UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





S
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
                For the quarterly period ended
      September 30,
2008.




OR





£
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
                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)








(509)
892-5287


(Registrant's
telephone number, including area code)





(Former
name, former address & former fiscal year, if changed since last
report)





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  £  No
S





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 stock, as
of the latest practicable date 76,251,362.





SEC
      2334 (10-04)
            Potential
      persons who are to respond to the collection of information contained in
      this form are not required to respond unless the form displays a currently
      valid OMB control number.










HUNTMOUNTAIN
RESOURCES LTD.


FORM
10-Q


FOR
THE QUARTERLY PERIOD ENDED September 30, 2008





PART
I





Item
1.   Financial Information





HuntMountain
      Resources Ltd. and Subsidiaries(An
      Exploration Stage Enterprise)Consolidated
      Balance Sheets





September 30,
                                              
                                              
                                              December 31,2008
                                              
                                              
                                              2007(unaudited)AssetsCURRENT
      ASSETS:Cash
      and cash equivalents:Cash
                                              
                                              $
                                              125,165
                                              
                                              
                                              $
                                              273,020Short
      term cash investments - domestic
                                              
                                              
                                              14,137
                                              
                                              
                                              
                                              12,909Short-term
      cash investments - Argentina
                                              
                                              
                                              97,853
                                              
                                              
                                              
                                              367,375Total
      cash and cash equivalents
                                              
                                              
                                              237,155
                                              
                                              
                                              
                                              653,304Receivables
                                              
                                              
                                              24,410
                                              
                                              
                                              
                                              44,706Prepaid
      expenses
                                              
                                              
                                              62,476
                                              
                                              
                                              
                                              72,612Total
      current assets
                                              
                                              
                                              324,041
                                              
                                              
                                              
                                              770,621EQUIPMENT:Equipment
                                              
                                              
                                              424,798
                                              
                                              
                                              
                                              11,216Less
      accumulated depreciation
                                              
                                              
                                              34,901
                                              
                                              
                                              
                                              7,014389,897
                                              
                                              
                                              
                                              4,203OTHER
      ASSETS:Receivable
      - V.A. tax, Argentina
                                              
                                              
                                              1,099,983
                                              
                                              
                                              
                                              190,719Land
      - La Josefina Estancia
                                              
                                              
                                              710,000
                                              
                                              
                                              
                                              710,000Performance
      bond
                                              
                                              
                                              163,179
                                              
                                              
                                              
                                              214,762Property
      option and deposits
                                              
                                              
                                              341,500
                                              
                                              
                                              
                                              206,500Investments
                                              
                                              
                                              7,331
                                              
                                              
                                              
                                              7,3312,321,993
                                              
                                              
                                              
                                              1,329,312Total
      assets
                                              
                                              $
                                              3,035,932
                                              
                                              
                                              $
                                              2,104,136Liabilities
      and Stockholders’ EquityCURRENT
      LIABILITIES:Trade
      accounts payable
                                              
                                              $
                                              1,163,826
                                              
                                              
                                              $
                                              380,118Accrued
      wages and related taxes
                                              
                                              
                                              98,606
                                              
                                              
                                              
                                              120,202Short
      term note payable net of discount
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,082,394Accrued
      interest on note payable
                                              
                                              
                                              -
                                              
                                              
                                              
                                              165,149Total
      current liabilities
                                              
                                              
                                              1,262,432
                                              
                                              
                                              
                                              1,747,864STOCKHOLDERS’
      EQUITY:Preferred
      stock –
      10,000,000 shares, $0.001 par value, authorized;-0- shares issued and
      outstanding Common stock – 300,000,000 shares, $0.001 par value,
      authorized; 76,251,362 and  33,016,285 shares issued and
      outstanding, respectively
                                              
                                              
                                              76,251
                                              
                                              
                                              
                                              32,491Additional
      paid-in capital
                                              
                                              
                                              50,368,666
                                              
                                              
                                              
                                              12,081,316Retained
      earnings - prior to development stage
                                              
                                              
                                              90,527
                                              
                                              
                                              
                                              90,527Deficit
      accumulated during the development stage
                                              
                                              
                                              (48,362,491
                                              )
                                              
                                              
                                              (11,794,981
                                              )Accumulated
      other comprehensive income (loss)
                                              
                                              
                                              (399,453
                                              )
                                              
                                              
                                              (53,081
                                              )Total
      stockholders’ equity
                                              
                                              
                                              1,773,500
                                              
                                              
                                              
                                              356,272Total
      liabilities and stockholders’ equity
                                              
                                              $
                                              3,035,932
                                              
                                              
                                              $
                                              2,104,136The
      accompanying condensed notes are an integral part of these consolidated
      financial statements.







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





Three
      months ended September 30,
                                                              
                                                              
                                                              Nine
      months ended September 30,
                                                              
                                                              
                                                              From
      Inception of Development Stage July 1, 2005 through2008
                                                              
                                                              
                                                              2007
                                                              
                                                              
                                                              2008
                                                              
                                                              
                                                              2007
                                                              
                                                              
                                                              September 30,
      2008(unaudited)
                                                              
                                                              
                                                              (unaudited)
                                                              
                                                              
                                                              (unaudited)
                                                              
                                                              
                                                              (unaudited)
                                                              
                                                              
                                                              (unaudited)INCOME:Dividend
      and interest income
                                                              
                                                              $
                                                              2,071
                                                              
                                                              
                                                              $
                                                              4,124
                                                              
                                                              
                                                              $
                                                              6,071
                                                              
                                                              
                                                              $
                                                              4,922
                                                              
                                                              
                                                              $
                                                              78,353EXPENSES:Professional
      fees
                                                              
                                                              
                                                              242,207
                                                              
                                                              
                                                              
                                                              55,198
                                                              
                                                              
                                                              
                                                              669,279
                                                              
                                                              
                                                              
                                                              135,011
                                                              
                                                              
                                                              
                                                              1,356,089Marketing
                                                              
                                                              
                                                              15,453
                                                              
                                                              
                                                              
                                                              26,581
                                                              
                                                              
                                                              
                                                              36,106
                                                              
                                                              
                                                              
                                                              56,731
                                                              
                                                              
                                                              
                                                              212,816Exploration
      expenses
                                                              
                                                              
                                                              2,041,123
                                                              
                                                              
                                                              
                                                              362,651
                                                              
                                                              
                                                              
                                                              4,304,688
                                                              
                                                              
                                                              
                                                              1,026,295
                                                              
                                                              
                                                              
                                                              6,421,090Travel
      expenses
                                                              
                                                              
                                                              81,608
                                                              
                                                              
                                                              
                                                              16,692
                                                              
                                                              
                                                              
                                                              214,667
                                                              
                                                              
                                                              
                                                              68,817
                                                              
                                                              
                                                              
                                                              492,444Administrative
      and office expenses
                                                              
                                                              
                                                              118,103
                                                              
                                                              
                                                              
                                                              29,503
                                                              
                                                              
                                                              
                                                              296,264
                                                              
                                                              
                                                              
                                                              67,470
                                                              
                                                              
                                                              
                                                              656,510Payroll
      expenses
                                                              
                                                              
                                                              241,893
                                                              
                                                              
                                                              
                                                              146,274
                                                              
                                                              
                                                              
                                                              660,181
                                                              
                                                              
                                                              
                                                              403,874
                                                              
                                                              
                                                              
                                                              1,577,196Stock
      compensation expense
                                                              
                                                              
                                                              86,900
                                                              
                                                              
                                                              
                                                              12,600
                                                              
                                                              
                                                              
                                                              193,400
                                                              
                                                              
                                                              
                                                              12,600
                                                              
                                                              
                                                              
                                                              392,000Comon
      stock and options issued for services
                                                              
                                                              
                                                              52,000
                                                              
                                                              
                                                              
                                                              122,500
                                                              
                                                              
                                                              
                                                              127,000
                                                              
                                                              
                                                              
                                                              131,500
                                                              
                                                              
                                                              
                                                              480,250Interest
      expense and bank charges
                                                              
                                                              
                                                              58,057
                                                              
                                                              
                                                              
                                                              42,568
                                                              
                                                              
                                                              
                                                              291,845
                                                              
                                                              
                                                              
                                                              84,928
                                                              
                                                              
                                                              
                                                              484,763Financing
      charge
                                                              
                                                              
                                                              6,396,670
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              22,870,956
                                                              
                                                              
                                                              
                                                              39,176
                                                              
                                                              
                                                              
                                                              28,126,605Amortization
      of debt discount
                                                              
                                                              
                                                              2,962,173
                                                              
                                                              
                                                              
                                                              418,002
                                                              
                                                              
                                                              
                                                              6,857,457
                                                              
                                                              
                                                              
                                                              1,184,215
                                                              
                                                              
                                                              
                                                              8,185,073Depreciation
      expense
                                                              
                                                              
                                                              12,754
                                                              
                                                              
                                                              
                                                              935
                                                              
                                                              
                                                              
                                                              27,887
                                                              
                                                              
                                                              
                                                              2,804
                                                              
                                                              
                                                              
                                                              34,90012,308,940
                                                              
                                                              
                                                              
                                                              1,233,504
                                                              
                                                              
                                                              
                                                              36,549,730
                                                              
                                                              
                                                              
                                                              3,213,421
                                                              
                                                              
                                                              
                                                              48,419,736LOSS
      BEFORE OTHER INCOME
                                                              
                                                              
                                                              (12,306,868
                                                              )
                                                              
                                                              
                                                              (1,229,380
                                                              )
                                                              
                                                              
                                                              (36,543,659
                                                              )
                                                              
                                                              
                                                              (3,208,499
                                                              )
                                                              
                                                              
                                                              (48,341,383
                                                              )NET
      OTHER INCOME/LOSS:
                                                              
                                                              
                                                              (17,710
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (23,852
                                                              )
                                                              
                                                              
                                                              320
                                                              
                                                              
                                                              
                                                              (21,109
                                                              )LOSS
      BEFORE INCOME TAXES:
                                                              
                                                              
                                                              (12,324,579
                                                              )
                                                              
                                                              
                                                              (1,229,380
                                                              )
                                                              
                                                              
                                                              (36,567,510
                                                              )
                                                              
                                                              
                                                              (3,208,179
                                                              )
                                                              
                                                              
                                                              (48,362,491
                                                              )Income
      taxes:
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -NET
      LOSS
                                                              
                                                              $
                                                              (12,324,579
                                                              )
                                                              
                                                              $
                                                              (1,229,380
                                                              )
                                                              
                                                              $
                                                              (36,567,510
                                                              )
                                                              
                                                              $
                                                              (3,208,179
                                                              )
                                                              
                                                              $
                                                              (48,362,491
                                                              )BASIC
      AND DILUTED LOSS PER SHARE, based on weighted-average shares
      outstanding
                                                              
                                                              
                                                              69,139,541
                                                              
                                                              
                                                              
                                                              32,266,285
                                                              
                                                              
                                                              
                                                              41,562,999
                                                              
                                                              
                                                              
                                                              32,266,285WEIGHTED-AVERAGE
      COMMON SHARES OUTSTANDING, BASIC AND DILUTED
                                                              
                                                              $
                                                              (0.18
                                                              )
                                                              
                                                              $
                                                              (0.04
                                                              )
                                                              
                                                              $
                                                              (0.88
                                                              )
                                                              
                                                              $
                                                              (0.10
                                                              )The
      accompanying condensed notes are an integral part of these consolidated
      financial statements.


2




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





Nine
      months endedSeptember 30,
                                
                                
                                From
      Inception of Development StageJuly 1, 2005
      through2008
                                
                                
                                2007
                                
                                
                                September 30,
      2008(unaudited)
                                
                                
                                (unaudited)
                                
                                
                                (unaudited)Increase
      (Decrease) in Cash and Cash EquivalentsCASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                
                                $
                                (36,567,510
                                )
                                
                                $
                                (3,208,179
                                )
                                
                                $
                                (48,362,491
                                )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesDepreciation
                                
                                
                                27,887
                                
                                
                                
                                2,804
                                
                                
                                
                                34,900Stock
      option compensation expense
                                
                                
                                193,400
                                
                                
                                
                                12,600
                                
                                
                                
                                392,000Common
      stock and options issued for services
                                
                                
                                127,000
                                
                                
                                
                                131,500
                                
                                
                                
                                480,250Financing
      charge
                                
                                
                                22,870,956
                                
                                
                                
                                39,176
                                
                                
                                
                                28,126,605Amortization
      of debt discount
                                
                                
                                6,857,457
                                
                                
                                
                                1,184,215
                                
                                
                                
                                8,185,073Gain
      on sale of precious metal investments
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (15,194
                                )(Increase)
      decrease in receivables
                                
                                
                                (888,969
                                )
                                
                                
                                (3,990
                                )
                                
                                
                                (1,124,393
                                )(Increase)
      decrease in prepaid expenses
                                
                                
                                10,136
                                
                                
                                
                                15,818
                                
                                
                                
                                (62,476
                                )Increase
      in accounts payable
                                
                                
                                783,708
                                
                                
                                
                                -
                                
                                
                                
                                1,119,701Increase
      in accrued liabilities
                                
                                
                                (21,596
                                )
                                
                                
                                128,169
                                
                                
                                
                                129,731Net
      cash used in operating activities
                                
                                
                                (6,607,531
                                )
                                
                                
                                (1,697,887
                                )
                                
                                
                                (11,096,294
                                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Land
      purchases
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (710,000
                                )Purchase
      of performance bond
                                
                                
                                -
                                
                                
                                
                                (251,613
                                )
                                
                                
                                (247,486
                                )Property
      deposits and purchase options
                                
                                
                                (135,000
                                )
                                
                                
                                (67,000
                                )
                                
                                
                                (341,500
                                )Sale
      of precious metal investments
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                28,913Acquisition
      of equipment
                                
                                
                                (413,582
                                )
                                
                                
                                -
                                
                                
                                
                                (424,798
                                )Net
      cash used in investing activities
                                
                                
                                (548,582
                                )
                                
                                
                                (318,613
                                )
                                
                                
                                (1,694,871
                                )CASH
      FLOWS FROM FINANCING ACTIVITIES:
                                
                                
                                
                                
                                
                                
                                -Convertible
      note financing
                                
                                
                                7,034,754
                                
                                
                                
                                1,857,000
                                
                                
                                
                                8,282,298Proceeds
      from sale of common stock
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                3,947,475Net
      cash from financing activities
                                
                                
                                7,034,754
                                
                                
                                
                                1,857,000
                                
                                
                                
                                12,229,773Effect
      of currency translation on cash
                                
                                
                                (294,790
                                )
                                
                                
                                -
                                
                                
                                
                                (309,374
                                )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                
                                
                                (416,148
                                )
                                
                                
                                (159,500
                                )
                                
                                
                                (870,766
                                )CASH
      AND CASH EQUIVALENTS, BEGINNING OF YEAR/PERIOD
                                
                                
                                653,304
                                
                                
                                
                                297,191
                                
                                
                                
                                1,107,921CASH
      AND CASH EQUIVALENTS, END OF YEAR/PERIOD
                                
                                $
                                237,155
                                
                                
                                $
                                137,691
                                
                                
                                $
                                237,155NON-CASH
      FINANCING ACTIVITIES:Conversion
      of note into equity
                                
                                
                                10,350,000
                                
                                
                                
                                -
                                
                                
                                
                                10,762,000Cashless
      exercise of options
                                
                                
                                189
                                
                                
                                
                                -
                                
                                
                                
                                207Accrued
      interest
                                
                                
                                246,413
                                
                                
                                
                                84,926
                                
                                
                                
                                411,562Conversion
      of accrued interest into equity
                                
                                
                                411,562
                                
                                
                                
                                -
                                
                                
                                
                                411,562Supplemental
      Disclosures of Cash Flow Information:Income
      taxes, paid net of refunds:
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Interest
      paid:
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -The
      accompanying condensed notes are an integral part of these consolidated
      financial statements.


3


HuntMountain
Resources Ltd. And Subsidiaries


Condensed
Notes to Consolidated Financial Statements (unaudited)





Note
1: Basis of Presentation





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





The
unaudited financial statements have been prepared by management of 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-K for the year ended
December 31, 2007, which was filed with the SEC on April 14, 2008.  In
the opinion of management of the Company, the foregoing statements contain all
adjustments necessary to present fairly the financial position of the Company as
of September 30, 2008 and its results of operations and cash flows for the three
and nine month periods ended September 30, 2008 and September 30,
2007.  The interim results reflected in the foregoing financial
statements are not considered indicative of the results expected for the full
fiscal year.





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





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





Note
2: Summary of Significant Accounting Policies





This
summary of significant accounting policies is presented to assist in the
understanding of the financial statements. The financial statements and notes
are representations of the Company’s management, which is responsible for their
integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America and have been
consistently applied in the preparation of the financial
statements.




Accounting
Method




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




Accounts
Receivable





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





Use
of Estimates





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


4




Cash
and Cash Equivalents





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





Principles
of Consolidation





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





Marketable
Securities





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





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





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





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





At this
time, the Company holds securities classified as available for
sale.  See “Note 6 - Investments” for further details.





Mineral
Development Costs





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





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





Long-lived
Assets





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





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


5




Earnings
Per Share





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





Basic
earnings per share are computed using the weighted average number of shares
outstanding during the years (69,139,541in the third quarter of 2008 and
32,266,285 in the third quarter of 2007).





As of
September 30, 2008, the Company had outstanding options and warrants for a total
of 46,401,248 additional shares which were considered
anti-dilutive.





Deferred
Income Tax





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





Fair
Value of Financial Instruments





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





Provision
for Taxes





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





Reclamation
and Remediation





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





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


6




Recent
Accounting Pronouncements





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





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





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





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





Fair
Value Measurements





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





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





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





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


7




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





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





Total
                        
                        
                        Level
      I
                        
                        
                        Level
      II
                        
                        
                        Level
      IIIAssets:Performance
      bond
                        
                        $
                        163,179
                        
                        
                        $
                        163,179
                        
                        
                        $
                        0
                        
                        
                        $
                        0Total:
                        
                        $
                        163,179
                        
                        
                        $
                        163,179
                        
                        
                        $
                        0
                        
                        
                        $
                        0





The
performance bond, required to secure the Company’s rights to explore the La
Josefina property, is a step-up coupon US dollar bond issued by the Government
of Argentina with a face value of $600,000. The bond was originally purchased
for $251,613 and had a value of $214,762 at December 31, 2007. As of the quarter
ended September 30, 2008, the value of the bond decreased $163,179.





Concentration
of Credit Risk





The
Company maintains its cash and cash equivalents in multiple financial
institutions.  Balances in the United States are insured by the
Federal Deposit Insurance Corporation (FDIC) up to $250,000 per
institution.  Balances on deposit may occasionally exceed FDIC insured
amounts.All of the
Company’s cash in U.S. bank accounts was FDIC insured at September 30, 2008. The
Company also maintains cash in an Argentine bank. The Argentine accounts, which
had a U.S. dollar balance of $72,497 at September 30, 2008, are considered
uninsured.





Beneficial Conversion
Feature of Convertible Notes





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





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





Foreign Currency
Translation





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





Other Comprehensive
Income




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




8




Note
3: Convertible note





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





In August
2007, the Company obtained an amended, unsecured loan commitment for multiple
advances up to $5,000,000 from HFLP, effective August 1, 2007, to amend the
January 2007 note. 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.





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





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





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





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





Between
July 1, 2008 and July 30, 2008 the Company drew an additional $1,475,000 on the
October Note, resulting in a balance of $5,000,000 on July 30, 2008. On July 30,
2008 holders of the October Note Converted the entire $5,000,000 of October Note
principal into 20,000,000 units at a conversion price of $0.25 per
unit.





On July
31, 2008 the Company drew an additional $500,000 on the October Note, resulting
in a balance of $500,000 on that date. Subsequently, on July 31, 2008, holders
of the October Note converted the entire $500,000 balance and $98,548 in accrued
interest payable relating to the October Note into units at a conversion price
of $0.25 per unit.





In
accordance with EITF 00-27, the Company recognized the beneficial conversion
feature associated with the October Note’s convertibility into shares and
warrants. The total value of warrants was determined using the Black Scholes
option pricing model. In employing this model, the Company used the actual three
month T-Bill rate on the advance dates for the risk-free rate. Similarly, the
actual share price on advance dates was used in the calculation.  The
Company assumed expected volatility of 83%, no dividends and a five year horizon
in all Black Scholes option pricing calculations. In the third quarter of 2008,
the total value of warrants from issuances of the October Note was $3,877,294
and the total value of shares was $3,911,294.





Note
4: Stock option plan





The
Company’s 2005 Stock Plan permits the granting of up to 3,000,000 non-qualified
stock options, incentive stock options, and restricted shares of common stock to
employees, directors, and consultants.  At September 30, 2008, there
were 2,555,000 stock options granted to directors, employees, and consultants,
of which 2,230,000 were vested as of September 30, 2008.  The fair
value of each option is estimated on the vesting date using the Black-Scholes
option pricing model.


9




There
were 260,000 options that vested during the quarter ended September 30, 2008;
therefore, the Company’s total stock option expense for the quarter was
$138,900.  Expenses for the remaining options will be recorded as they
vest through 2012.





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





Three
      month periods endedSeptember 30, 2008
                        
                        
                        September 30, 2007Weighted
      average risk free rate:
                        
                        1.68%
                        
                        
                        3.62%Weighted
      average volatility:
                        
                        82.8%
                        
                        
                        75%Expected
      dividend yield:
                        
                        0%
                        
                        
                        0%Weighted
      average life (years):
                        
                        5.0
                        
                        
                        2.0








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





Number
      of
                            Options
                          
                          
                          Weighted
      Average Exercise
                            Price
                          
                          
                          Weighted
      Average
                            Remaining
                            Contractual
      Life
                            (Years)
                          
                          
                          Number
      of
                            Exercisable
                            Options
      at
                            September 30,
      200890,000
                          
                          
                          $
                          0.20
                          
                          
                          
                          3.39
                          
                          
                          
                          90,000700,000
                          
                          
                          $
                          0.25
                          
                          
                          
                          2.84
                          
                          
                          
                          650,000100,000
                          
                          
                          $
                          0.30
                          
                          
                          
                          3.08
                          
                          
                          
                          100,00010,000
                          
                          
                          $
                          0.34
                          
                          
                          
                          1.83
                          
                          
                          
                          10,00010,000
                          
                          
                          $
                          0.37
                          
                          
                          
                          1.51
                          
                          
                          
                          10,000150,000
                          
                          
                          $
                          0.38
                          
                          
                          
                          4.79
                          
                          
                          
                          100,000650,000
                          
                          
                          $
                          0.45
                          
                          
                          
                          3.81
                          
                          
                          
                          650,0005,000
                          
                          
                          $
                          0.55
                          
                          
                          
                          2.75
                          
                          
                          
                          5,00055,000
                          
                          
                          $
                          0.60
                          
                          
                          
                          4.23
                          
                          
                          
                          55,000200,000
                          
                          
                          $
                          0.63
                          
                          
                          
                          3.45
                          
                          
                          
                          175,000100,000
                          
                          
                          $
                          0.64
                          
                          
                          
                          4.95
                          
                          
                          
                          100,000100,000
                          
                          
                          $
                          0.67
                          
                          
                          
                          5.0
                          
                          
                          
                          0385,000
                          
                          
                          $
                          0.76
                          
                          
                          
                          4.71
                          
                          
                          
                          285,000TOTALS
                          
                          
                          2,555,000
                          
                          
                          $
                          0.456
                          
                          
                          
                          3.55
                          
                          
                          
                          2,230,000








Note
5: Performance bond





During
the quarter ended March 31, 2007, the Company's wholly-owned subsidiary, Cerro
Cazador S.A., was required to purchase a performance bond as a condition of the
exploration agreement on the La Josefina property in Argentina.  The
bond was originally purchased for $251,613 and had a value of $214,762 at
December 31, 2007. As of the quarter ended September 30, 2008, the value of the
bond decreased further to $163,179.  The decline in value is presented
on our balance sheet as Other Comprehensive Income (Loss). The bond has a face
value of $600,000, or 10% of our required investment under the terms of the
agreement.


10


Note
6: Investments





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








Note
7: Subsequent events





Subsequent
to September 30, 2008 the Company’s CEO loaned $705,000 to the Company with no
specific repayment terms. The loan is not interest bearing.




Item
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





Forward
Looking Statements





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





Overview





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





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





Results
of Operations





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





We had no
revenues from operations during the recently completed quarter. Our only income
has been derived from interest and dividends on our cash and cash investments.
Interest and dividend income for the three-month period ended September 30, 2008
decreased to $2,071 from $4,124 for the same period ended September 30, 2007.
This decrease was due to lower interest income during the quarter ended
September 30, 2008 relative to the quarter ended September 30,
2007.


11


We had a
net loss of $12,324,579 during the three-month period ended September 30,
2008.  This compares to a net loss of $1,229,380 during the
three-month period ended September 30, 2007. The increase in our net loss was
due to beneficial conversion feature accounting for the Company’s convertible
notes, significantly higher exploration expenditures, higher professional fees,
higher payroll expenses and higher interest expense associated with the
company’s convertible notes. Exploration expenses, professional fees and payroll
expenses were significantly higher in the third quarter of 2008 relative to the
third quarter of 2007 due to our drilling campaign on the La Josefina
property.





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





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





Working
Capital, Cash and Cash Equivalents





The
Company’s working capital deficit for the three month period ending September
30, 2008 was $(938,391) compared to $(977,243) during that same period in 2007.
The ratio of current assets to current liabilities was 0.26 to 1 at September
30, 2008 compared to 0.44 to 1 at September 30, 2007. Working capital decreased
during the three month period ended September 30, 2008 compared to the same
period in 2007 due to the Company’s increased exploration activity and the
Company’s short-term convertible debt financing incurred in 2007 and
2008.





Net cash
used in operating activities was $6,607,531 for the nine month period in 2008
compared with $1,693,897 used in operating activities in the same period during
2007.  The increase is the result of the increased net loss from
operations.





During
the period ending September 30, 2008, investing activities used $548,582
compared with $318,613 during that same period in 2007.





Cash flow
from financing activities was $7,034,754 during the nine month period ended
September 30, 2008 compared to $1,853,010 during that same period in 2007. The
increase is primarily the result of the Company’s convertible debt
financing.





As a
result, cash and cash equivalents decreased by $416,148 during the nine month
period ended September 30, 2008. This compares to a decrease in cash and cash
equivalents of $159,500 in the nine month period ended September 30, 2007. The
Company has cash and cash equivalents of $237,155 as of September 30, 2008. It
will be necessary for the Company to raise additional capital to continue the
Company's business activities during the last quarter of 2008.





Trade
accounts payable increased to $1,163,826 from $380,118 on December 31, 2007 as a
result of increased exploration activity in Argentina.





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 recently received conditional
listing approval from the Toronto Stock Exchange and we believe that this will
provide improved access to mining and exploration-related capital markets in the
near future. We are also presently involved in an effort to raise up to $4
million in new equity through a private placement transaction. The Company’s
Toronto Stock Exchange approval is conditional upon a $4 million equity
infusion. Current stock market conditions, especially in the junior precious
metals exploration sector, may make any potential equity financing difficult to
complete.





Item
3. Quantitative & Qualitative Disclosures about Market Risk





Not
Applicable.





Item
4. Controls and Procedures


12





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 defined in Rules
13a – 15(e) and 15(d) – 15(e)) as of September 30, 2008. Based upon this
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures were effective as of
September 30, 2008 to give reasonable assurance that the information required to
be disclosed in the reports that the Company files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission, and that such information is also
accumulated and communicated to the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosures.




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





Changes
in Internal Control over Financial Reporting





We have not made any changes
to our internal control over financial reporting (as defined in 13a – 15(f) and
15(d) – 15(f) under the Exchange Act) during the fiscal quarter ended September
30, 2008, that have materially affected or reasonably likely to materially
affect, our internal control over financial reporting.





PART II — OTHER
INFORMATION




ITEM
      1.
            LEGAL
      PROCEEDINGS





None




ITEM
      1A.
            RISK
      FACTORS




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





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





During
the Quarter ended September 30, 2008 the Company issued 22,394,192 units of
Common Stock to partners of Hunt Family Limited Partnership. Each unit consisted
of one common share and one common stock purchase warrant, pursuant to the
conversion of a convertible note. 20,000,000 shares were issued for the
$5,000,000 convertible note on July 30, 2008. The remaining 2,394,192 shares
were issued on July 31, 2008 for an additional loan of $500,000 (converted on
the same day) and the interest of $98,548 on the convertible note in total. The
warrants issued have a $0.40 per share exercise price and an expiration date of
five years from the date of issuance. The private placement was made pursuant to
section 4(2) and Regulation D Rule 506 exemptions from registration under the
Act.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None





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





Not
applicable




ITEM
      5.
            OTHER
      INFORMATION




As
previously reported on Form 8-K, the chief financial officer of the Company
concluded that our previously reported consolidated financial statements
included in our quarterly reports for the periods listed below should no longer
be relied upon:




·
            Our
      quarterly report for the period ended March 31, 2007 filed with the
      Securities and Exchange Commission ("SEC") on May 15,
  2007.


13




·
            Our
      quarterly report for the period ended June 30, 2007 filed with the SEC on
      August 14, 2007.




·
            Our
      quarterly report for the period ended September 30, 2007 filed with the
      SEC on December 11, 2007.




In the
review, it was determined that the above-referenced reports contained errors
relating to the accounting for the beneficial conversion feature of convertible
notes which will result in a restatement of the above-mentioned reports. The
Company recently filed amendments on Form 10 Q/A relating to all of the
aforementioned reports to correct and amend accounting for the beneficial
conversion features of convertible notes. The comparative amounts reported in
this Form 10 Q for the periods ended September 30, 2007 conform with the related
presentation in the amended 10Q for September 30, 2007.




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


14




SIGNATURES





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





HUNTMOUNTAIN
RESOURCES LTD.





/s/
      Tim HuntBY:
              
              
              DATE:  November
      14, 2008TIM
      HUNT, CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER/s/
      Bryn HarmanBY:
              
              
              DATE:
      November 14, 2008BRYN
      HARMAN, CHIEF FINANCIAL
OFFICER






15