U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

                        Commission File Number 333-149338


                              MESQUITE MINING, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                 4321 7th Avenue
                              Los Angeles, CA 90008
          (Address of principal executive offices, including zip code)

                     Phone (760) 408-5748 Fax (309) 404-5748
                     (Telephone number, including area code)

Check 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 the last 90 days. YES [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 or the Exchange Act). YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,500,000 shares as of May 4, 2009.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The un-audited quarterly financial statements for the 3 months ended March 31,
2009, prepared by the company, immediately follow.



                                       2
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                                 Balance Sheet
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            As of               As of
                                                                           March 31,         December 31,
                                                                             2009               2008
                                                                           --------           --------
<S>                                                                        <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                     $  6,982           $  8,957
                                                                           --------           --------
TOTAL CURRENT ASSETS                                                          6,982              8,957
                                                                           --------           --------

                                                                           $  6,982           $  8,957
                                                                           ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                         $    985           $     --
                                                                           --------           --------
TOTAL CURRENT LIABILITIES                                                       985                 --

TOTAL LIABILITIES                                                               985                 --

STOCKHOLDERS' EQUITY
  Common stock, ($0.0001 par value, 80,000,000 shares authorized;
   2,500,000 shares issued and outstanding as of
   March 31, 2009 and December 31, 2008 respectively)                           250                250
  Additional paid-in capital                                                 39,750             39,750
  Deficit accumulated during exploration stage                              (34,003)           (31,043)
                                                                           --------           --------
TOTAL STOCKHOLDERS' EQUITY                                                    5,997              8,957
                                                                           --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                             $  6,982           $  8,957
                                                                           ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       3
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                             Statement of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    October 23, 2007
                                                                                      (inception)
                                            Period Ended         Period Ended           through
                                              March 31,            March 31,            March 31,
                                                2009                 2008                 2009
                                             ----------           ----------           ----------
<S>                                          <C>                  <C>                  <C>
REVENUES
  Revenues                                   $       --           $       --           $       --
                                             ----------           ----------           ----------
TOTAL REVENUES                                       --                   --                   --

OPERATING COSTS
  General & Administrative Expenses               2,960                6,215               27,503
  Mineral Expenitures                                --                   --                6,500
                                             ----------           ----------           ----------
TOTAL OPERATING COSTS                             2,960                6,215               34,003
                                             ----------           ----------           ----------

NET INCOME (LOSS)                            $   (2,960)          $   (6,215)          $  (34,003)
                                             ==========           ==========           ==========

BASIC EARNINGS PER SHARE                     $    (0.00)               (0.00)
                                             ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                    2,500,000            1,500,000
                                             ==========           ==========
</TABLE>


                        See Notes to Financial Statements

                                       4
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                  Statement of Changes in Stockholders' Equity
            From October 23, 2007 (Inception) through March 31, 2009
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 Deficit
                                                                                Accumulated
                                                      Common      Additional      During
                                        Common        Stock        Paid-in      Exploration
                                        Stock         Amount       Capital        Stage           Total
                                        -----         ------       -------        -----           -----
<S>                                   <C>          <C>           <C>            <C>             <C>
BALANCE, OCTOBER 23, 2007                     --      $   --       $     --      $     --       $     --

Stock issued for cash on
November 3, 2007 @ $0.01
per share                              1,500,000         150         14,850                       15,000

Net loss, December 31, 2007                                                        (8,493)        (8,493)
                                      ----------      ------       --------      --------       --------

BALANCE, DECEMBER 31, 2007             1,500,000      $  150       $ 14,850      $ (8,493)      $  6,507
                                      ==========      ======       ========      ========       ========
Stock issued for cash on
April 5, 2008 @ $.025
per share                              1,000,000         100         24,900                       25,000

Net loss, December 31, 2008                                                       (22,550)       (22,550)
                                      ----------      ------       --------      --------       --------

BALANCE, DECEMBER 31, 2008             2,500,000      $  250       $ 39,750      $(31,043)      $  8,957
                                      ==========      ======       ========      ========       ========

Net loss, March 31, 2009                                                           (2,960)        (2,960)
                                      ----------      ------       --------      --------       --------

BALANCE, MARCH 31, 2009                2,500,000      $  250       $ 39,750      $(34,003)      $  5,997
                                      ==========      ======       ========      ========       ========
</TABLE>


                        See Notes to Financial Statements

                                       5
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    October 23, 2007
                                                                                                      (inception)
                                                                Period Ended       Period Ended         through
                                                                  March 31,          March 31,          March 31,
                                                                    2009               2008               2009
                                                                  --------           --------           --------
<S>                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $ (2,960)          $ (6,215)          $(34,003)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
     Increase (Decrease) in Accounts Payable                           985                 --                985
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (1,975)            (6,215)           (33,018)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                 --                 --

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                             250
  Additional paid-in capital                                        39,750
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           --                 --             40,000
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                     (1,975)            (6,215)             6,982

CASH AT BEGINNING OF PERIOD                                          8,957              6,507                 --
                                                                  --------           --------           --------

CASH AT END OF PERIOD                                             $  6,982                292           $  6,982
                                                                  ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                        $     --           $     --           $     --
                                                                  ========           ========           ========
  Income Taxes                                                    $     --           $     --           $     --
                                                                  ========           ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       6
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2009
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Mesquite  Mining,  Inc. (the Company) was incorporated on October 23, 2007 under
the laws of the State of  Delaware.  The  Company  is  primarily  engaged in the
acquisition and exploration of mining properties.

The Company has been in the  exploration  stage since its  formation and has not
yet  realized  any revenues  from its planned  operations.  Upon the location of
commercially  mineable  reserves,  the  Company  plans to  prepare  for  mineral
extraction and enter the development stage.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company  reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes.

USE OF ESTIMATES

Management   uses  estimates  and   assumptions  in  preparing  these  financial
statements in accordance with generally accepted  accounting  principles.  Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent  assets and liabilities,  and the reported revenues
and expenses.

PRO FORMA COMPENSATION EXPENSE

No stock  options  have been issued by the  Company.  Accordingly;  no pro forma
compensation expense is reported in these financial statements.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

The Company  expenses all costs related to the  acquisition  and  exploration of
mineral  properties  in  which  it  has  secured  exploration  rights  prior  to
establishment  of proven and  probable  reserves.  To date,  the Company has not
established the commercial feasibility of any exploration prospects;  therefore,
all costs are being expensed.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization,  when appropriate, using both
straight-line  and declining  balance methods over the estimated  useful life of
the assets (five to seven years).  Expenditures  for maintenance and repairs are
charged to expense as incurred.  Additions, major renewals and replacements that
increase the property's  useful life are capitalized.  Property sold or retired,


                                       7
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2009
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

together  with  the  related  accumulated   depreciation  is  removed  from  the
appropriate accounts and the resultant gain or loss is included in net income.

INCOME TAXES

The Company  accounts  for its income  taxes in  accordance  with  Statement  of
Financial  Accounting  Standards No. 109,  "Accounting for Income Taxes".  Under
Statement  109,  a  liability  method is used  whereby  deferred  tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more  likely than not,  that the  Company  will not realize the tax assets
through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value  of  Financial  Instruments",  requires  the  Company  to  disclose,  when
reasonably  attainable,  the fair  market  values of its assets and  liabilities
which  are  deemed  to  be  financial   instruments.   The  Company's  financial
instruments consist primarily of cash and certain investments.

INVESTMENTS

Investments  that are  purchased in other  companies are valued at cost less any
impairment in the value that is other than temporary in nature.

PER SHARE INFORMATION

The Company  computes  per share  information  by dividing  the net loss for the
period  presented by the weighted  average number of shares  outstanding  during
such period.

NOTE 3 - PROVISION FOR INCOME TAXES

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income   during  the  period   that   deductible   temporary   differences   and
carry-forwards  are expected to be available to reduce  taxable  income.  As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.

                                       8
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2009
--------------------------------------------------------------------------------

                                                            As of March 31, 2009
                                                            --------------------
   Deferred tax assets:
     Net Operating Loss                                          $ 34,003
     Tax Rate                                                          34%
     Gross deferred tax assets                                   $ 11,561
     Valuation allowance                                         $(11,561)

     Net deferred tax assets                                     $      0

NOTE 4 - COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is not presently involved in any litigation.

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.

NOTE 6 - GOING CONCERN

Future  issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its  operations  and  continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.

The financial  statements  of the Company have been  prepared  assuming that the
Company  will  continue  as a going  concern,  which  contemplates,  among other
things,  the  realization of assets and the  satisfaction  of liabilities in the
normal course of business.  The Company has incurred  cumulative net losses of $
34,003 since its inception and requires capital for its contemplated operational
and  marketing  activities  to  take  place.  The  Company's  ability  to  raise
additional capital through the future issuances of common stock is unknown.  The
obtainment of additional financing,  the successful development of the Company's
contemplated  plan  of  operations,  and  its  transition,  ultimately,  to  the
attainment  of profitable  operations  are necessary for the Company to continue
operations.  The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements  of the Company do not include any  adjustments  that may result from
the outcome of these aforementioned uncertainties.

                                       9
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2009
--------------------------------------------------------------------------------

NOTE 7 - RELATED PARTY TRANSACTIONS

Beverly  Frederick,  the sole  officer and  director of the Company  may, in the
future,  become  involved  in  other  business   opportunities  as  they  become
available, thus she may face a conflict in selecting between the Company and her
other  business  opportunities.  The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 8 - STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of Statement of Financial  Accounting  Standards 123. Thus issuances
shall be accounted  for based on the fair value of the  consideration  received.
Transactions  with  employees'  stock issuance are in accordance with paragraphs
(16-44) of Statement of Financial  Accounting  Standards  123.  These  issuances
shall be accounted for based on the fair value of the "consideration received or
the fair value of the equity  instruments  issued,  or whichever is more readily
determinable.

On  November 3, 2007 the Company  issued a total of  1,500,000  shares of common
stock to one  director  for cash in the amount of $0.01 per share for a total of
$15,000.

On April 5, 2008, the Company issued a total of 1,000,000 shares of common stock
for cash in the amount of $.025 per share for a total of $25,000.

As of March 31, 2009 the Company had 2,500,000 shares of common stock issued and
outstanding.

NOTE 9 - STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of March 31, 2009.

Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 2,500,000 shares
issued and outstanding.

NOTE 10 - MINERAL PROPERTY

The Company owns an  undivided  100%  interest in a mineral  claim (known as the
"Candy Lode Mining  Claim")  located in the Yellow Pine Mining  District,  Clark
County, Nevada.

                                       10
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2009
--------------------------------------------------------------------------------

NOTE 11 - RECENT ACCOUNTING PRONOUCEMENTS

In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year  Misstatements  when  Quantifying  Misstatements  in Current Year Financial
Statements."  SAB No. 108  addresses  how the effects of prior year  uncorrected
misstatements  should be considered when  quantifying  misstatements  in current
year  financial   statements.   SAB  No.  108  requires  companies  to  quantify
misstatements  using a  balance  sheet  and  income  statement  approach  and to
evaluate  whether  either  approach  results  in  quantifying  an error  that is
material in light of relevant  quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The adoption of SAB No.
108 had no material effect on the Company's financial statements.

In September  2006,  the FASB issued SFAS No. 157, "Fair Value  Measures".  This
Statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles (GAAP),  expands disclosures about
fair value measurements,  and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements.  However,  the FASB anticipates that for some entities,
the  application of SFAS No. 157 will change current  practice.  SFAS No. 157 is
effective  for  financial  statements  issued for fiscal years  beginning  after
November  15,  2007,  which for the Company  would be the fiscal year  beginning
March 1, 2008.  The Company is currently  evaluating  the impact of SFAS No. 157
but does  not  expect  that it will  have a  material  impact  on its  financial
statements.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined  Benefit  Pension  and  Other  Post-retirement  Plans."  This  Statement
requires an employer to recognize  the over funded or under  funded  status of a
defined benefit post retirement  plan (other than a  multi-employer  plan) as an
asset or liability in its  statement  of  financial  position,  and to recognize
changes in that  funded  status in the year in which the changes  occur  through
comprehensive income. SFAS No. 158 is effective for fiscal

years ending after December 15, 2006. The  implementation of SFAS No. 158 had no
material impact on the Company's financial position and results of operations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities".  This statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized  gains and losses on items for which the fair  value  option has been
elected are  reported in earnings.  SFAS No. 159 is  effective  for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions. We are an exploration stage company
and have not yet generated or realized any revenues.

BUSINESS

Mesquite Mining, Inc. was incorporated on October 23, 2007 under the laws of the
State of Delaware. We are engaged in the business of acquisition, exploration
and development of natural resource properties.

We currently own a 100% undivided interest in the Candy Lode Mineral Claim
located in Clark County, State of Nevada that we call the "Candy Property." We
are currently conducting mineral exploration activities on the Candy Property in
order to assess whether it contains any commercially exploitable mineral
reserves. Currently there are no known mineral reserves on the Candy Property.

We have not earned any revenues to date. Our independent auditor has issued an
audit opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

In December, 2007, we purchased a 100% undivided interest in a mineral claim
known as the Candy Lode Claim for a price of $8,500. The claims are in good
standing until September 1, 2009.

We engaged Laurence Sookochoff, P. Eng., to prepare a geological evaluation
report on the Candy Property. Mr. Sookochoff is a consulting professional
geologist in the Geological Section of the Association of Professional Engineers
and Geoscientists of British Columbia. Mr. Sookochoff attended the University of
British Columbia and holds a Bachelor of Science degree in geology. The work
completed by Mr. Sookochoff in preparing the geological report consisted of a
review of geological data from previous exploration within the region. The
acquisition of this data involved the research and investigation of historical
files to locate and retrieve data information acquired by previous exploration
companies in the area of the mineral claims.

We received the geological evaluation report on the Candy Property entitled
"Geological Evaluation Report on the Candy Lode Mining Claim, Yellow Pine Mining
District, Clark County, Nevada, USA" prepared by Mr. Sookochoff on December 15,
2007. The geological report summarizes the results of the history of the

                                       12
<PAGE>
exploration of the mineral claims, the regional and local geology of the mineral
claims and the mineralization and the geological formations identified as a
result of the prior exploration. The geological report also gives conclusions
regarding potential mineralization of the mineral claims and recommends a
further geological exploration program on the mineral claims.

PLAN OF OPERATION

Our cash balance is $6,982 as of March 31, 2009. In April 2008 we offered and
sold 1,000,000 shares of common stock at $0.25 per share for total proceeds of
$25,000 pursuant to our S-1 offering. We believe our cash balance is sufficient
to fund our limited levels of operations for the next twelve months. If we
experience a shortage of funds we may utilize funds from our director, who has
informally agreed to advance funds to allow us to pay for filing fees, and
professional fees, however she has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. We are an exploration stage
company and have generated no revenue to date. At March 31, 2009 we had sold
$40,000 in equity securities to pay for our operations.

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that stage.

Our plan of operation is to conduct mineral exploration activities on the Candy
Property in order to assess whether the property contains mineral reserves
capable of commercial extraction. Our exploration program is designed to explore
for commercially viable deposits of silver, gold and other minerals. We have not
identified any commercially exploitable reserves of these minerals on the Candy
Property.

We have completed phase one of the exploration program on the property and are
currently in discussions with the geologist on his findings and recommendations.
Our plan of operation for the next twelve months is to complete phase two of the
exploration program on our claim if the results of phase one warrants further
exploration. We have not made a final decision as of the date of this report. In
addition to the $9,500 we anticipate spending for Phase 2 for the exploration
program as outlined below if decide to proceed, we anticipate spending an
additional $2,500 on professional and administrative fees, including fees
payable in connection with complying with reporting obligations. Total
expenditures over the next 12 months are therefore expected to be approximately
$13,000. If we experience a shortage of funds during the next 12 months, we may
utilize funds from our director, who has informally agreed to advance funds to
allow us to pay for professional fees and operation expenses, however she has no
formal commitment, arrangement or legal obligation to advance or loan funds to
the company.

We engaged Mr. Laurence Sookochoff, P. Eng., to prepare a geological evaluation
report on the Candy Property. Mr. Sookochoff's report summarizes the results of

                                       13
<PAGE>
the history of the exploration of the mineral claims, the regional and local
geology of the mineral claims and the mineralization and the geological
formations identified as a result of the prior exploration in the claim areas.
The geological report also gives conclusions regarding potential mineralization
of the mineral claims and recommends a further geological exploration program on
the mineral claims. The exploration program recommended by Mr. Sookochoff is as
follows:

<TABLE>
<CAPTION>
Phase              Exploration Program                   Cost                      Status
-----              -------------------                   ----                      ------
<S>         <C>                                        <C>           <C>
Phase I     VLF-EM and magnetometer surveys             $ 6,500      Completed

Phase II    Localized soil surveys, trenching and       $ 9,500      Expected to be completed in summer, 2009
            sampling over known and indicated                        (depending on the results of Phase 1, and
            mineralized zones                                        consulting geologist's schedule).


Phase III   Test Diamond drilling outlined by           $70,000      Expected to be completed in 2010
            Phase 1 and 2 programs.                                  (depending on the results of Phase 2, and
                                                                     consulting geologist's schedule.)

            TOTAL ESTIMATED COST                        $86,000
</TABLE>

We commenced Phase I of the exploration program on the claim in July, 2008. We
have received the geologists report and are in discussions with him regarding
his recommendations for the property.

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.

If we decide to proceed with Phase II of our exploration program, the estimated
cost of this program is $9,500 and will take approximately 10 days to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.

Following Phase II of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with Phase III of our
exploration program if we are able to raise the funds necessary. The estimated
cost of this program is $70,000 and will take approximately 2 weeks to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.

We anticipate commencing Phase II of our exploration program in summer, 2009,
depending on the results of Phase 1. Subject to financing, we anticipate
commencing Phase III of our exploration program in 2010, depending on whether
Phase II program proves successful in identifying mineral deposits. We have a
verbal agreement with Laurence Sookochoff, P. Eng., the consulting geologist who
prepared the geology report on our claim, to retain his services for our
exploration program. We will require additional funding to proceed with Phase
III and any subsequent work on the claim, we have no current plans on how to

                                       14
<PAGE>
raise the additional funding. We cannot provide investors with any assurance
that we will be able to raise sufficient funds to proceed with any work after
the first two phases of the exploration program.

RESULTS OF OPERATIONS

We are still in our exploration stage and have generated no revenues to date.

We incurred operating expenses of $2,960 and $6,215 for the three months ended
March 31 2009 and 2008. These expenses consisted of general operating expenses
and professional fees incurred in connection with the day to day operation of
our business and the preparation and filing of our periodic reports. Our net
loss from inception through March 31, 2009 was $34,003.

Cash provided by financing activities for the period from inception through
March 31, 2009 was $40,000, $15,000 from the sale of 1,500,000 shares of common
stock to a director of the company for $0.01 per share and $25,000 from the sale
of 1,000,000 shares of common stock at $0.25 per share pursuant to our S-1
offering.

Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at March 31, 2009 was $6,982 with $985 in outstanding
liabilities. We are an exploration stage company and have generated no revenue
to date.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

     -    Pertain to the maintenance of records that in reasonable detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

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     -    Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with accounting principles generally accepted in the United States of
          America and that receipts and expenditures of the company are being
          made only in accordance with authorizations of management and
          directors of the company; and

     -    Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of the company's
          assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of March 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of March 31, 2009.

Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management

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believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.

MANAGEMENT'S REMEDIATION INITIATIVES

In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.

We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form S-1
Registration Statement, filed under SEC File Number 333-149338, at the SEC
website at www.sec.gov:

     Exhibit No.                        Description
     -----------                        -----------

        3.1            Articles of Incorporation*
        3.2            Bylaws*
       31.1            Sec. 302 Certification of Principal Executive Officer
       31.2            Sec. 302 Certification of Principal Financial Officer
       32.1            Sec. 906 Certification of Principal Executive Officer
       32.2            Sec. 906 Certification of Principal Financial Officer

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                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

May 4, 2009                       Mesquite Mining, Inc., Registrant


                                  By: /s/ Beverly Frederick
                                      ------------------------------------------
                                      Beverly Frederick, President and Chief
                                      Executive Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

May 4, 2009                       Mesquite Mining, Inc., Registrant


                                  By: /s/ Beverly Frederick
                                      ------------------------------------------
                                      Beverly Frederick, President, Secretary,
                                      Treasurer and Chief Financial Officer
                                      (Principal Executive Officer and Principal
                                      Accounting Officer)

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