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 September 30, 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 number: 000-29321

MONTANA MINING CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

87-0643635

(I.R.S. Employer

Identification No.)

1403 East 900 South, Salt Lake City, Utah 84105

(Address of principal executive offices) (Zip Code)

(801) 582-9609

(Registrant’s telephone number, including area code)

N/A

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

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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 þ No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuer’s common stock, $0.001 par value (the only class of voting stock), at November 11, 2010 was 22,498,703.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Consolidated Balance Sheets for September 30, 2010 (Unaudited) and December 31, 2009

Unaudited Consolidated Statements of Operations for the three and nine months ended

September 30, 2010 and 2009, and the period since inception...................................... 5

Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009, and the period since inception............................................................................ 6

Notes to Unaudited Consolidated Financial Statement s

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of
	Operations	12

Item 3. Quantitative and Qualitative Disclosures about Market Risk.......................................... 16

Item 4. Controls and Procedures................................................................................................ 16

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.......................................................................................................... 17

Item 1A. Risk Factors.......................................................................................................... 17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........................................ 19

Item 3. Defaults upon Senior Securities..................................................................................... 20

Item 4. (Removed and Reserved).............................................................................................. 20

Item 5. Other Information.......................................................................................................... 20

Item 6. Exhibits......................................................................................................................... 20

Signatures..................................................................................................................................... 21

Index to Exhibits.......................................................................................................................... 22

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Montana Mining Corp., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

MONTANA MINING CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS


		September 30,	December 31,
		2010	2009
ASSETS		(Unaudited)	(Audited)

Current assets:
Cash	$	582,071	101
Interest receivable		745	10,592
Notes receivable		149,265	95,227

Total current assets	$	732,081	105,920

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	3,002	17,816
Related party accounts payable		58,907	54,739
Related party interest payable		-	11,141
Related party notes payable,
net of beneficial conversion feature		-	62,470

Total current liabilities		61,909	146,166

Commitments

Stockholders' equity (deficit):
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding		-	-
Common stock, $.001 par value, 500,000,000 shares
authorized, 22,498,703 and 7,146,318 shares
issued and outstanding respectively		22,499	7,146
Additional paid-in capital		1,017,244	265,578
Deficit accumulated during the development stage		(369,571)	(312,970)

Total stockholders' equity (deficit)		670,172	(40,246)

Total liabilities and stockholders' equity (deficit)	$	732,081	105,920

The accompanying notes are an integral part of these financial statements

MONTANA MINING CORP.
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended		Nine Months Ended
		September 30,		September 30,		Cumulative
		2010	2009	2010	2009	Amounts
Revenue	$	-	-	-	-	-

Operating expenses:
General and administrative costs		14,888	3,010	38,534	21,291	278,553
Impairment of franchise agreement		-	-	-	-	25,000
Loss from operations		(14,888)	(3,010)	(38,534)	(21,291)	(303,553)

Other income (expense):
Interest income		1,430	2,737	6,779	7,101	17,371
Interest expense		(23,120)	(12,545)	(48,733)	(37,553)	(107,276)
Gain on sale of PWS rights		23,887	-	23,887	-	23,887
Loss before income taxes		(12,691)	(12,818)	(56,601)	(51,743)	(369,571)

Provision for income taxes		-	-	-	-	-

Net loss	$	(12,691)	(12,818)	(56,601)	(51,743)	(369,571)

Loss per common share - basic and diluted	$	-	-	-	(0.01)
Weighted average common shares -
basic and diluted		21,520,442	7,146,318	12,042,918	7,146,318

The accompanying notes are an integral part of these financial statements

MONTANA MINING CORP.
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
		Nine Months Ended
		September 30,		Cumulative
		2010	2009	Amounts
Cash flows from operating activities:
Net loss	$	(56,601)	(51,743)	(369,571)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock compensation expense		-	-	5,007
Impairment of franchise agreement		-	-	25,000
Gain on foreign currency transaction		-	(11,515)	(13,152)
Amortization of beneficial conversion feature		40,000	30,000	80,000
Gain on sale of PWS rights		(23,887)	-	(23,887)
(Increase) decrease in:
Interest receivable		9,847	(7,101)	(745)
Increase (decrease) in:
Accounts payable		(14,814)	11,182	3,002
Related party accounts payable		4,168	21,566	48,907
Related party interest payable		(11,141)	7,553	7,402
Net cash used in operating activities		(52,428)	(58)	(238,037)

Cash flows from investing activities:
Purchase of franchise agreement		-	-	(25,000)
Payments on note receivable		95,227	-	95,227
Issuance of note receivable		(149,265)	-	(231,340)
Gain on sale of PWS rights		23,887	-	23,887
Net cash used in investing activities		(30,151)	-	(137,226)

Cash flows from financing activities:
Proceeds from related party notes payable		8,000	100	196,410
Payments on related party notes payable		(110,470)	-	(110,470)
Decrease in stock subscription receivable		-	-	465
Issuance of common stock		767,019	-	870,929
Net cash provided by financing activities		664,549	100	957,334
Net increase in cash		581,970	42	582,071
Cash, beginning of period		101	74	-
Cash, end of period	$	582,071	116	582,071

The accompanying notes are an integral part of these financial statements

MONTANA MINING CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by management in accordance with the instructions in Form 10-Q and, therefore, do not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission. These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim operations are not necessarily indicative of the results to be expected for the full year ended December 31, 2010.

Note 2 – Additional Footnotes Included By Reference

Except as indicated in the following Notes, there have been no other material changes in the information disclosed in the notes to the financial statements included in the Company’s Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by reference.

Note 3 – Going Concern

As of September 30, 2010, the Company’s revenue generating activities are not in place, and the Company has incurred losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to seek additional equity or debt financing in the event it completes the acquisition of JBP S.A. (JBP). There can be no assurance that such funds will be available to the Company or that it will complete its acquisition of JBP.

Note 4 – Notes Receivable

During the quarter ended September 30, 2010, the Company loaned $149,265 to JBP (see Note 7). This note receivable bears interest at 6% and is due no later than September 30, 2011.

During the quarter ended September 30, 2010, the Company received payment in full on its note receivable from Produced Water Solutions, Inc. / Dobhai Ventures, Inc. (See Note 9).

MONTANA MINING CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

Note 5 – Sales of Common Stock and Change of Control

On September 30, 2010, an individual purchased 1,000,000 shares of the Company’s common stock in exchange for $50,000.

On June 30, 2010, an individual purchased 10,534,527 shares of the Company’s common stock or 49% of our outstanding common stock in exchange for $526,726 in connection with the Company’s intention to acquire JBP from Park Capital Management, Inc. (Park), a minimum private placement of equity being a condition of the intended acquisition. The same subscriber’s equity interest in our common stock constituted a change in control of the Company.

On June 30, 2010, an individual purchased 3,817,858 shares of the Company’s common stock, or 18% of our outstanding common stock, in exchange for $190,893.

Note 6 – Related Party Payables

Related party notes payable consist of the following:

		September 30, 2010 (Unaudited)	December 31, 2010 (Audited)
Note payable to a shareholder of the Company for $100,000, bearing 10% at interest, due December 31, 2010, net of a beneficial conversion feature of $0. The note is convertible into shares at $0.05 at the holder’s option. Accrued interest at September 30, 2010 and December 31, 2009 was $0 and $11,014 respectively.	$	-	60,000

Note payable to a company owned by an officer and shareholder of the Company. The note is non-interest bearing, due on demand and unsecured.		-	1,185

Note payable to a shareholder of the Company. The note includes interest of 10%, is due on demand and unsecured. Accrued interest at September 30, 2010 and December 31, 2009 was $0 and $127, respectively.		-	985

Note payable to an officer and shareholder of the Company. The note is non-interest bearing, due on demand and unsecured.		-	300

		-	62,470
Less current portion		-	(62,470)

	$	-	-

MONTANA MINING CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

Note 6 – Related Party Payables (continued)

Related party accounts payable consist of the following:

		September 30, 2010 (Unaudited)	December 31, 2010 (Audited)
Payable to an officer and shareholder of the Company for consulting services. The payable is non-interest bearing, due on demand and unsecured.	$	37,000	34,000

Payable to a company owned by an officer and shareholder of the Company. The payable is non-interest bearing, due on demand and unsecured.		21,907	20,739

	$	58,907	54,739

Note 7 – Supplemental Cash Flow Information

During the nine months ended September 30, 2010 and 2009, actual amounts paid for interest were $19,874 and $0 respectively. No amounts were paid for income taxes in the same periods.

Note 8 – Asset Purchase Agreement

On August 20, 2010, the Company entered into an Asset Purchase Agreement (the Agreement) with Park to acquire JBP as a wholly owned subsidiary on or before November 12, 2010. Pursuant to the Agreement, the Company is to acquire all of the issued and outstanding shares of JBP from Park in exchange for fifteen million two hundred and eighty-two thousand one hundred and twenty (15,282,120) shares of common stock and six million eight hundred and twenty-four thousand and three hundred (6,824,300) share purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 a share. The Agreement further requires that the Company pay a finder’s fee comprised of one million five hundred and twenty-eight thousand two hundred and twelve (1,528,212) shares and six hundred and eighty-two thousand four hundred and thirty (682,430) share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.06 a share and raise no less than seven hundred and fifty thousand Canadian dollars (CDN$750,000), approximately USD $718,000.

The Company has satisfied the financing precondition and is now in the process of working with JBP on its due diligence inquiry into JBP, its assets, business, and prospects. The initial closing date of the transaction has been extended to accommodate the completion of due diligence.

MONTANA MINING CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

Note 9 – Share Exchange Agreement and Assignment Agreement

On November 20, 2008, the Company signed a Share Exchange Agreement (the Agreement) with Produced Water Solutions, Inc. (PWS) and the shareholders of PWS to acquire PWS as a wholly-owned subsidiary on or before July 17, 2009. Pursuant to the Agreement the Company was to acquire all of the issued and outstanding shares of PWS in exchange for 8,000,000 shares of common stock of the Company to be distributed pro rata to the shareholders of PWS. At the inception of the agreement and as an inducement to enter into the Agreement, the Company loaned PWS $100,000 Canadian dollars, in the form of a promissory note.

On August 26, 2009, the Company entered into an Assignment Agreement (the Assignment) with Dobhai Ventures, Inc., (Dobhai), Produced Water Solutions, Inc. (PWS), and the shareholders of PWS in order to assign the Company’s interest in the Agreement with PWS to Dobhai for $1.00. The Assignment also provided that, if Dobhai acquired PWS, that the Company would receive a two and one half percent (2½%) royalty on all net revenue realized by Dobhai or PWS from services that utilize PWS’ reverse osmosis and ultra-filtration technology for thirty six (36) months from the date of the transaction up to a maximum royalty payment of $1,000,000 and a cash payment of $135,000 payable by Dobhai to the Company within ten days of Dobhai’s acquisition of PWS. The assignment agreement was extended until June 30, 2010. Dobhai acquired PWS on June 30, 2010.

During the quarter ended September 30, 2010, the Company received $135,000 as collection for the not receivable, related interest receivable, and a gain on the sale of rights to acquire PWS.

Note 10 – Subsequent Events

The Company evaluated its September 30, 2010 financial statements for subsequent events through the date the financial statements were issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

MONTANA MINING CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

Note 11 – Recent Accounting Pronouncements

In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-13, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification (“ASC”) Topic 718 was amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the adoption of this guidance will have a material impact on our financial position and results of operations.

In February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends ASC Topic 855, “Subsequent Events.” The amendments to ASC Topic 855 do not change existing requirements to evaluate subsequent events, but: (i) defines a “SEC Filer,” which we are; (ii) removes the definition of a “Public Entity”; and (iii) for SEC Filers, reverses the requirement to disclose the date through which subsequent events have been evaluated. ASU 2010-09 was effective for us upon issuance. This guidance did not have a material impact on our financial position and results of operations.

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires new disclosures for (i) transfers of assets and liabilities in and out of levels one and two fair value measurements, including a description of the reasons for such transfers and (ii) additional information in the reconciliation for fair value measurements using significant unobservable inputs (level three). This guidance also clarifies existing disclosure requirements including (i) the level of disaggregation used when providing fair value measurement disclosures for each class of assets and liabilities and (ii) the requirement to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for level two and three assets and liabilities. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about activity in the roll forward for level three fair value measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance has not had a material impact on our financial position and results of operations.

Management believes the impact of other recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows upon adoption.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Information presented herein is based on the nine month periods ended September 30, 2010 and the period since inception to September 30, 2010. Our fiscal year end is December 31.

Discussion and Analysis

Our plan of operation over the next twelve months is to design, construct and operate a premiere destination resort to be known as ParkVida that will be focused on mountain biking of all disciplines (i.e. downhill, cross-country, free ride, dirt jump, trials/street, and cyclocross). Nestled between lush mountains, running along green valleys, and encompassing alpine forests in the heart of the Dominican Republic, the 700-acre resort will offer mountain biking aficionados and adventurers an unparalleled biking experience that includes gorgeous vistas, handcrafted single-track trails, berms, tabletops, hipturns, ladderdrops, beautiful transitions, feature and skills parks, and dirt jumps. After a challenging day of biking, visitors will be able relax in an exclusive atmosphere that retains its rural flavor far off the beaten path.

On August 20, 2010, the Company entered into an agreement with Park Capital Management, Inc. (Park) to acquire JBP S.A. (JBP) as a wholly owned subsidiary in exchange for fifteen million two hundred and eighty-two thousand one hundred and twenty (15,282,120) shares of common stock and six million eight hundred and twenty-four thousand and three hundred (6,824,300) share purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 a share. The agreement further requires that the Company pay a finder’s fee comprised of one million five hundred and twenty-eight thousand two hundred and twelve (1,528,212) shares and six hundred and eighty-two thousand four hundred and thirty (682,430) share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.06 a share. The transaction is conditioned on the realization of certain milestones on or before closing the transaction, including our ability to fund no less than $717,619 at $0.05 per share. The Company has since completed a private placement of $767,019 in anticipation of closing the acquisition and is now in the process of completing its due diligence review. Proceeds of the private placement are to be used primarily in the initial development of the acreage into a resort.

Should we not close our intended acquisition of JBP our alternative plan of operation will be to seek out a suitable business opportunity for development or acquisition.

Results of Operations

During the three and nine month periods ended September 30, 2010, the Company (i) completed a private placement of common equity, (ii) realized amounts owed by Dobhai Ventures, Inc., (iii) entered into an agreement with Park to acquire JBP, and (iv) initiated due diligence inquiries into JBP.

Net Loss

For the period from December 7, 1999, to September 30, 2010, we recorded a net loss of $369,571. Net losses for the three month period ended September 30, 2010 were $12,691 as compared to $12,818 for the three month period ended September 30, 2009. Net losses for the nine month period ended September 30, 2010 were $56,601 as compared to $51,743 for the nine month period ended September 30, 2009. The increase in our net losses over the comparative nine month periods can be attributed to an increase in general and administrative expenses. Our cumulative net losses are due to costs associated with a forfeited option agreement in connection with mineral exploration, an impaired franchise fee, interest expenses and general and administrative expenses. General and administrative costs include accounting expenses, consulting fees, due diligence costs, mining exploration expenses, professional fees, annual state maintenance costs, due diligence costs and the preparation of disclosure documentation.

We did not generate revenue during this period and expect to continue to incur losses until such time as we develop or acquire a revenue generating business.

Capital Expenditures

We expended no amounts on capital expenditures for the period from December 7, 1999, to September 30, 2010.

Income Tax Expense (Benefit)

We have a prospective income tax benefit resulting from a net operating loss carry-forward and start up costs that will offset any future operating profit.

Impact of Inflation

We believe that inflation has had a negligible effect on operations over the past three years.

Liquidity and Capital Resources

We are in the development stage and, since inception, have experienced significant changes in liquidity, capital resources, and stockholders’ deficit.

We had current and total assets of $732,081 as of September 30, 2010, consisting of cash of $582,071, a note receivable of $149,265 and interest thereon of $745. We had current and total liabilities of $61,909 as of September 30, 2010, consisting of $3,002 in accounts payable and $58,907 in related party payables. Net stockholders' equity in the Company was $670,172 at September 30, 2010.

Cash flow used in operating activities was $238,037 for the period from December 7, 1999, to September 30, 2010. Cash flow used in operating activities for the nine month period ended September 30, 2010 increased to $52,428 as compared to $58 for the nine month period ended September 30, 2009. The increase in cash flows used in operating activities over the comparative nine month periods can be attributed primarily to decreases in accounts payable and related party interest payable in the current period. Our cumulative cash flow used in operating activities was used on accounting, administration, consulting, exploration expenses and a franchise fee. We expect to continue to use cash flow in operating activities over the next twelve months.

Cash flow provided from financing activities was $957,334 for the period from December 7, 1999, to September 30, 2010. Cash flow provided by financing activities for the nine months ended September 30, 2010 was $664,549 as compared to $100 for the nine months ended September 30, 2009. The increase in cash flow provided from financing activities over the comparative nine month periods can be attributed to a private placement of our common stock offset by the repayment of a related party loan. Our cumulative financing activities have consisted of sales of the Company’s common stock as well as related and non-related party loans. We expect to continue to use cash flow provided by financing activities to maintain current operations and will pursue our business plan with additional debt or equity financings.

Cash flow used in investing activities was $137,226 for the period from December 7, 1999, to September 30, 2010. Cash flow used in investing activities for the nine month periods ended September 30, 2010 was $30,151 as compared to $0 for the nine months ended September 30, 2009. We expect to use cash flow in investing activities in connection with the completion of our current business plan.

Our current assets are sufficient to conduct the Company’s plan of operation over the next twelve (12) months though we do intend to seek up to an additional $10,000,000 in debt or equity financing in order to complete our intended development of ParkVida as a full service mountain bike resort in the Dominican Republic. However, we have no current commitments or arrangements with respect to, or immediate sources of this additional funding. Further, no assurances can be given that additional funding will be available. Our inability to obtain funding sufficient to complete ParkVida would have a material adverse affect on our ability to pursue our business plan and maintain operations.

We do not intend to pay cash dividends in the near term.

We have no lines of credit or other bank financing arrangements in place.

We have no commitments for future capital expenditures except in connection with our intended acquisition of JBP.

We have no defined benefit plan or contractual commitment with our sole officer and director though we intend to create a benefit plan and may enter into contractual commitments with officers and directors on the closing of our intended acquisition of JBP.

We have no current plans for the purchase or sale of any plant or equipment except in connection with our intended acquisition of JBP.

We have no current plans to make any changes in the number of employees except in connection with our intended acquisition of JBP.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

Critical Accounting Policies

In Note 1 to the audited financial statements for the years ended December 31, 2009 and 2008, included in our Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. We believe that the accounting principles utilized by it conform to accounting principles generally accepted in the United States.

The preparation of financial statements requires our management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate estimates. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

Going Concern

Our auditors expressed an opinion as to the Company’s ability to continue as a going concern as a result of an accumulated deficit of $312,970 as of December 31, 2009, which deficit increased to $369,571 as of September 30, 2010. Our immediate ability to continue as a going concern remains reliant on debt or equity funding from outside sources as revenue generating activities are not in place. Since our independent auditor expressed its opinion, management has completed a private placement in the amount of $767,019 and realized $135,000 from the assignment of rights and obligations under a share exchange agreement. Therefore, we believe that the Company has sufficient resources to continue as a going concern over the next twelve months.

Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this current report, with the exception of historical facts, are forward-looking statements. Forward-looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

· our anticipated financial performance and business plan;

· the sufficiency of existing capital resources;

· our ability to raise additional capital to fund cash requirements for future operations;

· uncertainties related to the Company’s future business prospects;

· our ability to generate revenues from future operations;

· the volatility of the stock market and;

· general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward-looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.

15 Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, formerly SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.

Recent Accounting Pronouncements

Please see Note 9 to our consolidated financial statements for recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended September 30, 2010, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Our operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our securities.

Risks Related to the Company’s Business

We have a history of significant operating losses and such losses may continue in the future.

Since our inception in 1999, our expenses have substantially exceeded our income, resulting in continuing losses and an accumulated deficit of $312,970 at December 31, 2009, which increased to $369,571 at September 30, 2010. During the initial nine months of this year we recorded a net loss of $56,601. We have never realized revenue from operations. Our expectation of future profitability is dependent on our acquisition of JBP and the successful development of ParkVida. Otherwise, our history of losses may continue.

Our current financial resources are insufficient to complete the development of the ParkVida mountain bike resort.

Our future operation is dependent upon the successful development of the ParkVida mountain bike resort. Historically, we have found it difficult to realize financing to complete anticipated business plans. The ParkVida mountain bike resort project will require up to an additional $10,000,000 to completion. Our inability to obtain this additional financing may prevent us from developing our intended business.

We are dependent upon a key person, who would be difficult to replace.

Our continued operation will be largely dependent upon the efforts of Ruairidh Campbell, our sole officer and director. We do not maintain key-person insurance on Mr. Campbell. Our future success also will depend in large part upon the Company’s ability to identify, attract and retain other highly qualified managerial, technical and sales and marketing personnel. Competition for these individuals is intense. The loss of the services of Mr. Campbell, the inability to identify, attract or retain qualified personnel in the future or delays in hiring qualified personnel could make it more difficult for us to maintain our operations and meet key objectives such as the acquisition of a suitable business opportunity.

Risks Related to the Company’s Stock

The market for the Company’s common stock is limited.

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Due to the limitations of our market and volatility in the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

The market price for our common stock is volatile.

The market price for our common stock is volatile and can fluctuate widely in response to various factors, many of which are beyond the Company’s control, including the following:

· the acceptance of services offered by the Company or its competitors;

· additions or departures of key personnel;

· the Company’s ability to execute its business plan;

· operating results that fall below expectations;

· loss of strategic relationships;

· industry developments;

· economic and other external factors; and

· period-to-period fluctuations in the Company’s financial results.

Furthermore, the securities markets in general have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of any particular company. These overall market fluctuations could also adversely affect the market price for our common stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the Commission’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules, the FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses will continue to negatively impact our financial performance.

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, has substantially increased our expenses and made some activities more time-consuming and costly than previously, which expenses continue to negatively impact our financial performance.

Our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

Our shareholders may face significant restrictions on their stock.

Our common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 30, 2010 the Company authorized the issuance of 1,000,000 shares of common stock to Mark Smith in exchange for $50,000 at $0.05 per share, pursuant to the exemptions provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”).

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering; (2) there was one offeree; (3) the offeree represented an intention not to resell the stock; (4) there have been no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the discussions that lead to the issuance of the stock took place directly between the offeree and the Company.

Regulation S of the Securities Act provides generally that any offer or sale that occurs outside of the United States is exempt from the registration , as long as certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the foregoing (the “resale safe harbor”). An offer, sale or resale of securities that satisfies all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S.

The Company complied with the exemption requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares only to an offeree who was outside the United States at the time of the offering, and ensuring that the person to whom the common shares were issued and authorized was a non-U.S. persons with an address in a foreign country.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

Removed and reserved.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 22 of this Form 10‑Q, and are incorporated herein by this reference.

SIGNATURES

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

Montana Mining Corp. Date

/s/ Ruairidh Campbell November 11, 2010

Ruairidh Campbell

Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director

EXHIBITS

Exhibit Description

3(i)(a)* Articles of Incorporation of the Company, formerly known as Aswan Investments, Inc. (incorporated herein by reference from Exhibit 3(i) of the Company’s Form 10-SB as filed with the Commission on February 3, 2000).

3(i)(b)* Amendment to Articles of Incorporation filed with the State of Nevada on August 5, 2002 (incorporated herein by reference from Exhibit 3(i)(b) of the Company’s Form 8-K as filed with the Commission on August 15, 2002).

3(i)(c)* Amendment to Articles of Incorporation filed with the State of Nevada on October 12, 2004 (incorporated herein by reference from Exhibit 3(i)(c) of the Company’s Form 10-QSB as filed with the Commission on November 8, 2004).

3(ii)* By-laws of the Company adopted on December 10, 1999 formerly known as Aswan Investments, Inc. (incorporated herein by reference from Exhibit 3(i) of the Company's Form 10-SB as filed with the Commission on February 3, 2000).

10(i)* LA Boxing Franchise Agreement dated March 7, 2008 (incorporated herein by reference from Exhibit 10 of the Company's Form 8-K as filed with the Commission on March 21, 2008).

10(ii)* PWS Share Exchange Agreement dated November 20, 2008 (incorporated herein by reference from Exhibit 10 of the Company’s Form 8-K as filed with the Commission on December 3, 2008).

10(iii)* Amendment to PWS Share Exchange Agreement dated February 2, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 8-K as filed with the Commission on March 3, 2009).

10(iv)* Amendment to PWS Share Exchange Agreement dated July 9, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 8-K as filed with the Commission on July 14, 2009).

10(v)* Amendment to PWS Share Exchange Agreement dated July 22, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-Q as filed with the Commission on August 5, 2009).

10(vi)* Assignment Agreement dated August 26, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 8-K as filed with the Commission on August 31, 2009).

10(vii) Extension to Assignment Agreement dated November 29, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-K as filed with the Commission on April 13, 2010).

10(viii) Amendment to PWS Share Exchange Agreement dated December 10, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-K as filed with the Commission on April 13, 2010).

10(ix) Amendment to PWS Share Exchange Agreement dated March 31, 2010 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-K as filed with the Commission on April 13, 2010).

10(x) Extension to Assignment Agreement dated March 31, 2010 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-K as filed with the Commission on April 13, 2010).

14* Code of Ethics adopted April 14, 2004 (incorporated herein by reference from Exhibit 14 of the Company’s Form 10-KSB/A filed with the Commission on April 16, 2004).

21* Subsidiaries of the Company (incorporated herein by reference from Exhibit 21 of the Company’s Form 10-K filed with the Commission on April 11, 2008).

31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

* Incorporated by reference from previous filings of the Company.

MONTANA MINING CORP 10-Q