UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period ended ~~December~~June 3130, ~~2009~~2010

¨o Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Transition Period from _______________ to ____________________

Commission File No. 33-55254-42

~~M45 Mining Resources~~Neuro-Biotech ~~Inc~~Corp.

(Exact name of registrant as specified in its charter)

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

1212 Redpath Crescent, Montreal (Quebec) Canada		H3G 2K1
(Address of principal executive offices)		(Postal Code)

Aeschenvorstadt 71, CH-4051 Basel, Switzerland
(Address of principal executive offices)	(Postal Code)

Registrant’s telephone number, including area code: ~~(514)~~41 ~~812-4568~~61 500 05 16

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ

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

54,041,286 shares of Company’s common stock, par value $0.001 per share, were outstanding as of February 15, 2010.

M45 Mining Resources Inc.

(Former name, former address and former fiscal year, if changed since last report)

Yes þ No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

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

662,807,500 shares of Company’s common stock, par value $0.001 per share, were outstanding as of August 9, 2010.

Neuro-Biotech Corp.

(A Developmental Stage Company)

(formerly M45 Mining Resources Inc.)

TABLE OF CONTENTS FOR FORM 10-Q

PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Balance Sheets as of December 31, 2009 (unaudited) and March 31, 2009		3
	Balance Sheets as of June 30, 2010 (unaudited) and March 31, 2010	3
	Statements of Operations for the three and nine months ended December 31, 2009 and 2008, and for the period from April1, 2004 (inception) to December 31, 2009 (Unaudited)		4
	Statements of operations for the three months ended June 30, 2010 and 2009, and for the period from April 1, 2004 (inception) to June 30, 2010 (Unaudited)	4
	Statements of cash flows for the nine months ended December 31, 2009 and 2008, and for the period from April 1, 2004 (inception) to December 31, 2009 (Unaudited)		5
	Statements of cash flows for the three months ended June 30, 2010 and 2009, and for the period from April 1, 2004 (inception) to June 30, 2010 (Unaudited)	5
	Notes to unaudited financial statements	6	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19	15
ITEM 4	CONTROLS AND PROCEDURES	20	15
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	20	16
ITEM 1A.	RISK FACTORS	20	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21	16
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21	16
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	21	17
ITEM 5.	OTHER INFORMATION	21	17
ITEM 6.	EXHIBITS	21	17
	SIGNATURES	22	18

PART I - FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

~~M45~~NEURO-BIOTECH ~~MINING RESOURCES INC~~CORP.

(A Development Stage Company)

(formerly M45 Mining Resoures Inc.)

BALANCE SHEETS

	December 31,			March 31
	June 30,			March 31,
	2009			2009
	2010			2010
	(Unaudited)
Assets
Current assets
Current assets:
Cash	$	-		$	-
Prepaid expense		-			~~2,336~~-
Total current assets		-			~~2,336~~-
Fixed assets, net		6756,~~162~~318			7561,~~274~~755
Intangible Assets bet of amortization		7,487			-
Website development cost, net		13,252			14,599
Total assets	$	74,649		$	77,610
Intangible assets, net		610,900			-
Total assets	$	680,470		$	76,354
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued liabilites	$	-30,731		$	319,~~000~~719
Payables due to related parties		301,279			146,422
Notes payable - non-related parties		1,125,913			-
Total current liabilities		301,279			149,422
Notes payable - related parties		433,127			401,849
Total current liabilities		1,589,771			421,568
Stockholders' deficit
Common stock, $.001 par value; 55,000,000 shares authorized, 54,008,386 shares issued and outstanding		54,008			54,008
Common stock, $.001 par value; 1,000,000,000 shares authorized, 662,807,500 and 53,120,886 shares issued and outstanding		662,808			53,121
Additional paid-in capital		655,~~862~~771,~~985~~787			6,~~862~~863,~~985~~872
Deficit accumulated during the development stage		(757,~~143~~343,~~623~~896	)		(67,~~988~~262,~~805~~207	)
Total stockholders deficit		(~~226~~909,~~630~~301	)		(71345,~~812~~214	)
Total liabilities and stockholders' deficit	$	74680,~~649~~470		$	7776,~~610~~354

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

~~M45 MINING~~NEURO-BIOTECH ~~RESOURCES INC~~CORP.

(A Development Stage Company)

(formerly M45 Mining Resoures Inc.)

STATEMENTS OF OPERATIONS

(Unaudited)

							Date of						~~Date of~~
	Three Months Ended						~~Nine~~Inception ~~Months Ended~~to						~~Inception to~~
	December 31,						December 31,						December 31,
	June 30						June 30,
	2009			2008			2009			2008			2009
	2010			2009			2010
Sales	$	-		$	-		$	-		$	-		$	-
Operating revenues	$	-		$	-		$	-
Expenses:
Operating expenses:
Mining claim acquisition costs		-(2,156,486	)		-			-			-			~~2,156,486~~
General and administrative		87552,~~700~~279			7622,~~141~~760			~~122~~5,~~992~~083,624			~~247,315~~			~~4,423,411~~
Marketing		-			-			-49,391			~~3,988~~			~~48,503~~
Research and development		~~5,000~~-			1,414			7175,~~336~~775			~~4,242~~			~~175,775~~
Interest on loan		3,633			6,232			8,667			14,790			77,279
Depriciation, amortization and impairment		51,670,884			5,062			51,732,757
Depreciation and Amortization		5,698			7,726			15,823			22,938			55,120
Total expenses		50,066,677			29,236			57,041,547
Total expenses		102,031			91,513			154,818			293,273			6,936,574
Net loss before Other Income (Expenses) and income taxes		(50,066,677	)		(29,236	)		(57,041,547	)
Net loss before discontinued operations and income taxes		(102,031	)		(91,513	)		(154,818	)		(293,273	)		(6,936,574	)
Interest		(15,012	)		(2,367	)		(95,300	)
Net effect of recapitlization		-			-			-(124,668	)		-			~~(124,668~~	)
Discontinued operations - subsidiary		-			-			-(255,997	)		-			~~(255,997~~	)
Disposal of subsidiary		-			-			-173,616			-			~~173,616~~
Net loss before income taxes		(~~102~~50,~~031~~081,689	)		(9131,~~513~~603	)		(~~154~~57,~~818~~343,896	)		~~(293,273~~	)		~~(7,143,623~~	)
Income taxes		-			-			-			-			-
Income Taxes		-			-			-
Net loss	$	(~~102~~50,~~031~~081,689	)	$	(9131,~~513~~603	)	$	(~~154~~57,~~818~~343,896	)	$	~~(293,273~~	)	$	~~(7,143,623~~	)
Basic and Diluted Loss Per Share:
Net loss per weighted average share
Net operating loss	$	-(0.105	)	$	-(0.001	)	$	-		$	~~(0.01~~	)
Discontinued operations		-			-			-			-
Net effect of recapitlization		-			-
Disposal of subsidiary		-			-			-			-
Discontinued operations		-			-
	$	-		$	-		$	-		$	(0.01	)
Disposal of subsidiary		-			-
Weighted average number of common shares used to compute net loss per weighted average share		54,008,386			36,699,030			54,008,386			36,699,030
	$	(0.105	)	$	(0.001	)
Weighted average number of common shares used to compute net loss per weighted average share		476,262,208			53,120,886

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

~~M45 RESOURCES~~NEURO-BIOTECH ~~INC~~CORP.

(A Development Stage Company)

(formerly M45 Mining Resoures Inc.)

STATEMENTS OF CASH FLOWS

(Unaudited)

							Date of
	Nine Months Ended						Inception to
	Three Months Ended						Inception to
	December 31,			December 30,			December 30,
	June 30,			June 30,			June 30,
	2009			2008			2009
	2010			2009			2010
Cash Flows From Operations:
Cash flows from operations:
Net loss	$	(~~154~~50,~~818~~081,689	)	$	(~~293~~31,~~273~~603	)	$	(757,~~196~~343,~~409~~896	)
Adjustment to reconcile net loss to net net cash used by operating activities:
Adjustment to reconcile net loss to net cash used in operarting activiites
Disposal of subsidiary		-			-			(173,616	)
Discontinued operations		-			-			255,997
Depreciation		15,823			22,938			65,244
Change in receivables		-			-			1,414
Expenses paid with stock		-			-			2,899,987
Expenses paid with stock, net of reversal of expenses		(1,631,486	)		-			1,268,501
Employee stock option plan		-			-			3,319,117
Employee Stock Option Plan		-			-			3,319,117
Prior period foreign exchange fluctuation		-			-			(15,548	)
Prior period Foreign Exchange Fluctuation		-			-			(15,548	)
Changes in operating assets and liabilities:
Prepaid deposits		-			1,414			-
Receivables					-			-
Depreciation, amortization and impairment		51,670,884			5,062			51,732,757
Prepaid deposits		2,336			4,242			2,336
Increase (decrease) in operating liabilities
Payables		(3,000	)		-			(2,914	)
Changes in payables		11,012			-			27,817
Net cash used for operating activities		(139,659	)		(266,093	)		(845,806	)
Net cash provided by (used in) investing activities		(31,279	)		(25,127	)		(927,457	)
Cash flows from investing activities:
Acquisition of intangible and fixed assets		(15,198	)		(7,303	)		(116,441	)
Acquisition of fixed assets		-			-			(108,743	)
Leasehold Improvements		-			-			(13,329	)
Website development		-			-			(16,156	)
Leasehold improvements		-			-			(13,329	)
Net effect of recapitalization		-			-			124,668
Net cash provided by (used for) investing activities		(15,198	)		(7,303	)		(5,102	)
Net cash provided by (used in) investing activities		-			-			(13,560	)
Cash flows from financing activities:
Issuance of common stock		-			-			28,182
Net effect of recapitalization		-			-			5,470
Variation of advances from related parties		154,857			273,396			817,256
Increase in notes payable - related parties		31,279			25,127			907,365
Net cash provided by financing activities		~~154~~31,~~857~~279			~~273~~25,~~396~~127			~~850~~941,~~908~~017
Net incresase in cash		-			-			-
Cash, beginning of period		-			-			-
Cash, end of period	$	-		$	-		$	-
Supplemental disclosures of cash flow information:
Interest	$	-		$	-		$	50,744
Income tax	$	-		$	-		$	-
Noncash financing and investing activities
Acquisition of licenses for common stock	$	52,275,000		$	-		$	52,275,000

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

~~M45~~Neuro-Biotech ~~Mining Resources Inc~~Corp.

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010

NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation

The accompanying unaudited financial statements of ~~M45~~Neuro-Biotech ~~Mining Resources Inc (“M45” or “Company”)~~Corp., have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for a complete presentation of the financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments (consisting of a normal and recurring nature) necessary for a fair presentation of the Company’s financial position at June ~~December 31~~30, ~~2009~~2010 (unaudited) and the results of its operations for the three ~~and nine month periods~~ months ended ~~December~~June 3130, ~~2009~~ 2010 (unaudited) and cash flows for the ~~nine~~three months ended ~~December 31~~June 30, ~~2009~~ 2010 (unaudited). Interim financial statements are prepared on a basis ~~consistent~~ consistent with the Company’s annual financial statements. Results of operations for the three ~~and~~months ~~nine~~period ~~month periods~~ ended ~~December~~June 3130, ~~2009~~2010 are not necessarily ~~indicative~~ indicative of the operating results that may be expected for the fiscal year ~~ending~~ ended March 31, 2010.

These financial statements and the notes hereto should be read in conjunction with financial statements and notes thereto included in the Company’s Form 10-K for the year ended March 31, ~~2009~~2010, which was filed ~~October~~July 302, ~~2009~~2010.

~~M45~~Neuro-Biotech ~~Mining Resources Inc~~Corp.’s, new strategy is focused on building shareholder value ~~through~~ ~~the~~though ~~exploration and development of mineral claims, particularly in~~ the ~~Matagami~~removal ~~Mining~~of ~~Camp located in Quebec, Canada. The Matagami Mining Camp is known for~~ its ~~zinc-rich~~mining ~~massive~~business ~~sulphide~~and ~~deposits. Initial exploratory work in the Camp can be traced back~~ to ~~the~~focus ~~1930's~~toward ~~with Noranda's activities in~~ the ~~region.~~ ~~Ten~~realm of ~~the eighteen deposits discovered to date have been mined and have~~ ~~produced a total of 3~~neuroscience.~~9 Mt zinc and 0.4 Mt copper.~~

~~The~~Neuro-Biotech ~~mining titles are situated on the east side of Matagami Mining Camp adjacent to properties owned by Xstrada plc, the world's fifth largest diversified mining company by market capitalization~~Corp. ~~These~~is ~~strategic territories strengthen M45's presence in the Matagami Camp by adding~~ a ~~new~~public ~~series~~neuroscience ofmedical ~~high-grade~~diagnostic ~~potential mining~~enterprise ~~titles~~involved toin the ~~Company's existing "West Wind" territories. The Matagami~~ ~~Mining~~unique ~~Camp~~international isniche ~~a world-class mining district, composed~~ of 18clinical ~~known~~neuroscience ~~volcanogenic massive~~with ~~sulphide~~the ~~(VMS)~~emphasis ~~deposits.~~being ~~The area is host~~ to ~~historical production of~~ ~~8.6~~rapidly ~~billion~~develop ~~pounds of Zinc~~ and ~~853~~commercialize ~~million~~innovative ~~pounds of Copper~~ and ~~has~~competitive ~~established~~diagnostic ~~infrastructure~~products, ~~including~~with athe ~~railway,~~goal ~~paved~~of ~~road~~becoming ~~and~~ a ~~2,350~~world ~~t/day~~leader ~~mill~~in ~~owned~~this ~~by Falconbridge/Xstrada plc~~market.

~~As of~~Neuro-Biotech's ~~February~~vision ~~22,~~is ~~2010,~~to be the ~~Company~~first ~~has no full~~neuro-~~time~~pharmaceutical ~~employees.~~company ~~The~~to ~~President~~bring ~~and~~to market ~~Secretary-Treasurer~~analytical ~~have~~diagnostic ~~agreed~~products specifically designed to ~~allocate~~facilitate aearly diagnosis, ~~portion~~and ofmonitoring. ~~their~~This ~~time~~will ~~without~~allow follow-up treatments, through a ~~compensation~~targeted therapeutic approach to the ~~activities~~major ofpsycho-social environmental diseases related to the ~~Company~~neuro-psycho-endocrine and immune systems.

~~The Company had no revenues for the three and nine month periods ended December 31, 2009 and 2008. In 2008 the Company has hired an external geologist firm to conduct geologic reports NI~~Neuro-~~43-101 on its Matagami property for an~~Biotech ~~approximate cost of $90,000~~Corp. ~~The~~Business ~~Company~~aims ~~also~~are ~~incurred operation costs related~~ to: ~~completing~~develop ~~marketing material such as; Logo’s Web site, summaries~~ and ~~other corporate~~commercialize ~~presentation~~quantitative ~~material. In accordance with an expense sharing agreement~~diagnostic ~~entered~~blood ~~into~~tests onfor ~~April~~early 1diagnosis, ~~2007,~~monitoring ~~the Company pays rent, telephone, utilities,~~ and ~~other~~ ~~expenses~~follow-up for ~~operational support at~~ a ~~set~~large ~~price~~range of ~~$3,500 per month. Total~~ ~~expenses~~neuroscience ~~also include expenses incurred for legal fees, filing expenses, press releases, traveling expenses, representation costs, mailings, research costs,~~ and ~~various~~stress ~~operational~~related ~~costs.~~disorders ~~For~~in ~~the~~order ~~three~~to ~~and~~accommodate ~~nine month periods ended~~unsatisfied ~~December~~medical ~~31,~~needs; ~~2009~~develop ~~and~~its ~~2008,~~own ~~the~~extensive ~~Company~~portfolio ~~reported total expenses~~ of ~~$102,031~~ ~~and~~diagnostic ~~$91,513~~tests and natural ~~$154,818~~brain ~~and~~neuroceuticals; ~~$293,273, respectively. Two~~enter ~~majority~~into ~~control~~strategic ~~shareholders~~alliances ~~advance~~with ~~the Company~~large ~~funds~~distributors ~~needed~~in order to ~~pay~~accelerate ~~for~~its ~~the~~worldwide ~~expenses~~market ~~incurred~~penetration ~~during~~in ~~the three and nine month~~general ~~periods ended December 31~~and, ~~2009~~in ~~and~~particular ~~2008.~~some ~~These~~revenue ~~shareholders~~interesting ~~have~~niche ~~agreed to~~markets, by ~~continue~~initiating tosales ~~support~~through ~~operational~~its ~~costs~~own ~~until~~sales ~~the~~force; ~~Company~~and ~~can~~by ~~generate~~forming ~~revenues~~business ~~from~~partnerships ~~commercial~~with ~~operations~~private orlaboratory ~~funds~~networks ~~from~~on ~~financing~~a ~~activities~~worldwide basis.

Name Change

On February 11, 2010, the Company changed its name to Neuro-Biotech Corp. The Company’s office is located at Aeschenvorstadt 71, CH-4051 Basel, Switzerland.

On April 30, 2010, the Company’s Board of Directors approved a revision to the Company’s charter to increase the number of common shares available for issuance to an aggregate of 1,000,000,000 shares.

All other provisions of the charter remain unchanged. The Company subsequently approved a change in the par value of the Company’s common stock to $0.001 per share.

As of July 27, 2010, 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.

~~M45~~Neuro-Biotech ~~Mining Resources Inc~~Corp.

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010

Significant Accounting Policies

~~Cash~~Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and ~~cash~~interpretive releases of the SEC under ~~equivalents~~authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards.

~~The~~All other ~~Company~~non-grandfathered, ~~considers~~non-SEC ~~all~~accounting ~~highly~~literature ~~liquid~~not ~~investments~~included ~~with~~in ~~a maturity of three months~~the orCodification ~~less~~is ~~when purchased to be cash equivalents~~non-authoritative. The ~~Company~~FASB ~~holds~~will ~~cash~~not ~~and~~issue ~~cash equivalent~~new ~~balances~~standards in ~~a bank and other financial institutions. Balances in~~the ~~excess~~form of ~~FDIC~~Statements, ~~limitations~~FASB ~~may~~Positions ~~not~~or beEmerging ~~insured.~~Issue ~~There~~Task ~~are~~Force noAbstracts. Instead, ~~cash~~it ~~equivalents~~will ~~as of~~issue ~~December~~Accounting ~~31,~~Standards ~~2009~~Updates (“ASUs”).

~~Property~~The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and ~~equipment~~provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There are no cash equivalents as of June 30, 2010.

Property and equipment

Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements are capitalized, while maintenance and repairs that do not extend the lives of assets are expensed. Gain or loss, if any, on the disposition of fixed assets is recognized currently in operations. Depreciation is calculated primarily on a straight-line basis over estimated useful lives of the assets.

~~Research~~Website ~~and~~ development. costs

The costs of computer software developed or obtained for internal use, during the preliminary project phase, as defined under ASC Topic 350-40, “Internal-Use Software, ” will be expensed as incurred. The costs of website development during the planning stage, as defined under ASC 350-50, “Website Development Costs ”, will also be expensed as incurred.

Computer software, website development incurred during the application and infrastructure development stage, including external direct costs of materials and services consumed in developing the software and creating graphics and website content, will be capitalized and amortized over the estimated useful life, beginning when the software is ready for use and after all substantial testing is completed and the website is operational.

Research and development

Research and development costs principally represent consulting fees of the Company’s geologist and engineering professionals, material and payments to third parties for clinical trials and additional product development and testing. All research and development costs are charged to expense as incurred.

Exploration Stage Company

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

Capitalization of Mineral Claim Costs

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

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, such as useful lives of property and equipment, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Stock-based compensation.

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the income statement as an operating expense, based on their fair values. Stock-based compensation is included in general and administrative expenses for all periods presented.

~~M45~~NEURO-BIOTECH ~~MINING RESOURCES INC~~CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010

~~Fair~~Use ~~value~~ of ~~financial instruments.~~estimates

~~ASC Topic~~The ~~820,~~preparation ~~Fair~~of ~~Value~~financial ~~Measurements and~~statements ~~Disclosure~~in ~~("ASC~~conformity ~~820")~~with ~~establishes~~accounting ~~a new framework for measuring fair~~principles ~~value~~generally ~~and~~accepted ~~expands~~in ~~related~~the ~~disclosures.~~United ~~Broadly,~~States ~~ASC~~of ~~820~~America ~~framework~~ requires ~~fair value~~management to ~~be determined based on the exchange price that would be received for an~~make ~~asset~~estimates or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820 establishes a three-level valuation hierarchy based upon observable and ~~non-observable inputs. These tiers include: Level 1~~assumptions, ~~defined as observable inputs~~ such as ~~quoted~~useful ~~prices~~lives inof ~~active~~property ~~markets;~~and ~~Level 2~~equipment, ~~defined~~that asaffect ~~inputs~~the ~~other~~reported ~~than~~amounts ~~quoted~~of ~~prices~~assets inand ~~active~~liabilities ~~markets~~and ~~that~~disclosure ~~are either directly or~~of ~~indirectly~~contingent ~~observable;~~assets and ~~Level~~liabilities 3,at ~~defined~~the asdate ~~unobservable~~of ~~inputs~~the infinancial ~~which~~statements and ~~little~~the orreported noamounts ~~market~~of ~~data~~expenses ~~exists,~~during ~~therefore~~the ~~requiring~~reporting anperiod. ~~entity~~Actual toresults could ~~develop~~differ ~~its own~~from ~~assumptions~~those estimates.

~~Long~~Stock-~~lived~~based ~~assets.~~compensation

InThe ~~accordance~~Company ~~with~~follows ASC Topic ~~360-10 (formerly SFAS No. 144~~718, ~~Accounting~~“Share ~~for~~Based ~~the~~Payment” ~~Impairment or~~which ~~Disposal~~requires ofall ~~Long~~share-~~Lived~~based ~~Assets)~~payments, ~~the~~including ~~Company~~grants ~~reviews the carrying values~~ of ~~its~~stock ~~long-lived assets~~options, ~~including~~to ~~long-term investments, for possible~~be ~~impairment~~recognized ~~whenever events or changes~~ in ~~circumstances~~the ~~indicate~~income ~~that~~statement ~~the carrying~~as ~~amounts~~an ofoperating ~~the~~expense, ~~assets~~based ~~may~~on ~~not~~their ~~be recoverable~~fair values. ~~Any long~~Stock-~~lived~~based ~~assets held~~compensation ~~for~~is ~~disposal~~included ~~are~~in ~~reported~~general atand ~~the lower of their carrying amounts or fair~~administrative ~~value~~expenses ~~less~~for ~~costs~~all toperiods ~~sell~~presented.

~~Income~~Fair value ~~taxes.~~of financial instruments

The Company follows ~~the liability method of accounting for income taxes in accordance with FASB~~ ASC ~~740~~820, ~~Income Taxes, (~~“~~ASC~~Fair Value ~~740~~Measurements”~~), formerly~~ ~~SFAS~~which ~~No. 109~~defines fair value, ~~Accounting~~establishes ~~for~~a ~~Income~~framework ~~Taxes.~~for ~~Deferred~~measuring ~~tax~~fair ~~assets~~value and ~~liabilities~~requires ~~are~~additional ~~recognized~~disclosures ~~for~~about ~~the~~fair ~~future tax~~value ~~consequences~~measurements. ~~attributable~~The ~~to differences between the financial statement~~ carrying amounts of ~~existing~~cash ~~assets~~ and ~~liabilities~~cash ~~and~~equivalents, ~~their respective tax~~accounts ~~bases and operating loss and tax credit carry forwards~~payable, ~~if any. Deferred tax assets~~ and ~~liabilities~~accrued ~~are~~expenses ~~measured~~approximate ~~using~~fair ~~enacted~~value ~~tax~~based ~~rates~~on ~~expected~~their ~~to apply to~~short-term ~~taxable~~maturity. ~~income~~Stockholder inloans ~~the years in which those temporary differences~~ are ~~expected~~carried ~~to be~~at ~~recovered or settled~~cost. ~~The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.~~

~~The~~Intangible ~~Company’s policy is to record a valuation allowance against deferred tax~~ assets, when the deferred tax asset is not recoverable. The Company considers estimated future taxable income or loss and other available evidence when assessing the need for its deferred tax valuation allowance.

~~Comprehensive~~Goodwill and ~~income~~other intangible assets are accounted for in accordance with the FASB of ASC ~~(loss)~~350, “Goodwill and Other Intangible Assets.” Under ASC 350, goodwill, including any goodwill included in the carrying value of investments accounted for using the equity method of accounting, and certain other intangible assets deemed to have indefinite useful lives are not amortized. Rather, goodwill and such indefinite-lived intangible assets are assessed for impairment at least annually based on comparisons of their respective fair values to their carrying values.

~~FASB ASC~~Impairment ~~220-10 (formerly known as SFAS No. 130, Reporting Comprehensive Income (Loss), requires companies to classify items~~ of ~~other~~long ~~comprehensive income~~lived (loss) in a financial statement. Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive net loss is equal to its net loss for all periods presented.assets

~~Foreign~~Finite-lived ~~Currency~~intangible ~~Translation~~assets are amortized over their respective useful lives and, along with other long-lived assets, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

~~The~~In ~~Company's~~evaluating ~~functional~~long-lived ~~currency~~assets isfor ~~the~~recoverability, ~~Canadian~~including ~~dollar.~~finite-lived intangibles ~~Foreign~~and ~~currency transactions~~property ~~occasionally~~and ~~occur~~equipment, ~~and~~the ~~are~~Company ~~primarily~~uses ~~undertaken~~its inbest ~~Canadian~~estimate of ~~dollars.~~future ~~The~~cash ~~Company~~flows ~~translates~~expected ~~foreign~~to ~~currency~~result ~~transactions~~from ~~and~~the ~~balances~~use ~~to its~~of ~~reporting~~the ~~currency,~~asset ~~United~~and ~~States~~eventual disposition ~~Dollars,~~ in accordance with ASC ~~830, Foreign Currency Matters (formerly SFAS No~~360. ~~52,~~To ~~Foreign~~the ~~Currency Translation). Monetary~~extent ~~balance~~that ~~sheet~~estimated ~~items denominated in~~future ~~foreign~~undiscounted ~~currencies~~net ~~are~~cash ~~translated~~flows ~~into~~attributable ~~Canadian~~to ~~dollars~~the atasset ~~rates~~are ofless ~~exchange~~than inthe carrying ~~effect~~amount, atan ~~the~~impairment ~~balance~~loss ~~sheet~~is ~~date.~~recognized ~~Daily~~in ~~closing~~an ~~rates~~amount ~~are~~equal ~~used~~ to ~~translate~~the difference ~~revenues~~between ~~and~~the ~~expenses~~carrying ~~into~~value ~~Canadian dollars at rates~~ of ~~exchange~~such inasset ~~effect~~and onits ~~a specific~~fair ~~date~~value. ~~Resulting~~Assets ~~translation gains and losses are charged~~ to ~~operations.~~be ~~The~~disposed ~~Company has not, to the date~~ of ~~these~~and ~~financial~~for ~~statements,~~which ~~entered~~there ~~into derivative~~is ~~instruments~~a tocommitted ~~offset~~plan ~~the impact~~ of ~~foreign~~disposal, ~~currency~~whether ~~fluctuations.~~through ~~Transactions~~sale inor ~~foreign~~abandonment, ~~currency~~ are ~~translated~~reported ~~into United States dollars as follows: (i) Monetary items~~ at the ~~rate~~lower ~~prevailing~~of atcarrying ~~the~~value ~~balance~~or ~~sheet~~fair ~~date;~~value ~~(ii)~~less ~~non-monetary~~costs ~~items~~to ~~at the historical exchange rate; and (iii) revenue and expenses that are monetary items are valued at the average rate in effect during the applicable accounting period~~sell.

Long-lived assets, which include property, plant and equipment and the licenses, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. On April 30, 2010, it was determined that the licenses did not have a value greater than par value and Management recorded an impairment charge of $51,660,000 to bring the value of the licenses to $615,000 from the recorded fair value of $0.085 per hare that the 615,000,000 shares of common stock were issued to acquire the licenses.

~~M45~~NEURO-BIOTECH ~~MINING RESOURCES INC~~CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010

~~Interest~~Income ~~Rate Risk.~~taxes

The Company isfollows ~~exposed~~the liability method of accounting for income taxes in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”), formerly SFAS No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to ~~fluctuating~~differences ~~interest~~between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

~~Basic~~The Company’s policy is to record a valuation allowance against deferred tax assets, when the deferred tax asset is not recoverable. The Company considers estimated future taxable income or loss and ~~Diluted~~other ~~Net~~available ~~Income~~evidence ~~(Loss)~~when ~~Per~~assessing the ~~Share~~need for its deferred tax valuation allowance.

~~We compute~~Uncertainty basic earnings per share (“basic EPS”) by dividing net income (loss) by the weighted average number of common shares outstanding for the reporting period; diluted earnings per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding. The Company had no potential common stock instruments which would result in ~~a diluted loss per share.~~Income Taxes

~~Development Stage~~The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2009, and they evaluate their tax positions on an annual basis, and has determined that as of June 30, 2010, no additional accrual for income taxes other than the federal and state provisions and related interest and estimated penalty accruals is not considered necessary.

~~The Company~~Comprehensive ~~currently has no revenues and is considered to be a development stage~~income ~~company under the provision of FASB ASC 915~~ (~~formerly SFAS No. 7, Accounting and reporting by Development Stage Enterprises~~loss).

~~Reclassifications~~The Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No. 130). ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.

~~Certain~~Comprehensive ~~amounts~~income ~~reported~~is ina ~~the~~more ~~previous~~inclusive ~~year’s~~financial ~~consolidated~~reporting ~~financial~~methodology ~~statements~~that ~~have~~includes ~~been~~disclosure ~~reclassified~~of toinformation ~~conform~~that tohistorically has not been recognized in the calculation ~~current~~of ~~period’s~~net ~~presentation~~income.

~~Revenue~~Foreign ~~Recognition.~~Currency Translation

The Company's functional currency is the United States dollar. In those instances where the Company has foreign currency transactions, the financial statements are translated to U.S. dollars in accordance with ~~the~~Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic ~~605~~830, ~~Revenue~~“Foreign ~~Recognition,~~Currency Maters.” Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses ~~Company~~arising ~~recognizes~~on ~~revenue~~translation ~~when~~or ~~persuasive~~settlement ~~evidence~~of foreign currency denominated transactions or balances are included in the determination of annet ~~arrangement~~income. ~~exists,~~The ~~delivery~~Company has ~~occurred,~~not entered into derivative instruments to offset the ~~sales~~impact ~~price~~of foreign iscurrency ~~fixed~~fluctuations. The Company has had nominal translation or transaction ~~determinable,~~gains ~~and~~or losses of substance to reflect during the periods ended ~~collectability~~June is30, ~~reasonably~~2010 ~~assured~~and 2009.

Recent Accounting Pronouncements

In April 2009, the FASB issued FASB ASC Topic 158-320-05 and 320-10-05, Recognition and Presentation of Other-Than-Temporary Impairments (FASB Staff Position, or FSP, No. FAS 115-2 and FAS 124-2), to amend the other-than-temporary impairment guidance in debt securities to be based on intent to sell instead of ability to hold the security and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This pronouncement is effective for periods ending after June 15, 2009. We adopted this standard effective July 1, 2009, and it did not have a material impact on our financial position and results of operations.

In April 2009, the FASB issued FASB ASC Topic 820-10-05, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4). FASB ASC Topic 820-10-05 provides additional authoritative guidance to assist both issuers and users of financial statements in determining whether a market is active or inactive, and whether a transaction is distressed. This pronouncement is effective for periods ending after June 15, 2009. We adopted this standard effective July 1, 2009, and it did not have a material impact on our financial position and results of operations.

In April 2009, the FASB issued FASB ASC Topic 270-10-05, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1). FASB ASC Topic 270-10-05 enhances consistency in financial reporting by increasing the frequency of fair value disclosures. This guidance relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. Before this guidance was adopted, fair values for these assets and liabilities were disclosed only once a year. The guidance now requires these disclosures to be made on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value. This pronouncement is effective for periods ending after June 15, 2009. We adopted this standard effective July 1, 2009, and it did not have a material impact on our financial position and results of operations.

~~M45~~NEURO-BIOTECH ~~MINING RESOURCES INC~~CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010

~~Recent~~Basic ~~Accounting~~and ~~Pronouncements~~Diluted Net Income (~~continued~~Loss) Per Share

~~In April~~The ~~2009,~~Company ~~the~~computes ~~FASB~~net ~~issued~~income ~~FASB~~(loss) ~~ASC~~per ~~Topic~~share ~~805-10-10, Accounting for Assets Acquired and Liabilities Assumed~~ in aaccordance ~~Business~~with ~~Combination~~ASC ~~That~~Topic ~~Arise from~~260, ~~Contingencies~~“Earnings ~~(SFAS~~per ~~141(R)-1), to amend the provisions related to the~~Share” ~~initial~~which ~~recognition~~requires ~~and~~dual ~~measurement,~~presentation ~~subsequent~~of ~~measurement~~both ~~and~~basic ~~disclosure of assets~~ and ~~liabilities~~diluted ~~arising~~earnings ~~from~~per ~~contingencies in a business combination~~share ~~under~~(EPS) ~~FASB~~on ~~ASC~~the ~~Topic~~face ~~805-10-10,~~of ~~Business~~the ~~Combinations~~income ~~(SFAS 141(R))~~statement. ~~Under~~ ~~this~~Basic ~~guidance,~~EPS ~~assets~~is ~~acquired~~computed ~~and~~by ~~liabilities~~dividing ~~assumed~~net inincome a(loss) ~~business~~attributable ~~combination~~to ~~that~~common ~~arise~~stockholders ~~from~~(numerator) ~~contingencies~~by ~~should~~the ~~be recognized at~~weighted ~~fair~~average ~~value~~number onof ~~the~~common ~~acquisition~~shares ~~date~~outstanding if(denominator) ~~fair value can be determined~~ during the ~~measurement~~ period. If ~~fair value cannot be determined, companies~~The ~~should~~Company ~~typically~~had ~~account~~no ~~for~~potential ~~the~~common ~~acquired~~stock ~~contingencies~~instruments ~~using~~which ~~existing guidance. We~~would doresult ~~not~~in ~~believe adoption of FASB ASC Topic 805-10-10 will~~a ~~have~~diluted aloss ~~material~~per ~~impact on our consolidated financial statements~~share.

InDevelopment ~~May~~Stage 2009, the FASB issued FASB ASC Topic 855-10-05, Subsequent Events (SFAS 165). This standard is intended to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. FASB ASC Topic 855-10-05 is effective for fiscal years and interim periods ending after June 15, 2009. We adopted this standard effective July 1, 2009 and have evaluated any subsequent events through the date of this filing. We do not believe there are any material subsequent events that would require further disclosureEnterprise

OnThe ~~September 1, 2009, the~~ Company ~~adopted~~currently ~~the~~has ~~accounting~~no ~~pronouncement~~revenues ~~on noncontrolling~~and ~~interests~~is inconsidered ~~consolidated~~to ~~financial~~be ~~statements~~a ~~(ASC~~development ~~Topic~~stage ~~810). This~~company ~~pronouncement~~under ~~requires that noncontrolling (or minority) interests in subsidiaries be reported in~~ the ~~equity~~provisions ~~section~~ of aASC ~~company’s balance~~Topic ~~sheet~~915, ~~rather~~"Development ~~than~~Stage Entities." The inCompany ahas ~~mezzanine~~devoted ~~section~~substantially all of ~~the~~its ~~balance sheet between~~efforts ~~liabilities~~to ~~and~~business ~~equity~~planning, and ~~changes~~development. ~~the~~Additionally, ~~manner in which~~ the ~~net~~Company ~~income~~has ofallocated ~~the~~a ~~subsidiary~~substantial isportion ~~reported~~of ~~and~~its ~~disclosed~~time ~~in the controlling company’s income statement~~ and ~~establishes~~investment ~~guidelines for accounting for changes~~ in ~~ownership percentages~~bringing ~~and~~its ~~for~~product ~~deconsolidation. This pronouncement required retrospective application~~ to ~~all prior periods presented. The adoption of~~ the market, ~~Codification~~and ~~had no impact on~~ the ~~Company’s~~raising ~~financial condition, results~~ of ~~operations~~ ~~or cash flows~~capital.

On September 1, 2009, the Company adopted the revised accounting pronouncement relating to business combinations (ASC Topic 805), including assets acquired and liabilities assumed arising from contingencies. This pronouncement requires the use of the acquisition method of accounting, defines the acquirer, establishes the acquisition date, and applies to all transactions and other events in which one entity obtains control over one or more other businesses. This pronouncement also amends the accounting and disclosure requirements for assets and liabilities in a business combination that arise from contingencies. In addition, with the adoption of this pronouncement, changes to valuation allowances for deferred income tax assets and adjustments to unrecognized tax benefits generally are to be recognized as adjustments to income tax expense rather than goodwill. This adoption had no impact on the Company’s financial condition, results of operations or cash flows. Reclassifications

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

Recent Accounting Pronouncements

In December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17, “Consolidations (FASB ASC Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which codifies FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. ASU 2009-17also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which of the provisions of ASU 2009-15 may have on the Company’s financial statements.

~~M45~~NEURO-BIOTECH ~~MINING RESOURCES INC~~CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010

Recent Accounting Pronouncements (~~continued~~Continued)

In May ~~June~~ 2009, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Statement~~ ofauthoritative ~~Financial~~guidance ~~Accounting~~for ~~Standards~~subsequent ~~(“SFAS”) No. 168~~events, ~~The~~now ~~FASB Accounting Standards~~codified ~~Codification~~as (“FASB ASC”) ~~and~~Topic ~~the~~855, ~~Hierarchy~~“Subsequent ofEvents,” ~~Generally~~which ~~Accepted~~establishes ~~Accounting~~general ~~Principles~~standards ~~— a replacement~~ of ~~FASB~~accounting ~~Statement~~for ~~No. 162 (the~~and ~~“Codification”)~~disclosures ~~(ASC~~of ~~Topic~~events ~~105). The Codification reorganized~~that ~~existing~~occur ~~U.S.~~after ~~accounting~~the ~~and~~balance ~~reporting~~sheet ~~standards~~date ~~issued~~but bybefore the ~~FASB~~financial ~~and~~statements ~~other~~are ~~related~~issued ~~private~~or ~~sector~~are ~~standard~~available ~~setters~~to ~~into~~be aissued. ~~single~~The ~~source~~guidance ofsets ~~authoritative accounting~~forth ~~principles~~the ~~arranged by topic. The Codification supersedes all~~circumstances ~~existing~~under ~~U.S.~~which ~~accounting~~an ~~standards;~~entity ~~all~~should ~~other~~recognize ~~accounting~~events ~~literature~~or ~~not~~transactions ~~included in~~occurring after the ~~Codification~~balance ~~(other~~sheet ~~than~~date ~~SEC~~in ~~guidance~~its ~~for~~financial ~~publicly-traded companies) is considered non-authoritative~~statements. The ~~Codification~~guidance ~~was~~also ~~effective on a~~requires ~~prospective~~the ~~basis~~disclosure ~~for interim and annual reporting periods ending after September 15, 2009. As a result~~ of the ~~adoption~~date ofthrough ~~this pronouncement,~~which ~~Quarterly~~an ~~Reports~~entity onhas ~~Form 10-Q~~evaluated ~~for all quarters ending after~~subsequent ~~December~~events ~~31, 2009~~ and ~~all~~whether ~~subsequent~~this ~~public~~date ~~filings~~represents ~~will reference~~ the ~~Codification~~ asdate the ~~sole~~financial ~~source~~statements ~~of authoritative literature. Accordingly,~~were ~~all~~issued ~~accounting~~or ~~references~~were ~~will~~available to be ~~updated~~issued. ~~and~~The ~~SFAS~~Company ~~references~~adopted ~~will~~this ~~be replaced~~guidance ~~with~~effective ~~ASC~~October ~~references~~1, as2009 ifwith ~~the~~no ~~SFAS~~significant ~~has~~impact ~~been~~on ~~adopted~~the ~~into~~Company’s ~~the~~financial ~~Codification. We~~statements door ~~not~~related ~~expect~~footnotes. ~~the~~The ~~adoption~~Company ofhas ~~the~~evaluated ~~adoption~~subsequent ofevents ~~the~~through ~~Codification~~August to20, ~~have~~2010, athe ~~material~~date ~~impact on~~ the ~~Company’s~~ financial ~~condition, results~~statements ~~of operations, or cash flows~~were issued.

In April 2009, the FASB provided additional guidance for estimating fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” when the volume and level of activity for the asset or liability have significantly decreased. This additional guidance re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept and clarifies and includes additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or liability. This guidance also provides additional clarification on estimating fair value when the market activity for an asset or liability has declined significantly. The scope of this guidance does not include assets and liabilities measured under quoted prices in active markets. This guidance is applied prospectively to all fair value measurements where appropriate and will be effective for interim and annual periods ending after June 15, 2009. The adoption of the provisions of this guidance did not have any material impact on the Company’s financial statements.

In August 2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” to provide guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. The Company adopted the guidance effective October 1, 2009, and there was no material impact on the Company’s financial statements or related footnotes.

ASC Topic 350, "Intangibles—Goodwill and Other" amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of this guidance did not impact the Company’s financial statements.

NEURO-BIOTECH CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2010

Recent Accounting Pronouncements (Continued)

On October 1, 2009, The Company adopted FASB ASC Topic 805 (ASC 805), “Business Combinations,” which generally requires an acquirer to recognize the identifiable assets acquired, liabilities assumed, contingent purchase consideration and any noncontrolling interest in the acquiree at fair value on the date of acquisition. It also requires an acquirer to recognize as expense most transaction and restructuring costs as incurred, rather than include such items in the cost of the acquired entity. For the Company, ASC 805 applies prospectively to business combinations for which the acquisition date is on or after October 1, 2009. The adoption of ASC 805 did not have a material impact on the Company’s financial statements.

In April 2009, FASB issued FSP FAS 107-1 and APB 28-1, now codified in FASB ASC Topic 825-10-65, “Interim Disclosures about Fair Value of Financial Instruments,” which amends U.S. GAAP to require entities to disclose the fair value of financial instruments in all interim financial statements. The additional requirements of this guidance also require disclosure of the method(s) and significant assumptions used to estimate the fair value of those financial instruments. Previously, these disclosures were required only in annual financial statements. The additional requirements of this guidance are effective for interim reporting periods ending after June 15, 2009. The adoption of the additional requirements did not have any financial impact on the Company’s financial statements.

In January 2010, the FASB issued Accounting Standards Update 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements” (ASU 2010-06), to require new disclosures related to transfers into and out of Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements. The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption of the additional requirements is not expected to have any financial impact on the Company’s financial statements

Other ASU’s that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

NOTE 2: 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 $ 757,~~143~~343,~~623~~896 from inception to ~~December~~June 3130, ~~2009~~2010. ~~and~~The Company does not have any cash and relies on ~~significant~~notes payable at this point for cash orflow. ~~other~~In ~~material~~addition, the Company used its common stock to acquire 16 licenses that will be utilized to operate their new business. The value of the licenses has been significantly impaired, and represents approximately 90% of the Company’s assets at June 30, ~~nor~~2010. In addition, the Company does itnot 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 either individually or through the securing of additional notes to meet any costs and expenses incurred. Management realizes that this situation may continue until the Company obtains additional working capital through equity financing.

NEURO-BIOTECH CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2010

NOTE 3: PROPERTY AND EQUIPMENT

Machinery and equipment consist of the following:

	December 31,		March 31,		Estimated
	June 30,
	2009		2009		Useful Lives
	2010 (unaudited)		March 31, 2010		Estimated Useful Lives
Furniture and equipment	$	108,743	$	~~101~~110,~~243~~789	3 - 5 years
Leasehold improvements		13,329		13,329	3 years
		122,072		~~114~~124,~~572~~118
Less accumulated depreciation		5465,~~910~~754		3962,~~298~~363
Property and equipment, net	$	6756,~~162~~318	$	7561,~~274~~755

Depreciation of fixed assets utilized in research and development activities is included in research and development expense. All other depreciation is included in general and administrative expense. Depreciation expense for the ~~quarter~~three months ended ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009 was $5,~~698~~437, and $155,~~823~~062, respectively.

NOTE 4: ~~PAYABLE~~ ~~DUE~~WEBSITE TODEVELOPMENT ~~RELATED PARTIES~~COSTS

AtWebsite ~~December~~development ~~31,~~costs ~~2009,~~consist ~~the Company was indebted to multiple shareholders~~ of the ~~Company~~ ~~for $301,279. The notes bear interest at 6 % per annum.~~following:

	June 30,				Estimated
	2010 (unaudited)		March 31, 2010		Useful Lives

Web development cost	$	16,156	$	16,156	3 years
		16,156		16,156
Less accumulated amortization		2,904		1,557

Web development cost, net	$	13,252	$	14,599

~~M45~~Amortization ~~MINING~~of ~~RESOURCES~~Web ~~INC~~development cost utilized in research and development activities is included in research and development expense. All other amortization is included in general and administrative expense. Amortization expense for the three months ended June 30, 2010 and 2009 was $1,346 and $0, respectively.

NEURO-BIOTECH CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010

NOTE 5~~: COMMON~~ ~~STOCK~~– INTANGIBLE ASSETS

The Company's ~~has~~intangible ~~authorized~~assets ~~capital~~are ~~stock~~defined as non-monetary long-term assets which have no physical substance and are held for the production of 55goods and provision of services,~~000~~ lease,~~000~~ ~~shares~~operation ofor ~~common~~management. ~~stock~~They ~~with~~are amainly ~~par~~intellectual ~~value~~property ofrights $assets, including trademarks, certificates and manufacture license, design patents.~~001~~ Intangible assets are stated at actual cost of acquisition, and are amortized over 25 years according to the beneficiaries of ~~which~~the 54contract period. On April 30,~~008~~ 2010,~~386~~ ~~shares~~it ~~were~~was ~~issued~~determined that the licenses did not have a value greater than par value and ~~outstanding~~Management asrecorded ofan ~~February~~impairment ~~15,~~charge ~~2010.~~of ~~The~~$51,660,000 ~~Company's~~to ~~common~~bring ~~stock~~the ~~commenced~~value ~~trading~~of onthe ~~January~~licenses 27to $615,000 ~~1999~~from on the ~~OTC~~recorded ~~Bulletin~~fair ~~Board~~value ~~(OTCBB)~~of ~~operated~~$0.085 byper hare that the ~~National~~615,000,000 ~~Association~~shares of ~~Securities~~common ~~Dealers,~~stock ~~Inc.,~~were ~~under~~issued ~~the~~to ~~symbol~~acquire ~~"MRES~~the licenses."

~~NOTE~~License fees 6:consists ~~BASIC~~of ~~AND~~the ~~DILUTED NET LOSS PER SHARE~~following:

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon exercise of stock options and warrants. In computing diluted net loss per share for the three months ended December 31, 2009 and 2008, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and warrants is anti-dilutive.

	June 30,				Estimated
	2010 (unaudited)		March 31, 2010		Useful Lives

License fees	$	615,000	$	-	25 years
		615,000		-
Less accumulated amortization		4,100		-

Intangible asset, net	$	610,900	$	-

~~NOTE~~Amortization of 7:the ~~COMMITMENTS~~intangible ~~AND~~assets for the three months ended June 30, 2010 and 2009 was ~~CONTINGENCIES~~$4,100and $0, respectively.

~~The~~NOTE ~~Company~~6: NOTES isPAYABLE ~~obligated~~– ~~under~~RELATED various operating lease agreements for office space. Generally, the lease agreements require the payment of base rent plus escalations for increases in building operating costs and real estate taxes. Rental expense under operating leases totaled $9,500 and $10,500 for the three months ended December 31, 2009 and 2008, respectively.PARTY

~~NOTE~~At 8:June 30, ~~INCOME~~2010, the Company was indebted to Northern Carrabean Stars, Inc., a ~~TAXES~~shareholder of the Company for $433,128 plus accrued interest of $22,217. The note bears interest at 6 % per annum and is payable on demand. The note was for cash flow purposes for the Company. Squib & Waves Research Inc. and Northern Carrabean Star Inc. have agreed to invest the sum of $2,000,000 in the Company within fifteen (15) months from the date of April 30, 2010, as a direct and proximate result of the above-styled license agreements. Northern Carrabean Stars, Inc. acquired the debt from a former executive upon the acquisition of the licenses by the Company.

~~Income taxes~~NOTE ~~are accounted for under the asset and liability method in accordance with FASB ASC 740, Income Taxes, (“ASC 740”), formerly SFAS No.~~7: ~~109,~~NOTES ~~Accounting~~PAYABLE ~~for~~– ~~Income Taxes.~~NON-RELATED Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.PARTIES

The Company ~~accounts~~and ~~for~~former ~~uncertainties~~debt inholders ~~income~~entered ~~taxes~~into ~~pursuant~~notes topayable ~~ASC~~in ~~740,~~the ~~formerly~~amount ~~FASB Financial Interpretation No. 48~~$1,125,913. ~~Accounting~~The ~~for~~amount ~~Uncertainty~~was inoriginally ~~Income Taxes-an~~due ~~interpretation~~the ofdebt ~~SFAS~~holders ~~No. 109,~~prior ~~which~~to ~~clarifies~~a ~~the~~conversion ~~accounting~~of ~~for~~this ~~uncertainty~~debt ininto ~~income~~shares ~~taxes~~of ~~recognized~~common ~~in the financial statements~~stock. The ~~Company~~common ~~recognizes~~stock ~~tax~~was ~~liabilities~~returned ~~for uncertain income tax positions (“unrecognized tax benefits”) pursuant~~ to ~~ASC 740 , where an evaluation has indicated that it is more likely than not that~~ the ~~tax positions~~ ~~will~~Company ~~not~~and becancelled ~~sustained~~in onJune ~~an audit~~2010. The Company ~~estimates~~and the ~~unrecognized~~debt ~~tax benefits~~holders asagreed ~~the largest amount that is more than 50% likely~~ to ~~be realized upon~~ ~~ultimate~~new ~~settlement.~~terms ~~The~~for ~~Company~~the ~~reevaluates~~repayment ~~these~~of ~~uncertain~~the ~~tax positions on a quarterly basis or when new information becomes available to management~~debt. The ~~reevaluations~~ ~~are~~notes ~~based~~all onentered ~~many~~into ~~factors,~~on ~~including~~June ~~but not limited to~~8, ~~changes~~ ~~in facts or circumstances~~2010, ~~changes~~are infor ~~tax~~a ~~law,~~period ~~successfully settled issues under audit, expirations due to statutes~~ of ~~limitations,~~one-year and ~~new federal or state audit activity. The Company also recognizes~~ accrued interest ~~and~~at ~~penalties related~~12% toper ~~these~~year. Interest ~~unrecognized~~expense ~~tax~~for ~~benefits which are included in~~ the ~~provision for~~three ~~income~~months ~~taxes~~ended inJune ~~the~~30, ~~Condensed~~2010 ~~Consolidated~~and ~~Statement~~accrued ofas ~~Income. As~~ of ~~December~~ 31June 30, ~~2009,~~2010 ~~the~~on ~~Company~~these ~~has~~notes ~~not~~is ~~recognized any adjustment for uncertain tax provisions~~$8,514.

Included in the Company’s net deferred tax assets are approximately $2.4 million of potential future tax benefits from prior unused tax losses. Realization of these tax assets depends on sufficient future taxable income before the benefits expire. It is not certain that the Company will have sufficient future taxable income to utilize the loss carryforward benefits before they expire. Therefore, an allowance has been provided for the full amount of the net deferred tax asset.14

12NEURO-BIOTECH CORP..

M45 MINING RESOURCES INC.

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2009~~2010

NOTE 8: COMMON STOCK

The Company has authorized capital stock of 1,000,000,000 shares of common stock with a par value of $.001, of which 662,807,500 shares were issued and outstanding as of June 30, 2010. 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."

During the three months ended June 30, 2010, the Company issued 615,000,000 shares of common stock at the then current market value of $52,275,000. The Company’s management determined that the licenses that were acquired for the shares of common stock had a fair value of $615,000 (par). The resulting impairment charge of $51,660,000 was recorded at the time of the transaction.

The Company also issued 15,000,000 shares of common stock for services rendered at a value of $525,000 ($0.035) to a former executive, which is based on the value of the stock on the day it was issued. In addition, the Company cancelled 13,154,296 shares of common stock that were initially issued as conversion of a note payable, that have been returned by the recipients and agreed to by the Company to reinstate the terms of the note payable and adjust the dates (see Note 7). Another 7,159,090 shares of common stock were acquired as treasury stock under the cost method for the acquisition of mining claims previously expensed by the Company in 2007 and 2008. These treasury shares were subsequently cancelled and returned to treasury. The value of the mineral rights was $2,156,486 and is reflected in the statement of operations as an expense that reduced the mining claims acquisition ocsts in the development stage columns to $0. The Company received the shares back from the mining claim company as the business of the Company changed and they no longer wish to pursue this business.

As of March 31, 2010 the Company had authorized to issue 55,000,000 shares of $.001 par value common stock and the Company’s board of directors approved the increase in the authorized shares to 1,000,000,000.

Included in the March 2009 a total of 8,895,000 shares were issued to vendors for invoices due, and 550,000 shares issued to the officers and directors of the company for services rendered. In addition, included in the March 2009 a total 8,164,356 shares were issued to convert a note payable.

NOTE 9: BASIC AND DILUTED NET LOSS PER SHARE

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares would consist of incremental shares issuable upon exercise of stock options and warrants. In computing diluted net loss per share for the three months ended June 30, 2010 and 2009, there are no common stock equivalents.

NOTE 10: COMMITMENTS AND CONTINGENCIES

The Company is obligated under various operating lease agreements for office space. Generally, the lease agreements require the payment of base rent plus escalations for increases in building operating costs and real estate taxes. Rental expense under operating leases totaled $0 and $10,500 for the three months ended June 30, 2010 and 2009, respectively.

Squib & Waves Research Inc. and Northern Carrabean Star Inc. have agreed to invest the sum of $2,000,000 in the Company within fifteen (15) months from the date of April 30, 2010, as a direct and proximate result of the above-styled license agreements.

NEURO-BIOTECH CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2010

NOTE 11: INCOME TAXES

Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”), formerly SFAS No. 109, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Included in the Company’s net deferred tax assets are approximately $1.9 million of potential future tax benefits from prior unused tax losses. Realization of these tax assets depends on sufficient future taxable income before the benefits expire. It is not certain that the Company will have sufficient future taxable income to utilize the loss carryforward benefits before they expire. Therefore, an allowance has been provided for the full amount of the net deferred tax asset.

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:

	June 30,
	2010			2009
Income tax provision at the federal statutory rate		34	%		34	%
Effect of operating losses		-34	%		-34	%
		0	%		0	%

Net deferred tax assets consist of the following:

	June 30, 2010

Gross deferred tax asset	$	1,932,525
Valuation allowance		(1,932,525	)

Net deferred tax asset	$	-

At June 30, 2010, the Company has net operating loss (NOL carry forwards totalling approximately $5,683,896. The carry forwards begin to expire in the fiscal year 2030. Deferred tax assets have been reduced by a valuation allowance because of uncertainties as to future recognition of taxable income to assure realization.

NEURO-BIOTECH CORP..

(A Development Stage Company)

(formerly M45 Mining Resources Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2010

NOTE 12—SUBSEQUENT EVENTS

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

On July 15, 2010 the Company signed a lease agreement for the office relocated in Basel, Switzerland.

ITEM 2.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to: 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

The following discussion of our financial condition and results of our operations should be read in conjunction with the Financial Statements and Notes attached thereto. Our current fiscal year ends March 31, 2010.

RISK FACTORS

Our auditor has raised a concern regarding our ability to continue as a going concern. ~~M45~~Neuro-Biotech is in the development stage and we have not ~~generated~~ generated revenues since inception. We continue to incur operating expenses, legal and accounting expenses, consulting fees, and marketing expenses. These factors raise substantial doubt about our ability to continue as a going concern.

M45 MINING RESOURCES INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2009

BUSINESS OVERVIEW

Business of Issuer

~~M45~~Neuro-Biotech ~~Mining Resources Inc~~Corp.'’s, new strategy is focused on building shareholder value ~~through~~ ~~the~~though ~~exploration and development of mineral claims, particularly in~~ the ~~Matagami~~removal ~~Mining~~of ~~Camp located in Quebec, Canada. The Matagami Mining Camp is known for~~ its ~~zinc-rich~~mining ~~massive~~business ~~sulphide~~and ~~deposits. Initial exploratory work in the Camp can be traced back~~ to ~~the~~focus ~~1930's~~toward ~~with Noranda's activities in~~ the ~~region.~~ ~~Ten~~realm of ~~the eighteen deposits discovered to date have been mined and have~~ ~~produced a total of 3~~neuroscience.~~9 Mt zinc and 0.4 Mt copper.~~

~~M45~~Neuro-Biotech ~~Management~~Corp. ~~believes~~is ~~that~~a ~~there~~public ~~are~~neuroscience ~~likely~~medical ~~one~~diagnostic orenterprise ~~more~~involved ~~deposits~~in ~~situated within~~ the unique ~~limits~~international niche of clinical neuroscience with the ~~Claims~~emphasis ~~due~~being to rapidly ~~the~~develop ~~fact~~and ~~that~~commercialize innovative and competitive diagnostic products, with the ~~property~~goal isof ~~located~~becoming ~~near~~a ~~past producers~~world ~~and~~leader ~~existing~~in ~~deposits~~this market.

~~The~~Neuro-Biotech's ~~mining~~vision ~~titles~~is ~~are~~to ~~situated~~be on the ~~east~~first ~~side~~neuro-pharmaceutical ofcompanies ~~Matagami~~to ~~Mining~~bring ~~Camp adjacent~~ to ~~properties~~ ~~owned by Xstrata plc, the world's fifth largest diversified mining company by~~ market ~~capitalization. These strategic territories strengthen M45's~~ ~~presence~~analytical indiagnostic ~~the~~products ~~Matagami~~specifically ~~Camp~~designed byto ~~adding~~facilitate ~~a new series of high-grade potential~~early ~~mining~~diagnosis, ~~titles~~and ~~to the Company's existing "West Wind" territories~~monitoring. ~~The~~This ~~Matagami Mining~~will ~~Camp~~allow ~~is a world~~follow-~~class~~up ~~mining district~~treatments, ~~composed~~through ~~of 18 known volcanogenic~~a ~~massive~~targeted ~~sulphide~~therapeutic ~~(VMS)~~approach ~~deposits. The area is host~~ to ~~historical~~the ~~production~~major ~~of 8.6~~psycho-social ~~billion~~environmental ~~pounds of Zinc and 853 million pounds of Copper and has established~~diseases ~~infrastructure~~related ~~including~~to athe ~~railway,~~neuro-psycho-endocrine ~~paved road~~ and aimmune ~~2,350 t/day mill owned by Falconbridge/Xstrata plc~~systems.

Business of Issuer (continued)

Neuro-Biotech Corp. Business aims are to: develop and commercialize quantitative diagnostic blood tests for early diagnosis, monitoring and follow-up for a large range of neuroscience and stress related disorders in order to accommodate unsatisfied medical needs; develop its own extensive portfolio of diagnostic tests and natural brain neuroceuticals; enter into strategic alliances with large distributors in order to accelerate its worldwide market penetration in general and, in particular some revenue interesting niche markets, by initiating sales through its own sales force; and by forming business partnerships with private laboratory networks on a worldwide basis.

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

Results of Operation

For the three ~~and nine~~ month periods ended ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, the Company reported $-0- revenue, respectively. For the ~~quarter~~three months ended ~~December~~June 3130, ~~2009~~2010, total expenses were $~~102~~50,~~032~~081,689, a $1050,~~519~~050,086, or 1199%, increase from the $9131,~~513~~ 603 reported for the same period in ~~2008~~2009. Approximately $2419,~~000~~675 of this increase is attributable to aan increase in consulting and professional fees., with ~~For~~ the ~~nine months~~majority ~~ended~~of ~~December~~the ~~31,~~increase ~~2009,~~attributable ~~total~~to ~~expenses~~the ~~were~~impairment charge of $~~154~~51,~~818~~660,000 aon ~~$138,455,~~the ~~or 47%,~~intangible ~~decrease~~assets ~~from~~and the $~~293~~525,~~273~~000 in common stock issued for professional fees. Total expenses reported for the ~~same~~three ~~period~~months inended June 30, 2010 and 2009. primarily represent expenses incurred for general ~~Approximately~~administration, ~~$44~~occupancy (rent,~~000~~ ofutilities, ~~this~~and ~~decrease~~other isrelated ~~attributable~~costs toat a$0 ~~decrease~~and $3,500 inmonthly, respectively), impairment, amortization and depreciation, consulting, ~~and~~travel, ~~professional~~filing fees, professional services, and interest against a note payable.

Total expenses reported for the three and nine month periods ended December 31, 2009 and 2008 primarily represent expenses incurred for general administration, occupancy (rent, utilities, and other related costs at $3,500 monthly), amortization and depreciation, consulting, travel, filing fees, professional services, and interest against a note payable to a shareholder. Significant shareholders of the Company have been making advances to the Company for the payment of operating expense; they have agreed to continue providing capital for ongoing operations, until such time the Company can generate revenues from commercial operations or increase capital through various financing arrangements. They have also agreed to convert these advances into equity (issuance of restricted shares).

Liquidity and Capital Resources

~~M45~~ Neuro-Biotech is a development stage company, and through the date of this Report, it has not generated revenue from operations. The Company does not have sufficient cash or cash equivalents to satisfy its cash requirements for the next twelve months.

14The Company has an accumulated deficit of $57,343,896. The Company continues to report negative stockholders’ equity and does not have sufficient assets to pay current liabilities as they come due. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

M45 MINING RESOURCES INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2009

Liquidity and Capital Resources (continued)

The Company has an accumulated deficit of $7,143,623. The Company continues to report negative stockholders’ equity and does not have sufficient assets to pay current liabilities as they come due. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s continued existence is dependent upon several factors; including the ability to attain profitable business operations and generate a positive cash flow. Management plans to raise additional capital investment in the Company, and it believes the necessary investment will be forthcoming within the next six month period. There can be no assurance that equity financings will be available to the Company in the future that will be obtained on terms satisfactory to the Company. In the event that the Company’s efforts to obtain such financing prove unsuccessful, the Company may be required to abandon its current business goals and cease operations.

~~M45~~Neuro-Biotech’s current management have indicated a willingness 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 believes, therefore, that it can continue as a going concern in the near future.

Off-Balance Sheet Arrangements

For the period ~~ending~~ended ~~December~~June 3130, ~~2009~~2010, the Company had no off-balance sheet arrangements.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk .

Not required for smaller reporting companies as defined in Rule 12b-2 of the Exchange Act .

ITEM 4. Controls and Procedures

Our management, under the supervision of and with the participation of the chief executive officer and chief financial officer performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of ~~December~~June 3130, ~~2009~~2010, the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls were not effective as of that date.

~~In our~~Except ~~Annual Report on Form 10-KSB/A filed~~ for the ~~year ended March 31, 2008, the Company reported a~~ material ~~weakness~~weaknesses in internal control over financial ~~reporting~~ relating to lack of policies and procedures, lack of sufficient accounting staff, lack of segregation of duties necessary for a good system of internal control, over-reliance upon independent financial reporting ~~consultants,~~ the adequacy of accounting systems with procedures to ensure that financial information is secure and accurately recorded and reported. A material weakness is defined in Public Company Accounting Oversight Board Auditing Standard No. 5 as ~~a deficiency, or a combination of deficiencies in internal~~ ~~control~~referenced over financial reporting such that there is a reasonable possibility that a material misstatement would not be prevented or detected on a timely basis. In connection with our overall assessment of internal control over financial reporting, we have evaluated the effectiveness of our internal controls as of December 31, 2009 and have concluded that the material weaknesses first reported in our Annual Report on Form 10-~~KSB/A~~K for the fiscal year ended March 31, 2010 ~~2008~~ (and ~~again~~ infurther ~~our~~described ~~Annual~~above), ~~Report~~no onother ~~Form~~material ~~10-K~~weaknesses ~~for~~were ~~the year ended March 31, 2009, and~~identified ~~further described~~ in ~~this~~our ~~paragraph,~~evaluation ~~were~~of ~~not~~internal ~~remediated~~controls as ~~December~~of 1June 30, ~~2009~~ 2010.

Except for the material weaknesses in internal control over financial reporting as referenced in our Annual Report on Form 10-K for the fiscal year ended March 31, 2009 (and further described above), no other material weaknesses were identified in our evaluation of internal controls as of December 1, 2009.

ITEM 4. Controls and Procedures (continued).

In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:

The Company has created and refined a structure in which critical accounting policies and estimates are identified, and together with other complex areas, is subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, management will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process.

Hire a qualified accounting staff to manage, review, and verify the day-to-day accounting and the financial statements.

ITEM 4. Controls and Procedures (continued).

We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

Remediation plans established and initiated by management during the fiscal year ended March 31, ~~2009~~2010 continue to be implemented. There were no other changes in our internal controls over financial reporting during the ~~quarter~~three ~~ended~~months ~~December~~ended 31June 30, ~~2009~~2010 that have materially affected or are reasonably likely to ~~materially~~ materially affect, our internal controls over financial reporting.

While we have implemented or continue to implement our remediation activities, we believe it will take multiple quarters of effective application of the control activities, including adequate testing of such control activities, in order for us to revise our conclusion regarding the effectiveness of our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

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

ITEM 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

~~ITEM 2. Unregistered Sales of Equity Security and Use of Proceeds.~~20

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

There were no sales or unregistered securities during the period covered by this report.

ITEM 3. Defaults Upon Senior Securities.

There were no defaults upon senior securities during the period covered by this report.

16ITEM 4. Submission of Matters to a Vote of Security Holders

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

There were no matters submitted to a vote of security holders during the period covered by this report.

ITEM 5. Other Information.

None

ITEM 6. Exhibits

(a) Exhibits.

The following exhibits are filed with this report:

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

3.1	Articles of Incorporation of Neuro-Biotech Corp., as filed with the Nevada Secretary of State on July 16, 1990.

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

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~3.2 Bylaws of M45 Mining Resources Inc. 14.1 Code of Ethics~~ (~~incorporated~~b) Reports ~~by reference to Exhibit 14.1 of the Company's Quarterly Report~~ on Form 108-~~QSB for the period ended March 31, 2004 and filed with the Securities and Exchange Commission on May 17, 2004).~~K

~~31.1~~On ~~Certification~~June 17, of2010, the ~~Chief~~Registrant ~~Executive~~filed ~~Officer~~a ~~pursuant~~Form to8-K ~~Rule~~with ~~13a-14(a)/15d-14(a)~~the SEC based on the Company's name change.

~~31.2~~On ~~Certification~~July 19, of2010, the ~~Chief~~Registrant ~~Financial~~filed ~~Officer~~a ~~pursuant~~Form to8-K ~~Rule~~with ~~13a-14~~the SEC disclosing that the Company entered into sixteen (a16)~~/15d-14~~ license agreements (amanufacturing and distribution) with Squib & Waves Research Inc. and Northern Carrabean Star Inc.; the Company relocated its corporate headquarters to Basel, Switzerland; the Company modified its business direction and focus away from mining and toward the realm of neuroscience; the Company entered into a Stock Repurchase and Termination of Contracts Agreement with Miniere Grenville, Inc.; and the Company announced the formation of its first subsidiary, Neuro-Biotech Lab Canada Inc.

~~32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~21

32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

There were no Form 8-K filings made during the period covered by this report.

SIGNATURES

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

Dated: February, 25, 2010	By:	/s/ Barry Somervail
Dated: August 20, 2010	By:	/s/ Barry Somervail
		Barry Somervail, CEO and Director
Dated: February, 25, 2010	By:	/s/ Gilles Ouellette
		Gilles Ouellette, Principal Financial Officer

Dated: August 20, 2010	By:	/s/ Michael Yamani
		Michael Yamani, Secretary/Treasurer, and Principal Financial Officer

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

	M45 MINING RESOURCES INC.
	NEURO-BIOTECH CORP..
Dated: February, 25, 2010	By:	/s/ Barry Somervail
Dated: August 20, 2010	By:	/s/ Barry Somervail
		Barry Somervail, CEO and Director
Dated: February, 25, 2010	By:	/s/ Michel Yamani
		Michel Yamani, Secretary/Treasurer

Dated: August 20, 2010	By:	/s/ Michael Yamani
		Michael Yamani, Secretary/Treasurer

Filing Compare · Neuro Biotech Corp