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 September 30, 2007





£
            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. 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 £  NoT





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
November 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 September 30, 2007 with the Securities and Exchange
Commission (the “SEC”) on December 11, 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 5
and 7 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
                                                                (A
      Development Stage Enterprise)Consolidated Balance Sheet
                                                              
                                                              September30, 2007 (Unaudited)AssetsCURRENT
      ASSETS:Cash
      and Cash Equivalents
                                                              
                                                              $
                                                              137,691Accrued
      Interest
                                                              
                                                              
                                                              3,990Prepaid
      Expenses-Other
                                                              
                                                              
                                                              2,807Total
      Current Assets
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              $
                                                              144,488EQUIPMENT:Office
      Equipment
                                                              
                                                              
                                                              11,216Less
      Accumulated Depreciation
                                                              
                                                              
                                                              6,079Total
      Office Equipment
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              5,137OTHER
      ASSETS:Investments
                                                              
                                                              
                                                              7,331Performance
      Bond
                                                              
                                                              
                                                              212,428Property
      Deposits
                                                              
                                                              
                                                              67,000Property
      Purchase Option
                                                              
                                                              
                                                              70,000Total
      Other Assets
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              356,759TOTAL
      ASSETS
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              $
                                                              506,384Liabilities
      and Stockholders’ Equity (Deficit)CURRENT
      LIABILITIES:Trade
      Accounts Payable
                                                              
                                                              $
                                                              54,384Accrued
      Wages and Related Taxes
                                                              
                                                              
                                                              49,891Short-term
      Note Payable - Related Party, net of debt discount
                                                              
                                                              
                                                              828,558Accrued
      Interest Payable - Related Party
                                                              
                                                              
                                                              84,926Total
      Current Liabilities
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              1,017,759STOCKHOLDERS’
      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
                                                              
                                                              
                                                              4,820,502Retained
      Earnings
                                                              
                                                              
                                                              90,527Deficit
      Accumulated During the Development Stage
                                                              
                                                              
                                                              (5,409,713
                                                              )Accumulated
      Other Comprehensive Loss
                                                              
                                                              
                                                              (44,957
                                                              )Total
      Stockholders’ Equity (Deficit)
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (511,375
                                                              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              $
                                                              506,384See accompanying notes to consolidated financial
      statements.





~ 3
~





HuntMountain
Resources Ltd.  and Subsidiaries


(A Development StageEnterprise)





Consolidated Statements of Income








Three
      Months Ended
                      September30,
                    
                    
                    Nine
      Months Ended
                      September30,
                    
                    
                    From
      Inception
                      of
      Development Stage
                      July1, 2005 through
                      September30,
      20072007
                    
                    
                    2006
                    
                    
                    2007
                    
                    
                    2006(Unaudited)
                    
                    
                    (Unaudited)
                    
                    
                    (Unaudited)
                    
                    
                    (Unaudited)INCOME:Dividend
      and Interest Income
                    
                    $
                    4,124
                    
                    
                    $
                    12,753
                    
                    
                    $
                    4,922
                    
                    
                    $
                    31,912
                    
                    
                    $
                    70,157EXPENSES:Professional
      Fees
                    
                    
                    55,198
                    
                    
                    
                    24,927
                    
                    
                    
                    135,011
                    
                    
                    
                    68,750
                    
                    
                    
                    232,276Marketing
                    
                    
                    26,581
                    
                    
                    
                    15,289
                    
                    
                    
                    56,731
                    
                    
                    
                    56,517
                    
                    
                    
                    163,697Exploration
      Expenses
                    
                    
                    362,651
                    
                    
                    
                    257,792
                    
                    
                    
                    1,026,295
                    
                    
                    
                    437,760
                    
                    
                    
                    2,141,758Travel
      Expenses
                    
                    
                    16,692
                    
                    
                    
                    29,869
                    
                    
                    
                    68,817
                    
                    
                    
                    69,758
                    
                    
                    
                    164,360Administrative
      and Office Expenses
                    
                    
                    29,503
                    
                    
                    
                    17,914
                    
                    
                    
                    67,470
                    
                    
                    
                    63,471
                    
                    
                    
                    226,364Payroll
      Expenses
                    
                    
                    146,274
                    
                    
                    
                    64,677
                    
                    
                    
                    403,874
                    
                    
                    
                    196,643
                    
                    
                    
                    802,910Stock
      Option Compensation Expense
                    
                    
                    12,600
                    
                    
                    
                    21,500
                    
                    
                    
                    12,600
                    
                    
                    
                    21,500
                    
                    
                    
                    83,600Stock
      Options Issued for Services
                    
                    
                    122,500
                    
                    
                    
                    21,800
                    
                    
                    
                    131,500
                    
                    
                    
                    160,550
                    
                    
                    
                    353,250Interest
      Expense
                    
                    
                    42,568
                    
                    
                    
                    -
                    
                    
                    
                    84,928
                    
                    
                    
                    -
                    
                    
                    
                    84,927Depreciation
      Expense
                    
                    
                    935
                    
                    
                    
                    935
                    
                    
                    
                    2,804
                    
                    
                    
                    1,637
                    
                    
                    
                    6,080Financing
      charge
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    39,176
                    
                    
                    
                    -
                    
                    
                    
                    39,176Amortization
      of debt discount
                    
                    
                    418,002
                    
                    
                    
                    -
                    
                    
                    
                    1,184,215
                    
                    
                    
                    -
                    
                    
                    
                    1,184,215Total
      Expenses
                    
                    
                    1,233,504
                    
                    
                    
                    454,703
                    
                    
                    
                    3,213,421
                    
                    
                    
                    1,076,586
                    
                    
                    
                    5,482,613LOSS
      BEFORE OTHER INCOME
                    
                    
                    (1,229,380
                    )
                    
                    
                    (441,950
                    )
                    
                    
                    (3,208,499
                    )
                    
                    
                    (1,044,674
                    )
                    
                    
                    (5,412,456
                    )OTHER
      INCOME:Income
      from Partnership Interest
                    
                    
                    320
                    
                    
                    
                    634
                    
                    
                    
                    320
                    
                    
                    
                    1,251
                    
                    
                    
                    2,743NET
      LOSS
                    
                    $
                    (1,229,060
                    )
                    
                    $
                    (441,316
                    )
                    
                    $
                    (3,208,179
                    )
                    
                    $
                    (1,043,423
                    )
                    
                    $
                    (5,409,713
                    )BASIC
      LOSS PER SHARE, Based on Weighted-Average Shares
    Outstanding
                    
                    $
                    (0.04
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.10
                    )
                    
                    $
                    (0.04
                    )WEIGHTED-AVERAGE
      COMMON SHARES OUTSTANDING
                    
                    
                    32,266,285
                    
                    
                    
                    31,945,436
                    
                    
                    
                    32,266,285
                    
                    
                    
                    25,551,945





~ 4
~





HuntMountain
Resources Ltd. and Subsidiaries


(A Development StageEnterprise)





Consolidated Statements of Cash
Flows











Nine
      Months Ended
                                                    September30,
                                                  
                                                  
                                                  From
      Inception
                                                    of
      Development Stage
                                                    July 1,
      2005 through
                                                    September.30, 20072007
                                                  
                                                  
                                                  2006(Unaudited)
                                                  
                                                  
                                                  (Unaudited)Increase
      (Decrease) in Cash and Cash EquivalentsCASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                                                  
                                                  $
                                                  (3,208,179
                                                  )
                                                  
                                                  $
                                                  (1,043,423
                                                  )
                                                  
                                                  $
                                                  (5,409,713
                                                  )Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
    ActivitiesDepreciation
                                                  
                                                  
                                                  2,804
                                                  
                                                  
                                                  
                                                  1,637
                                                  
                                                  
                                                  
                                                  6,078Stock
      Option Compensation Expense
                                                  
                                                  
                                                  12,600
                                                  
                                                  
                                                  
                                                  21,500
                                                  
                                                  
                                                  
                                                  83,600Common
      Stock Options Issued for Services
                                                  
                                                  
                                                  131,500
                                                  
                                                  
                                                  
                                                  160,550
                                                  
                                                  
                                                  
                                                  353,250Gain
      on sale of precious metal investments
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (15,194
                                                  )Increase
      in Accrued Interest
                                                  
                                                  
                                                  (3,990
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (3,990
                                                  )(Increase)
      Decrease in Prepaid Assets
                                                  
                                                  
                                                  15,818
                                                  
                                                  
                                                  
                                                  10,748
                                                  
                                                  
                                                  
                                                  (2,807
                                                  )Increase
      in Accrued Liabilities
                                                  
                                                  
                                                  128,169
                                                  
                                                  
                                                  
                                                  91,264
                                                  
                                                  
                                                  
                                                  176,201Financing
      charge
                                                  
                                                  
                                                  39,176
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  39,176Amortization
      of debt discount
                                                  
                                                  
                                                  1,184,215
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,184,215Net
      Cash Used in Operating Activities
                                                  
                                                  
                                                  (1,697,887
                                                  )
                                                  
                                                  
                                                  (757,724
                                                  )
                                                  
                                                  
                                                  (3,589,184
                                                  )CASH
      FLOWS FROM INVESTING ACTIVITIES:Sale
      of Precious Metal Investments
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  28,913Purchase
      of Performance Bond
                                                  
                                                  
                                                  (251,613
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (251,613
                                                  )Payment
      of Property Deposit
                                                  
                                                  
                                                  (67,000
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (67,000
                                                  )Property
      Purchase Option & Acquisition of Equipment
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (77,000
                                                  )
                                                  
                                                  
                                                  (81,216
                                                  )Net
      Cash Used in Investing Activities
                                                  
                                                  
                                                  (318,613
                                                  )
                                                  
                                                  
                                                  (77,000
                                                  )
                                                  
                                                  
                                                  (370,916
                                                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from Sales of Common Stock
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,003,870
                                                  
                                                  
                                                  
                                                  1,132,870Proceeds
      from Note Payable - Related Party
                                                  
                                                  
                                                  1,857,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,857,000Net
      Cash Provided by Financing Activities
                                                  
                                                  
                                                  1,857,000
                                                  
                                                  
                                                  
                                                  1,003,870
                                                  
                                                  
                                                  
                                                  2,989,870NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                  
                                                  
                                                  (159,500
                                                  )
                                                  
                                                  
                                                  169,146
                                                  
                                                  
                                                  
                                                  (970,230
                                                  )CASH AND CASH
      EQUIVALENTS, BEGINNING OF PERIOD
                                                  
                                                  
                                                  297,191
                                                  
                                                  
                                                  
                                                  901,162
                                                  
                                                  
                                                  
                                                  1,107,921CASH AND CASH
      EQUIVALENTS, END OF PERIOD
                                                  
                                                  $
                                                  137,691
                                                  
                                                  
                                                  $
                                                  1,070,308
                                                  
                                                  
                                                  $
                                                  137,691See accompanying notes to consolidated 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 Ltd.
(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 September 30, 2007, and its results of operations and cash flows for the
three- and nine-month periods ended September 30, 2007 and September 30,
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
September 30, 2007, there were 2,190,000 stock options granted to directors,
employees, and consultants, of which 1,730,000 are vested as of September 30,
2007.  The fair value of each option is estimated on the vesting date
using the Black-Scholes Option Price Calculation.  There were 660,000
options that vested during the quarter ended September 30, 2007; therefore, the
Company’s total stock option expense for the quarter was
$135,100.  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 September 30,
2007:








Number of
                    Options
                  
                  
                  Weighted
                    Average Exercise
                    Price
                  
                  
                  Weighted Average
                    Remaining
                    Contractual Life
                    (Years)
                  
                  
                  Number of
                    Exercisable
                    Options at
                    September 30, 200790,000
                  
                  
                  $
                  0.20
                  
                  
                  
                  4.39
                  
                  
                  
                  90,000700,000
                  
                  
                  $
                  0.25
                  
                  
                  
                  3.76
                  
                  
                  
                  600,000100,000
                  
                  
                  $
                  0.30
                  
                  
                  
                  4.09
                  
                  
                  
                  100,00010,000
                  
                  
                  $
                  0.34
                  
                  
                  
                  2.84
                  
                  
                  
                  10,00010,000
                  
                  
                  $
                  0.37
                  
                  
                  
                  2.52
                  
                  
                  
                  10,000220,000
                  
                  
                  $
                  0.38
                  
                  
                  
                  4.98
                  
                  
                  
                  160,000150,000
                  
                  
                  $
                  0.40
                  
                  
                  
                  4.96
                  
                  
                  
                  50,000650,000
                  
                  
                  $
                  0.45
                  
                  
                  
                  4.71
                  
                  
                  
                  550,0005,000
                  
                  
                  $
                  0.55
                  
                  
                  
                  3.76
                  
                  
                  
                  5,00055,000
                  
                  
                  $
                  0.60
                  
                  
                  
                  4.93
                  
                  
                  
                  5,000200,000
                  
                  
                  $
                  0.63
                  
                  
                  
                  4.32
                  
                  
                  
                  150,000TOTALS
                  
                  
                  2,190,000
                  
                  
                  $
                  0.378
                  
                  
                  
                  4.36
                  
                  
                  
                  1,730,000





~ 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
September 30, 2007.





NOTE
4 – PERFORMANCE BOND





During
the quarter ended March 31, 2007, the Company was required to purchase a
performance bond as a condition of the exploration agreement on our La Josefina
property in Argentina.  The bond was originally purchased for
$251,613.  As of the quarter ended September 30, 2007, the value of
the bond decreased to $212,428.  The decline in value is presented on
our balance sheet as Other Comprehensive Income. The bond has a face value of
$600,000, or 10% of our required investment under the terms of the
agreement.





NOTE
5 – COMMITMENTS





As of the
quarter ended September 30, 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.





~ 7
~





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
$23,577.





BRIDGE
FINANCING:





As of
January 31, 2007, HuntMountain Resources Ltd. 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 Ltd. and its subsidiaries.  In
August 2007, the Company obtained an amended, unsecured loan commitment for
multiple advances up to $5,000,000 from Tim Hunt, The Company’s Chairman and
CEO, and/or entities controlled by Mr. Hunt, 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 Note for Multiple
Advances effective January 31, 2007.  The total of the
advances received under this loan commitment as of September 30, 2007, is
$1,857,000.  For the third quarter of 2007, the Company has accrued
interest expense related to this debt in the amount of $42,568.





In
accordance with EITF 00-27, the Company recognized a beneficial conversion
feature associated with the notes convertibility into shares. The total value of
shares was $1,263,370 in the third quarter of 2007.





~ 8
~





Following
the guidance provided by EITF 00-27 the Company allocated proceeds to the shares
issuable upon conversion of the note. The value of the shares 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.





NOTE
6 - SUBSEQUENT EVENTS





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 Tim Hunt,
The Company’s Chairman and CEO, and/or entities controlled by Mr. Hunt, 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 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
October and November of 2007 the Company received advances on the October Note
totaling $1,040,000.





In
November 2007, the company issued 480,000 units pursuant to the conversion of a
portion of the October Note.





NOTE
7 – 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 5).





~ 9
~





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 September 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 September 30,
    2007Financing
      Charge
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Amortization
      of debt discount
                  
                  
                  -
                  
                  
                  
                  418,002
                  
                  
                  
                  418,002Net
      loss
                  
                  
                  (811,058
                  )
                  
                  
                  (1,229,060
                  )
                  
                  
                  (418,002
                  )Basic
      and fully diluted loss per share
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.03
                  )Income
      Statement for the nine month period ended September 30,
    2007Financing
      Charge
                  
                  $
                  -
                  
                  
                  $
                  39,176
                  
                  
                  $
                  39,176Amortization
      of debt discount
                  
                  
                  -
                  
                  
                  
                  1,184,215
                  
                  
                  
                  1,184,215Net
      loss
                  
                  
                  (1,984,788
                  )
                  
                  
                  (3,208,179
                  )
                  
                  
                  (1,223,391
                  )Basic
      and fully diluted loss per share
                  
                  $
                  (0.06
                  )
                  
                  $
                  (0.10
                  )
                  
                  $
                  (0.04
                  )Balance
      Sheet at September 30, 2007Short-term
      Note Payable - Related Party, net of debt discount
                  
                  $
                  1,857,000
                  
                  
                  $
                  828,558
                  
                  
                  $
                  (1,028,442
                  )Total
      current liabilities
                  
                  
                  2,046,201
                  
                  
                  
                  1,017,759
                  
                  
                  
                  (1,028,442
                  )Additional
      paid-in capital
                  
                  
                  2,568,669
                  
                  
                  
                  4,820,502
                  
                  
                  
                  2,251,833Deficit
      Accumulated During the Development Stage
                  
                  
                  (4,186,322
                  )
                  
                  
                  (5,409,713
                  )
                  
                  
                  (1,223,391
                  )Total
      Stockholders’ Equity (Deficit)
                  
                  
                  (1,539,817
                  )
                  
                  
                  (511,375
                  )
                  
                  
                  1,028,442








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 September 30, 2007
decreased to $4,124 from $12,753 for the same period ended September 30, 2006.
This decrease is due to the fact that the Company had less cash on hand during
the quarter ended September 30, 2007 than during the same period ended September
30, 2006.  The Company had higher cash balances on hand during the
third quarter of 2006 due to the cash received from private placements and the
exercise of warrants in 2006.





For the
nine-month period ended September 30, 2007, interest and dividend income
decreased to $4,992 from $31,912 for the same period ended September 30, 2006.
This decrease is due to the fact that the Company had less cash on hand during
the first nine months of 2007 than during the comparable period in
2006.  The Company had higher cash balances on hand during 2006 due to
the cash received from private placements and the exercise of
warrants.





We had a
net loss of $1,229,060 during the three-month period ended September 30,
2007.  This compares to a net loss of $441,316 during the three-month
period ended September 30, 2006. The increase in our net loss was due to
significantly higher exploration expenditures, the presence of debt discount
amortization that did not impact any financial statements in 2006, increased
professional fees, increased payroll and related expenditures, increased stock
options expense, increased administrative and office expenses and interest
expense related to the bridge financing provided by entities controlled by our
Chairman.  Interest was accrued, but none was paid or converted to
equity during this quarter.  The increased expenses were partially
offset by lower travel expenses.





We had a
net loss of $3,208,179 during the nine-month period ended September 30,
2007.  This compares to net loss of $1,043,423 during the nine-month
period ended September 30, 2006. The increase in our net loss was due to
significantly higher exploration costs, the presence of debt discount
amortization that did not impact any financial statements in 2006, higher
payroll and related expenditures, higher professional fees and higher interest
expense accrued on the bridge financing provided to the company by entities
controlled by our Chairman.





~ 10
~





During
this most recently completed quarter, the Company primarily focused its
exploration expenditures in Argentina. This exploration included the due
diligence for a final agreement on the La Josefina project – which was signed in
July 2007, property-related payments on the Bajo Pobré property, and core
processing from our drill program at El Gateado.





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; debt discount amortization; 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.





Plan of
Operation





The
Company intends to continue the exploration, development, and if warranted, the
mining of properties containing silver, gold, and associated base metals and
other opportunities within the mineral industry throughout North and South
America. At this time, the Company has interests in seven 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.  To
this end, the Company has formed a wholly-owned subsidiary in Mexico for the
purpose of evaluating and potentially acquiring precious metal properties,
primarily silver properties, in Mexico.  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 four 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 seven property positions in the
highly prospective Santa Cruz Province of Argentina totaling approximately
270,000 acres (over 1,000 sq. km).  The properties are called La
Josefina, Bajo Pobré, El Gateado, El Alazan, El Overo, El Lobuno, and El
Tordillo.   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.  Other contractors and employees
have been hired to perform our exploration activities in Santa
Cruz.  Channel samples and preliminary drill results from the El
Gateado property have indicated sufficient mineralization to merit further
exploration and drilling.  The Company has initiated sampling,
surveying and/or drilling programs at La Josefina, Bajo Pobré, and El
Gateado with the goal of defining mineral resources.  Reconnaissance
exploration will also take place on the remaining Argentine
properties.





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.  Each of the four holes completed before the
winter hiatus intersected significant widths of strongly anomalous precious
metal mineralization.  In May 2007, a technical report complying with
Canada’s NI 43-101 standards was completed, and an exploration program valued at
$675,000 was recommended for this property.  Due to the Company’s
emphasis on its opportunities in Argentina, no further work has been done at Dun
Glen.





~ 11
~





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.  We have sufficient resources,
including a bridge loan commitment from an entity controlled by the Company’s
Chairman and CEO, to meet our financial obligations for the next twelve
months.  The bridge loan is evidenced by a note that was originally
executed on January 31, 2007 and was to mature on July 31, 2007.  That
note was amended with an amended note signed on August 9, 2007 with an effective
date of July 31, 2007.  The maturity date of that amended note was
extended to July 1, 2008.  The amount of that note was amended to
$5,000,000 and was convertible into equity at the terms of our next public
financing, subject to certain terms and conditions in the note.  In
October, 2007 the note was again amended to provide for a maturity date of July
31, 2008. 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.
Subsequent to quarter end the company issued 480,000 units pursuant to the
conversion of a portion of the note. The Company also plans to raise funds
through a debt or equity offering to expand our exploration programs and acquire
additional properties; although there is no assurance that an offering will be
available on terms favorable to the company, or at all.





~ 12
~





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


·
            The
      availability of experienced employees and the retention of key
      employees


·
            The
      factors discussed under “Risk Factors” in our Form 10KSB for the period
      ending December 31, 2006





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 September 30, 2007. Based upon this evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures are designed and were effective as of
September 30, 2007 to give reasonable assurances that the information required
to be disclosed in the reports that the Company’s 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.





During
the quarter ended September 30, 2007 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





~ 13
~





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, 2006.





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





Subsequent
to quarter end the company issued 480,000 units pursuant to the conversion of a
portion of the note.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None





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





On
November 8, 2007 the Company held its Annual Meeting of Shareholders. A total of
26,152,151 shares were represented in person at the meeting. All shares
represented at the meeting were cast in favor of the election of the following
persons to the Board of Directors:





Tim Hunt





William R. Green





Eberhard A. Schmidt





Alastair H. Summers





Gregory B. Lipsker





Randal
L. Hardy





Michael M. Mastor





In other
business considered at the Annual Meeting, shareholders approved the change of
the Company’s corporate domicile from the state of Nevada to the State of
Washington. The change of domicile issue was unanimously approved with the
26,152,151 shares represented in person at the meeting voting in favor of the
change of domicile.





~ 14
~





ITEM
      5.
            OTHER
      INFORMATION





On
November 8, 2007 the Board of Directors appointed Bryn Harman, CFA to the
position of Chief Financial Officer. For the past five years Mr. Harman has
been employed with ICM Asset Management, a national investment advisory firm,
most recently holding the position of Vice President & Director of Research.
Mr. Harman earned his Bachelor of Commerce degree in Finance from the
University of Saskatchewan and also holds the designation of Chartered Financial
Analyst





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





~ 15
~





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
Hunt





TIM HUNT,
PRESIDENT, CEO AND CHAIRMAN





DATE:  November
10, 2008





HUNTMOUNTAIN
RESOURCES LTD.





/s/ Bryn
Harman





BRYN
HARMAN, CHIEF FINANCIAL OFFICER





DATE:
November 10, 2008






~ 16 ~