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 JUNE 30, 2008

                        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.)

                                 (760) 408-5748
                     (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 August 5,
2008.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The un-audited quarterly financial statements for the 3 months ended June 30,
2008, prepared by the company, immediately follow.



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

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                   June 30,          December 31,
                                                                     2008               2007
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $ 22,789           $  6,507
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                 22,789              6,507
                                                                   --------           --------

                                                                   $ 22,789           $  6,507
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

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

TOTAL LIABILITIES                                                        --                 --

STOCKHOLDERS' EQUITY
  Common stock, ($0.0001 par value, 80,000,000 shares
   authorized; 2,500,000 shares issued and outstanding
   as of June 30, 2008 and December 31, 2007                            250                150
  Additional paid-in capital                                         39,750             14,850
  Deficit accumulated during development stage                      (17,211)            (8,493)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                           22,789              6,507
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $ 22,789           $  6,507
                                                                   ========           ========
</TABLE>


                       See Notes to Financial Statements

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

<TABLE>
<CAPTION>
                                                                                    October 23, 2007
                                            Three Months          Six Months          (inception)
                                               Ended                Ended               through
                                              June 30,             June 30,             June 30,
                                                2008                 2008                 2008
                                             ----------           ----------           ----------
<S>                                          <C>                  <C>                  <C>
REVENUES
  Revenues                                   $       --           $       --           $       --
                                             ----------           ----------           ----------
TOTAL REVENUES                                       --                   --

OPERATING COSTS
  General & Administrative Expenses               2,503                8,718               17,211
                                             ----------           ----------           ----------
TOTAL OPERATING COSTS                             2,503                8,718               17,211
                                             ----------           ----------           ----------

NET INCOME (LOSS)                            $   (2,503)          $   (8,718)          $  (17,211)
                                             ==========           ==========           ==========

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


                       See Notes to Financial Statements

                                       4
<PAGE>
                              Mesquite Mining, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       October 23, 2007
                                                                    Six Months           (inception)
                                                                      Ended                through
                                                                     June 30,              June 30,
                                                                       2008                  2008
                                                                     --------              --------
<S>                                                                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                  $ (8,718)             $(17,211)
  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                               --                    --
                                                                     --------              --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES          (8,718)              (17,211)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                                100                   250
  Additional paid-in capital                                           24,900                39,750
                                                                     --------              --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES          25,000                40,000
                                                                     --------              --------

NET INCREASE (DECREASE) IN CASH                                        16,282                22,789

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

CASH AT END OF PERIOD                                                $ 22,789              $ 22,789
                                                                     ========              ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                           $     --              $     --
                                                                     ========              ========

  Income Taxes                                                       $     --              $     --
                                                                     ========              ========
</TABLE>


                       See Notes to Financial Statements

                                       5
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008


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,

                                       6
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008


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.

                                       7
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008


                                                       As of June 30, 2008
                                                       -------------------
     Deferred tax assets:
     Net Operating Loss                                     $ 17,211
     Tax Rate                                                     34%
     Gross deferred tax assets                              $  5,852
     Valuation allowance                                    $ (5,852)
                                                            --------

     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 consolidated 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
$17,211  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  consolidated  financial  statements  of  the  Company  do not  include  any
adjustments   that  may  result  from  the   outcome  of  these   aforementioned
uncertainties.

                                       8
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008


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.

Beverly  Frederick,  the sole officer and director of the Company,  was not paid
for any  underwriting  services that she performed on behalf of the Company with
respect to the Company's S-1 offering. She will also not receive any interest on
any funds that she  advances to the Company for offering  expenses  prior to the
offering being closed which will be repaid from the proceeds of the offering.

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 June 30, 2008 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 June 30, 2008.

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.

                                       9
<PAGE>
                              Mesquite Mining, Inc.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008


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.

                                       10
<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, 2008.

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

                                       11
<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 $22,789 as of June 30, 2008. 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 June 30, 2008 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.

Our plan of operation for the next twelve months is to complete the first two
phases of the exploration program on our claim consisting of VLF-EM and
magnetometer surveys, localized soil surveys, trenching and sampling. In
addition to the $16,000 we anticipate spending for Phase 1 and 2 for the
exploration program as outlined below, we anticipate spending an additional
$4,000 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 $20,000. 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
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.

                                       12
<PAGE>
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      Expected to be completed in summer, 2008
                                                                     (dependent on consulting geologist's
                                                                     schedule).

Phase II    Localized soil surveys, trenching and       $ 9,500      Expected to be completed in fall, 2008
            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 2009
            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
expect this phase to take 14 days to complete and an additional two months for
the consulting geologist to receive the results of the surveys and prepare his
report.

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.

Following Phase I of the exploration program, if it proves successful in
identifying mineral deposits, we intend 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 fall, 2008,
depending on whether Phase 1 program proves successful in identifying mineral
deposits. Subject to financing, we anticipate commencing Phase III of our
exploration program in 2009, 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 planned exploration program.

                                       13
<PAGE>
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 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 $2,503 for the three months ended June 30,
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 June 30, 2008 was $17,211. As we were incorporated on October 23, 2007,
there are no comparative figures from previous years.

Cash provided by financing activities for the period from inception through June
30, 2008 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 June 30, 2008 was $22,789 with no outstanding liabilities.
We are an exploration stage company and have generated no revenue to date.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

                                       14
<PAGE>
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                           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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<PAGE>
                                   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.

August 5, 2008                    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.

August 5, 2008                    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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