10QSB/A 1 v118593_10qsba.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

Amendment No. 1

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

ACT OF 1934

For the quarterly period ended September 30, 2007

Commission File No. 33-55254-42

M45 Mining Resources Inc.

(Name of small business issuer as specified in its charter)

NEVADA	87-0485310
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1212 Redpath Crescent

Montreal (Quebec) Canada H3G 2K1

(514) 812-4568

(Address and telephone number of principal executive offices and issuer’s telephone number)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days.

Yes þ No q

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes q No þ

As of June 25, 2008, the issuer had 37,241,530 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes q No þ

M45 Mining Resources Inc.

FORM 10-QSB/September 30, 2007

TABLE OF CONTENTS

INDEX		Page Number

PART I – FINANCIAL INFORMATION

Item 1 –	Financial Statements

	Consolidated Balance Sheet as of September 30, 2007 (Unaudited)	4

	Consolidate Statements of Operations for the months Ended September 30, 2007 and 2006 and the period of inception September 30, 2007 (Unaudited)	5

	Consolidated Statements of Cash Flow for the three months Ended September 30, 2007 and 2006 and the period of inception September 30, 2007 (Unaudited)	6

	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2 -	Managements Discussion and Analysis or Plan of Operation	16

Item 3 -	Controls and Procedures	18

PART II – OTHER INFORMATION

Item 1 -	Legal Proceedings	18

Item 2 -	Changes in Securities	19

Item 3 -	Defaults upon Senior Security	19

Item 4 -	Submission of Matters to a Vote of Security Holders	20

Item5 -	Other Information	20

Item 6 -	Exhibits and Reports on Form 8-K	21

EXPLANTORY NOTE

M45 Mining Resources, Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 (the “Amended Report”) to its Quarterly Report on Form 10-QSB/A for its fiscal quarterly period ended September 30, 2007, originally filed with the US Securities and Exchange Commission (“SEC”) on November 19, (the “Original Filing”), to amend and restate its consolidated balance sheet and consolidated statements of operations and cash flows for the six month period ended September 30, 2007, to correct the following error in its consolidated statement of operations previously filed:

In the quarter ended June 30, 2007, the Company issued 7,000,000 ($.475) shares of its common stock to officers, directors, and employees under its 2007 Employee and Consultant Stock Incentive Plan filed with the SEC on Form S-8 on April 6, 2007. This restatement corrects general and administrative expenses and deficit accumulated during the development stage for the six month period ended September 30, 2007.

The issuance of the 7,000,000 common shares increased net loss for the six month period ended September 30, 2007 by approximately $3.3 million; deficit accumulated during development stage increased by the same amount. This error in failure to record stock based compensation associated with the issuance of 7,000,000 shares of common stock to officers, directors, and employees had no affect on the three month period ended September 30, 2007.

This Amended Report also reflects a regrouping of certain expense items, originally listed in detail in the statement of operations included with the Form 10-QSB filed for the quarter ended September 30, 2007 (and quarters ended prior to September 30, 2007), to reflect a more natural grouping of expenses by functional categories. All periods included in this Amended Report have been restated to reflect the new, functional grouping of expense items previously reported in detail in the statement of operations. This regrouping of detailed expense items into the new functional categories had no affect on the statement of operations for any of the reporting periods included in this Amended Report.

Except as discussed above, we have not modified or updated disclosures presented in the Original Filing, except as required to reflect the effects of the restatement and the regrouping of expense items into new, functional categories in this Amended Report. According, this Amended Report does not reflect events occurring after our Original Filing or modify or update those disclosures affected by subsequent events, except as specifically referenced herein. Information not affected by the restatement is unchanged and reflects the disclosures made at the time the Original Filing.

The following items have been amended as a result of the restatement.

Part I.	Item 1.	Financial Statements (Unaudited):
		Consolidated Balance Sheet – September 30, 2007 (as restated)
		Consolidated Statement of Operations – Three and six month periods ended September 30, 2007 (as restated) , three and six month periods ended September 30, 2006, and Inception to September 30, 2007 (as restated)
		Consolidated Statement of Cash Flows –Six months ended September 30, 2007 (as restated),
		September 30, 2006, and Inception to September 30, 2007 (as restated)
		Notes to Consolidated Financial Statements
	Item 2.	Management Discussion and Plan of Operation
	Item 3.	Controls and Procedures

Part II.	Item 6.	Exhibits

This Quarterly Report on Form 10-QSB/A should be read in conjunction with our filings on Form 10-QSB/A for the quarterly period ended June 30, 2007 (Amended Report) and December 31, 2007, respectively, and our Form 10-KSB, which we are filing concurrently with this Amended Report, as well as our Current Reports on Form 8-K filed subsequent to the date of the Original Filing.

PART I - Financial Information

Item I - Financial Statements

M45 MINING RESOURCES INC.

(A Development Stage Company)

(formerly Quantitative Methods Corporation)

CONSOLIDATED BALANCE SHEET

September 30, 2007

(expressed in Canadian dollars)

(unaudited)

	September 30,
	2007
	(As Restated,
	See Note 1.A)
ASSETS

Current Assets
Cash	$	-
Total Current Assets		-

TOTAL ASSETS	$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued liabilites	$	-
Payables due to related parties		479,814

Total Current Liabilities		479,814

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, $.001 par value; 25,000,000 shares authorized, 25,459,090 shares issued and outstanding		25,459
Additional paid-in capital		4,439,145
Deficit accumulated during the development stage		(4,944,418	)

Total Stockholders Equity (Deficit)		(479,814	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	-

The accompanying notes are an integral part of the consolidated financial statements.

M45 MINING RESOURCES INC. AND SUBSIDIARY

(A Development Stage Company)

(formerly Quantitative Methods Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS

(expressed in Canadian dollars)

(Unaudited)

													Date of
	Three Months Ended						Six Months Ended						Inception to
	September, 30						September, 30						September 30,
	2007			2006			2007			2006			2007
	(As Restated,						(As Restated,						(As Restated,
	See Note 1.A)						See Note 1.A)						See Note 1.A)

Sales	$	-		$	-		$	-		$	-		$	-

Expenses:
Mining claim acquisition costs		-			-			-			-			906,486
General and administrative		190,786			16,833			3,608,512			20,985			3,648,701
Marketing		15,000			-			38,106			-			38,106
Research and development		86,902			-			121,012			-			123,298
Interest on loan		4,936			2,261			6,301			4,435			20,778
Total expenses		297,624			19,094			3,773,931			25,420			4,737,369

NET LOSS BEFORE DISCONTINUED OPERATIONS AND INCOME TAXES		(297,624	)		(19,094	)		(3,773,931	)		(25,420	)		(4,737,369	)

Net effect of recapitlization		-			-			-			-			(124,668	)
Discontinued operations - subsidiary		-			-			-			-			(255,997	)
Disposal of subsidiary		-			-			-			-			173,616

NET LOSS BEFORE INCOME TAXES		(297,624	)		(19,094	)		(3,773,931	)		(25,420	)		(4,944,418	)

INCOME TAXES		-			-			-			-			-

NET LOSS	$	(297,624	)	$	(19,094	)	$	(3,773,931	)	$	(25,420	)	$	(4,944,418	)

BASIC AND DILUTED LOSS PER SHARE

Net loss per weighted average share
Net operating loss	$	(0.01	)	$	(0.00	)	$	(0.15	)	$	(0.00	)
Discontinued operations		-			-			-			-
Disposal of subsidiary		-			-			-			-

	$	(0.01	)	$	(0.00	)	$	(0.15	)	$	(0.00	)
Weighted average number of common shares used to compute net loss per weighted average share		25,459,090			17,550,000			25,459,090			17,550,000

The accompanying notes are an integral part of the consolidated financial statements.

M45 RESOURCES INC. AND SUBSIDIARY

(A Development Stage Company)

(FORMERLY Quantitative Methods Corporation)

CONSOLIDATED STATEMENT OF CASH FLOWS

(expressed in Canaian dollars)

(Unaudited)

							Date of
	Six Months Ended						Inception to
	September 30,			September 30,			September 30,
	2007			2006			2007
	(As Restated,						(As Restated,
	See Note 1.A)						See Note 1.A)
CASH FLOWS FROM OPERATIONS
Net loss	$	(3,773,931	)	$	(25,420	)	$	(4,944,418	)

Adjustment to reconcile net loss to net cash
Disposal of subsidiary		-			-			(173,616	)
Discontinued operations		-			-			255,997
Expenses paid with stock		(5,883	)		-			900,603
Employee Stock Option Plan		3,319,117						3,319,117
Tax credit receivables		-			(770	)		-
Prepaid deposits		-			200			-
Depreciation		-			416			-

Increase (decrease) in operating liabilities
Changes in payables		(25,000	)		(2,177	)		(2,914	)
Bank overdraft		-			57			-
NET CASH USED FOR OPERATING ACTIVITIES		(485,697	)		(27,694	)		(645,231	)

CASH FLOWS FROM INVESTING ACTIVITIES

Net effect of recapitalization		-			-			124,668
NET CASH PROVIDED BY INVESTING ACTIVITIES		-			-			124,668

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of common stock		5,883			-			5,883
Net effect of recapitalization		-			-			5,470
Variation of advances from related parties		479,814			27,694			509,210
NET CASH PROVIDED BY FINANCING ACTIVITIES		485,697			27,694			520,563

Net increase in cash		-			-			-
Cash, beginning of period		-			-			-
Cash, end of period	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION

Interest	$	-		$	4,435		$	610
Income tax	$	-		$	-		$	-

The accompanying notes are an integral part of the consolidated financial statements.

M45 Mining Resources Inc

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007

NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation

The accompanying unaudited consolidated financial statements of M45 Mining Resources Inc (“M45” or “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for a complete presentation of the financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments (consisting of a normal and recurring nature) necessary for a fair presentation of the Company’s financial position at September 30, 2007 (unaudited) and the results of its operations for the six months ended September 30, 2007 (unaudited) and cash flows for the six months ended September 30, 2007 (unaudited). Interim financial statements are prepared on a basis consistent with the Company’s annual financial statements. Results of operations for the six months period ended September 30, 2007 are not necessarily indicative of the operating results that may be expected for the fiscal year ending March 31, 2008.

These financial statements and the notes hereto should be read in conjunction with financial statements and notes thereto included in the Company’s Form 10-KSB for the year ended March 31, 2007, which was filed July 16, 2007.

Nature of Operations and Continuance of Business

M45 Mining Resources Inc.’s, formerly known as Quantitative Methods, Corp. (QTTM: OB), new strategy is focused on building shareholder value through the exploration and development of mineral claims, particularly in the Matagami Mining Camp located in Quebec, Canada. The Matagami Mining Camp is known for its zinc-rich massive sulphide deposits. Initial exploratory work in the Camp can be traced back to the 1930's with Noranda's activities in the region. Ten of the eighteen deposits discovered to date have been mined and have produced a total of 3.9 Mt zinc and 0.4 Mt copper.

M45 management believed that there were likely one or more deposits situated within the limits of the Claims due to the fact that the property is located near past producers and existing deposits. Management has commenced its first phase exploration program in early April and conducted full surveying and NI-43-101 to determine the location of potential deposits. On June 7 2007, the company received final results of the NI-43-101 reports confirming the presence of deposits. The Company intends to initiate a massive drilling program as per the geologist’s recommendation, which is contained in the report. The drilling program cost will represent a total of $2.8 million Canadian dollars.

On October 9, 2007, M45 management finalized the acquisition of 160 mining titles covering a total area of 8,935 Hectares in the East area of the Matagami Mining Camp. The mining titles were acquired from "Miniere Grenville," a Canadian Corporation, for a total nominal consideration of One Million Two Hundred and fifty thousand dollars payable in common shares at a set price value of $ 0.20 for a total number of restricted shares of 6,250,000. This acquisition is a key milestone of the "East Wind" phase of the Company's business development program.

The mining titles are situated on the east side of Matagami Mining Camp adjacent to properties owned by Xstrada plc, the world's fifth largest diversified mining company by market capitalization. These strategic territories strengthen M45's presence in the Matagami Camp by adding a new series of high-grade potential mining titles to the Company's

M45 MINING RESOURCES INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2007

Nature of Operations and Continuance of Business (continued)

existing "West Wind" territories. The Matagami Mining Camp is a world-class mining district, composed of 18 known volcanogenic massive sulphide (VMS) deposits. The area is host to historical production of 8.6 billion pounds of Zinc and 853 million pounds of Copper and has established infrastructure including a railway, paved road and a 2,350 t/day mill owned by Falconbridge/Xstrada plc.

As of April 1, 2007, the Company has hired five (5) full-time consulting employees. The President and Secretary-Treasurer have agreed to allocate a portion of their time without compensation to the activities of the Company.

The Company had no revenues for the period March 31, 2007 to November 1, 2007. The Company has hired an external geologist firm to conduct geologic reports NI-43-101 on its Matagami property for an approximate cost of $50,000. The Company also incurred operation costs related to completing marketing material such as; Logo’s Web site, summaries and other corporate presentation material. M45 has started to pay rent and common shared expenses as of April 1 2007; the agreement is for rent, telephone, utilities and other operation support cost as a set price of $3,000 a month. The Company also incurred expenses to cover for legal fees, filing expenses, press releases, traveling expenses, representation costs, mailings, research costs, and various operational costs. These above mentioned costs represents an approximate total of $300,000 and were paid by control personnel and will be treated and reported as an advance from shareholder in the second quarter of fiscal year 2007. The shareholder agreed to continue to support operational costs until the Company can generate revenues from financing activities and or from commercial operations.

Summary of Significant Accounting Policies

The summary of significant accounting policies of M45 is presented to assist in understanding the Company’s consolidated financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Basis of Accounting

The Company’s unaudited consolidated financial statements are presented in Canadian dollars (except par value of common stock) and have been prepared in accordance with accounting principles generally accepted in the United States of America.

Advertising Costs

The Company recognizes advertising expense in accordance with Statement of Position 93-7, “Reporting on Advertising Costs.” As such, the Company expenses the cost of communicating advertising in the period in which the advertising space or airtime is used. Advertising costs for the period ended March 31, 2007 and March 31, 2006 was approximately $23,000 and $0, respectively.

M45 MINING RESOURCES INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2007

Summary of Significant Accounting Policies (continue)

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share” (SFAS 128). SFAS 128 requires dual presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) attributable to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. The Company had no potential common stock instruments which would result in a diluted loss per share.

Cash and Cash Equivalents

For financial statement purposes, all highly liquid instruments with a maturity of three months or less are considered to be cash equivalents. There are no cash equivalents as of September 30, 2007.

Comprehensive Income (Loss)

SFAS No. 130, "Reporting Comprehensive Income (Loss)," establishes standards for the reporting and display of comprehensive income (loss) and its components in the financial statements. The adoption of SFAS No. 130 had no significant impact on total shareholders’ deficit as of December 31, 2006.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of the Company.

Concentration of Credit Risk

The Company’s exposure to credit risk is minimal.

Depreciation and Amortization

Property and equipment are stated at cost. Depreciation is calculated on the estimated useful lives of the assets using the straight line depreciation method.

Development Stage Company

The Company currently has no revenues and is considered to be a development stage company under the provision of Statement of Financial Accounting Standard (“SFAS”) No. 7, "Accounting and reporting by Development Stage Enterprises."

M45 Mining Resources Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2007

Summary of Significant Accounting Policies (continued)

Dividends

Dividends may be paid on outstanding shares as declared by the Board of Directors. Each share of common stock is entitled to one vote. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the consolidated financial statements and accompanying notes. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2007. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, income tax recoverable, bank loans, accounts payable, accrued liabilities, notes and amounts due to related parties. The fair values were assumed to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

Income Taxes

The Company follows Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes" ("SFAS No. 109") for recording the provision for income taxes. Under this method, deferred income tax assets and liabilities are computed based upon the difference between the financial and tax basis of assets and liabilities using the currently enacted tax rates and laws. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 as of its inception and has incurred net operating losses. Pursuant to SFAS 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these unaudited consolidated financial statements because, in the opinion of management, it is more likely than not that some portion of deferred tax assets will not be realized.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar. Translation gains and losses that arise from exchange rates fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Transactions in foreign currency are translated into Canadian dollars as follows:

Monetary items at the rate prevailing at the balance sheet date;

Non-monetary items at the historical exchange rate;

M45 Mining Resources Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2007

Summary of Significant Accounting Policies (continue)

Foreign Currency Translation (continued)

Revenue and expenses that are monetary items are valued at the average rate in effect during the applicable accounting period.

Interest Rate Risk

The Company is exposed to fluctuating interest rates.

Reclassifications

Certain amounts reported in the previous year’s consolidated financial statements have been reclassified to conform to the current period’s presentation.

Research and Development Costs

There were no expenditures for research and development activities.

Revenue Recognition

In December 2003, the United States Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104), which supersedes SAB 101, "Revenue Recognition in Financial Statements." The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a material impact on the Company's financial statements because it has not recognized any revenue to date.

Translation of Foreign Currencies

The Company's functional currency is the Canadian dollar. Foreign currency transactions occasionally occur, and are primarily undertaken in Canadian dollars. Management has adopted SFAS No. 52, "Foreign Currency Translation". Monetary balance sheet items denominated in foreign currencies are translated into Canadian dollars at rates of exchange in effect at the balance sheet date. Daily closing rates are used to translate revenues and expenses into Canadian dollars at rates of exchange in effect on a specific date. Resulting translation gains and losses are charged to operations. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed as incurred and expenditures for major renewals and betterments are capitalized. Assets retired or sold are removed from property accounts, with gain or losses on disposal included in income.

NOTE 1A: RESTATEMENT

This Amendment to the Company’s Form 10-QSB, which was filed on November 19, 2007, restates the consolidated statements of operations, consolidated balance sheet, and consolidated statements of cash flows for the Six months ended September 30, 2007 to correct the following error in the consolidated statements of operations previously filed: The Company did not reflect compensation expense for 7,000,000 shares of common stock issued pursuant to its 2007 Employee and Consultant Stock Incentive Plan filed with the SEC on Form S-8 on April 6, 2007. The effect of the correction of this error was to increase the Company’s reported general and administrative expenses, total expenses, and net loss for the three months ended June 30, 2007 by $3,319,116. This reporting error had no affect on the results reported for the three month period ended September 30, 2007.

Also, the Company regrouped certain expense items, previously reported in detail in the statements of operations filed with the Form 10-QSB for the quarterly period ended June 30, 2007 (and all prior reporting periods), into a more natural grouping of expenses by functional categories. All periods included in this Amended Report have been restated to reflect this regrouping of expense items into the new functional categories. This regrouping of detailed expense items into the new, functional categories had no affect on the statements of operations for three and six month periods ended September 30, 2007 and 2006 and inception to September 30, 2007.

The following table presents the effect of restatement on the consolidated balance sheet.

	Balance Sheet at June 30, 2007
	Originally Reported			Restatment Adjustment			Restatement

Total assets	$	-		$	-		$	-

Total liabilities and stockholders' (deficit)	$	(183,307	)	$	(183,307	)		-

Deficit accumulated during development stage	$	(1,328,795	)	$	(3,319,116	)	$	(4,647,911	)

NOTE 1A: RESTATEMENT (Continued)

The following table presents the effect of restatement on the consolidated statement of operations.

	Statement of Operations
	Six Months Ended September 30, 2007									Inception to September 30, 2007
	Originally Reported			Restated Adjustment			Restatement			Originally Reported			Restated Adjustment			Restatement
Sales	$	-		$	-		$	-		$	-		$	-		$	-
Expenses:
Mining claim acquisition costs		-									906,486			-			906,486
General and administrative		289,395			3,319,116			3,608,512			331,956			3,319,116			3,651,072
Marketing		38,106						38,106			123,298						123,298
Research and development		121,012			-			121,012			35,734			-			35,734
Interest on loan		6,301						6,301			20,778						20,778
Total expenses		454,814			3,319,116			3,773,931			1,418,252			3,319,116			4,737,369
Net loss before discontinued operations		(454,814	)		(3,319,116	)		(3,773,931	)		(1,418,252	)		(3,319,116	)		(4,737,369	)
Net effect of recapitization											(124,668	)					(124,668	)
Discontinued operations-subsidiary											(255,997	)					(255,997	)
Disposal of subsidiary											173,616						173,616
Net loss		(454,814	)		(3,319,116	)		(3,773,931	)		(1,625,301	)		(3,319,116	)		(4,944,418	)

Basic and Diluted loss per share
Net loss per weighted average share
Net operating loss	$	(0.02	)	$	(2.97	)	$	(0.15	)
Discontinued operations		-
Disposal of subsidiary		-
	$	(0.02	)	$	(2.97	)	$	(0.15	)
Weighted average snumber of common shares used to compute net loss per weighted average shares		24,342,500			1,116,590			25,459,090

NOTE 1A: RESTATEMENT (Continued)

The following table presents the effect of the restatement on the consolidated statement of cash flows.

	Six Months Ended September 30, 2007									Inception to September 30, 2007
	Originally Reported			Restated Adjustment			Restatement			Originally Reported			Restated Adjustment			Restatement
Cash flows from operating activities
Net loss	$	(454,814	)	$	(3,319,117	)	$	(3,773,931	)	$	(1,625,301	)	$	(3,319,117	)	$	(4,944,418	)
Adjustments to reconcile net loss used by operations
Disposal of subsidiary		-									(173,616	)		-			(173,616	)
Discontinued operations		-									255,997			-			255,997
Expenses paid with stock		(5,884	)					(5,884	)		900,602			-			900,602
Employee stock option plan		-			3,319,117			3,319,117						3,319,117			3,319,117
Tax credit receivables		-			-			-			-			-			-
Prepaid deposits		-
Depreciation		-
Increase (decrease) in operating liabilities
Changes in payables		(25,000	)					(25,000	)		(2,914	)					(2,914	)
Net cash used by operating activities		(485,698	)		-			(485,698	)		(645,232	)		-			(645,232	)
Cash flows from investing activities
Net effect of recapitalization											124,668						124,668
Net cash provided by investing activities		-			-			-			124,668			-			124,668
Cash flows from financing activities
Issuance of common stock		5,884			-			5,884			5,884			-			5,884
Net effect of recapitalization		-			-			-			5,470			-			5,470
Advances from related party,net		479,814			-			479,814			509,210			-			509,210
Net cash provided by financing activities		485,698			-			485,698			520,564			-			520,564
Net increase in cash		-			-			-			-			-			-
Cash, beginning of period		-			-			-			-			-			-
Cash, end of period	$	-		$	-		$	-		$	-		$	-		$	-
Supplemental disclosures of cash information
Interest	$	-		$	-		$	-		$	610		$	-		$	610

NOTE 2: PAYABLE DUE TO RELATED PARTIES

At September 30, 2007, the Company is indebted to Andrea M. Cortellazzi, a shareholder and director of the Company. The amount due to the related party is $ 479,814 and bears interest at 6% per annum.

NOTE 3: COMMON STOCK

The Company has authorized capital stock of 55,000,000 shares of common stock with a par value of $.001, of which 37,241,530 shares were issued and outstanding as of June 25, 2007. The Company's common stock commenced trading on January 27, 1999 on the OTC Bulletin Board (OTCBB) operated by the National Association of Securities Dealers, Inc., under the symbol "MRES."

NOTE 4: GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As shown in these consolidated financial statements, the Company has an accumulated deficit of $ 4,944,418 from inception to September 30, 2007 and does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business. The Company’s continuation as a going concern is dependent upon management to meet any costs and expenses incurred. Management realizes that this situation may continue until the Company obtains additional working capital through equity financing.

ITEM 1. - Critical Accounting Policies

Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission (the "SEC"), encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. The Company's consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of the consolidated financial statements. Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Exploration Stage Company

The Company complies with Financial Accounting Standard Board Statement No. 7 and The Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as pre-exploration stage.

Capitalization of Mineral Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred until such time as reserves are proven. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mining equipment are capitalized and depreciated over their useful life.

Foreign Currency Translation

The Company’s former subsidiary, Oasis, translated amounts from its functional currency, Canadian dollars, to the reporting currency, United States dollars, in accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 52, “Foreign Currency Translation”. At cash balance sheet date, recorded balances that are denominated in a currency other than US dollars are adjusted to reflect the current exchange rate which may give rise to a foreign currency translation adjustment accounted for as a separate component of stockholders’ deficiency and included in comprehensive loss.

ITEM 1. - Critical Accounting Policies (continue)

Foreign Currency Translation (continue)

Monetary assets and liabilities are translated into the reporting currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net income (loss) for the year.

ITEM 2. - Management’s Discussion and Analysis or Plan of Operation.

This Management’s Discussion and Analysis or Plan of Operations discussion has been revised to reflect the effects of the restatement described in Note 1.A to the accompanying consolidated financial statements.

Cautionary Statement Relating to Forward-Looking Statements

Information in this Form 10-QSB contains "forward looking statements" within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. When used in this Form 10-QSB, the words "expects," "anticipates," "believes," "plans," "will" and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding our adequacy of cash, expectations regarding net losses and cash flow, statements regarding our growth, our need for future financing, our dependence on personnel, and our operating expenses.

Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Important factors to consider in evaluating such forward-looking statements include: i) changes in external factors or in our internal budgeting process which might impact trends in our results of operations; ii) unanticipated working capital or other cash requirements; iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the industries in which we operate; and iv) various competitive market factors that may prevent us from competing successfully in the marketplace. These forward-looking statements are based largely on our current expectations. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Overview

Business of Issuer

M45 Mining Resources Inc.'s new strategy is focused on building shareholder value through the exploration and development of mineral claims, particularly in the Matagami Mining Camp located in Quebec, Canada. The Matagami Mining Camp is known for its zinc-rich massive sulphide deposits. Initial exploratory work in the Camp can be traced back to the 1930's with Noranda's activities in the region. Ten of the eighteen deposits discovered to date have been mined and have produced a total of 3.9 Mt zinc and 0.4 Mt copper.

M45 Management believes that there are likely one or more deposits situated within the limits of the Claims due to the fact that the property is located near past producers and existing deposits.

Management has commenced its first phase exploration program in early April and conducted full surveying and NI-43-101 to determine the location of potential deposits. On June 7, 2007, the company received final results of the NI-43-101 reports confirming the presence of deposits. The Company intends to initiate a massive drilling program as per the geologist's recommendation, which is contained in the report. The drilling program cost will represent a total of $2.8 million Canadian dollars.

Overview (continued)

Business of Issuer (continued)

On or about October 12, 2007, the Registrant received a Technical Report on the East Wind Property, dated October 5, 2007 from InnovExplo - Geologist Consulting Firm, Mines & Exploration containing a detailed analysis of the mining claims owned by the Registrant. In the report M 45 received confirmation of some anomalous Zinc rock values associated with Gold showings from diamond drill holes on its East Wind Property.

The mining titles are situated on the east side of Matagami Mining Camp adjacent to properties owned by Xstrata plc, the world's fifth largest diversified mining company by market capitalization. These strategic territories strengthen M45's presence in the Matagami Camp by adding a new series of high-grade potential mining titles to the Company's existing "West Wind" territories. The Matagami Mining Camp is a world-class mining district, composed of 18 known volcanogenic massive sulphide (VMS) deposits. The area is host to historical production of 8.6 billion pounds of Zinc and 853 million pounds of Copper and has established infrastructure including a railway, paved road and a 2,350 t/day mill owned by Falconbridge/Xstrata plc.

The Company expects to encounter intense competition in its efforts to become a leader in mining exploration. Many large and small companies compete in this intense market. The principal means of competition vary among categories and business groups; however, the value of the territories is certainly to be taken into consideration. The competing entities will have significantly greater experience, financial resources, facilities, contacts and managerial expertise, than the Company.

Results of Operation

The Company had no revenues for the period April 1, 2007 to November 1, 2007. The Company has hired an external geologist firm to conduct geologic reports NI-43-101 on its Matagami property for an approximate cost of $90,000. The Company also incurred operation costs related to completing marketing material such as; Logo's Web site, summaries and other corporate presentation material. M45 has started to pay rent and common shared expenses as of April 1, 2007; the agreement is for rent, telephone, utilities and other operation support cost at a set price of $3,500 a month. The Company also incurred expenses to cover for legal fees, filing expenses, press releases, traveling expenses, representation costs, mailings, research costs, and various operational costs. These above mentioned costs represent an approximate total of $300,000 and were paid by majority shareholder and will be treated and reported as an advance from shareholder in the first and second quarters of fiscal year 2007. The shareholder agreed to continue to support operational costs until the Company can generate revenues from financing activities and or from commercial operations and to convert the note into equity in restricted shares.

Liquidity and Capital Resources

M45 is a development stage company, and as of the date of this report, had no operations that generate revenue and the Company does not have sufficient cash and cash equivalents to satisfy its cash requirements for the next twelve months. The Company has an accumulated deficit of $4,944,418. The Company continues to report negative stockholders’ equity and does not have sufficient assets to pay current liabilities as they come due. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s continued existence is dependent upon several factors; including the ability to attain profitable business operations and generate a positive cash flow. Management plans to raise additional capital investment in the Company, and it believes the necessary investment will be forthcoming within the next six month period. There can be no assurance that equity financings will be available to the Company in the future that will be obtained on terms

Liquidity and Capital Resources (continued)

satisfactory to the Company. In the event that the Company’s efforts to obtain such financing prove unsuccessful, the Company may be required to abandon its current business goals and cease operations.

M45’s current management have indicated a willingness, for the time being, to continue rendering services to the Company, to advance sufficient funds to meet our operational needs, and not to demand payment of sums owed. The Company therefore believes that it can continue as a going concern in the near future.

Off-Balance Sheet Arrangements

For the period ending September 30, 2007, the Company has no off-balance sheet arrangements.

ITEM 3. Controls and Procedures.

Under the supervision and with the participation of the Company's management, including our principal executive officer and the principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, the Company's principal executive officer and principal accounting officer concluded as of the Evaluation Date that the Company's disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in the Company's 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.

Based on the restatement of these financial statements for the period ended September 30, 2007, due a communication issue that occurred during the quarter ended June 30, 2007, which occurred as a result of a change in outside financial consultants, that created an error in the proper recording of stock-based compensation for employees, our chief executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were not effective at June 30, 2007 and September 30, 2007. As discussed in our Amended Report for the quarter ended June 30, 200, management has implemented changes in accounting procedures to help ensure the completeness

and accuracy of recording stock-based compensation for employees and non-employees. The June restatement had no affect on the financial results reported for the three month period ended September 30, 2007.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

Other than as set forth herein, we are not aware of any pending or threatened litigation against us that we expect will have a material adverse effect on our business, financial condition, liquidity, or operating results. However, legal claims are inherently uncertain and we cannot assure you that we will not be adversely affected in the future by legal proceedings.

ITEM 2. Unregistered Sales of Equity Security and Use of Proceeds.

On January 17, 2007, the Registrant entered into an Agreement with Exploration Minière Grenville Inc. (“EMG”), a Quebec corporation, whereby EMG sold to the Registrant a total of two hundred ninety-two (292) mining claims located in the Matagami Camp, Province of Quebec in or around designated territory 32F for the purchase price of nine hundred nine thousand ninety (909,090) shares of common stock of the Registrant. Pursuant to the Agreement, the value of the mining claims represents a total of $4,500,000 (CAD).

ITEM 3. Defaults Upon Senior Securities.

None

ITEM 4. Submission of Matters to a Vote of Security Holders.

This Information Statement is furnished to holders of shares of common stock, $0.001 par value (the “Common Stock”), of M45 Mining Resources Inc. (the “Company”) to notify such stockholders that on or about August 15, 2007, the Company received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50.1 % of the total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) approving the Certificate of Amendment to increase in the number of authorized shares to 55,000,000 shares of common stock, with a par value of $0.0001. (the “Share Increase”).

The Company’s Board of Directors approved the resolutions on August 15, 2007. A Written Consent of Shareholders was executed on August 15, 2007. As of August 15, 2007, there were 24,342,500 shares of common stock issued and outstanding.

As a result of these actions, the Company will, effective upon the filing of a Certificate of Amendment with the Secretary of State of Nevada, change its authorized capital.

The Board of Directors knows of no other matters other than those described in this Information Statement which have been recently approved or considered by the holders of a majority of the shares of the Company's voting stock.

M45 MINING RESOURCES INC.’s Articles of Incorporation, as currently in effect, authorizes M45 MINING RESOURCES INC. to issue up to 55,000,000 shares of common stock, par value $0.0001 per share. The Board of Directors has increased in the number of authorized shares of the common stock of M45 MINING RESOURCES INC. The consenting shareholders holding a majority of the outstanding voting securities approved the increase and then the filing of the Amended Articles of Incorporation was completed, M45 MINING RESOURCES INC. is now authorized to issue a total of 55,000,000 shares of common stock with a par value of $0.0001.

The elimination of the need for a special meeting of the shareholders to approve the Amendment is authorized by Section 78.320 of the Nevada Revised Statutes, (the “Nevada Law”). This Section provides that the written consent of the holders of outstanding shares of voting capital stock, having not less that the minimum number of votes which would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on a matter were present and voted, may be substituted for the special meeting. According to this Section 78.390 of the Nevada Law, a majority of the outstanding shares of voting capital stock entitled to vote on the matter is required in order to amend the Company's Articles of Incorporation. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the Amendment as early as possible in order to accomplish the purposes of the Company, the Board of Directors of the Company voted to utilize the written consent of the majority shareholders of the Company.

ITEM 4. Submission of Matters to a Vote of Security Holders (continued).

The Board of Directors of the Company has determined that all Shareholders ARE NOT REQUIRED to return their certificates to have them re-issued by the Transfer Agent.

ITEM 5. Other Information.

None

ITEM 6. Exhibits

(a) Exhibits.

The following exhibits are filed with this report:

3.1	Articles of Incorporation of M45 Mining Resources Inc., as filed with the Nevada Secretary of State on July 16, 1990.

3.2	Bylaws of M45 Mining Resources Inc . 14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 of the Company's Quarterly Report on Form 10-QSB for the period ended March 31, 2004 and filed with the Securities and Exchange Commission on May 17, 2004).

31.1	Certification of the Chief Executive Officer of M45 Mining Resources Inc pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of the Chief Financial Officer of M45 Mining Resources Inc pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of the Chief Executive Officer of M45 Mining Resources Inc pursuant to 18 U.S.C. SECTION 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of the Chief Financial Officer of M45 Mining Resources Inc pursuant to 18 U.S.C. SECTION 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

(i) The Company filed a Current Report on Form 8-K, dated June 12, 2007, with the Securities Exchange Commission reporting pursuant to Item 7.01 (Regulation FD Disclosure) the receipt of a Technical Report on its West Wind Property, dated June 8, 2007 from InnovExplo-Consulting Firm, Mines & Exploration , containing a detailed analysis of the mining claims owned by the Registrant. Pursuant to Item 9.01, Financial Statements and Exhibits, Exhibit 99, which included a Technical Report on the West Wind Property, was included with the Form 8-K filing. No financial statements were filed with this Current Report on Form 8-K.

(ii) The Company filed a Current Report on Form 8-K, dated June 27, 2007, with the Securities Exchange Commission reporting pursuant to Item 5.01 the departure of Demitrius Manolakso from the board of directors and the election of three board members, including the appointment of Andrea M. Cortellazzi as chief executive officer and chairman of the board. No financial statements were filed with this Current Report on Form 8-K.

(iii) The Company filed a Current Report on Form 8-K, On or about October 12, 2007, with the Securities Exchange Commission reporting pursuant to Item 7.01 (Regulation FD Disclosure) the Registrant received a Technical Report on the East Wind Property, dated October 5, 2007 from InnovExplo - Geologist Consulting Firm, Mines & Exploration containing a detailed analysis of the mining claims owned by the Registrant, was included with the Form 8-K filing. No financial statements were filed with this Current Report on Form 8-K..

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: June 27, 2008	By:	/s/ Andrea M. Cortellazzi
		Andrea M. Cortellazzi, CEO and Director

Dated: June 27, 2008	By:	/s/ Gilles Ouellette
		Gilles Ouellette, Secretary/Treasurer, and Principal Financial 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.

	M45 MINING RESOURCES INC.

Dated: June 27, 2008	By:	/s/ Andrea M. Cortellazzi
		Andrea M. Cortellazzi, CEO and Director

Dated: June 27, 2008	By:	/s/ Gilles Ouellette
		Gilles Ouellette, Secretary/Treasurer