UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~August 1910, 2010

Neuro – Biotech Corp.

(Exact Name of Registrant as Specified in Charter)

Nevada	33-55254-42	87-0485310
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Aeschenvorstadt 71, CH-4051 Basel, Switzerland
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 41 61 500 05 16

M45 Mining Resources, Inc., 4020 St-Ambroise, Suite 497, Montreal, Quebec Canada

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~On or about April 30, 2010 Neuro-Biotech Corp.~~ (~~the “Company”~~a) entered into sixteen (16) license agreements (manufacturing and distribution) with Squib & Waves Research Inc. and Northern Carrabean Star Inc., both International Business Companies formed in the Bahamas, wherein Squib & Waves Research Inc. and Northern Carrabean Star Inc. grant 16 licenses to the Company for the manufacturing and distribution of “SymPath, Neuro-Bio #1, Diagnostic Kit,” “Axis, Neuro-Bio #2, Diagnostic Kit,” “Tetric, Neuro-Bio #3, Diagnostic Kit,” “Neuroamin, Neuro-Bio #4, Diagnostic Kit,” “Neutral, Neuro-Bio #5, Diagnostic Kit,” “Tryptyr, Neuro-Bio #6, Diagnostic Kit,” “Divan, Neuro-Bio #7, Diagnostic Kit,” “Gacha, Neuro-Bio #8, Diagnostic Kit,” “Freerad, Neuro-Bio #9, Diagnostic Kit,” “Maos, Neuro-Bio #10, Diagnostic Kit,” “Neurendom, Neuro-Bio #11, Diagnostic Kit,” “Neurendof, Neuro-Bio #12, Diagnostic Kit,” “Neuroarthric, Neuro-Bio #13, Diagnostic Kit,” “Neuro-Relax, Neuroceuticals #1, Diagnostic Kit,” “Neuro-Learn, Neuroceuticals #2, Diagnostic Kit,” “Neuro-Slim, Neuroceuticals #3, Diagnostic Kit.”

As consideration for the above-mentioned 16 licenses, the Company issued 615,000,000, in the aggregate, shares of Common Stock, whereby 315,000,000 shares of Common Stock were issued to Squib & Waves Research Inc. and 300,000,000 shares of Common Stock were issued to Northern Carrabean Star Inc. Squib & Waves Research Inc. and Northern Carrabean Star Inc. have agreed to invest the sum of 2,000,000 USD in Neuro-Biotech Corp. within fifteen (151) ~~months~~Previous ~~from the date of April 30, 2010, as a direct and proximate~~Independent ~~result of the above-styled license agreements.~~Accountant

~~Squib &~~(i) ~~Waves~~On ~~Research~~July ~~Inc. and Northern Carrabean Star Inc. either own or have acquired the rights in and to certain trademarks and US Patent 5~~26,~~879,902: Diagnostic~~ ~~Methods~~2010 ~~and Kits for~~ the ~~Evaluation~~Registrant ofchanged ~~the~~its ~~Sympathetic~~independent ~~Nervous System Function~~auditor, ~~Canadian~~Patrick ~~Patent 2~~Rodgers,~~294,179:~~ Diagnostic Methods and Kits for the Evaluation of the Sympathetic Nervous System Function and an International PCT W098/58076. The foregoing patents are umbrella patents allowing for the filing of other diagnostic kitsCPA, asPA ~~noted above, using the same methodology~~(“Rodgers”).

~~Item 8.01~~(ii) ~~Other~~The ~~Events~~reports of Rodgers as of and for the fiscal years ended March 31, 2008 and 2009, did not contain any adverse opinion or disclaimer of opinion, or were qualified or modified as to uncertainty, audit scope or accounting principles.

A.(iii) ~~On July 15, 2010 the Company relocated its corporate headquarters to Basel, Switzerland.~~ The ~~new~~Board ~~address~~ of ~~the~~Directors ~~Company’s~~agreed ~~principal~~to ~~executive offices~~change ~~is Aeschenvorstadt 71, CH-4051 Basel, Switzerland and~~ the ~~Company~~Registrant’s ~~mailing~~ ~~address~~independent ~~is P~~auditor.~~O. Box 605, CH-4010, Basel, Switzerland. The Company’s new telephone number is 41 61 500 05 16.~~

B.(iv) ~~The~~During ~~Company~~the ~~has~~fiscal ~~modified its~~years ~~business~~ended ~~direction~~March 31, 2008 and ~~focus~~2009 ~~away~~and ~~from~~any ~~mining~~subsequent ~~and~~interim ~~toward~~period ~~the~~preceding ~~realm~~such departure of ~~neuroscience. Below~~ isRodgers, athere ~~complete~~were ~~business~~no ~~description:~~disagreements with Rodgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

~~Neuro-Biotech Corp.~~(v) isRodgers ahas ~~public~~not ~~neuroscience~~advised ~~medical diagnostic enterprise involved in~~ the ~~unique~~ ~~international~~Registrant ~~niche~~ of ~~clinical~~any ~~neuroscience~~events ~~with~~described ~~the~~in ~~emphasis~~paragraphs ~~being~~(A) ~~to rapidly~~through ~~develop~~(D) ~~and commercialize innovative and competitive diagnostic products, with the goal~~ of ~~becoming~~Regulation aS-K ~~world~~Item ~~leader in this market~~304(a)(1)(v).

~~Neuro-Biotech's vision~~(2) ~~is to be the first neuro-pharmaceutical companies to bring to market~~New ~~analytical~~Independent diagnostic products specifically designed to facilitate early diagnosis, and monitoring. This will allow follow-up treatments, through a targeted therapeutic approach to the major psycho-social environmental diseases related to the neuro-psycho-endocrine and immune systems.Accountant

~~Neuro-Biotech~~The ~~Corp.~~Registrant ~~Business~~engaged ~~aims~~Michael ~~are~~Pollack, ~~to:~~CPA ~~develop~~of ~~and commercialize quantitative diagnostic blood tests for early diagnosis~~KBP, ~~monitoring~~LLP ~~and~~as ~~follow-up~~its ~~for~~independent ~~a large range of~~auditor ~~neuroscience~~to ~~and~~provide ~~stress~~the ~~related~~requisite ~~disorders~~audit inservices ~~order~~for tothe ~~accommodate~~Registrant. KBL, ~~unsatisfied~~LLP ~~medical~~commenced ~~needs; develop~~ its ~~own~~engagement ~~extensive~~effective ~~portfolio~~July of22, ~~diagnostic~~2010 ~~tests~~as requested and ~~natural~~ ~~brain~~approved ~~neuroceuticals; enter into strategic alliances with large~~by ~~distributors~~the inRegistrant’s ~~order~~Board toof ~~accelerate~~Directors. The ~~its~~Registrant ~~worldwide~~did ~~market~~not ~~penetration in general~~consult ~~and,~~with ~~in particular some revenue interesting niche markets~~KBP, ~~by initiating~~ ~~sales~~LLP ~~through~~on ~~its~~any ~~own~~matter ~~sales~~at ~~force;~~any ~~and~~time byprior ~~forming~~to ~~business partnerships~~the ~~with private laboratory networks on a worldwide basis~~engagement.

C.(3) Please Onsee ~~or about June 21, 2010~~ the ~~Company~~attached ~~entered~~letter ~~into~~from aPatrick ~~Stock Repurchase and Termination of Contracts Agreement with Miniere Grenville~~Rodgers, ~~Inc.~~CPA, ~~whereby~~PA ~~7,159,090~~regarding ~~shares~~his review of the ~~Company’s~~ ~~common~~abovementioned ~~stock~~disclosure ~~were~~made ~~returned~~in response to ~~the~~this ~~Company’s treasury~~Item 304(a).

~~D. On July 13, 2010 the~~Item ~~Company announced the formation of its first subsidiary, Neuro-Biotech Lab Canada Inc~~5.,03 ~~having~~Amendments ~~its~~to ~~offices~~Articles ~~at 1002 Sherbrooke Street West, 28E Floor, Montréal QC, H3A 3L6, Canada. The main purpose~~ of ~~the~~Incorporation ~~Canadian subsidiary~~or isBylaws; toChange ~~establish the Neuro-Biotech main laboratory~~ in ~~Technoparc~~ ~~Montreal~~Fiscal ~~(www~~Year.technoparc.com) near the Montreal International Airport, where Research and Development are to be conducted, along with the analysis of various medical diagnostic tests were the results will be made available to the medical community.

On February 26, 2010 the Company and its stockholders deemed it to be in the best interest of the Company that Article THIRD of the Company’s Articles of Incorporation be stricken in its entirety and replaced as follows:

THIRD: Authorized Stock: The total number of shares which the Company shall have authority to issue is One Billion (1,000,000,000) Common Shares, with a par value of $0.001 per share.

Prior to such amendment, the Company had authority to issue Three Hundred Million (300,000,000) Common Shares, with a par value of $0.001 per share.

Item 9.01 Financial Statements and Exhibits.

Letter from the previous independent accountant, Patrick Rodgers, CPA, PA

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: ~~July~~August 1910, 2010

NEURO-BIOTECH CORP.

/s/ Barry Somervail

Barry Somervail, Chief Executive Officer

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