UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission file number 333-149338

MESQUITE MINING INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 26-1324237
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

4321 7th Avenue
Los Angeles, CA 90008
(Address of Principal Executive Offices & Zip Code)

(760) 408-5748
(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

As of March 3, 2009, the registrant had 2,500,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established.

MESQUITE MINING INC.
TABLE OF CONTENTS

Page No.
--------

Part I

Item 1. Business 3
Item 1A. Risk Factors 15
Item 2. Properties 18
Item 3. Legal Proceedings 18
Item 4. Submission of Matters to a Vote of Securities Holders 19

Part II

Item 5. Market for Common Equity and Related Stockholder Matters 19
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 19
Item 8. Financial Statements 23
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 33
Item 9A. Controls and Procedures 33

Part III

Item 10. Directors and Executive Officers 35
Item 11. Executive Compensation 36
Item 12. Security Ownership of Certain Beneficial Owners and Management 37
Item 13. Certain Relationships and Related Transactions 38
Item 14. Principal Accounting Fees and Services 38

Part IV

Item 15. Exhibits 39

Signatures 39

PART I

ITEM 1. BUSINESS

SUMMARY

Mesquite Mining, Inc. was incorporated on October 23, 2007 under the laws of the
State of Delaware. We are engaged in the business of acquisition, exploration
and development of natural resource properties.

We currently own a 100% undivided interest in the Candy Lode Mineral Claim
located in Clark County, State of Nevada that we call the "Candy Property." We
are currently conducting mineral exploration activities on the Candy Property in
order to assess whether it contains any commercially exploitable mineral
reserves. Currently there are no known mineral reserves on the Candy Property.

We have not earned any revenues to date. Our independent auditor has issued an
audit opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

In December, 2007, we purchased a 100% undivided interest in a mineral claim
known as the Candy Lode Claim for a price of $8,500. The claims are in good
standing until September 1, 2009.

We engaged Laurence Sookochoff, P. Eng., to prepare a geological evaluation
report on the Candy Property. Mr. Sookochoff is a consulting professional
geologist in the Geological Section of the Association of Professional Engineers
and Geoscientists of British Columbia. Mr. Sookochoff attended the University of
British Columbia and holds a Bachelor of Science degree in geology. The work
completed by Mr. Sookochoff in preparing the geological report consisted of a
review of geological data from previous exploration within the region. The
acquisition of this data involved the research and investigation of historical
files to locate and retrieve data information acquired by previous exploration
companies in the area of the mineral claims.

We received the geological evaluation report on the Candy Property entitled
"Geological Evaluation Report on the Candy Lode Mining Claim, Yellow Pine Mining
District, Clark County, Nevada, USA" prepared by Mr. Sookochoff on December 15,
2007. The geological report summarizes the results of the history of the
exploration of the mineral claims, the regional and local geology of the mineral
claims and the mineralization and the geological formations identified as a
result of the prior exploration. The geological report also gives conclusions
regarding potential mineralization of the mineral claims and recommends a
further geological exploration program on the mineral claims.

On May 30, 2008 our common stock was listing for trading on the Over the Counter
Bulletin Board under the symbol "MSQT". There has been no trading of our
securities, and, therefore, no high and low bid pricing.

GLOSSARY OF TECHNICAL GEOLOGICAL TERMS

The following defined technical geological terms are used in this annual report:

Anglesite A native sulphate of lead. It occurs in white or
yellowish transparent, prismatic crystals.

Azurite Blue carbonate of copper; blue malachite.

Basalt A general term for dark-colored mafic igneous
rocks, commonly extrusive but locally intrusive
(e.g., as in dikes).

Breccia A rock in which angular fragments are surrounded
by a mass of fine-grained minerals.

Brecciated The formation of angular rock fragments.

Calamine A white mineral; a common ore of zinc.

Carbonate A salt or ester of carbonic acid.

Cerussite A mineral consisting of lead carbonate that is
an important source of lead.

Chrysocolla A hydrous silicate of copper, occurring massive,
of a blue or greenish blue color.

Cinnabar A heavy reddish mineral consisting of mercuric
sulfide; the chief source of mercury.

Clastic Fragments of minerals, rocks, or organic
structures that have been moved individually
from their places of origin.

Cretaceous Rocks laid down during the last period of the
Mesozoic era (between the Jurassic and Tertiary
periods, about 146 to 65 million years ago), at
the end of which dinosaurs and many other
organisms died out.

Diamond drill(ing) A rotary type of rock drill in which the cutting
is done by abrasion rather than percussion. The
cutting bit is set with diamonds and is attached
to the end of long hollow rods through which water
or other fluid is pumped to the cutting face as a
lubricant. The drill cuts a core of rock that is
recovered in long cylindrical sections, two
centimeters or more in diameter.

Fault Zones A network of interconnected fractures representing
the surficial expression of a fault.

Fold A planar feature, such as a bedding plane, that
has been strongly warped, presumably by
deformation.

Galena The chief ore of lead, commonly found in shallow
ore veins in which open cavities are frequent;
hence, crystals are common and well developed.
Galena is widely distributed and constitutes by
far the most important ore for lead. Silver,
antimony, arsenic, copper, and zinc minerals
often occur in intimate association with galena;
consequently, galena ores mined for lead also
include other valuable by-products.
Granite Plutonic igneous rock having visibly crystalline
texture; generally composed of feldspar and mica
and quartz.

Hydrozincite An abundant element of the magnesium-cadmium
group, extracted principally from the minerals
zinc blend, smithsonite, calamine, and
franklinite, as an easily fusible bluish white
metal, which is malleable, especially when
heated.

Igneous A type of rock which has been formed by the
consolidation of magma, a molten substance from
the earth's core.

Intrusive A body of igneous rock formed by the
consolidation of magma intruded into other
rocks, in contrast to lavas, which are extruded
upon the surface.

Jurassic Second Period of Mesozoic Era, which covered span
of time between 190 - 135 million years before the
present time.

Limestone A bedded, sedimentary deposit consisting chiefly
of calcium carbonate.

Limonite A widely occurring iron oxide ore; a mixture of
goethite and hematite and lepidocrocite.

Lode A mineral deposit in solid rock.

Malachite Green mineral used as an ore of copper and for
making ornamental objects.

Mesozoic One of the eras of geologic time. It includes the
Triassic, Jurassic and Cretaceous periods.

Mineralization The concentration of metals and their chemical
compounds within a body of rock.

Monte Cristo Limestone
Formation A local name for a geological series of rocks.

Normal Fault A dip-slip fault in which the block above
the fault has moved downward relative to the
block below.

Ore A mixture of minerals and gangue from which at
least one metal can be extracted at a profit.

Oxidization A chemical reaction caused by exposure to oxygen
that results in a change in the chemical
composition of a mineral

Paleozoic Rocks that were laid down during the Paleozoic Era
(between 544 and 230 million years before the
present time).

Porphyritic Containing relatively large isolated crystals in a
mass of fine texture.

Porphyry A heterogeneous rock characterized by the presence
of crystals in a relatively finer-grained matrix.

Pyrite The most common of the sulphide minerals. It is
usually found associated with other sulphides or
oxides in quartz veins, sedimentary rock and
metamorphic rock, as well as in coal beds, and
as the replacement mineral in fossils.

Quartz A mineral whose composition is silicon dioxide.
A crystalline form of silica.

Sedimentary A type of rock which has been created by the
deposition of solids from a liquid.

Smithsonite Native zinc carbonate. It generally occurs in
stalactitic, reniform, or botryoidal shapes, of
a white to gray, green, or brown color.

Stratigraphy Strictly, the description of bedded rock
sequences; used loosely, the sequence of bedded
rocks in a particular area.

Structural Pertaining to geologic structure.

Tertiary Relating to the first period of the Cenozoic era,
about 65 to 1.64 million years ago.

Thrust Faults (Faulting) A dip-slip fault in which the upper block above
the fault plane moves up and over the lower block,
so that older strata are placed over younger.

Trenching The removal of overburden to expose the underlying
bedrock.

Triassic The system of strata that was deposited between
210 and 250 million years before the present time.

Vein An occurrence of ore with an irregular development
in length, width and depth usually from an
intrusion of igneous rock.

ACQUISITION OF THE CANDY PROPERTY

In December, 2007, we purchased a 100% undivided interest in a mineral claim
known as the Candy Lode Claim for a price of $8,500. The claims are in good
standing until September 1, 2009.

The work completed by Mr. Sookochoff in preparing the geological report
consisted of a review of geological data from previous exploration within the
region. The acquisition of this data involved the research and investigation of
historical files to locate and retrieve data information acquired by previous
exploration companies in the area of the mineral claims.

DESCRIPTION OF PROPERTY

The property owned by Mesquite Mining, Inc. is the Candy Lode Claim which is
comprised of one located mineral claim. The Candy Lode Claim is located within
Sections 28 & 33 Range 58E, Township 25S at the easternmost portion of the
Yellow Pine Mining District of Clark County, Nevada. Access from Las Vegas,
Nevada to the Candy Lode Claim is southward via Interstate Highway #15 for
approximately 31 miles, to within five miles past Jean, Nevada, thence westerly
for seven miles to the Candy Lode Claim.

The claim was recorded with the County and the Bureau of Land Management.

[MAP SHOWING THE CLAIM LOCATION IN NEVADA]

[CLOSEUP MAP SHOWING THE CLAIM LOCATION]

PHYSIOGRAPHY, CLIMATE, VEGETATION AND WATER

The Candy Lode Claim is situated at the southern end of the Sheep Mountain
Range, a north-south trending range of mountains with peaks reaching an
elevation of 4, 184 feet. The Claim covers a plateau-like area at an elevation
of 1,300 feet with a range of elevation on the Claim of a maximum 100 feet.

The area is of a typically desert climate with relatively high temperatures and
low precipitation. Vegetation consists mainly of desert shrubs and cactus.
Sources of water are available from valley wells.

PROPERTY HISTORY

The history of the Yellow Pine Mining District stems from 1856 when Mormon
missionaries reported ore in the area. In 1857 the smelting of ore produced
9,000 pounds of lead and in 1898 a mill was built south of Goodsprings. As a
result of the mill availability, exploration activity led to the discovery of
many of the mines in the area.

The completion of the San Pedro, Los Angeles and Salt Lake railroad in 1905 and
recognition of oxidized zinc minerals in the ore in 1906 stimulated development
of the mines and the region has been subject to intermittent activity up to
1964, particularly during the World War I and II years.

Although less famous than many of the other mining districts of the Great Basin,
it nevertheless ranks second only to Tonopah in total Nevada lead and zinc
production. During World War I this district was one of the most productive in
the West, but by the end of World War II only a few mines remained in operation.

Even though the mines of this district have been worked primarily for their
lead-zinc-silver values, an estimated 91,000 ounces of gold has been recovered
as a by-product of copper-lead-silver mining.

Production from the mines of the Yellow Pine Mining District from 1902 to 1929
was 477,717 tons. Bullion recovery from 7,656 tons of this ore by amalgamation
and cyanidation was 9,497 ounces of gold and 2,445 ounces of silver. The
concentrator treated 230,452 tons of ore which yielded 58,641 tons of lead-zinc
concentrate and 32,742 tons of lead concentrate. Crude ore shipped to 1929 was
227,952 tons from which recovery amounted to 3,196 ounces of gold, 422,379
ounces silver, 3,085,675 pounds copper, 34,655,360 pounds lead and 110,833,051
pounds zinc.

The Candy Lode Claim covers the formerly productive Silver Gem mine from which
reported production is included with production from the nearby Christmas mine
and the Eureka mine. Reported production from 1911-1922 is 532,505 pounds of
lead, 449,886 pounds of zinc, 16,635 ounces of silver, 2 ounces of gold, and 195
pounds of copper.

REGIONAL GEOLOGY

In the Yellow Pine district, the Spring Mountain Range in the west, and the
Sheep Mountain Range in the east consist mainly of Paleozoic sediments which
have undergone intense folding accompanied by faulting. A series of
Carboniferous sediments consists largely of siliceous limestone and include
strata of pure crystalline limestone and dolomite with occasional intercalated
beds of fine grained sandstone. These strata have a general west to southwest
dip of from 15 to 45 degrees which is occasionally disturbed by local folds.
Igneous rocks are scarce and are represented chiefly by quartz-monzonite
porphyry dikes and sills. The quartz-monzonite porphyry is intruded into the
strata and is of post-Jurassic age, perhaps Tertiary.

[MAP SHOWING THE REGIONAL GEOLOGY]

STRATIGRAPHY

The sedimentary rocks in the district range in age from Upper Cambrian to
Recent. The Paleozoic section includes the Cambrian Bonanza King and Nopah
Formations, the Devonian Sulta, Mississippian Monte Cristo Limestone,
Pennsylvanian/Mississippian Bird Spring Formation and Permian Kaibab Limestone.

The Mesozoic section is comprised only of the Triassic Moenkopi and Chinle
Formations and an upper Mesozoic unit of uncertain age termed the Lavinia Wash
Formation. The Paleozoic rocks are dominantly carbonates while the Mesozoic
units are continental clastics. Tertiary rocks include gravels and minor
volcanic tuffs.

Only two varieties of intrusive rocks are known in the district. The most
abundant is granite porphyry which forms three large sill-like masses. The sills
generally lie near major thrust faults and are thought to have been emplaced
along breccia zones at the base of the upper plate of the thrust fault. Locally,
small dikes of basaltic composition and uncertain age have been encountered in
some of the mine workings.

STRUCTURE

The region reveals a record of folding, thrust faulting and normal faulting.
Folding began in the early Jurassic, resulting in broad flexures in the more
massive units and tight folds in the thinly bedded rocks. The thrust faults in
the district are part of a belt of thrust faulted rocks, the Foreland Fold and
Thrust Belt that stretches from southern Canada to southern California.

Deformation within the belt began in the Jurassic and continued until Cretaceous
time. Within the Goodsprings District thrust faulting appears to post-date much
of the folding, but despite intensive study the actual age of thrusting
continues to be the subject of contentious debate. Three major thrusts have been
mapped; from west to east, the Green Monster, Keystone and Contact thrusts.

Of these, the Keystone is the most persistent along strike having been mapped
for a distance of over 50 kilometers. The stratigraphic relationships along the
Keystone fault are similar to those for all the major thrusts in the area,
Cambrian Bonanza King Formation has been thrust eastward over younger Paleozoic
rocks.

PROPERTY GEOLOGY

The Candy Lode Claim is indicated to be underlain by the Mississippian to
Permian Bird Spring Formation which unconformably overlies the Yellowpine
Limestone Member of the Monte Cristo Limestone Formation.

REGIONAL MINERALIZATION

Ore deposits in the Goodsprings (Yellow Pine) district fall into two distinct
types, which may or may not be related, gold-copper deposits and lead-zinc
deposits. Gold-copper deposits are clearly related to sill-like masses of
granite porphyry. All existing mines worked the contact between the intrusive
and surrounding sedimentary rocks. Gold occurred in both the intrusive and the
carbonate wall rocks. It appears any carbonate unit was a suitable host.

The lead-zinc deposits are often distant from intrusives and occur as veins or
replacements of brecciated rocks along fault zones, either thrust faults or
normal faults. Unlike the gold deposits, the productive lead-zinc deposits are
restricted to the Monte Cristo Formation.

Mineralogy of gold-copper deposits consist of native gold, pyrite, limonite,
cinnabar, malachite, azurite and chrysocolla. Lead-zinc deposits are comprised
of hydorzincite, calamine, smithsonite, cerrusite, anglesite, galena and iron
oxides. The rather unusual mineralogy of the district is due to the great depth
of surface oxidation exceeding 600 feet.

Typical sulfides such as chalcopyrite, sphalerite and pyrite have been partially
or completely altered to more stable hydrated carbonates and sulfates. Only the
highly insoluble lead sulfide, galena has successfully resisted surface
oxidation.

Primary alteration is difficult to characterize due to the supervene overprint,
but again appears to differ for gold-copper deposits and lead-zinc deposits.
Gold-copper ores have been extensively sericitized and daolinized, altering the
host pluton to a rock that can be mined through simple excavation with little or
not blasting. The rock is so thoroughly altered it decrepitates on exposure of
the atmosphere. On the other head, lead-zinc deposits appear to be characterized
by colomitization and minor silicification.

PROPERTY MINERALIZATION

The mineralization on the Candy Lode Claim is reported in documentation on the
included Silver Gem mine as a thin breccia zone parallel to bedding in the Bird
Spring Formation sporadically imbedded with galena. Vanadinite and
cuprodeschloizite are common.

CONCLUSIONS AND RECOMMENDATIONS

Mr. Sookochoff states in his geology report that the Candy Lode Claim covers
some exploratory workings on mineral zones hosting mineralization of sufficient
economic values to be shipped to a smelter. As the nature of the mineralization
nor the controlling structures to the mineralization have been defined, and as
the Yellow Pine district has a history of significant lead/zinc production from
within veins or replacements of brecciated rocks along fault zones, the
mineralized zones of the Candy Lode Claim should be explored for potential
economical mineral zones.

It was recommended that Mesquite Mining Inc. complete a three phased exploration
program on the Candy Lode Claim. Phase I consisted of VLF-EM and magnetometer
surveys along the extensions of the known mineral zones to determine the
potential structural controls to the known mineral zones. Phase II would consist
of localized soil surveys, trenching, and sampling over the indicated extensions
of the mineral zones. Phase III would consist of test diamond drilling of the
prime indicated mineral zones.

RECOMMENDED EXPLORATION PROGRAM AND ESTIMATED COST

Phase Exploration Program Cost Status
- ----- ------------------- ---- ------

Phase I VLF-EM and magnetometer surveys $ 6,500 Completed

Phase II Localized soil surveys, trenching and $ 9,500 Expected to be completed in summer, 2009
sampling over known and indicated (depending on the results of Phase 1, and
mineralized zones consulting geologist's schedule).

Phase III Test Diamond drilling outlined by $70,000 Expected to be completed in 2010 (depending
Phase 1 and 2 programs. on the results of Phase 2, financing and
consulting geologist's schedule.)

TOTAL ESTIMATED COST $86,000

COMPETITION

We are an exploration stage company. We do not compete directly with anyone for
the exploration or removal of minerals from our property as we hold all interest
and rights to the claim. Readily available commodities markets exist in the U.S.
and around the world for the sale of gold, silver and other minerals. Therefore,
we will likely be able to sell any gold, silver or other minerals that we are
able to recover.

We are subject to competition and unforeseen limited sources of supplies in the
industry in the event spot shortages arise for supplies such as dynamite, and
certain equipment such as bulldozers and excavators that we will need to conduct
exploration. If we are unsuccessful in securing the products, equipment and
services we need we may have to suspend our exploration plans until we are able
to do so.

We compete with other mineral resource exploration and development companies for
financing and for the acquisition of new mineral properties. Many of the mineral
resource exploration and development companies with whom we compete have greater
financial and technical resources than us. Accordingly, these competitors may be
able to spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford greater geological expertise
in the targeting and exploration of mineral properties. This competition could
result in competitors having mineral properties of greater quality and interest
to prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research expenditures since our incorporation.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in the United States generally, and in the state of Nevada specifically. We will
also be subject to the regulations of the Bureau of Land Management, Department
of the Interior.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our product
or services.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of

Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form 10K
annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

WE ARE AN EXPLORATION STAGE COMPANY AND WE EXPECT TO INCUR OPERATING LOSSES FOR
THE FORESEEABLE FUTURE.

We were incorporated on October 23, 2007 and to date have been involved
primarily in organizational activities, the acquisition of the mineral claims
and the first phase of exploration on the property. We have no way to evaluate
the likelihood that our business will be successful. We have not earned any
revenues as of the date of this annual report. Potential investors should be
aware of the difficulties normally encountered by new mineral exploration
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of the
mineral properties that we plan to undertake. These potential problems include,
but are not limited to, unanticipated problems relating to exploration, and
additional costs and expenses that may exceed current estimates. Prior to
completion of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. We expect to incur
significant losses into the foreseeable future. We recognize that if production
of minerals from the claims is not forthcoming, we will not be able to continue
business operations. There is no history upon which to base any assumption as to
the likelihood that we will prove successful, and it is doubtful that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.

WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE ADDITIONAL FINANCING TO COMPLETE THE FINAL
PHASE OF OUR EXPLORATION PROGRAM IF WARRANTED. AS A RESULT, OUR ACCOUNTANT
BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

We have accrued net losses of $31,043 for the period from our inception on
October 23, 2007 to December 31, 2008, and have no revenues to date. Our future
is dependent upon our ability to obtain financing and upon future profitable
operations from the development of our mineral claims. These factors raise
substantial doubt that we will be able to continue as a going concern. George
Stewart, our independent auditor, has expressed substantial doubt about our
ability to continue as a going concern. This opinion could materially limit our
ability to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital when needed, we will not be
able to complete our business plan. As a result we may have to liquidate our
business and you may lose your investment. You should consider our auditor's
comments when determining if an investment in Mesquite Mining, Inc. is suitable.

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL
EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

You should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,

difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The Candy Property does not contain a known body of any commercial
minerals and, therefore, any program conducted on the Candy Property would be an
exploratory search of any minerals. There is no certainty that any expenditures
made in the exploration of the Candy Property will result in discoveries of any
commercial quantities of minerals. Most exploration projects do not result in
the discovery of commercially mineable mineral deposits. Problems such as
unusual or unexpected formations and other conditions are common to mineral
exploration activities and often result in unsuccessful exploration efforts. If
the results of our exploration program do not reveal viable commercial
mineralization, we may decide to abandon our claim and acquire new claims for
new exploration. Our ability to acquire additional claims will be dependent upon
our possessing adequate capital resources when needed. If no funding is
available, we may be forced to abandon our operations.

WE HAVE NO KNOWN MINERAL RESERVES AND IF WE CANNOT FIND ANY, WE MAY HAVE TO
CEASE OPERATIONS.

We have no known mineral reserves. If we do not find any commercially
exploitable mineral reserves or if we cannot complete the exploration of any
mineral reserves, either because we do not have the money to do so or because it
is not economically feasible to do so, we may have to cease operations and you
may lose your investment. Mineral exploration is highly speculative. It involves
many risks and is often non-productive. Even if we are able to find mineral
reserves on our property our production capability will be subject to further
risks including:

- The costs of bringing the property into production including
exploration work, preparation of production feasibility studies, and
construction of production facilities, all of which we have not
budgeted for;
- The availability and costs of financing;
- The ongoing costs of production; and
- Risks related to environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by
numerous factors which are beyond our control and which cannot be accurately
predicted, such as market fluctuations, the lack of milling facilities and
processing equipment near the Candy Property, and other factors such as
government regulations, including regulations relating to allowable production,
the importing and exporting of minerals, and environmental protection.

Given the above noted risks, the chances of our finding and commercially
exploiting reserves on our mineral properties are remote and funds expended on
exploration will likely be lost.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. At the present time we have no insurance to cover against these
hazards. The payment of such liabilities may result in our inability to complete
our planned exploration program and/or obtain additional financing to fund our
exploration program.

AS WE UNDERTAKE EXPLORATION OF OUR MINERAL CLAIMS, WE WILL BE SUBJECT TO
COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF
OUR EXPLORATION PROGRAM.

There are several governmental regulations that materially restrict mineral
exploration. We will be subject to the laws of the State of Nevada as we carry
out our exploration program. We may be required to obtain work permits, post
bonds and perform remediation work for any physical disturbance to the land in

order to comply with these laws. If we enter the production phase, the cost of
complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that stage.
Examples of regulatory requirements include:

(a) Water discharge will have to meet drinking water standards;
(b) Dust generation will have to be minimal or otherwise re-mediated;
(c) Dumping of material on the surface will have to be re-contoured and
re-vegetated with natural vegetation;
(d) An assessment of all material to be left on the surface will need to
be environmentally benign;
(e) Ground water will have to be monitored for any potential contaminants;
(f) The socio-economic impact of the project will have to be evaluated and
if deemed negative, will have to be remediated; and
(g) There will have to be an impact report of the work on the local fauna
and flora including a study of potentially endangered species.

There is a risk that new regulations could increase our costs of doing business
and prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

BECAUSE OUR SOLE OFFICER AND DIRECTOR DOES NOT HAVE ANY FORMAL TRAINING SPECIFIC
TO THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR
BUSINESS WILL FAIL.

Our sole officer and director is Beverly Frederick. Ms. Frederick has no formal
training as a geologist or in the technical aspects of management of a mineral
exploration company. Her prior business experiences have primarily been within
the residential and commercial real estate industry and not in the mineral
exploration business. With no direct training or experience in these areas, our
management may not be fully aware of the specific requirements related to
working within this industry. Our management's decisions and choices may not
take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in this industry.

THERE IS A RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.

There is the likelihood of our mineral claim containing little or no economic
mineralization or reserves. We have a geological report detailing previous
exploration in the area, the claim has been staked per Nevada regulations and we
have completed the first phase of exploration. However, there is the possibility
that our claim does not contain any reserves, resulting in any funds spent on
exploration being lost.

WE MAY DISCOVER MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM
BOUNDARIES.

If we discover mineralization that is close to the claim boundaries, it is
possible that some or all of the mineralization may occur outside the
boundaries. In such a case we would not have the right to extract those
minerals.

IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.

If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claim into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the minerals,
investor acceptance of our claims and general market conditions. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us. The most likely source of future funds is through the sale of
equity capital. Any sale of share capital will result in dilution to existing
shareholders. We may be unable to obtain any such funds, or to obtain such funds
on terms that we consider economically feasible.

IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.

It is possible that snow or rain could cause the mining roads providing access
to our claims to become impassable. If the roads are impassable we would be
delayed in our exploration timetable.

BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.

Our success will be dependent on the growth of demand for ores. If consumer
demand slows our revenues may be significantly affected. This could limit our
ability to generate revenues and our financial condition and operating results
may be harmed.

BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, SHE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Ms. Beverly Frederick, our officer and director, currently devotes approximately
6 hours per week providing management services to us. While she presently
possesses adequate time to attend to our interest, it is possible that the
demands on her from other obligations could increase, with the result that she
would no longer be able to devote sufficient time to the management of our
business. This could negatively impact our business development.

ITEM 2. PROPERTIES

We currently do not own any physical property or own any real property. We
purchased the Candy Property at a cost of $8,500. Title to the Candy Property
mineral claims is held by Mesquite Mining, Inc.

We currently utilize space provided to us on a rent free basis from our officer
and director, Beverly Frederick at 4321 7th Avenue, Los Angeles, CA 90008.
Management believes the current premises are sufficient for its needs at this
time.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders during the
year ended December 31, 2008.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

As of the date of this report we have 26 shareholders of record. We have paid no
cash dividends and have no outstanding options. We have no securities authorized
for issuance under equity compensation plans.

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the SEC, that: (a)
contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks and the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form, including language, type, size and format, as the SEC shall require by
rule or regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our common stock becomes subject to the penny
stock rules, stockholders may have difficulty selling those securities.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD LOOKING STATEMENTS

This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:

believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions. We are an exploration stage company
and have not yet generated or realized any revenues.

RESULTS OF OPERATIONS

We are still in our exploration stage and have generated no revenues to date.

We incurred operating expenses of $22,550 and 8,493 for the years ended December
31, 2008 and 2007. These expenses consisted of general operating expenses and
professional fees incurred in connection with the day to day operation of our
business and the preparation and filing of our periodic reports and for the year
ended December 31, 2008 it also included $6,500 in exploration costs. Our net
loss from inception through December 31, 2008 was $31,043.

Cash provided by financing activities for the period from inception through
December 31, 2008 was $40,000, $15,000 from the sale of 1,500,000 shares of
common stock to a director of the company for $0.01 per share and $25,000 from
the sale of 1,000,000 shares of common stock at $0.25 per share pursuant to our
S-1 offering.

Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
We are still in our exploration stage and have generated no revenues to date.

The following table provides selected financial data about our company for the
years ended December 31, 2008 and 2007.

Balance Sheet Data: 12/31/08 12/31/07
------------------- -------- --------

Cash $8,957 $6,507
Total assets $8,957 $6,507
Total liabilities $ 0 $ 0
Shareholders' equity $8,957 $6,507

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at December 31, 2008 was $8,957 with no outstanding
liabilities. Management believes our current cash balance will sustain
operations for the next 12 months. We are an exploration stage company and have
generated no revenue to date.

PLAN OF OPERATION

Our cash balance is $8,957 as of December 31, 2008. In April 2008 we offered and
sold 1,000,000 shares of common stock at $0.25 per share for total proceeds of
$25,000 pursuant to our S-1 offering. We believe our cash balance is sufficient
to fund our limited levels of operations for the next twelve months. If we
experience a shortage of funds we may utilize funds from our director, who has
informally agreed to advance funds to allow us to pay for filing fees, and
professional fees, however she has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. We are an exploration stage
company and have generated no revenue to date. At December 31, 2008 we had sold
$40,000 in equity securities to pay for our operations.

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that stage.

Our plan of operation is to conduct mineral exploration activities on the Candy
Property in order to assess whether the property contains mineral reserves
capable of commercial extraction. Our exploration program is designed to explore
for commercially viable deposits of silver, gold and other minerals. We have not
identified any commercially exploitable reserves of these minerals on the Candy
Property.

We have completed phase one of the exploration program on the property and are
currently in discussions with the geologist on his recommendations for further
exploration. Our plan of operation for the next twelve months, if we decide to
proceed with exploration on this property is to complete phase two of the
exploration program on our claim if the results of phase one warrants further
exploration. We have not made a final decision as of the date of this report. In
addition to the $9,500 we anticipate spending for Phase 2 for the exploration
program as outlined below if decide to proceed, we anticipate spending an
additional $3,500 on professional and administrative fees, including fees
payable in connection with complying with reporting obligations. Total
expenditures over the next 12 months are therefore expected to be approximately
$14,000. If we experience a shortage of funds during the next 12 months, we may
utilize funds from our director, who has informally agreed to advance funds to
allow us to pay for professional fees and operation expenses, however she has no
formal commitment, arrangement or legal obligation to advance or loan funds to
the company.

We engaged Mr. Laurence Sookochoff, P. Eng., to prepare a geological evaluation
report on the Candy Property. Mr. Sookochoff's report summarizes the results of
the history of the exploration of the mineral claims, the regional and local
geology of the mineral claims and the mineralization and the geological
formations identified as a result of the prior exploration in the claim areas.
The geological report also gives conclusions regarding potential mineralization
of the mineral claims and recommends a further geological exploration program on
the mineral claims. The exploration program recommended by Mr. Sookochoff is as
follows:

Phase Exploration Program Cost Status
- ----- ------------------- ---- ------

Phase I VLF-EM and magnetometer surveys $ 6,500 Completed

Phase III Test Diamond drilling outlined by $70,000 Expected to be completed in 2010 (depending
Phase 1 and 2 programs. on the results of Phase 2, financing and
consulting geologist's schedule.)

TOTAL ESTIMATED COST $86,000

We commenced Phase I of the exploration program on the claim in July, 2008. We
have received the report from the geologist and are currently in discussions
with him regarding his recommendations for the property.

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.

If we decide to proceed with Phase II of our exploration program, the estimated
cost of this program is $9,500 and will take approximately 10 days to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.

Following Phase II of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with Phase III of our
exploration program if we are able to raise the funds necessary. The estimated
cost of this program is $70,000 and will take approximately 2 weeks to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.

If we decide to proceed with further exploration on the Candy property we
anticipate commencing Phase II of our exploration program in summer, 2008.
Subject to financing, we anticipate commencing Phase III of our exploration
program in 2010, depending on whether Phase II program proves successful in
identifying mineral deposits. We have a verbal agreement with Laurence
Sookochoff, P. Eng., the consulting geologist who prepared the geology report on
our claim, to retain his services for our exploration program. We will require
additional funding to proceed with Phase III and any subsequent work on the
claim; we have no current plans on how to raise the additional funding. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work after the first two phases of the
exploration program.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

ITEM 8. FINANCIAL STATEMENTS

GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Mesquite Mining, Inc.

I have audited the accompanying balance sheet of Mesquite Mining, Inc. (An
Exploration Stage Company) as of December 31, 2008 and 2007, and the related
statement of operations, stockholders' equity and cash flows for the years then
ended and for the period from October 23, 2007 (inception), to December 31,
2008. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mesquite Mining, Inc. (An
Exploration Stage Company) as of December 31, 2008 and 2007, and the results of
its operations and cash flows for the years then ended and from October 23, 2007
(inception), to December 31, 2008 in conformity with generally accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 6 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 6. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ George Stewart
- ------------------------------

Seattle, Washington
March 3, 2009

Mesquite Mining, Inc.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------

As of As of
December 31, December 31,
2008 2007
-------- --------

ASSETS

CURRENT ASSETS
Cash $ 8,957 $ 6,507
-------- --------
TOTAL CURRENT ASSETS 8,957 6,507
-------- --------

$ 8,957 $ 6,507
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

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

TOTAL LIABILITIES -- --

STOCKHOLDERS' EQUITY
Common stock, ($0.0001 par value, 80,000,000 shares authorized;
2,500,000 and 1,500,000 shares issued and outstanding as of
December 31, 2008 and December 31, 2007 respectively) 250 150
Additional paid-in capital 39,750 14,850
Deficit accumulated during exploration stage (31,043) (8,493)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 8,957 6,507
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 8,957 $ 6,507
======== ========

See Notes to Financial Statements

Mesquite Mining, Inc.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------

October 23, 2007
(inception)
Year Ended Year Ended through
December 31, December 31, December 31,
2008 2007 2008
---------- ---------- ----------

REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --

OPERATING COSTS
General & Administrative Expenses 16,050 8,493 24,543
Mineral Expenitures 6,500 -- 6,500
---------- ---------- ----------
TOTAL OPERATING COSTS 22,550 8,493 31,043
---------- ---------- ----------

NET INCOME (LOSS) $ (22,550) $ (8,493) $ (31,043)
========== ========== ==========

BASIC EARNINGS PER SHARE $ (0.01) (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,500,000 1,500,000
========== ==========

See Notes to Financial Statements

Mesquite Mining, Inc.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From October 23, 2007 (Inception) through December 31, 2008
- --------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

BALANCE, OCTOBER 23, 2007 -- $ -- $ -- $ -- $ --

Stock issued for cash on
November 3, 2007 @ $0.01
per share 1,500,000 150 14,850 15,000

Net loss, December 31, 2007 (8,493) (8,493)
---------- ------ -------- -------- --------

BALANCE, DECEMBER 31, 2007 1,500,000 $ 150 $ 14,850 $ (8,493) $ 6,507
========== ====== ======== ======== ========

Stock issued for cash on
April 5, 2008 @ $.025
per share 1,000,000 100 24,900 25,000

Net loss, December 31, 2008 (22,550) (22,550)
---------- ------ -------- -------- --------

BALANCE, DECEMBER 31, 2008 2,500,000 $ 250 $ 39,750 $(31,043) $ 8,957
========== ====== ======== ======== ========

See Notes to Financial Statements

Mesquite Mining, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------

October 23, 2007
(inception)
Year Ended Year Ended through
December 31, December 31, December 31,
2008 2007 2008
-------- -------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(22,550) $ (8,493) $(31,043)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable -- -- --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (22,550) (8,493) (31,043)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 100 150 250
Additional paid-in capital 24,900 14,850 39,750
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,000 15,000 40,000
-------- -------- --------

NET INCREASE (DECREASE) IN CASH 2,450 6,507 8,957

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

CASH AT END OF PERIOD $ 8,957 $ 6,507 $ 8,957
======== ======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

See Notes to Financial Statements

Mesquite Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2008
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Mesquite Mining, Inc. (the Company) was incorporated on October 23, 2007 under
the laws of the State of Delaware. The Company is primarily engaged in the
acquisition and exploration of mining properties.

The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its planned operations. Upon the location of
commercially mineable reserves, the Company plans to prepare for mineral
extraction and enter the development stage.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.

PRO FORMA COMPENSATION EXPENSE

No stock options have been issued by the Company. Accordingly; no pro forma
compensation expense is reported in these financial statements.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

The Company expenses all costs related to the acquisition and exploration of
mineral properties in which it has secured exploration rights prior to
establishment of proven and probable reserves. To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization, when appropriate, using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,

Mesquite Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2008
- --------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

together with the related accumulated depreciation is removed from the
appropriate accounts and the resultant gain or loss is included in net income.

INCOME TAXES

The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments", requires the Company to disclose, when
reasonably attainable, the fair market values of its assets and liabilities
which are deemed to be financial instruments. The Company's financial
instruments consist primarily of cash and certain investments.

INVESTMENTS

Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other than temporary in nature.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.

NOTE 3 - PROVISION FOR INCOME TAXES

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.

Mesquite Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2008
- --------------------------------------------------------------------------------

As of December 31, 2008
-----------------------
Deferred tax assets:
Net Operating Loss $ 31,043
Tax Rate 34%
Gross deferred tax assets 10,555
Valuation allowance (10,555)
--------

Net deferred tax assets $ 0
========

NOTE 4 - COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is not presently involved in any litigation.

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.

NOTE 6 - GOING CONCERN

Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.

The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of $
31,043 since its inception and requires capital for its contemplated operational
and marketing activities to take place. The Company's ability to raise
additional capital through the future issuances of common stock is unknown. The
obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may result from
the outcome of these aforementioned uncertainties.

Mesquite Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2008
- --------------------------------------------------------------------------------

NOTE 7 - RELATED PARTY TRANSACTIONS

Beverly Frederick, the sole officer and director of the Company may, in the
future, become involved in other business opportunities as they become
available, thus she may face a conflict in selecting between the Company and her
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 8 - STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of Statement of Financial Accounting Standards 123. Thus issuances
shall be accounted for based on the fair value of the consideration received.
Transactions with employees' stock issuance are in accordance with paragraphs
(16-44) of Statement of Financial Accounting Standards 123. These issuances
shall be accounted for based on the fair value of the "consideration received or
the fair value of the equity instruments issued, or whichever is more readily
determinable.

On November 3, 2007 the Company issued a total of 1,500,000 shares of common
stock to one director for cash in the amount of $0.01 per share for a total of
$15,000.

On April 5, 2008, the Company issued a total of 1,000,000 shares of common stock
for cash in the amount of $.025 per share for a total of $25,000.

As of December 31, 2008 the Company had 2,500,000 shares of common stock issued
and outstanding.

NOTE 9 - STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2008.

Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 2,500,000 shares
issued and outstanding.

NOTE 10 - MINERAL PROPERTY

The Company owns an undivided 100% interest in a mineral claim (known as the
"Candy Lode Mining Claim") located in the Yellow Pine Mining District, Clark
County, Nevada.

Mesquite Mining, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2008
- --------------------------------------------------------------------------------

NOTE 11 - RECENT ACCOUNTING PRONOUCEMENTS

In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The adoption of SAB No.
108 had no material effect on the Company's financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), expands disclosures about
fair value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
March 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Post-retirement Plans." This Statement
requires an employer to recognize the over funded or under funded status of a
defined benefit post retirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position, and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income. SFAS No. 158 is effective for fiscal

years ending after December 15, 2006. The implementation of SFAS No. 158 had no
material impact on the Company's financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2008 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control

objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of December 31, 2008.

Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.

This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.

MANAGEMENT'S REMEDIATION INITIATIVES

In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.

We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

The names, ages and titles of our executive officers and director are as
follows:

Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Beverly Frederick 50 President, Secretary, Treasurer and
4321 7th Avenue Director
Los Angeles, CA 90008

Ms. Beverly Frederick is the promoter of Mesquite Mining, Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

Ms. Frederick has no formal training as a geologist or in the technical or
managerial aspects of management of a mineral exploration company. Her prior
business experiences have primarily been within the residential and commercial
real estate industry and not in the mineral exploration industry. Accordingly,
we will have to rely on the technical services of others to advise us on the
managerial aspects specifically associated with a mineral exploration company.
We do not have any employees who have professional training or experience in the
mining industry. We rely on independent geological consultants to make
recommendations to us on work programs on our property, to hire appropriately
skilled persons on a contract basis to complete work programs and to supervise,
review, and report on such programs to us.

TERM OF OFFICE

Our director is appointed to hold office until the next annual meeting of our
stockholders or until her successor is elected and qualified, or until she
resigns or is removed in accordance with the provisions of the Delaware Revised
Statutes. Our officer is appointed by our Board of Directors and holds office
until removed by the Board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our officer and/or director, Ms.
Beverly Frederick. Ms. Frederick currently devotes approximately 6 hours per
week to company matters. After receiving funding per our business plan Ms.
Frederick intends to devote as much time as the Board of Directors deem
necessary to manage the affairs of the company.

Ms. Frederick has not been the subject of any order, judgment, or decree of any
court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring, suspending or otherwise limited her from acting
as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any securities.

Ms. Frederick has not been convicted in any criminal proceeding (excluding
traffic violations) nor is she subject of any currently pending criminal
proceeding.

We conduct our business through agreements with consultants and arms-length
third parties. Currently, we have no formal consulting agreements in place. We
have a verbal arrangement with the consulting geologist currently conducting the
exploratory work on the Candy Property. We pay the consulting geologist the
usual and customary rates received by geologists performing similar consulting
services.

RESUME

BEVERLY FREDERICK has served as President, Secretary and Treasurer of Mesquite
Mining, Inc. since October 23, 2007 (inception). From 2007 to current, Ms.
Frederick serves as a management executive at Bond Companies, a commercial real
estate company in Los Angeles, CA. From 2005 to 2007, she was a commercial real
estate management consultant for Cedar Management, LLC, Los Angeles, CA. From
2000 to 2005, Ms. Frederick worked in residential and commercial real estate in
Riverside County, CA. Ms. Frederick is a member of the National Association of
Realtors and the California Association of Realtors.

CODE OF ETHICS

Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.

ITEM 11. EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

Our current director and officer is Beverly Frederick.

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the period from our inception through to December 31, 2008:

Annual Compensation Long Term Compensation
--------------------------------- ---------------------------------
Restricted
Other Annual Stock Options/* LTIP All Other
Name Title Year Salary($) Bonus Compensation Awarded SARs(#) payouts($) Compensation
- ---- ----- ---- --------- ----- ------------ ------- ------- ---------- ------------

Beverly President, 2007 $0 $0 $0 $0 $0 $0 $0
Frederick Secretary, 2008 $0 $0 $0 $0 $0 $0 $0
Treasurer,
and Director

There are no current employment agreements between the company and its
officer/director.

On November 3, 2007, a total of 1,500,000 shares of common stock were issued to
Ms. Beverly Frederick in exchange for cash in the amount of $15,000 or $0.01 per
share. The terms of this stock issuance was as fair to the company, in the
opinion of the board of director, as if it could have been made with an
unaffiliated third party.

Ms. Frederick currently devotes approximately 6 hours per week to manage the
affairs of the company. She has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of February 26, 2009 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses sole
voting and investment power with respect to the shares shown.

Amount and Nature Percentage of
of Beneficial Common
Title of Class Name and Address of Beneficial Owner Ownership Stock(1)
- -------------- ------------------------------------ --------- --------

Common Stock Beverly Frederick, Director
4321 7th Avenue 1,500,000 100%
Los Angeles, CA 90008 Direct

Common Stock Officer and/or director as a Group 1,500,000 100%

Holders of More Than 5% of Our Common Stock

- ----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding on February 26, 2009. As of
February 26, 2009, there were 1,500,000 shares of our common stock issued
and outstanding.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November 3, 2007, a total of 1,500,000 shares of Common Stock were issued to
Ms. Frederick in exchange for $15,000, or $0.01 per share. All of such shares
are "restricted" securities, as that term is defined by the Securities act of
1933, as amended, and are held by a director of the Company. (See "Dilution".)

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended December 31, 2008, the total fees charged to the company for
audit services, including quarterly reviews, were $7,200, for audit-related
services were $Nil, for tax services were $500 and for other services were $Nil.

For the year ended December 31, 2007, there were no fees charged to the company
for audit services, audit-related services, tax services or other services.

PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form S-1
Registration Statement, filed under SEC File Number 333-149338, at the SEC
website at www.sec.gov:

Exhibit
Number Description
------ -----------

3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

March 3, 2009 Mesquite Mining, Inc., Registrant

By: /s/ Beverly Frederick
------------------------------------------
Beverly Frederick, President and Chief
Executive Officer

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

March 3, 2009 Mesquite Mining, Inc., Registrant

By: /s/ Beverly Frederick
------------------------------------------
Beverly Frederick, President, Secretary,
Treasurer and Chief Financial Officer
(Principal Executive Officer and Principal
Accounting Officer)