was made
pursuant to a Regulation D Rule 506 exemption from registration under the
Securities Act of 1933, as amended.  There was no commission paid,
directly or indirectly, to any person in conjunction with the sale of the
units.  The Company received gross proceeds of $129,000 from the
offering.  In connection with the transaction, the Company issued
warrants to acquire an additional 300,000 shares of common stock at a price of
$0.60 per share.  These 300,000 warrants are still outstanding as of
March 31, 2007.





NOTE
4 – COMMITMENTS





As of the
quarter ended March 31, 2007, the Company has agreements to pay advance royalty
and lease payments on exploration properties.  The commitments are as
follows:





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 March 31, 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.   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





The
Company, through its wholly owned subsidiary, Cerro Cazador S.A., has leased the
Bajo Pobré property, with an option to purchase a 100% interest in the claims,
from FK Minera, an Argentine company. Lease payments began in 2007, and there
are also required exploration expenditures.  The term of the lease is
5 years, and after the fifth year, Cerro Cazador shall pay FK Minera the greater
of a 1% NSR royalty on commercial production or a minimum royalty payment of
US$100,000 per year. The Company has the option to purchase the NSR Royalty at
any time for a lump sum payment of US$1,000,000 less the sum of all royalty
payments made to FK Minera to that point.  The first year’s lease
payment is $50,000 and the required exploration expenditures are $250,000. The
second year’s lease payment is $50,000 and the required exploration expenditures
are $250,000. There are no further required exploration expenditures after the
second year.  After the third year’s payment of $75,000, the Company
will have acquired a 51% ownership interest in the claims.  After the
fourth year’s payment of $75,000, the Company will have acquired a 60% ownership
interest.  After the fifth year’s payment of $75,000, the Company will
have acquired a 100% interest in the claims.


COMMITMENTS
(continued):


7


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 two facilities.  The leased
facilities are the offices and storage space in Liberty Lake, Washington, and
Winnemucca, Nevada.  The total annual lease obligations for these
facilities are approximately $34,000.





BRIDGE
FINANCING:





As of
January 31, 2007, HuntMountain Resources has obtained an unsecured loan
commitment for multiple advances up to $2,000,000 from Tim Hunt, the Company’s
Chairman and CEO, and/or entities controlled by Mr. Hunt, for the specific
purpose of providing working capital, surety, bonding and/or indemnification
purposes for HuntMountain Resources and its subsidiaries.  The
maturity on the loan(s) shall be not more than 180 days beyond the date of the
note(s).  The simple interest rate shall be not more than eleven
percent (11%) per annum on the actual day’s accrual basis.  A loan fee
shall not exceed one percent (1%).  It is the understanding of the
parties that the loan is to be repaid through receipt of cash from securities
sales in a HuntMountain Resources private placement.  At the
creditor’s discretion the outstanding principal and interest may be converted
into units, valued at $0.43, with each unit consisting of one share of common
stock and one warrant to acquire one additional share of common stock at $0.60
for a period up to 2 years.  The total of the advances received under
this loan commitment as of March 31, 2007, is $807,000.  Additionally,
for the first quarter of 2007, the Company has recorded interest expense related
to this debt in the amount of $14,140.





In
accordance with EITF 00-27, the Company recognized a beneficial conversion
feature associated with the notes convertibility into shares and warrants. The
total value of warrants was determined using the Black Scholes Option Price
Calculation. 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 82%, no dividends and a two year horizon in all Black
Scholes Option Price calculations. The total value of warrants was $532,052 and
the total value of shares was $320,597 in the first quarter of
2007.





Following
the guidance provided by EITF 00-27 the Company allocated proceeds first to the
warrants issuable upon conversion of the note. The value of the warrants was
recorded on the balance sheet as debt discounts 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.


8


NOTE
5 - SUBSEQUENT EVENTS





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.  The parties plan to execute a
definitive Exploration Agreement by the end of May 2007.





NOTE
6 – 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 (See Note 4).





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 March 31, 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 March 31,
    2007Financing
      Charge
                
                $
                -
                
                
                $
                39,176
                
                
                $
                39,176Amortization
      of debt discount
                
                
                -
                
                
                
                259,670
                
                
                
                259,670Net
      loss
                
                
                (628,592
                )
                
                
                (927,438
                )
                
                
                (298,846
                )Basic
      and fully diluted loss per share
                
                $
                (0.02
                )
                
                $
                (0.03
                )
                
                $
                (0.01
                )Balance
      Sheet at March 31, 2007Short-term
      Note Payable - Related Party, net of debt discount
                
                $
                807,000
                
                
                $
                253,107
                
                
                $
                (553,893
                )Total
      current liabilities
                
                
                881,372
                
                
                
                327,479
                
                
                
                (553,893
                )Additional
      paid-in capital
                
                
                2,433,570
                
                
                
                3,286,308
                
                
                
                852,738Deficit
      Accumulated During the Development Stage
                
                
                (2,830,126
                )
                
                
                (3,128,972
                )
                
                
                (298,846
                )Total
      Stockholders’ Equity (Deficit)
                
                
                (279,535
                )
                
                
                274,358
                
                
                
                553,893








ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS





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 March 31, 2007
decreased to $265 from $6,227 for the same period ended March 31, 2006. This
decrease is due to the fact that the Company had less cash on hand during the
quarter ended March 31, 2007 than during the same period ended March 31,
2006.  During the second quarter of 2006, the Company earned interest
on the cash received from the exercise of warrants.





We had a
net loss of $927,438 during the three-month period ended March 31,
2007.  This compares to net loss of $315,988 during the three-month
period ended March 31, 2006. The increase in our net loss was due to the
significantly increased level of exploration, the inclusion of debt discount
amortization costs that began in the first three months of 2007 and increased
payroll-related costs, partially offset by significantly lower stock option
expenses for services by consultants.  For the quarter ended March 31,
2007, the Company incurred non-cash expenses for stock options granted to a
consultant of $9,000 compared to a non-cash expense for stock options granted to
our directors in the first quarter of 2006 of $132,000.   During
this most recently completed quarter, the Company primarily focused its
exploration expenditures on its El Gateado property in Argentina. This
exploration included a drill program and the associated core
processing.  Due to this exploration program, during the three-month
period ended March 31, 2007 we had significantly higher exploration expenses
than during the three-month period ended March 31, 2006.  In addition
to exploration, expenses relating to professional fees to consultants and
payroll were also higher during the quarter ended March 31, 2007 than during the
quarter ended March 31, 2006, partially offset by lower stock option expenses
for services by consultants.


9


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 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; expenses incurred in the search for exploration properties that meet
our acquisition criteria; and exploration expenses on the properties that we
have acquired.





Plan
of Operation





The
Company intends to continue the exploration, development, and if warranted, the
mining of properties containing silver, gold, and associated based metals and
other opportunities within the mineral industry throughout North and South
America. At this time, the Company has interests in six exploration properties
in the Santa Cruz province of Argentina, the Dun Glen Gold Project in Pershing
County Nevada, and two exploration properties in the Abitibi region of Quebec,
Canada.  The Company intends to conduct mineral exploration and/or
secure joint venture partners on each of these properties.  In
addition, the Company is actively evaluating properties in order to identify
additional projects that meet the Company’s acquisition criteria.  The
Company has engaged the services of consultants to assist in our exploration
programs and in the identification of mineral properties for possible
acquisition.





The
Company currently has five full-time employees. In addition to the services
provided by those employees, we anticipate utilizing the services of consultants
to accomplish our plans of operation in the near term.





Santa
Cruz - Argentina





The
Company owns the mineral exploration rights to six property positions in the
highly prospective Santa Cruz Province of Argentina totaling approximately
260,000 acres (over 1,000 sq. km).  The properties, La Josefina
(pending finalization of our exploration agreement), Bajo Pobré, El Alazan, El
Overo, El Gateado, and El Tordillo are located within the same geological
setting as the Cerro Vanguardia gold mine operated by AngloGold Ashanti and
Coeur d’Alene Mines’ Mina Martha silver project. The region also hosts several
other advanced stage precious metal deposits including San Jose and Manantial
Espejo.   The Company has renewed the contract of an Argentine
senior geologist with extensive experience in Santa Cruz to implement the field
exploration program that includes detailed geologic mapping, diamond core
drilling, and geochemical sampling.  Channel samples and preliminary
drill results from the El Gateado property have indicated sufficient
mineralization to merit further exploration and drilling.  Upon the
finalization of our exploration agreement with Fomicruz, the La Josefina
property owner, the Company will initiate a sampling and drilling program at La
Josefina with the goal of delineating a mineral resource.


10


Dun
Glen Gold Project - Nevada





The Dun
Glen Gold Project consists of 94 contiguous unpatented lode mining claims
covering approximately 1,700 acres within the Sierra Mining District, an area
with historic published production of at least 250,000 ounces of gold from both
lode and placer sources.  From 1862 to1880, and throughout the early
20th century, gold production occurred within the project area at a number of
small underground mines.  During 2006, the Company implemented a field
exploration program at Dun Glen which included surface geochemical sampling, a
geophysical survey, and detailed geologic mapping to delineate drill
targets.  A ground magnetic survey took place in July 2006, and an
initial drill program was commenced where approximately 3,600 feet of core was
drilled in four exploration holes.  The program was suspended in
December 2006 due to winter conditions





Quebec
- Canada





During
2006, the Company acquired an option on a 100 percent interest in two
prospective gold properties in the prominent Chibougamau and Abitibi regions of
northwestern Quebec.  The Lac à l’Eau Jaune property is 35 kilometers
south of Chibougamau, and the Malartic Surimau property is 40 kilometers west of
Val d’Or.  Together, these projects consist of 46 claims covering
approximately 6,500 acres of terrain known to host high-grade gold
mineralization within regions that have collectively produced approximately 180
million ounces of gold.  The Company expects to be conducting
exploration mapping, sampling, and drilling within each project area, and it has
engaged the services of a Canadian senior geologist with extensive experience in
the Abitibi and Chibougamau regions of Quebec to prepare a comprehensive
exploration plan for the two properties.





Liquidity





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.  While we have sufficient
resources to meet our financial obligations for the next twelve months, we are
also planning to raise funds through an equity offering to expand our
exploration programs and acquire additional properties.





Forward
Looking Statements





Some
information contained in or incorporated by reference into this report may
contain forward looking statements.  The use of any of the words
“development”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “project”,
“believe”, and similar expressions are intended to identify
uncertainties.  We believe the expectations reflected in those forward
looking statements are reasonable.  However, we cannot assure that the
expectations will prove to be correct.  Actual results could differ
dramatically from those anticipated in these forward looking statements as a
result of the factors set forth below and other factors set forth and
incorporated by reference into this report:





•           Worldwide
economic and political events affecting the supply of and demand for gold,
silver, copper, and other base and precious metals


•           Volatility
in the market price for gold, silver, copper, and other base and precious
metals


•           Financial
market conditions and the availability of financing on terms acceptable to the
Company


•           Uncertainties
associated with the development of exploration properties in certain
geographical locations


•           Geological,
technical, permitting, mining, and processing problems


•           The
availability, terms, conditions, and timing of require governmental permits and
approvals


•           Uncertainty
regarding future changes in applicable law or implementation of existing
law


11


•           The
availability of experienced employees


•           The
factors discussed under “Risk Factors” in our Form 10KSB for the period ending
December 31, 2005





ITEM
3. CONTROLS AND PROCEDURES





Within
the 90 days prior to the date of this report, the company carried out an
evaluation, under the supervision and with the participation of the company’s
management, including the company’s principal executive officer and principal
financial officer, of the effectiveness of the design and operation of the
company’s disclosure controls and procedures pursuant to Exchange Act Rule
13a-14.  Based upon that evaluation, the principal executive officer
and principal financial officer concluded that the company’s disclosure controls
and procedures are effective in timely alerting them to material information
relating to the company required to be included in the company’s periodic SEC
filings.





ITEM
4. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND HEDGING
ACTIVITIES





All of
our cash balances are held in U.S. dollars in local and national banking
institutions.  We manage the timing of our cash requirements for
exploration and general corporate purposes by maintaining liquidity in our money
market account.





PART
II OTHER INFORMATION





Items
deleted are not applicable.





ITEM
5.  OTHER INFORMATION





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


12




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





/s/ Tim
Hunt





TIM HUNT,
PRESIDENT, CEO AND CHAIRMAN





DATE:  October
7, 2008








HUNTMOUNTAIN
RESOURCES





/s/ Bryn
Harman





BRYN
HARMAN, CHIEF FINANCIAL OFFICER





DATE:
October 7, 2008






13