UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A





Amendment
#1





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





For
the quarterly period ended June 30, 2007




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




For
the transition period from ______ to ______




HuntMountain
Resources Ltd.


(Exact
name of registrant as specified in its charter)





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





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








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




Yes    x  No  o




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 o
              Accelerated
      filer oNon-accelerated
      filer o (Do
      not check if a smaller reporting company
              Smaller
      reporting Company x







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




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date 76,251,362 as of
November 3, 2008.













EXPLANATORY
NOTE





This
Amendment #1 on Form 10-Q/A amends and restates items identified below with
respect to the Form 10-Q filed by HuntMountain Resources Ltd. (the “Company”)
for the period ended June 30, 2007 with the Securities and Exchange Commission
(the “SEC”) on August 14, 2007 (the “Original Filing”). The purpose of this
amendment is to amend and restate the previously issued financial statements
included in the Original Filing for the reasons described in Notes 5 and 7 to
the financial statements included in Item 1 (Financial Statements) included
herein. Other than as set forth below, the items of the Original Filing continue
to speak as of the date of the original filing date thereof, and the disclosure
relating to such items is not being updated.





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





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





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





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





~ 2
~





PART
I


FINANCIAL
INFORMATION





ITEM
1. FINANCIAL STATEMENTS





HuntMountain
      Resources Ltd. and Subsidiaries(An
      Exploration Stage Enterprise)Consolidated
      Balance Sheet
                                
                                June
      30, 2007 (Unaudited)AssetsCURRENT
      ASSETS:Cash
      and Cash Equivalents:Cash
                                
                                
                                
                                
                                $
                                37,546Prepaid
      Expenses
                                
                                
                                
                                
                                
                                8,434Total
      Current Assets
                                
                                
                                
                                
                                
                                45,980EQUIPMENT:Office
      Equipment
                                
                                $
                                11,216Less
      Accumulated Depreciation
                                
                                
                                5,144Total
      Office Equipment
                                
                                
                                
                                
                                
                                
                                6,072OTHER
      ASSETS:Investments
                                
                                
                                7,331Performance
      Bond
                                
                                
                                233,709Property
      Purchase Option
                                
                                
                                70,000Total
      Other Assets
                                
                                
                                
                                
                                
                                
                                311,040TOTAL
      ASSETS
                                
                                
                                
                                
                                
                                $
                                363,092Liabilities
      and Stockholders’ Equity (Deficit)CURRENT
      LIABILITIES:Trade
      Accounts Payable
                                
                                
                                
                                
                                
                                $
                                18,029Accrued
      Wages and Related Taxes
                                
                                
                                
                                
                                
                                
                                20,376Short-term
      Note Payable - Related Party, net of debt discount
                                
                                
                                
                                
                                
                                
                                923,926Accrued
      Interest Payable - Related Party
                                
                                
                                
                                
                                
                                
                                42,360Total
      Current Liabilities
                                
                                
                                
                                
                                
                                
                                1,004,691STOCKHOLDERS’
      EQUITY (DEFICIT):Common
      Stock – 300,000,000 Shares, $0.001 Par Value, Authorized;32,266,285 Shares
      Issued and Outstanding
                                
                                $
                                32,266Preferred
      Stock – 10,000,000 Shares, $0.001 Par Value, Authorized;-0- Shares Issued
      and Outstanding
                                
                                
                                -Additional
      Paid-In Capital
                                
                                
                                3,422,033Retained
      Earnings
                                
                                
                                90,527Deficit
      Accumulated During the Development Stage
                                
                                
                                (4,180,653
                                )Accumulated
      Other Comprehensive Loss
                                
                                
                                (5,772
                                )Total
      Stockholders’ Equity (Deficit)
                                
                                
                                
                                
                                
                                
                                (641,599
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                
                                
                                
                                
                                
                                $
                                363,092See accompanying condensed notes to consolidated
      interim financial statements.





~ 3
~




HuntMountain
      Resources Ltd. and Subsidiaries(An
      Exploration Stage Enterprise)Consolidated
      Statements of IncomeThree
      Months
                                  Ended
      June 30,
                                
                                
                                Six
      Months
                                  Ended
      June 30,
                                
                                
                                From
      Inception of Development Stage July 1, 2005 through2007
                                
                                
                                2006
                                
                                
                                2007
                                
                                
                                2006
                                
                                
                                June 30, 2007(Unaudited)
                                
                                
                                (Unaudited)
                                
                                
                                (Unaudited)
                                
                                
                                (Unaudited)INCOME:Dividend
      and Interest Income
                                
                                $
                                533
                                
                                
                                $
                                12,931
                                
                                
                                $
                                798
                                
                                
                                $
                                19,158
                                
                                
                                $
                                66,033EXPENSES:Professional
      Fees
                                
                                
                                43,367
                                
                                
                                
                                27,838
                                
                                
                                
                                79,813
                                
                                
                                
                                43,823
                                
                                
                                
                                177,078Marketing
                                
                                
                                20,849
                                
                                
                                
                                38,963
                                
                                
                                
                                30,150
                                
                                
                                
                                41,228
                                
                                
                                
                                137,116Exploration
      Expenses
                                
                                
                                264,632
                                
                                
                                
                                108,182
                                
                                
                                
                                663,644
                                
                                
                                
                                179,968
                                
                                
                                
                                1,779,107Travel
      Expenses
                                
                                
                                34,509
                                
                                
                                
                                26,890
                                
                                
                                
                                52,125
                                
                                
                                
                                39,888
                                
                                
                                
                                147,668Administrative
      and Office Expenses
                                
                                
                                20,323
                                
                                
                                
                                22,157
                                
                                
                                
                                37,967
                                
                                
                                
                                45,557
                                
                                
                                
                                196,861Payroll
      Expenses
                                
                                
                                132,837
                                
                                
                                
                                68,536
                                
                                
                                
                                257,600
                                
                                
                                
                                131,966
                                
                                
                                
                                656,636Stock
      Option Compensation Expense
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                71,000Stock
      Options Issued for Services
                                
                                
                                -
                                
                                
                                
                                6,750
                                
                                
                                
                                9,000
                                
                                
                                
                                138,750
                                
                                
                                
                                230,750Interest
      Expense
                                
                                
                                28,219
                                
                                
                                
                                -
                                
                                
                                
                                42,360
                                
                                
                                
                                -
                                
                                
                                
                                42,359Depreciation
      Expense
                                
                                
                                935
                                
                                
                                
                                352
                                
                                
                                
                                1,869
                                
                                
                                
                                703
                                
                                
                                
                                5,145Financing
      charge
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                39,176
                                
                                
                                
                                -
                                
                                
                                
                                39,176Amortization
      of debt discount
                                
                                
                                506,544
                                
                                
                                
                                -
                                
                                
                                
                                766,213
                                
                                
                                
                                -
                                
                                
                                
                                766,213Total
      Expenses
                                
                                
                                1,052,215
                                
                                
                                
                                299,668
                                
                                
                                
                                1,979,917
                                
                                
                                
                                621,883
                                
                                
                                
                                4,249,109LOSS
      BEFORE OTHER INCOME
                                
                                
                                (1,051,682
                                )
                                
                                
                                (286,737
                                )
                                
                                
                                (1,979,119
                                )
                                
                                
                                (602,725
                                )
                                
                                
                                (4,183,076
                                )OTHER
      INCOME:Income
      from Partnership Interest
                                
                                
                                -
                                
                                
                                
                                618
                                
                                
                                
                                -
                                
                                
                                
                                618
                                
                                
                                
                                2,423NET
      LOSS
                                
                                $
                                (1,051,682
                                )
                                
                                $
                                (286,119
                                )
                                
                                $
                                (1,979,119
                                )
                                
                                $
                                (602,107
                                )
                                
                                $
                                (4,180,653
                                )BASIC
      LOSS PER SHARE, Based on Weighted-Average Shares
    Outstanding
                                
                                $
                                (0.03
                                )
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.06
                                )
                                
                                $
                                (0.03
                                )WEIGHTED-AVERAGE
      COMMON SHARES OUTSTANDING
                                
                                
                                32,266,285
                                
                                
                                
                                28,040,670
                                
                                
                                
                                32,266,285
                                
                                
                                
                                22,302,215See accompanying condensed notes to consolidated
      interim financial statements.





~ 4
~








HuntMountain
      Resources Ltd. and Subsidiaries(An
      Exploration Stage Enterprise)Consolidated
      Statements of Cash FlowsSix
      Months
                                Ended
      June 30,
                              
                              
                              From
      Inception
                                of
      Development Stage
                                July
      1, 2005 through2007
                              
                              
                              2006
                              
                              
                              June
      30, 2007(Unaudited)
                              
                              
                              (Unaudited)Increase
      (Decrease) in Cash and Cash EquivalentsCASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                              
                              $
                              (1,979,119
                              )
                              
                              $
                              (602,107
                              )
                              
                              $
                              (4,180,653
                              )Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
    ActivitiesDepreciation
                              
                              
                              1,869
                              
                              
                              
                              703
                              
                              
                              
                              5,143Stock
      Option Compensation Expense
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              71,000Common
      Stock Issued for Services
                              
                              
                              9,000
                              
                              
                              
                              138,750
                              
                              
                              
                              230,750Gain
      on sale of precious metal investments
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (15,194
                              )(Increase)
      Decrease in Prepaid Assets
                              
                              
                              10,192
                              
                              
                              
                              9,311
                              
                              
                              
                              (8,433
                              )Increase
      in Accrued Liabilities
                              
                              
                              19,733
                              
                              
                              
                              37,611
                              
                              
                              
                              67,765Financing
      charge
                              
                              
                              39,176
                              
                              
                              
                              -
                              
                              
                              
                              39,176Amortization
      of debt discount
                              
                              
                              766,213
                              
                              
                              
                              -
                              
                              
                              
                              766,213Net
      Cash Used in Operating Activities
                              
                              
                              (1,132,936
                              )
                              
                              
                              (415,732
                              )
                              
                              
                              (3,024,233
                              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of Equipment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (11,216
                              )Sale
      of Precious Metal Investments
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              28,913Bonds
      for Argentina Property Bid
                              
                              
                              (233,709
                              )
                              
                              
                              -
                              
                              
                              
                              (233,709
                              )Property
      Purchase Option
                              
                              
                              -
                              
                              
                              
                              (70,000
                              )
                              
                              
                              (70,000
                              )Net
      Cash Used in Investing Activities
                              
                              
                              (233,709
                              )
                              
                              
                              (70,000
                              )
                              
                              
                              (286,012
                              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from Sales of Common Stock
                              
                              
                              -
                              
                              
                              
                              1,003,870
                              
                              
                              
                              1,132,870Proceeds
      from Note Payable - Related Party
                              
                              
                              1,107,000
                              
                              
                              
                              -
                              
                              
                              
                              1,107,000Net
      Cash Provided by Financing Activities
                              
                              
                              1,107,000
                              
                              
                              
                              1,003,870
                              
                              
                              
                              2,239,870NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                              
                              
                              (259,645
                              )
                              
                              
                              518,138
                              
                              
                              
                              (1,070,375
                              )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                              
                              
                              297,191
                              
                              
                              
                              901,162
                              
                              
                              
                              1,107,921CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                              
                              $
                              37,546
                              
                              
                              $
                              1,419,300
                              
                              
                              $
                              37,546See
      accompanying condensed notes to consolidated interim financial
      statements.





~ 5
~





HUNTMOUNTAIN
RESOURCES LTD., LTD.


CONDENSED
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS





NOTE
1 - BASIS OF PRESENTATION




The
unaudited financial statements have been prepared by HuntMountain Resources Ltd.
(the Company), pursuant to the rules and regulations of the Securities and
Exchange Commission (the SEC).  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been omitted pursuant to such SEC rules and regulations.  These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company’s Annual Report on Form 10-KSB for the
year ended December 31, 2006, which was filed April 16, 2007.  In the
opinion of management of the Company, the foregoing statements contain all
adjustments necessary to present fairly the financial position of the Company as
of June 30, 2007, and its results of operations and cash flows for the three-
and six-month periods ended June 30, 2007 and 2006.  The interim
results reflected in the foregoing financial statements are not considered
indicative of the results expected for the full fiscal year.




NOTE
2 - STOCK OPTION PLAN





At June
30, 2007, there were 1,395,000 stock options granted to directors, employees,
and consultants, of which 1,095,000 are vested as of June 30,
2007.  The fair value of each option is estimated on the vesting date
using the Black-Scholes Option Price Calculation.  There were no
options that vested during the quarter ended June 30, 2007; therefore, the
Company had no stock option expense for the quarter.  Expenses for the
remaining options will be recorded as they vest in the remainder of 2007 and in
2008.  The following table summarizes the terms of the options
outstanding at June 30, 2007:




Number
      of
                      Options
                    
                    
                    Weighted
      Average Exercise
                      Price
                    
                    
                    Weighted
      Average
                      Remaining
                      Contractual
      Life
                      (Years)
                    
                    
                    Number
      of
                      Exercisable
                      Options
      at
                      June
      30, 200790,000
                    
                    
                    $
                    0.20
                    
                    
                    
                    4.59
                    
                    
                    
                    40,000700,000
                    
                    
                    $
                    0.25
                    
                    
                    
                    3.97
                    
                    
                    
                    600,000100,000
                    
                    
                    $
                    0.30
                    
                    
                    
                    4.34
                    
                    
                    
                    100,00010,000
                    
                    
                    $
                    0.34
                    
                    
                    
                    3.09
                    
                    
                    
                    10,00010,000
                    
                    
                    $
                    0.37
                    
                    
                    
                    2.77
                    
                    
                    
                    10,00050,000
                    
                    
                    $
                    0.38
                    
                    
                    
                    5.00
                    
                    
                    
                    0150,000
                    
                    
                    $
                    0.45
                    
                    
                    
                    4.26
                    
                    
                    
                    150,0005,000
                    
                    
                    $
                    0.55
                    
                    
                    
                    4.01
                    
                    
                    
                    5,00025,000
                    
                    
                    $
                    0.58
                    
                    
                    
                    0.00
                    
                    
                    
                    25,00055,000
                    
                    
                    $
                    0.60
                    
                    
                    
                    4.95
                    
                    
                    
                    5,000200,000
                    
                    
                    $
                    0.63
                    
                    
                    
                    4.51
                    
                    
                    
                    150,000TOTALS
                    
                    
                    1,395,000
                    
                    
                    $
                    0.353
                    
                    
                    
                    4.14
                    
                    
                    
                    1,095,000





~ 6
~





NOTE
3 – WARRANTS OUTSTANDING





In
December 2006, the Company sold 300,000 units at a price of $0.43 to Hunt Family
Limited Partnership (HFLP), a Washington Limited Partnership controlled by the
Company’s Chairman and CEO as part of a private placement.  Each unit
was comprised of one share of the Company’s common stock and one redeemable
warrant to purchase one share of the Company’s common stock, exercisable at
$0.60 for a period of 2 years.  The private placement was made
pursuant to a Regulation D Rule 506 exemption from registration under the
Securities Act of 1933, as amended.  There was no commission paid,
directly or indirectly, to any person in conjunction with the sale of the
units.  The Company received gross proceeds of $129,000 from the
offering.  In connection with the transaction, the Company issued
warrants to acquire an additional 300,000 shares of common stock at a price of
$0.60 per share.  These 300,000 warrants are still outstanding as of
June 30, 2007.





NOTE
4 – PERFORMANCE BOND





As of the
quarter ended June 30, 2007, the Company has $233,709 in cash that was used to
purchase a performance bond as a requirement of our exploration agreement on our
La Josefina property in Argentina.  The bond has a face value of
$600,000, or 10% of our required investment under the terms of the
agreement.





NOTE
5 – COMMITMENTS





As of the
quarter ended June 30, 2007, the Company has agreements to pay advance royalty
and lease payments on exploration properties.  The commitments are as
follows:




DUN
GLEN PROPERTY – PERSHING COUNTY, NEVADA





The
Company has a lease for the Dun Glen property with an option to purchase a 100%
interest in the claims.  Lease payments began in 2006 and are
considered advance royalty payments.  The term of the lease is 10
years, renewable at the Company’s option for an additional ten
years.  The Company paid $37,500 in advance royalty payments during
the quarter ended March 31, 2007, for this property.  Future annual
advance royalty payments begin at $45,000 per year in 2008 and escalate to
$72,500 per year at the end of the fifth year of the lease and for every year
beyond that, until the lease is terminated or the purchase option is
exercised.   The Company has also agreed to keep the claims in
good standing until the lease is terminated or the purchase option is
exercised.




BAJO
POBRE PROPERTY – SANTA CRUZ PROVINCE, ARGENTINA





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





~ 7
~





ABITIBI
PROPERTIES – QUEBEC, CANADA





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




FACILITY
LEASES:





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




BRIDGE
FINANCING:





As of
January 31, 2007, HuntMountain Resources Ltd. has obtained an unsecured
loan commitment for multiple advances up to $2,000,000 from Tim Hunt, the
Company’s Chairman and CEO, and/or entities controlled by Mr. Hunt, for the
specific purpose of providing working capital, surety, bonding and/or
indemnification purposes for HuntMountain Resources Ltd. and its
subsidiaries.  The maturity on the loan(s) shall be not more than 180
days beyond the date of the note(s).  The simple interest rate shall
be not more than eleven percent (11%) per annum on the actual day’s accrual
basis.  A loan fee shall not exceed one percent (1%).  It is
the understanding of the parties that the loan is to be repaid through receipt
of cash from securities sales in a HuntMountain Resources Ltd. private
placement.  At the creditor’s discretion the outstanding principal and
interest may be converted into units, valued at $0.43, with each unit consisting
of one share of common stock and one warrant to acquire one additional share of
common stock at $0.60 for a period up to 2 years.  The total of the
advances received under this loan commitment as of June 30, 2007, is
$1,107,000.  For the second quarter of 2007, the Company has accrued
interest expense related to this debt in the amount of $28,219.




In
accordance with EITF 00-27, the Company recognized a beneficial conversion
feature associated with the notes convertibility into shares and warrants. The
total value of warrants was determined using the Black-Scholes option price
calculation. In employing this model, the Company used the actual three month
T-Bill rate on the advance dates for the risk-free rate. Similarly, the actual
share price on advance dates was used in the calculation. The Company assumed
expected volatility of 82%, no dividends and a two year horizon in all
Black-Scholes option price calculations. The total value of warrants was
$122,784 and the total value of shares was $12,940 in the second quarter of
2007.





Following
the guidance provided by EITF 00-27 the Company allocated proceeds first to the
warrants issuable upon conversion of the note. The value of the warrants was
recorded on the balance sheet as debt discounts and increases to shareholder’s
equity. The debt discounts are being amortized over the remaining life of the
convertible note. The value of warrants in excess of the actual debt advance
amounts were expensed as financing fees.





~ 8
~





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.





NOTE
6 - SUBSEQUENT EVENTS





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




In August
2007, the Company obtained an amended, unsecured loan commitment for multiple
advances up to $5,000,000 from Tim Hunt, The Company’s Chairman and CEO, and/or
entities controlled by Mr. Hunt, to provide working capital for the Company and
its subsidiaries until a public financing is completed.  The amended
note was effective on July 31, 2007.  The amended and restated
convertible unsecured note was completed to amend the previous bridge financing
note that was to mature on July 31, 2007.  The simple interest rate
shall be eleven percent (11%) per annum.  The aggregate amount of
unpaid advances and accrued and unpaid interest under the amended note shall be
convertible into equity securities of the Company at the same price and terms as
securities sold by the Company to investors in its next equity
financing.  The amended note amends and restates, and does not
evidence payment of, the Unsecured Note for Multiple Advances effective January
31, 2007.  The total of the advances received under the initial note,
as of July 31, 2007, was $1,307,000 and the total interest accrued on the note
as of June 30, 2007 was $42,360.




NOTE
7 – CORRECTION OF AN ERROR





The
Company has corrected its accounting treatment for certain non-cash adjustments
primarily related to the calculation and recognition of debt discount, financing
charges and amortization of debt discount in accordance with EITF 00-27inconnection with the
debt incurred under the bridge financing (See Note 5).





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





~ 9
~








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








ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS





We had no
revenues from operations during the recently completed quarter. Our only income
has been derived from interest and dividends on our cash and cash investments.
Interest and dividend income for the three-month period ended June 30, 2007
decreased to $533 from $12,931 for the same period ended June 30, 2006. This
decrease is due to the fact that the Company had less cash on hand during the
quarter ended June 30, 2007 than during the same period ended June 30,
2006.  The Company had higher cash balances on hand during the second
quarter of 2006 due to the cash received from the exercise of warrants during
that quarter.




For the
six-month period ended June 30, 2007, interest and dividend income decreased to
$798 from $19,158 for the same period ended June 30, 2006. This decrease is due
to the fact that the Company had less cash on hand during the first half of 2007
than during the same period in 2006.  The Company had higher cash
balances on hand during 2006 due to the cash received from private placements
and the exercise of warrants.




We had a
net loss of $1,051,682 during the three-month period ended June 30,
2007.  This compares to a net loss of $286,119 during the three-month
period ended June 30, 2006. The increase in our net loss was due to amortization
expense relating to the debt discount on the convertible note, significantly
higher exploration expenditures, increased payroll and related expenditures, and
interest expense related to the bridge financing provided by entities controlled
by our Chairman.  Interest was accrued, but none was paid or converted
to equity during this quarter.  The increased expenses were partially
offset by lower marketing and administrative expenses.  For the
quarter ended June 30, 2007, the Company incurred no non-cash expenses for stock
options as no stock options vested during the quarter.  In the second
quarter of 2006, the company incurred a non-cash expense of $6,750 for stock
options issued for services.





~ 10
~





We had a
net loss of $1,979,119 during the six-month period ended June 30,
2007.  This compares to net loss of $602,107 during the six-month
period ended June 30, 2006. The increase in our net loss was due to amortization
expense relating to the debt discount on the convertible note, financing charges
relating to the convertible note, significantly higher exploration costs, higher
payroll and related expenditures, and higher administrative costs, including
interest accrued on the bridge financing provided to the company by entities
controlled by our Chairman.  The increased expenses were partially
offset by reduced marketing and non-cash costs related to the vesting of stock
options.  For the six-month period ended June 30, 2007, the Company
incurred $9,000 in non-cash expenses for stock options whereas in the same
period of 2006, the company incurred non-cash expenses of $138,750 for stock
options.




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




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




Plan of
Operation





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




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




Santa Cruz-Argentina




The
Company owns the mineral exploration rights to seven property positions in the
highly prospective Santa Cruz Province of Argentina totaling approximately
270,000 acres (over 1,000 sq. km).  The properties are called La
Josefina, Bajo Pobré, El Gateado, El Alazan, El Overo, El Lobuno, and El
Tordillo.   The Company has renewed the contract of an Argentine
senior geologist with extensive experience in Santa Cruz to implement the field
exploration program that includes detailed geologic mapping, diamond core
drilling, and geochemical sampling.  Other contractors and employees
have been hired to perform our exploration activities in Santa
Cruz.  Channel samples and preliminary drill results from the El
Gateado property have indicated sufficient mineralization to merit further
exploration and drilling.  As soon as the weather allows following the
Argentina winter, the Company intends to initiate sampling and drilling programs
at La Josefina, Bajo Pobré, and El Gateado with the goal of defining mineral
resources.  Reconnaissance exploration will also take place on the
remaining Argentine properties.





Dun Glen Gold Project -
Nevada




The Dun
Glen Gold Project consists of 94 contiguous unpatented lode mining claims
covering approximately 1,700 acres within the Sierra Mining District, an area
with historic published production of at least 250,000 ounces of gold from both
lode and placer sources.  From 1862 to1880, and throughout the early
20th century, gold production occurred within the project area at a number of
small underground mines.  During 2006, the Company implemented a field
exploration program at Dun Glen which included surface geochemical sampling, a
geophysical survey, and detailed geologic mapping to delineate drill
targets.  A ground magnetic survey took place in July 2006, and an
initial drill program was commenced where approximately 3,600 feet of core was
drilled in four exploration holes.  The program was suspended in
December 2006 due to winter conditions.  Each of the four holes
completed before the winter hiatus intersected significant widths of strongly
anomalous precious metal mineralization.  In May 2007, a technical
report complying with Canada’s NI 43-101 standards was completed, and an
exploration program valued at $675,000 was recommended for this
property.  Due to the Company’s emphasis on its opportunities in
Argentina, no further work has been done at Dun Glen.





~ 11
~





Quebec -
Canada




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




Liquidity





It is
anticipated that expenditures will continue to increase as we move forward with
our exploration programs on our current properties and seek additional
opportunities with other properties.  We have sufficient resources,
including a bridge loan commitment from an entity controlled by the Company’s
Chairman and CEO, to meet our financial obligations for the next twelve
months.  The bridge loan is evidenced by a note that was originally
executed on January 31, 2007 and was to mature on July 31, 2007.  That
note was amended with an amended note signed on August 9, 2007 with an effective
date of July 31, 2007.  The maturity date of the amended note was
extended to July 1, 2008.  The amount of the note has been amended to
$5,000,000 and is convertible into equity at the terms of our next public
financing, subject to certain terms and conditions in the note.  The
Company also expects to raise funds through a debt or equity offering to expand
our exploration programs and acquire additional properties; although there is no
assurance that an offering will be available on terms favorable to the company,
or at all.




Forward Looking
Statements





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





~ 12
~





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


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


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


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


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


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


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


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


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





ITEM
3. CONTROLS AND PROCEDURES





As of the
end of the period covered by this report, the company carried out an evaluation,
under the supervision and with the participation of the company’s management,
including the company’s principal executive officer and principal financial
officer, of the effectiveness of the design and operation of the company’s
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14.  Based upon that evaluation, the principal executive officer
and principal financial officer concluded that the company’s disclosure controls
and procedures are effective.




There
have not been any changes in our internal control over financial reporting
during the quarter ended June 30, 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




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





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





PART
II OTHER INFORMATION





Items
deleted are not applicable.





ITEM
5.  OTHER INFORMATION





ITEM
6.  EXHIBITS





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


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


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


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




~ 13
~




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 HuntTIM
      HUNT, PRESIDENT, CEO AND CHAIRMANDATE:  November
      3, 2008HUNTMOUNTAIN
      RESOURCES LTD./s/
      Bryn HarmanBRYN
      HARMAN, CHIEF FINANCIAL OFFICERDATE:
      November 3, 2008






~ 14 ~