10KSB 1 v118595_10ksb.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended March 31, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from __________ to __________

Commission file number: 33-55254-42

M45 Mining Resources Inc.
(Name of small business issuer in its charter)

NEVADA
87-0485310
(State or other jurisdiction of 
incorporation or organization)
(I.R.S. Employer Identification No.)
 
1212 Redpath Crescent, Montréal, (Quebec) Canada
(Address of principal executive offices) (H3G-2K1)

Issuer's telephone number, including area code: (514) 288-8494

Securities registered under Section 12 (b) of the Exchange Act:
None
Securities registered under Section 12 (g) of the Exchange Act:
None

Indicate by check mark whether the issuer (1) has 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 issuer was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. x Yes  o No

Indicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10 - KSB. x

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

The issuer's revenues for its most recent fiscal year:        $0.00

As of June 25, 2008, there were 37,241,530 shares of the common stock issued and outstanding. The aggregate market value of the common equity held by non-affiliates (based on the average bid and ask price of the common stock) as of June 25, 2008 was $ 744,831 (USD).

Transitional Small Business Disclosure Format (Check one) o Yes  x No.


M45 Mining Resources Inc
(formerly Quantitative Methods Corporation)

2008 FORM 10-KSB ANNUAL REPORT

TABLE OF CONTENTS
 
PART I
   
Item 1. Description of Business
3
   
Item 2. Description of Property
5
   
Item 3. Legal Proceedings
5
 
 
Item 4. Submission of Matters to a Vote of Security Holders
6
   
PART II
   
Item 5. Market for Common Equity and Related Stockholder Matters
6
   
Item 6. Management's Discussion and Analysis or Plan of Operation
7
   
Item 7. Financial Statements
 
   
Item 8 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
25
   
Item 8A. Controls and Procedures
25
   
Item 8B. Other Information
26
 
 
PART III
   
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16 (a) of the Exchange Act
26
   
Item 10. Executive Compensation
28
   
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
28
   
Item 12. Certain Relationships and Related Transactions
29
   
Item 13. Exhibits
29
   
Item 14. Principal Accountant Fees and Services
29
   
Signature
30

2


PART I

ITEM 1. Description of Business.

Forward Looking Statements

Information in this Form 10-KSB 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-KSB, 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. These forward-looking statements speak only as of the date hereof. 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.

Business Development

M45 Mining Resources Inc., sometimes referred to herein as "we", "us”, “our" and the "Company" and/or "M45", was incorporated on July 26, 1990, under the laws of the State of Nevada, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions which would provide an eventual profit for the Company.

In November 1995, the Company, in consideration of the issuance of 150,000 authorized but unissued shares, received $75,000 (USD) from Capital General Corporation. The sales price $0.50 (USD) per share was arbitrarily decided upon by both parties. After the completion of the stock purchase, Capital General became the holder of approximately 49.6% of the outstanding shares of the Company.

The Company had been in the development stage from inception until December 1998, and its operations had been limited to the aforementioned sale of shares to Capital General Corporation and the gift of shares to the minority shareholders. During this period, the Company had continued to search for potential business opportunities, which might have involved the acquisition, consolidation or reorganization of an existing business.

On January 8, 1999, the board of directors of M45 entered into an Agreement with Softguard Enterprises Inc. ("Softguard"), a private Canadian corporation, whereby the Company issued and delivered, 7,650,000 shares, of its common stock bearing a restrictive legend, in exchange for which issuance, M45 acquired all of the outstanding shares of Softguard. The transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof. Following the transaction the former shareholders of Softguard owned 82% of the outstanding shares of the Company.

On December 31, 2002, the board of directors of M45 unanimously agreed to abandon its wholly owned subsidiary, Softguard Enterprises Inc., due to lack of operations. They determined that Softguard's original business plan could not be executed and developed due to lack of operating capital and failure to complete the product design and development of the computer software technology.

On September 1, 2005, M45 consummated the transaction contemplated by the Share Exchange Agreement between M45, Roadvision and the Roadvision Selling Shareholders, pursuant to which the parties agreed that M45 would acquire all of the issued and outstanding shares of Roadvision in exchange for the issuance in the aggregate of 7,250,000 of M45's shares of common stock to Roadvision Selling Shareholders. The issuance of M45's shares of common stock to Roadvision Selling Shareholders was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and to provisions of Regulation S.

3


Roadvision became a wholly-owned subsidiary of M45 and, upon the issuance of shares, the Roadvision Selling Shareholders owned approximately 42% of all of M45's issued and outstanding stock. M45 currently has a total of 37,241,530 shares of common stock issued and outstanding.

On January 17, 2007, the Registrant entered into an Agreement with Exploration Miniere Grenville Inc. (“EMG”), a Quebec corporation, whereby EMG sold to the Registrant a total of TWO HUNDRED AND NINETY-TWO (292) mining claims located in the Matagami Mining Camp, Province of Quebec in or around designated territory 32F for the purchase price of NINE HUNDRED NINE THOUSAND AND NINETY (909,090) shares of common stock of the Registrant. The agreement stipulates that following completed drilling and positive results the Company will pay the sum of $ 2,000,000 to (“EMG”). At July first 2007 the shares had not been issued.

On January 17, 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 the Certificate of Incorporation of the Company, pursuant to which the Company's name will change to “M45 Mining Resources Inc.” (the “Name Change”).

The Board of Directors (the “Board”) by unanimous written consent dated as of January 17, 2007, and certain stockholders (the “Majority Stockholders”), owning a majority of issued and outstanding capital stock of the Company entitled to vote, by written consent dated as of January 17, 2007, approved and adopted resolutions to amend the Company's Certificate of Incorporation. The Certificate of Amendment to the Company's Certificate of Incorporation, already filed with the Secretary of State of the State of Nevada changed the Company's name to “M45 Mining Resources Inc.” or such similar available name, and will not be effective earlier than 20 days after the mailing of this Information Statement.

Purpose of Proposed Name Change

Based upon the acquisition of certain mining claims from Exploration Miniere Grenville Inc., management thought it was best to put forward this name change so as to more accurately reflect the nature of the business we are engaged in.

On March 28, 2007, the Registrant completed execution of a COMMON STOCK PURCHASE AGREEMENT with Andre Boyer (the “Purchasers”) for the sale of 100% of the issued and outstanding common stock of Roadvision Technologies Inc., a subsidiary of the Registrant.

The Purchase Price consists of the following:

The assumption of all liabilities of the Company by the Purchasers, consisting of the items as set forth in Schedule A, totaling TWO HUNDRED NINETY EIGHT THOUSAND, THREE HUNDRED AND TWENTY-TWO DOLLARS ($298,322)

Purchaser will assume responsibility for all prepaid deposits;
Purchaser will assume all responsibility for all past engagements, lease agreements and contracts with employees and other parties; and

Purchaser will give Seller an exclusive sale license agreement of Roadvision for Asia and Europe for a total of five (5) years for which Seller shall pay Purchaser TWENTY-FIVE Percent (25%) of the profit and a TEN PERCENT (10%) royalty to Seller on all license agreements sold within the next Five (5) years..

The closing of the transaction took place on March 28, 2007.

Business of Issuer

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.

4


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.

During the fiscal year ended March 31, 2007, M45’s subsidiary Roadvision generated no revenues.

As of June 1, 2008, the Company has no full-time employees. The President and Secretary-Treasurer have agreed to allocate a portion of their time without compensation to the activities of the Company.

From March 31 to June 1, 2008 the Company had no revenues. 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 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 represents an approximate total of $748,491 and were paid by majority control person and has been treated and reported as an advance from shareholder in the forth quarter of fiscal year 2008. The shareholder agreed to continue to support operational costs until the Company can generate revenues. On April 7th 2008 the shareholder transformed his payable note into shares for a total of 4,989,440 shares at a valued price of $0.15 a share.

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 in consideration. The competing entities will have significantly greater experience, financial resources, facilities, contacts and managerial expertise, than the Company.

Reports to Security Holders

M45 is a reporting company under Section 15(d) of the Securities Exchange Act of 1934, as amended, that electronically files periodic and episodic reports including quarterly reports on Form 10-QSB, annual reports on Form 10-KSB, and other reports and information with the Securities and Exchange Commission ("SEC"). The SEC maintains an Internet site (http://www.sec.gov) that contains these reports, and all other information regarding issuers.

ITEM 2. Description of Property.

During the fiscal year ended March 31, 2007, the Company occupied office space supplied by Roadvision at 7575 Trans Canada Highway, Suite 500, St-Laurent (Quebec) Canada until January 17, 2007. This space is provided to the Company on a rent free basis, and management believes that this arrangement will meet the Company's needs for the foreseeable future. From January 18 until the present, M45 occupies office space supplied by a shareholder at no cost, which is located at: 1212 Redpath Crescent, Montreal, Quebec, Canada.

Investment Policies

At the present time, the Company does not have any intentions of investing in any real estate property; real estate mortgages, real estate backed securities, or have any agreements with persons primarily engaged in real estate activities.

During the fiscal year ended March 31, 2006, the Company did not own, intend to own, or lease any property.

5


ITEM 3. Legal Proceedings.

As of the date hereof, there are no legal proceedings pending or threaten by or against the Company. Nor are any of its directors, officers or affiliates in a party adverse to the Company in any legal proceedings.

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

No matters were submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year ended March 31, 2008.

PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters

Market Information

The Company has authorized capital stock of 55,000,000 shares of common stock with a par value of $.001, of which 30,449,030 shares were issued and outstanding as of May 20, 2008. 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".

The table below sets forth the reported and summarized high and low bid prices of the common stock for each quarter shown, as provided by the NASD Trading and Market Services.

The quotations reflect inter-dealer prices, without adjustment for retail markups, markdowns or commissions and may not represent actual transactions in our securities.

Fiscal Year Ended on March 31, 2008
         
Quarterly Common Stock Bid Price Range
 
High
 
Low
 
March 31, 2008
   
0.10
   
0.10
 
December 31, 2007
   
0.13
   
0.13
 
September 30, 2007
   
0.14
   
0.14
 
June 30, 2007
   
0.26
   
0.26
 

Fiscal Year Ended on March 31, 2007
         
Per Share Common Stock Bid Prices by Quarter
 
High
 
Low
 
March 31, 2007
   
0.85
   
0.40
 
December 31, 2006
   
1.50
   
0.30
 
September 30, 2006
   
2.85
   
0.35
 
June 30, 2006
   
0.85
   
0.12
 

Holders

As of June 15, 2008, there were approximately 540 holders of record of the Company's common stock. The number of registered shareholders excludes any estimate of the number of beneficial owners of common shares held in street name.

Dividends

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.

6


Securities Authorized for Issuance under Equity Compensation Plans

On April 6, 2007, the Company filed a Registration Statement on Form S-8, wherein the Company registered a total of 7,000,000 shares of common stock pursuant to an Employee Stock Option Plan, adopted March 26, 2007, whereby certain employees of the Company were granted the right to purchase shares of common stock of the Company at not less than 85% of the Fair Market Value of the Shares on the date of grant; provided that: (a) the Exercise Price of an ISO will be not less than 100% of the Fair Market Value of the Shares on the date of grant; and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 9 of this Plan. Pursuant to the S-8 filing, certain consultants were also issued shares of common stock.

Recent Sale of Unregistered Securities

The Company did not sell any securities without registration under the
Securities Act of 1933 or in a transaction exempt from registration that was not previously reported on a Form 10-QSB or in a Form 8-K during the fiscal year ended March 31, 2008 or over the past three years.

During the forth quarter of the fiscal year covered by this report, the Company did not have any plans or programs to repurchase any of its common stock or any other units of any class of equity security. There are no warrants or options outstanding to acquire any additional common stock of the Company.

ITEM 6. Management's Discussion and Analysis or Plan of Operation.

Introduction

The following discussion of our financial condition and results of our operations should be read in conjunction with the Financial Statements and Notes thereto. Our fiscal year ends March 31. This document contains certain forward-looking statements including, among others, anticipated trends in our financial condition and results of operations and our business strategy. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. 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.

Plan of Operation

Since its inception, the Company has suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide cash resources to sustain its operations. M45 is a development stage enterprise with limited operational history. We currently have no cash reserves and anticipate that our available funds and resources will not be sufficient to satisfy our needs for working capital and capital expenditures for the next twelve months. The Company will be unable to pursue continued research and Territory development and the transition to a company engaged in both research and commercialization of its products will depend upon our ability to raise additional funds through equity or debt financing, in which case our current stockholders may experience dilution. Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing can or will be available on terms favorable to M45. The Company's ability to continue as a going concern is dependent on additional sources of capital, otherwise development, and production will be delayed significantly. Any such inability could have a material adverse effect on our business, results of operations and financial condition.

M45 plans to focus its operations and development on the Matagami Mining Camp or more precisely in the specific area where the Company has obtained a full survey NI-43-101 report. The report clearly indicates the presence of six (6) major airborne magnetic anomalies similar to the Perseverance Zinc mine owned by the world mining leader Xstrata plc in the Matagami Mining Camp, Quebec, and located six (6) kilometers from M45’s territory. The independent geologist firm confirmed this information being of sufficient merit to recommend an immediate massive drilling program at a cost of $ 2.8 million (Cdn). M45 will select a mineral drilling sub-contractor and lab by tender process to be completed by August 1st, 2007. The NI-43-101 report stipulates that the drilling operations must be executed between January and the end of March 2007 because some of the key targets are positioned in swampy areas. Ice platforms and bridges are economically advantageous as well. The Company is currently revising financing offers from third parties. Management intends to raise financing for a sum of $ 5 million within 90 days. This progress will depend on our ability to raise enough financing in the following year.

7



The Company's long-term viability as a going concern is dependent upon its ability to generate sufficient cash flow from operations, to obtain additional financing and to attain eventual profitability.

Results of Operation

For the fiscal year ended March 31, 2007, the Company had no revenues and pursuant to the sale of its subsidiary Roadvision, M45 had neither more debts nor receivables.

To date, M45 does not have any operations that generate revenue and does not presently have any available capital resources.

We believe that our planned growth and profitability will depend in large part on our ability to promote our Company, and to acquire key territories. Accordingly, we intend to focus our attention and investment of resources in marketing, development and exploration. If we are not successful in promoting our Company and exploiting out territories, this may have a material adverse effect on our financial condition and the ability to continue to operate the business.

If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of our planned product development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to: i) curtail operations significantly; ii) seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to territories, technologies or markets; or iii) explore other strategic alternatives including a merger or sale of the Company.

M45's current management has 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 year ending March 31, 2008, the Company has no off-balance sheet arrangements.

8


ITEM 7. Financial Statements.

M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
   
Consolidated Financial Statements:
Page
       
 
1)
Balance Sheet - March 31, 2008
11
       
 
2)
Statements of Operations Fiscal Years ended March 31, 2008 and 2007, and from Date of Inception to March 31, 2008
12
       
 
3)
Statements of Cash Flows Fiscal Years ended March 31, 2008 and 2007, and from Date of Inception to March 31, 2008
13
       
 
4)
Statements of Changes in Stockholders' Equity Fiscal Years ended March 31, 2008 and 2007, and from Date of Inception to March 31, 2008
14
       
Notes to Consolidated Financial Statements
15

9


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
M45 Mining Resources Inc.
(A Development Stage Company)

I have audited the accompanying consolidated balance sheet of M45 Mining Resources Inc. (a Nevada Development Stage Company) as of March 31, 2008, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the years ended March 31, 2008. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on our audits.

I conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that our audits provide a reasonable basis for our opinion.

In my opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the financial position of M45 Mining Resources Inc.(A Development Stage Company) as of March 31, 2008, and the results of its operations, changes in stockholders' equity (deficit), and its cash flows for the years ended March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the consolidated financial statements, the Company has incurred significant operating losses since inception. The Company has limited operations, no working capital and has not established a source of revenue. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 8 to the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

/s/ Patrick Rodgers, CPA, PA
Certified Public Accountants
Altamonte Springs, Florida
June 30, 2008

10


M45 MINING RESOURCES INC.
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

CONSOLIDATED BALANCE SHEET
March 31, 2008

   
March 31,
 
   
2008
 
       
ASSETS
       
         
Current Assets
       
 Cash
 
$
-
 
 Prepaid expense
   
7,993
 
 Total Current Assets
   
7,993
 
         
Fixed assets, net
   
95,986
 
         
TOTAL ASSETS
 
$
103,979
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       
         
Current Liabilities
       
 Accounts payable and accrued liabilites
 
$
-
 
 Payables due to related parties
   
186,401
 
 Total Current Liabilities
   
186,401
 
         
STOCKHOLDERS' EQUITY (DEFICIT)
       
         
Common stock, $.001 par value; 55,000,000 shares authorized, 36,699,030 shares issued and outstanding
   
36,699
 
Additional paid-in capital
   
6,426,396
 
Deficit accumulated during the development stage
   
(6,545,517
)
Total Stockholders Equity (Deficit)
   
(82,422
)
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
103,979
 
 
The accompanying notes are an integral part of the consolidated financial statements.
11


M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS

           
Date of
 
   
Year Ended
 
Year Ended
 
Inception to
 
   
March 31,
 
March 31,
 
March 31,
 
   
2008
 
2007
 
2008
 
               
               
Sales
 
$
-
 
$
-
 
$
-
 
Expenses:
                   
                     
Mining claim acquisition costs
   
1,250,000
   
906,486
   
2,156,486
 
                     
General and administrative
   
3,877,958
   
46,201
   
3,926,283
 
Marketing
   
44,515
   
-
   
44,515
 
Research and development
   
147,782
   
-
   
147,782
 
Interest Expense
   
35,649
   
11,136
   
52,119
 
Depreciation and Amortization
   
11,283
   
-
   
11,283
 
Total expenses
   
5,367,187
   
963,823
   
6,338,468
 
                     
NET LOSS BEFORE DISCONTINUED OPERATIONS AND INCOME TAXES
   
(5,367,187
)
 
(963,823
)
 
(6,338,468
)
                     
Net effect of recapitalization
   
-
   
-
   
(124,668
)
Discontinued operations - subsidiary
   
-
   
(15,327
)
 
(255,997
)
Disposal of subsidiary
   
-
   
173,616
   
173,616
 
                     
NET LOSS BEFORE INCOME TAXES
   
(5,367,187
)
 
(805,534
)
 
(6,545,517
)
                     
INCOME TAXES
   
-
   
-
   
-
 
                     
NET LOSS
 
$
(5,367,187
)
$
(805,534
)
$
(6,545,517
)
                     
BASIC AND DILUTED LOSS PER SHARE
                   
                     
Net loss per weighted average share
                   
Net operating loss
 
$
(0.19
)
$
(0.05
)
     
Discontinued operations
   
-
   
-
       
Disposal of subsidiary
   
-
   
-
       
                     
   
$
(0.19
)
$
(0.05
)
     
                     
Weighted average number of common shares used to compute net loss per weighted average share
   
28,584,090
   
17,550,000
       
                     

The accompanying notes are an integral part of the consolidated financial statements.
 
12

 
M45 RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(FORMERLY Quantitative Methods Corporation)

CONSOLIDATED STATEMENT OF CASH FLOWS

   
Year Ended
 
Year Ended
 
Date of
Inception to
 
   
March 31,
 
March 31,
 
March 31,
 
   
2008
 
2007
 
2008
 
               
CASH FLOWS FROM OPERATIONS
                   
Net loss
 
$
(5,367,187
)
$
(805,534
)
$
(6,545,517
)
                     
Adjustment to reconcile net loss to net cash
                   
Depreciation & Amortization
   
11,283
   
-
   
11,283
 
Disposal of subsidiary
   
-
   
(173,616
)
 
(173,616
)
Discontinued operations
   
-
   
15,327
   
255,997
 
Change in receivables
   
1,414
   
-
   
1,414
 
Expenses paid with stock
   
1,993,501
   
906,486
   
2,899,987
 
Employee Stock Option Plan
   
3,319,117
   
-
   
3,319,117
 
Prepaid deposits
   
(7,993
)
 
-
   
(7,993
)
Prior period Foreign Exchange Fluctuation
   
(23,391
)
 
9,524
   
(15,548
)
                     
Increase (decrease) in operating liabilities
                   
Changes in payables
   
(25,000
)
 
20,969
   
(2,914
)
Bank overdraft
   
-
   
-
   
-
 
NET CASH USED FOR OPERATING ACTIVITIES
   
(98,256
)
 
(26,844
)
 
(257,790
)
                     
CASH FLOWS FROM INVESTING ACTIVITIES
                   
                     
Acquisition of fixed assets
   
(93,940
)
 
-
   
(93,940
)
Leasehold Improvements
   
(13,329
)
 
-
   
(13,329
)
Net effect of recapitalization
   
-
   
-
   
124,668
 
NET CASH PROVIDED BY INVESTING ACTIVITIES
   
(107,269
)
 
-
   
17,399
 
                     
CASH FLOWS FROM FINANCING ACTIVITIES
                   
                     
Issuance of common stock
   
10,873
   
-
   
10,873
 
Net effect of recapitalization
   
-
   
5,470
   
5,470
 
Variation of advances from related parties
   
194,652
   
21,374
   
224,048
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
205,525
   
26,844
   
240,391
 
                     
Net increase in cash
   
-
   
-
   
-
 
Cash, beginning of period
   
-
   
-
   
-
 
Cash, end of period
 
$
-
 
$
-
 
$
-
 
                     
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                   
                     
Interest
 
$
50,126
 
$
77
 
$
618
 
Income tax
 
$
-
 
$
-
 
$
-
 
 
The accompanying notes are an integral part of the consolidated financial statements.

13

 
M45 RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(FORMERLY Quantitative Methods Corporation)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

 
 
 
 
 
 
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
Additional
 
During
 
 
 
 
 
Common Stock
 
Paid-in
 
Development
 
 
 
 
 
Shares
 
Amount
 
Capital
 
Stage
 
Total
 
                       
Balance, April 1, 2005
   
7,250,000
 
$
7,250
 
$
231,751
 
$
(43,269
)
$
195,732
 
Net effect of recapitalization with Quantitative Methods
   
10,300,000
   
10,300
   
(10,300
)
 
(124,668
)
 
(124,668
)
Net loss for year
   
-
   
-
   
-
   
(204,859
)
 
(204,859
)
                                 
Balance, March 31, 2006
   
17,550,000
   
17,550
   
221,451
   
(372,796
)
 
(133,795
)
                                 
Issuance of Explorations
                               
Miniere Grenville Stocks
   
909,090
   
909
   
905,577
   
-
   
906,486
 
Net loss for year
   
-
   
-
   
-
   
(805,534
)
 
(805,534
)
                                 
Balance, March 31, 2007
   
18,459,090
   
18,459
   
1,127,028
   
(1,178,330
)
 
(32,843
)
                                 
Employee Stock Option Plan
   
7,000,000
   
7,000
   
3,318,000
   
-
   
3,325,000
 
Expense paid with Stock
   
-
   
-
   
(5,883
)
 
-
   
(5,883
)
Miniere Grenville Stocks
   
6,250,000
   
6,250
   
1,243,750
   
-
   
1,250,000
 
Mr. Andrea Cortellazzi
   
4,989,940
   
4,990
   
743,501
   
-
   
748,491
 
Net loss for year
   
-
   
-
   
-
   
(5,367,187
)
 
(5,367,187
)
                                 
Balance, March 31, 2008
   
36,699,030
 
$
36,699
 
$
6,426,396
 
$
(6,545,517
)
$
(82,422
)

The accompanying notes are an integral part of the consolidated financial statements.
 
14


M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2008 and 2007

NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was formed under the laws of the State of Nevada on July 26, 1990 under the name of Quantitative Methods Corp., ("QTTM" or the "Company").

On January 8th, 1999, the Company acquired 100% ownership in Softguard Enterprises, Inc. ("Softguard"), incorporated under the laws of Canada, on June 23, 1995. The Company then discontinued operations of its subsidiary, due to lack of operations, on December 31, 2002.

On September 1, 2005, the Company consummated a Share Exchange Agreement and acquired 100% of Roadvision Technologies Inc.,("Roadvision"), incorporated under the Canadian Business Corporation Act on April 1, 2004. M45 acquired all of the issued and outstanding shares of Roadvision in exchange for the issuance in the aggregate of 7,250,000 of M45's shares of common stock to Roadvision Selling Shareholders. The issuance of M45's shares of common stock to Roadvision Selling Shareholders was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and to provisions of Regulation S.

On January 17, 2007, the Registrant entered into an Agreement with Exploration Miniere Grenville Inc. (“EMG”), a Quebec corporation, whereby EMG sold to the Registrant a total of TWO HUNDRED AND NINETY-TWO (292) mining claims located in the Matagami Mining Camp, Province of Quebec in or around designated territory 32F for the purchase price of NINE HUNDRED NINE THOUSAND AND 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.

On January 17, 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 the Certificate of Incorporation of the Company, pursuant to which the Company's name will change to “M45 Mining Resources Inc.” (the “Name Change”).

On March 28, 2007, the Registrant completed execution of a COMMON STOCK PURCHASE AGREEMENT with Andre Boyer (the “Purchasers”) for the sale of 100% of the issued and outstanding common stock Roadvision Technologies Inc. a subsidiary of the Registrant.

Nature of Business

M45 Mining Resources Inc., (MRES.PK) formerly known as Quantitative Methods, Corp. (QTTM: OB), is a development stage Company actively involved in mineral exploration. The Company’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.

15

 
    
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2008 and 2007

NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Recently Issued Accounting Pronouncements

In February, 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 eliminates the temporary exemption of bifurcation requirements to securitized financial assets, contained in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. As a result, similar financial instruments are accounted for similarly regardless of the form of the instruments. In addition, in instances where a derivative would otherwise have to be bifurcated, SFAS No. 155 allows a preparer on an instrument-by-instrument basis to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to re-measurement. The adoption of SFAS No. 155 has not materially affected the Company's reported loss, financial condition or cash flows.

In March, 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.

The pronouncement establishes standards whereby servicing assets and servicing liabilities are initially measured at fair value, where applicable. In addition, SFAS No. 156 allows subsequent measurement of servicing assets and liabilities at fair value, and where applicable, derivative instruments used to mitigate risks inherent with servicing assets and liabilities are likewise measured at fair value. The adoption of SFAS No. 156 has not materially affected the Company's reported loss, financial condition, or cash flows.

In March, 2006, the FASB issued Interpretation No. 48, ("FIN 48") Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes criteria for the recognition and measurement of a tax position taken or expected to be taken in a tax return. Accordingly, tax positions are analyzed to determine whether it is more likely than not they will be sustained when examined by the appropriate tax authority. Positions that meet the more-likely-than-not criteria are measured to determine the amount of benefit to be recognized, whereas those positions that do not meet the more-likely-than-not criteria are derecognized in the financial statements. The adoption of FIN 48 has not materially affected the Company's reported loss, financial condition, or cash flows.

In September, 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The statement defines fair value, determines appropriate measurement methods, and expands disclosure requirements about those measurements. The adoption of SFAS No. 157 has not materially affected the Company's reported loss, financial condition, or cash flows.

16


M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2008 and 2007
 
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements (Continued)
 
In September 2006, the SEC Staff issued SEC Staff Accounting Bulletin 107, “Implementation Guidance for FASB 123 (R).” The staff believes the guidance in the SAB will assist issuers in their initial implementation of Statement 123R and enhance the information received by investors and other users of financial statements, thereby assisting them in making investment and other decisions. This SAB includes interpretive guidance related to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financials instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of Statement 123R in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of Statement 123R and disclosures of MD&A subsequent to adoption of Statement 123R.
 
In September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements” (“SAB No. 108”). SAB No. 108 requires the use of two alternative approaches in quantitatively evaluating materiality of misstatements. If the misstatement as quantified under either approach is material to the current year financial statements, the misstatement must be corrected. If the effect of correcting the prior year misstatements, if any, in the current year income statement is material, the prior year financial statements should be corrected. In the year of adoption (fiscal years ending after November 15, 2006 or fiscal year 2009 for us), the misstatements may be corrected as an accounting change by adjusting opening retained earnings rather than being included in the current year income statement. We do not expect that the adoption of SAB No. 108 will have a material impact on our financial condition or results of operations.
 
FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the antidilution provision is not added to the terms of the award in contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first reporting period beginning after the date the FSP is posted to the FASB website. We will evaluate whether the adoption will have any impact on your financial statements.

In September, 2006, the FASB issued SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans. This statement requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year of change through comprehensive income. In addition, SFAS No. 158 requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. The adoption of SFAS No. 158 has not materially affected the Company's reported loss, financial condition, or cash flows.
 
17

 
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements (Continued)

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, which amends SFAS No. 123, Accounting for Stock-Based Compensation. This Statement, as revised, requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost will be recognized over the period during which an employee is required to provide service in exchange for the award.

No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The effective date for the Company is the first reporting period beginning after December 15, 2005. The adoption of SFAS 123R has not materially affected the Company's reported loss, financial condition, or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115. This pronouncement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The adoption of SFAS 159 has not materially affected the Company's reported loss, financial condition, or cash flows.

Summary of Significant Accounting Policies

Basis of Accounting

The Company's 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 year ended March 31, 2008 was $0 and $1,555 for the corresponding period in 2007 and 2005.

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.
 
18


M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2008 and 2007
 
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Summary of Significant Accounting Policies (Continued)

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 March 31, 2008.

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 March 31, 2008.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Roadvision Technologies Inc. (Canadian-based company). All significant inter company balances and transactions have been eliminated upon consolidation.

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. Leasehold Improvements is calculated on the remaining lease period and using the straight line amortization method.

Development Stage Company

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

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.

19


M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2008 and 2007

NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Policies (Continued)

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 March 31, 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, 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 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.

Interest Rate Risk

The Company is exposed to fluctuating interest rates.

Reclassifications

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

20


M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2008 and 2007
 
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Policies (continued)

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 United States dollar. Foreign currency transactions occasionally occur, and are primarily undertaken in United States dollars. Management has adopted SFAS No. 52, "Foreign Currency Translation". Monetary balance sheet items denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Average rates for the year are used to translate revenues and expenses. Resulting translation gains and losses are charged to operations. The Company has (3,204), to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

NOTE 2: PAYABLE DUE TO RELATED PARTIES

At March 31, 2008, the Company is indebted to Andrea M. Cortellazzi, a shareholder and director of the Company. The amount due to the related party is $ 186,401 and bears interest at 6% per annum.

NOTE 3: COMMON STOCK

The Company is authorized to issue 55,000,000 shares of $.001 par value common stock. For the periods ending March 31, 2008 and 2007, the Company had 36,699,030 and 17,550,000 shares of common stock outstanding, respectively.

Included in the March 2008 figure are 909,090 shares that have been issued to Miniere Grenville related to a transaction occurring prior to March 31, 2007; 7,000,000 shares issued to officers, directors, and employees; and 6,250,000 shares issued to Miniere Grenville for acquisition of supplementary mining territories acquired prior to March 31 2008.
 
NOTE 4: RESEARCH AND DEVELOPMENT COSTS

March 31, 2008 - $147,782

21


M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2008 and 2007

NOTE 5: ACQUISITION COSTS

On September 1, 2005, the Company completed a Share Exchange Agreement with Roadvision Technologies Inc. As a result of the exchange agreement, the business combination was treated as an acquisition by the accounting acquirer that is being accounted for as a recapitalization and as a reverse merger by the legal acquirer for accounting purposes. Pursuant to the recapitalization, all capital stock and amounts and per share data have been retroactively restated. For accounting purposes, Roadvision was treated as the accounting acquirer and, pursuant to the March 28, 2007 sale of Roadvision, M45 has become the accounting entity as of April 1, 2007.

NOTE 6: LOSS PER SHARE

The following is a reconciliation of the numerators of the basic income (loss) per share for the years ended March 31, 2008 and 2007.

   
2008
 
2007
 
           
Net income (loss) available to common stockholders
 
$
(5,367,187
)
$
(805,534
)
Weighted average shares:
             
Outstanding all year
   
28,584,090
   
17,550,000
 
               
Basic income (loss) per share (based on weighted average shares)
 
$
(0.19
)
$
(0.05
)
 
NOTE 7: INCOME TAXES
 
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
 
22

 
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:
 
Income tax provision at the federal statutory rate
   
34
%
Effect of operating losses
   
-34
%
     
0
%
 
Net deferred tax assets consist of the following:
 
   
For the year ended
 
   
March 31,
 
   
2008
 
Gross deferred tax asset
 
$
1,825,000
 
Gross deferred tax liability
   
-
 
Valuation allowance
   
(1,825,000
)
Net deferred tax asset
 
$
-
 
 
The company did not pay any income taxes during the fiscal year ended March 31, 2008 or 2007.

At March 31, 2008, the Company has net operating loss (NOL carry forwards totalling approximately $6,546,000. The carry forwards begin to expire in the fiscal year 2028. Deferred tax assets have been reduced by a valuation allowance because of uncertainties as to future recognition of taxable income to assure realization. The net change in the valuation allowance for the year ended March31, 2008 was $1,552,000 and $273,000 for year ended March 31, 2007.

NOTE 8: 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 $6,545,517 from inception to March 31, 2008 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.
 
23

 
NOTE 9: PROPERTY AND EQUIPMENT
 
Property and equipment consists of the following categories at March 31, 2008 and 2007:

   
March 31,
 
   
2008
 
2007
 
Furniture and equipment
 
$
93,940
 
$
-
 
Leasehold improvements
   
13,329
   
-
 
     
107,269
   
-
 
Less accumulated depreciation
   
11,283
             
Total
 
$
95,986
 
$
-
 
 
Depreciation expense for the fiscal year ended March 31, 2008 and 2007 was $11,283 and $-0-, respectively.
 
NOTE 10: AMENDED FILINGS AND OTHER RECLASSIFICATIONS OF FUNCTIONAL CATEGORIES

The Company Amended its Form 10-QSB for the three quarterly periods ended June 30, 2007, September 30, 2007, and December 31, 2007 to restate the financial statements for errors in the proper recording of stock-based compensation and mining title costs paid for with common stock of the Company. In the quarter ended June 30, 2008, the company increased general and administrative expenses by $3.319 million, as a result of issuing 7,000,000 share of common stock to officers, directors, and employees. In the quarterly period ended December 31, 2007, the Company increased mining acquisition cost by $1.250 million, as a result of issuing 6,250,000 shares of its common stock for the acquisition of 160 mining titles. These errors were the result of a communications issue between outside financial consultants. The Company has implemented new accounting and communication controls to ensure that all future stock-based compensation for employees and non-employees and the cost of issuing common stock for purchases and services is accurately reported in the appropriate quarterly reporting period. All adjustments reported in the Amended Reports have been properly reflected in all periods presented in this current Form 10-KSB.

Certain expense items have been reclassified in all periods to conform to a more natural grouping of expenses by functional categories. All periods included in the statements of operations have been presented in accordance with the new, functional categories.
 
24

 
NOTE 10: AMENDED FILINGS AND OTHER RECLASSIFICATIONS OF FUNCTIONAL CATEGORIES (Continued)

In all periods preceding this Form 10-KSB, the balance sheet was presented in U.S. dollars, while all other financial statements were presented in Canadian dollars. The financial statements included in this Form 10-KSB have been stated in U.S. dollars, for consistency in reporting financial information in one dollar denomination. Shown below is summary of the affect of restating the quarterly periods which ended June 30, 2007, September 30, 2007, and December 31, 2007 and inception to March 31, 2007. All fourth quarter and fiscal year numbers through March 31, 2008 have been stated in U.S. dollars. Also, the inception through March 31, 2008 numbers have been presented in U.S. dollars.

           
Net Loss
 
   
Filing
Form
 
Quarter and
Period Ended
 
Canadian
Dollars
 
U.S.
Dollars
 
Increase
(Decrease
 
                       
Net loss reported
   
10-QSB
   
6/30/07
 
$
3,477,424
 
$
3,466,358
 
$
(11,066
)
                                 
Net loss reported
   
10-QSB
   
9/30/07
   
297,624
   
290,467
   
(7,157
)
                                 
Net loss reported
   
10-QSB
   
12/31/07
   
1,433,866
   
1,438,494
   
4,628
 
                                 
Inception to date to March 31, 2007
   
10-KSB
   
3/31/07
   
1,170,487
   
1,178,330
   
7,843
 
 
ITEMS 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable

ITEM 8A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its periodic reports filed under the Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company's management carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, our principal executive officer and our principal financial officer concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by us in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. In addition, our principal executive officer and our principal financial officer concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure.
 
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Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control.

ITEM 8A. Controls and Procedures (Continued).

The development or exploitation of the Company territories also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls and Procedures.

Subsequent to the date of the evaluation, there were no changes in the Company's internal control or in other factors over financial reporting that could significantly affect these controls. We have not identified any significant deficiencies or material weaknesses in the evaluation of these internal controls, and therefore there were no corrective actions taken.
 
ITEM 8B. OTHER INFORMATION

On January 17, 2007, the Registrant entered into an Agreement with Exploration Miniere Grenville Inc. (“EMG”), a Quebec corporation, whereby EMG sold to the Registrant a total of TWO HUNDRED AND NINETY-TWO (292) mining claims located in the Matagami Mining Camp, Province of Quebec in or around designated territory 32F for the purchase price of NINE HUNDRED NINE THOUSAND AND 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. Since representing a material event, additional information was required to be disclosed on Form 8-K during the fourth quarter of the fiscal year ended March 31, 2007.

PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

The names, ages, and respective positions of the directors and executive officers of the Company are set forth below. All directors named below will hold office until the next annual stockholders' meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and have qualified. The Board of Directors elects officers to their positions, and continue in such positions, at the discretion of the directors, absent any employment agreement, of which none currently exist or are. There are no agreements or understanding for any officer or director of the Company to resign at the request of another person and none of the directors and officers is acting on behalf of or will act at the direction of any other person.

Name
 
Age
 
Position
 
Term of Office
   
                 
Andrea M. Cortellazzi
 
52
 
Chief Executive Officer
 
June 27, 2007 to Present
 
Director
                 
Craig A Perry
 
48
 
Director
 
March 28, 2007 to Present
   
                 
Gilles Ouellette
 
51
 
Secretary/Treasurer
 
March 28, 2007 to Present
   

Andrea M. Cortellazzi

Andrea M. Cortellazzi is a successful businessman who has been working in New York and Montreal in the financial and stock market industry for the last 8 years. Specialized in architectural design he was previously involved in the construction business and he acquired experience in project management and operational budgeting in large agglomeration projects. He was the CEO of Coastal Holdings, Inc. (COHG.PK) from 2004 until May 2007.
 
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ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act (Continued).

Craig A. Perry

Craig A Perry is the General Manager of InMetal in Sharon MA, a leader in providing precision sheet metal fabrication and assemblies to New England's high tech industries for 57 years. He has been at the helm of this family business (started by his parents in 1945) for over 20 years. Mr. Perry holds a Bachelor of Science degree in Mechanical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration degree from the University of California, Berkeley. A native of Dover, Massachusetts, Mr. Perry now lives in Walpole, Massachusetts with his wife and two children.

Gilles Ouellette

Since 1999, Mr. Gilles Ouellette has been associated with GE Capital. (Formally Trust Street properties, Inc, a public real estate investment trust listed on the New York Stock Exchange "TSY", and formally CNL Restaurant properties, Inc.) Prior to joining GE, Mr. Ouellette was Vice-President Finance for Better built Homes of Florida, with which he had been associated since 1994. He received a M.B.A from McGill University in 1998 and he has been a Florida Real Estate licensee since 1992. He serves as a Director on the Board of IKnox, Inc, property management services, and he is a member of NAREIT.

Family Relationship

There are no family relationships among the directors or executive officers of M45. There are no arrangements or understandings between any two or more of our directors or executive officers.

Involvement in Certain Legal Proceeding

During the past five years, none of the executive officers or directors of the Company were involved in any bankruptcy proceedings, convicted of or being subject to a pending criminal proceeding, been subject to any order, judgment or decree of a court, permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activities or been found by a court to have violated any federal, provincial or state securities or commodities laws.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities and Exchange Act of 1934, (the "1934 Act") requires that the directors, officers and persons who own more than ten percent of a company with securities registered pursuant to Section 12 of the 1934 Act file reports of ownership and changes in ownership with the Securities and Exchange Commission. The Company did not have a class of equity securities registered pursuant to Section 12 of the Exchange Act (15 U.S.C. 781) during the most recent fiscal year or prior fiscal years. As a result, no reports are required to be filed pursuant to Section 16(a).

Code of Ethics

On December 31, 2003, the Board of Directors adopted a corporate code of ethics for its Senior Financial Officers, which include our Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Ethics is filed as an exhibit to our Quarterly Report on Form 10-QSB for the period ended March 31, 2004. The Company believes the adopted code is reasonably designed to deter wrongdoing and promote honest and ethical conduct to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster full, fair, accurate, timely and understandable disclosures in public reports and documents; compliance with applicable governmental laws, rules and regulations; ensures the prompt internal reporting of code violations, and provides accountability for adherence to this code. These Senior Financial Officers are expected to abide by this Code as well as by all of the Company's other applicable business policies, standards and guidelines.
Committees of the Board of Directors
 
27

 
ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act (Continued).
 
At the present time, the Company does not have an audit committee, nor has it adopted an Audit Committee Charter. In addition, the Board of Directors has not yet designated a member to serve on the audit committee as an "audit committee financial expert" within the meaning of the rules and regulations of the SEC because they have not found a qualified independent individual who meets the independence requirements established by the SEC for the position. Until the Company finds such an individual with the qualifications to serve as a director, on the audit committee, as a financial expert of the Audit Committee, the entire Board of Directors will continue to perform the functions and duties of the Audit Committee. The Company also does not have an executive committee of our board of directors, a compensation committee, nominating committee, stock plan committee or any other committees.

The Board of Directors is to oversee the performance of the independent auditors and the quality and integrity of our internal accounting, auditing and financial reporting practices. The Board is responsible for retaining (subject to stockholder ratification) and, as necessary, terminating, the independent auditors, annually reviews the qualifications, performance and independence of the independent auditors and the audit plan, fees and audit results, and pre-approves all services, including audit and permissible non-audit services to be performed by the independent auditors. These services may include audit services, audit-related services, tax services and other services. For pre-approval of services, the independent auditor provides an engagement letter outlining the particular service or category of services to be performed for up to one year and is generally subject to a specific budget, which must be formally accepted before the audit commences.

ITEM 10. Executive Compensation.

As at March 31, 2008, no compensation was awarded to, earned by or paid to any of the Company's directors and/or executive officers for their respective services rendered to the Company, nor have they received any such compensation in the past. They were however, entitled to receive reimbursement for actual, demonstrable out-of- pocket expenses, including travel expenses, if any, made on the Company's behalf. The directors and/or officers have agreed to act without compensation until the Board of Directors adopts a plan of compensation, in accordance with their responsibilities; however this is not expected to occur until the Company has generated revenue from operations.

The Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our directors, officers. None of our executive officers or directors owned any securities exercisable for or convertible into our Common Stock as of March 31, 2008.

ITEM 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the names of each person (including any "group") known to the Company to be the beneficial owner of five percent (5%) or more of the Company's outstanding common stock as of March 31, 2008, (36,491,530 issued and outstanding). Each person has sole voting power and investment power with respect to all shares of common stock.

Title of Class
 
Name and Address
of Beneficial Owner
 
Amount and Nature of
Beneficial Ownership
 
Percent of Class
 
               
Andrea M. Cortellazzi (1) 
         
4,989,940
   
13.7
%
                     
Euro Holdings Inc. (1) 
         
7,726,500
   
21.2
%
                     
Miniere Grenville (1)
         
7,159,090
   
19.6
%

All above mentioned Corporations are controlled by Andrea Cortellazzi. If the ownership of all corporations is added together, the total percentage ownership of Mr. Cortellazzi is 34.9 percent.

Security Ownership of Management

The following table sets forth the names of each of the directors and/or executive officers of the Company ("individually" or as a "group") to be the beneficial owner of the Company's outstanding common stock as of March 31, 2008.
 
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Changes of Control

There are no present arrangements that would result in changes of control of the Company.

Securities Authorized for Issuance under Equity Compensation Plans

On March 26, 2007, the Company filed an S-8 form statement for issuance of 7 million options for key employees’ and consultants’ stock option plan.

ITEM 12. Certain Relationships and Related Transactions.

Throughout our history, certain members of the Board of Directors, shareholders and general management have made loans to M45 to cover certain ordinary business expenses.

ITEM 13. Exhibits.

Exhibits and Index of Exhibits:

The following exhibits are filed with this report, except those indicated as having previously been filed with the Securities and Exchange Commission and are incorporated by reference to another report, registration statement or form.

2.1
Share Exchange Agreement, dated September 1, 2005 (incorporated by reference to the Exhibits previously filed with the Company's Current Report on Form 8-K dated September 1, 2005 and filed with the Securities and Exchange Commission on September 1, 2005).

 
(i) Articles of Incorporation of M45 Mining Resources Inc. and filed with the Nevada Secretary of State on July 16, 1990.

 
(ii) 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).

16.1
Letter on change of certifying accountant (incorporated by reference to the Exhibits previously filed with the Company's Current Report on Form 8-K dated January 2, 2006 and filed with the Securities and Exchange Commission on January 3, 2006.

31.1
Certification of the Chief Executive M 45 Mining Resources Inc. Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2
Certification of the Chief Financial Officer of M 45 Mining Resources Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1
Certification of the Chief Executive Officer and 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.

ITEM 14. Principal Accountant Fees and Services.

The Company's fiscal year was changed from December 31 to March 31 on December 30, 2005. All Principal Accountant Fees and Services for the period through the fiscal year ended December 31, 2004 are reflected in the Company's Form 10-KSB filed with the SEC on April 11, 2005.
 
29

 
ITEM 14. Principal Accountant Fees and Services (Continued).

Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by Patrick Rodgers, CPA, PA, (collectively the "Principal Accountants"), for the audit of the Company's annual consolidated financial statements and review of the consolidated financial statements included in the Company's Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended March 31, 2008 and 2007 were $3,000 (USD) and $0 (USD), respectively.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered by the Principal Accountants that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under Audit Fees above for fiscal years ended March 31, 2006 and December 31, 2004 were $650 (USD) and $0 (USD), respectively. Fees consisted of review and filing of 8-K.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Principal Accountants for tax compliance, tax advise, and tax planning for the fiscal years ended March 31, 2006 and December 31, 2004 were $200 (USD) and $500 (USD), respectively. Tax fees consisted of tax compliance and various tax matters.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the Principal Accountants, other than the services reported above: $0.

The percentage of hours expended (if greater than 50%), on the Principal Accountants' engagement to audit the Company's consolidated financial statements for the fiscal years ended March 31, 2006 and December 31, 2004 that were attributed to work performed by persons other than the Principal Accountants' full-time, permanent employees was 0%.

SIGNATURES

In accordance with Sections 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  M45 MINING RESOURCES INC.
   
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.
 
30