**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                 FORM 10-Q**

*(Mark One)*

þ     Quarterly reportpursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended**September****30****, 2008**.

o     Transition reportpursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period fromto.

Commission file number:**000-29321**

**MONTANA MINING CORP.**

(Exact name ofregistrantas 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 changes since last report)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated fileroAccelerated fileroNon-accelerated fileroSmaller reporting companyþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):YesþNoo

At November 10, 2008, the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was7,146,318.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Condensed Consolidated Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007   4   Unaudited Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2008 and September 30, 2007 and the period from inception   5   Unaudited Condensed Consolidated Statements of Cash Flows for the nine month periods ended September, 2008 and September 30, 2007 and the period from inception  6   Notes to Unaudited Condensed Consolidated Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  10  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  15  **ITEM 4T.  Controls and Procedures**  15                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  16  **ITEM 1A.  Risk Factors**  16  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  18  **ITEM 3.     Defaults upon Senior Securities**  18  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  18  **ITEM 5.     Other Information**  19  **ITEM 6.     Exhibits**  19  **Signatures**  20 **Index to Exhibits**  21 **

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein,the terms “Company,” “we,”“our,” “us,” “it,” and “its”refer toMontana Mining Corp., a Nevada corporation, unless otherwise        indicated.In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Qreflect 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.

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| MONTANA MINING CORP.                                  |
|-------------------------------------------------------|
| (A Development Stage Company)                         |
| CONDENSED CONSOLIDATED BALANCE SHEETS                 |
|                                                  |   |   |   |   |
|                                                  |   |   |   |   |
|                                                  |   | September 30, |   | December 31, |
|                                                  |   | 2008 |   | 2007 |
| ASSETS                                                |   | (Unaudited) |   | (Audited) |
|                                                  |   |   |   |   |
| Current assets:                                       |   |   |   |   |
| Cash                                                  | $ | 361 |   | 318 |
|                                                  |   |   |   |   |
| Total current assets                                  | $ | 361 |   | 318 |
|                                                  |   |   |   |   |
|                                                  |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                 |   |   |   |   |
|                                                  |   |   |   |   |
| Current liabilities:                                  |   |   |   |   |
| Accounts payable                                      | $ | 11,374 |   | 3,873 |
| Accounts payable - related party                      |   | 27,969 |   | 10,000 |
| Related party interest payable                        |   | 4 |   | 4,210 |
| Notes payable - related party                         |   | 1,185 |   | 45,155 |
|                                                  |   |   |   |   |
| Total current liabilities                             |   | 40,532 |   | 63,238 |
|                                                  |   |   |   |   |
| Commitments                                           |   |   |   |   |
|                                                  |   |   |   |   |
| Stockholders' 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, 7,146,318 and 6,312,900 shares issued and |   |   |   |   |
| outstanding, respectively                             |   | 7,146 |   | 6,313 |
| Additional paid-in capital                            |   | 185,578 |   | 103,069 |
| Deficit accumulated during the development stage      |   | (232,895) |   | (172,302) |
|                                                  |   |   |   |   |
| Total stockholders' deficit                           |   | (40,171) |   | (62,920) |
|                                                  |   |   |   |   |
| Total liabilities and stockholders' deficit           | $ | 361 |   | 318 |

The accompanying notes are an integral part of these financial statements

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| MONTANA MINING CORP.                                    |
|---------------------------------------------------------|
| (A Development Stage Company)                           |
| UNAUDITEDCONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS |
|                                                    |   |   |   |   |   |   |   |   |   |   |
|                                                    |   |   |   |   |   |   |   |   |   |   |
|                                                    |   | Three Months Ended |   | Nine Months Ended |   |   |
|                                                    |   | September 30, |   | September 30, |   | Cumulative |
|                                                    |   | 2008 |   | 2007 |   | 2008 |   | 2007 |   | Amounts |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| Revenue                                                 | $ | - |   | - |   | - |   | - |   | - |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| General and administrative costs                        |   | 9,206 |   | 4,910 |   | 32,397 |   | 17,378 |   | 200,489 |
| Impairment of franchise agreement                       |   | - |   | - |   | 25,000 |   | - |   | 25,000 |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| Loss from operations                                    |   | (9,206) |   | (4,910) |   | (57,397) |   | (17,378) |   | (225,489) |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| Interest expense                                        |   | 19 |   | 882 |   | 3,196 |   | 2,221 |   | 7,406 |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| Loss before income taxes                                |   | (9,225) |   | (5,792) |   | (60,593) |   | (19,599) |   | (232,895) |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| Provision for income taxes                              |   | - |   | - |   | - |   | - |   | - |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                | $ | (9,225) |   | (5,792) |   | (60,593) |   | (19,599) |   | (232,895) |
|                                                    |   |   |   |   |   |   |   |   |   |   |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| Loss per common share -                                 |   |   |   |   |   |   |   |   |   |   |
| basic and diluted                                       | $ | - |   | - |   | (0.01) |   | - |   |   |
|                                                    |   |   |   |   |   |   |   |   |   |   |
| Weighted average common shares -                        |   |   |   |   |   |   |   |   |   |   |
| basic and diluted                                       |   | 6,439,724 |   | 6,312,900 |   | 6,355,483 |   | 6,312,900 |   |   |

The accompanying notes are an integral part of these financial statements

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| MONTANA MINING CORP.                                    |
|---------------------------------------------------------|
| (A Development Stage Company)                           |
| UNAUDITEDCONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS |
|                                                    |   | Nine Months Ended |   |   |
|                                                    |   | September 30, |   | Cumulative |
|                                                    |   | 2008 |   | 2007 |   | Amounts |
| Cash flows from operating activities:                   |   |   |   |   |   |   |
| Net loss                                                | $ | (60,593) |   | (19,599) |   | (232,895) |
| Adjustments to reconcile net loss to net cash           |   |   |   |   |   |   |
| used in operating activities:                           |   |   |   |   |   |   |
| Stock compensation expense                              |   | - |   | - |   | 5,007 |
| Impairment of franchise agreement                       |   | 25,000 |   | - |   | 25,000 |
| Increase in:                                            |   |   |   |   |   |   |
| Accounts payable                                        |   | 7,501 |   | 92 |   | 11,374 |
| Related party interest payable                          |   | 3,196 |   | - |   | 7,406 |
| Related party payables                                  |   | 17,969 |   | - |   | 17,969 |
|                                                    |   |   |   |   |   |   |
| Net cash used in operating activities                   |   | (6,927) |   | (19,507) |   | (166,139) |
|                                                    |   |   |   |   |   |   |
| Cash flows from investing activities:                   |   |   |   |   |   |   |
| Purchase of franchise agreement                         |   | (25,000) |   | - |   | (25,000) |
|                                                    |   |   |   |   |   |   |
| Net cash used in investing activities                   |   | (25,000) |   | - |   | (25,000) |
|                                                    |   |   |   |   |   |   |
| Cash flows from financing activities:                   |   |   |   |   |   |   |
| Increase in notes payable–related party           |   | 31,970 |   | 15,171 |   | 87,125 |
| Decrease in stock subscription receivable               |   | - |   | - |   | 465 |
| Issuance of common stock                                |   | - |   | - |   | 103,910 |
|                                                    |   |   |   |   |   |   |
| Net cash provided by financing activities               |   | 31,970 |   | 15,171 |   | 191,500 |
|                                                    |   |   |   |   |   |   |
| Net increase (decrease) in cash                         |   | 43 |   | (4,336) |   | 361 |
|                                                    |   |   |   |   |   |   |
| Cash, beginning of period                               |   | 318 |   | 5,407 |   | - |
|                                                    |   |   |   |   |   |   |
| Cash, end of period                                     | $ | 361 |   | 1,071 |   | 361 |

The accompanying notes are an integral part of these financial statements

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MONTANA MINING CORP.        (A Development Stage Company)        NOTES TO UNAUDITEDCONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

**Note 1 – Basis of Presentation**

The accompanying unauditedcondensed consolidatedfinancial 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,        beread in conjunction with the Company’s Form 10-K for the year ended December 31, 2007, 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 operationsare not necessarily indicative of the results to be expected for the full year ended December 31,        2008.

**Reclassification**

The financial statements for periods prior to September 30, 2008 have been reclassified to conform to the headings and classifications used in the September 30, 2008 financial statements.

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, 2007, filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by        reference.         

Note 3 – Going Concern

As of September 30, 2008, 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 is currently in the process of identifying a suitable business opportunity pursuant to acquisition or merger. Management believes that the identification of a suitable business opportunity will require additional funds through debt and/or equity financing. However, there can be no assurance that management will be successful in identifying a suitable business opportunity or that funds will be available to the Company on terms acceptable to the Company to complete an        acquisition or merger.

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MONTANA MINING CORP.        (A Development Stage Company)        NOTES TO UNAUDITEDCONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

Note 4 – Related Party Payables

Notes payable - related party consists of the following:         

                                                                                                       September 30,     December 31,

                                                                                                              2008                  2007                                                                                                                  (Unaudited)     (Audited)

     Short-term notes payable to shareholders of the             Company. The notes include interest at 10%,             are due on demand, and unsecured. Accrued

     interest at September 30, 2008 and December             31, 2007 was $4 and $4,210, respectively.                                    $     985          44,955

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

     unsecured.                                                                                              200              200

                                                                                                          $     1,185         45,155

Accounts payable - related party consists of the following:         

                                                                                                      September 30,     December 31,

                                                                                                            2008                   2007                                                                                                                 (Unaudited)     (Audited)

     Payable to an officer and shareholder of the             Company for consulting services. The payable             is non-interest bearing, due on demand, and

     unsecured.                                                                                 $     19,000          10,000

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

     unsecured.                                                                                           8,969             -     

                                                                                                       $     27,969          10,000

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MONTANA MINING CORP.        (A Development Stage Company)        NOTES TO UNAUDITEDCONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

Note 5 – Franchise Agreement         In February 2008, the Company formed Fitness USA, Inc. (“Fitness USA”) as a wholly owned subsidiary for the purpose of entering into a new line of business. On March 7, 2008 the Company, through Fitness USA, entered into an LA Boxing Franchise Agreement (the “Agreement”) with LA Boxing Franchise Corporation (“LA Boxing”) to acquire an exclusive franchise to open an LA Boxing gym in the Beverly Hills/Brentwood area of Los        Angeles, California.                 The Company has since abandoned any intention of opening an LA Boxing gym location due to its inability to secure financing, which decision caused management to impair the value of the LA Boxing Franchise Agreement.

Note 6 – Supplemental Cash Flow Information         During the nine months ended September 30, 2008, the Company issued 833,418 shares of common stock in exchange for a reduction of related party payables of $75,940 and a reduction of related party interest payable of $7,402.                  

Note 7 – Subsequent Event

On October 23, 2008, the Company signed a letter of intentto acquire Produced Water Solutions, Inc. (PWS) as a wholly owned subsidiary. PWS is a private company, headquartered in Sylvan Lake, Alberta. PWS has conducted primary and secondary research, testing and development into the processing        of produced water in the oil and gas fields to achieve potable or reusable water standards and has developed and manufactured a processing system that will provide an alternative to conventional produced water deep disposal.         

Subject to the terms and conditions set forth in the letter of intent, the shareholders of PWS intend to exchange all of their PWS securities for 6,000,000 new shares of the Company’s common stock. The letter of intent is not binding and a definitive share exchange agreement has not been finalized.

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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 thisquarterly reportcontain        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.Informationpresented herein is        based on thethreeand ninemonthperiodsendedSeptember30, 2008and the period since inception to September30, 2008.Our fiscal year end is December 31.

**Discussion and Analysis**

On October 23, 2008, the Company signed a letter of intentto acquire Produced Water Solutions, Inc. (PWS) as a wholly owned subsidiary.PWSis a privatecompanybased in Sylvan Lake, Canadawhosepurpose is to become the premier provider of oilfield produced water treatment systems in North America.PWS’ proprietary process converts high volumes ofoiland gas producedwaterinto potable waterusing a unit that can be easily moved from well to well. The process effectively reduces the traditional costs of disposing field water either down disposal wells or off site while simultaneously meeting the needto reuse and        recycle an increasing valuable resource:water.The Company and PWS are yet to enter into a definitive share exchange agreement.

Should the Company not acquire PWS itsplanof operation over the next twelve months will betoidentify and acquire an alternativebusinessopportunity. We would notlimit our options to any particular industry, but wouldevaluate each opportunity on its merits.

On February 5, 2008,the Companyenteredinto anLA Boxing Franchise Agreementwith LA Boxing Franchise Corporation (“LA Boxing”) in order to become an        LA Boxingfranchisee. The agreement grantedthe exclusive right to operate one LA Boxing location in the Beverly Hills/Brentwood area of Los Angeles, California in exchange forcertain fees, development costs, royalties and advertising commitments. The Companypaidthe initial franchise fee but was unable        to procure thefinancingrequisiteto openingan LA Boxing franchise.Management has since decided to abandon any intention of opening an LA Boxing location and has impaired in full the value of the LA Boxing Franchise Agreement.

**Results of Operations**

 

During theninemonth period endedSeptember30, 2008, theCompany’s operationsconsisted of (i)satisfying continuouspublic disclosure requirements, (ii)seeking to identify prospective business opportunities, (iii) performing due diligencewith respect to LA Boxingand PWS, (iv) entering into an agreement with LA Boxing;(v) attempting to procure financing requisite to the agreement with LA Boxing(vi) abandoning the terms and conditions of the LA Boxing Agreement, and (vii)entering into a letter of intent to acquire PWS.

The Company has been funded since inception from equity placementsandbyshareholders in the form of loans.All of the capital raised to date has been allocatedto option or franchise fees, exploration expenses,andgeneral and administrative costs.

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***Net Loss***

For the period from December 7, 1999, toSeptember30, 2008, the Companyrecorded an operating loss of $232,895.Net losses for the three month period ended September 30, 2008 were $9,225 as compared        to $5,792for the three months ended September30, 2007. Net losses for the nine month period ended September 30, 2008 were $60,593 as compared to $19,599 for the ninemonths endedSeptember30, 2007.The increase in the Company’s net losses over the comparative        three and ninemonth periods can be attributed both to the franchise fee incurred in connection with LA Boxing and consulting fees related to the preparation of disclosure documentation.The Company’scumulativeoperating loss iscomprised ofan option agreement        for certain exploration rights now forfeited, the agreement with LA Boxing now impairedandgeneral and administrative expenses. General and administrative costsinclude offering expenses, accounting costs,consulting fees,miningexplorationexpenses,costs associated with test results,andcosts directly related to ourdefunctexploration program.         

We did not generateany revenue during this period and expect to continue to incur losses over the next twelve months.

***Capital Expenditures***

The Company expended no amounts on capital expenditures for the period from December 7, 1999, to September30, 2008.

***Income Tax Expense (Benefit)***

TheCompanyhas a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that will offset any future operating profit.

***Impact of Inflation***

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

***Liquidity and Capital Resources***

The Company had current and total assets of $361asof September30, 2008,consisting solelyof cash on hand. Net stockholders' deficitin the        Company was$40,171atSeptember30, 2008. The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources,and stockholders’ deficit.

Cash flow used in operating activities was $166,139for the period from December 7, 1999, toSeptember30, 2008.Cash flowused in operating activitiesforthe nine month period ended September30, 2008 decreasedto $6,927 as compared to $19,507for the nine month period ended September 30, 2007. The decrease in cash flows used in operating activities over the comparative ninemonth periods can be attributed to the        impairment related to the franchise agreement and increases in payables. The Company’s cumulative cash flow used in operating activitieswas used on accounting, administration, consulting,exploration expensesand a franchise fee.                 We expect to continue to use cash flow in operating activities until such time as the Company acquires or develops a net revenue producing business opportunity.         

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Cash flow providedfrom financing activities was $191,500for the period from December 7, 1999, toSeptember30, 2008.Cash flow provided byfinancing activities for the nine months ended September30, 2008increased to $31,970 as compared to $15,171 for the nine months ended September30, 2007. The increase in cash flow provided from financing activities over the comparative ninemonth periods can be attributed to a series of shareholder loans to        the Company. The Company’s cumulative financing activities have consisted of sales of the Company’s common stockas well asrelated and non-related party loans.         

We expect to continue to use cash flow provided by financing activities to maintain our current operations in the form of additional shareholder loans or equity placements.

Cash flow used in investing activities was $25,000 for the period from December 7,1999, to September30, 2008.Cash flow used ininvesting activities for the nine months ended September30, 2008 increased to $25,000 as compared to $0 for the nine months ended September30, 2007. The increase in cash flow used in investing activities over the comparative ninemonth periods and over the cumulative period can be attributed to the franchise fee paid to LA Boxing.

We do expect to use cash flow in investing activities in connection with any future development or acquisition of a business opportunity.

The Company’s current assets areinsufficient to conduct its plan of operation over the next twelve (12) months. We willhave toseekat least $50,000 indebt or equity        financingover the next twelve monthsto fundour continuedcorporateoperations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given thata funding is available. The        Company’s shareholders arethe most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and the Company has no agreement formal or otherwise. The Company’sinability to obtain funding willhave a material adverseaffect on its search for suitable        business opportunities.

The Company does not intend to pay cash dividendsin the foreseeable future.         The Companyhad no lines of credit or other bank financing arrangements as of September30, 2008.         The Company had no commitments for future capital expenditures that were material at September30, 2008.         The Companyhas no defined benefit plan or contractual commitment with any of its officers or directors.

The Companyhas no current plans for the purchase or sale of any plant or equipment.

The Companyhas no current plans to make any changes in the number of employees.

***Off-******Balance Sheet Arrangements***

As ofSeptember30, 2008, 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 is material to stockholders.

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***Critical Accounting Policies***

In Note 1 to the audited financial statements for the years ended December 31, 2007 and 2006, included inourForm 10-K, the Company discusses those accounting policies that are considered to be significant        in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States.                 The preparation of financial statements requires Company 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, the Company evaluates estimates. The Company bases its 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***

The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going concern as a result of an accumulated deficit of $172,302 as of December 31, 2007,whichdeficitincreased to $232,895 as of        September30, 2008. The Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes: (i) obtaining funding from private placement sourcesin the form of debt or equity financing; (ii) identifying and acquiring a        suitable business opportunity that does or will produce net revenue to fund operations;and(iii) obtaining loans and grants from financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

 

******

***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. |
|--|----------------------------------------|------------------------------|

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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.         

***Stock-Based Compensation***

On January 1, 2006, we adopted 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. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under        Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified        prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first        day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.Prior to the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We        applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options isequal to the market price of the underlying stock on the date        of the grant, no compensation expense isrecognized.         The Company has no outstanding stock options or related stock option expense.

**We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. 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 as defined by EITF 96-18.**

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***Recent Accounting Pronouncements***

In May 2008, the FASB issued SFAS 162 which identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States        (the GAAP hierarchy). We are currently reviewing the effect, if any, that the adoption of this statement will have on our financial statements.                 In May 2008, the FASB issued SFAS 163 which clarifies how SFAS 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. We are currently reviewing the effect, if any, that the adoption of this statement will have on our financial statements.

In March 2008, the FASB issued SFAS 161 which amends and expands the disclosure requirements of SFAS 133 to provide an enhanced understanding of an entity’s use of derivative instruments, how they are accounted for under SFAS 133 and their effect on the entity’s financial position, financial performance and cash flows. The provisions        of SFAS 161 are effective for the period beginning after November 15, 2008.We arecurrently reviewing the effect, if any, that the adoption of this statement will have on our financial statements.

**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, ofthe 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 thatevaluation, the Company’s management concluded, as of the end of the period coveredby this report, that the Company’s disclosure controls and procedures wereeffectivein        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 theperiodendedSeptember 30, 2008, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS         **

None.

**ITEM 1****A****.****     RISK FACTORS         **

Ourfuture operating results are highly uncertain. Before deciding toinvest in us or to maintain or increase your investment, you should carefullyconsider the risks described below, in addition to the other informationcontained in this quarterlyreport. If any of these risks actually occur, ourbusiness, financial condition or results of operations could be seriouslyharmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

**Risks Related t****o****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 exceededour income, resulting in continuing losses and an accumulated deficit of$172,302 at December 31, 2007which increased to $232,895 as of September30, 2008. The Company has never realized revenue from operations. Our only expectation ofprofitabilityis dependent on the future results of operationfrom our development or acquisition ofasuitablerevenueproducing business opportunity.

***The Company’s limited financial resources cast severe doubt on our ability to******pursue our business plan or to******acquire a profitable business opportunity.***

The Company’s future operation is dependent upon the development or acquisition of aprofitable business opportunity. We found it impossibleto realizethefinancing needed for opening our LA        Boxing franchise locationand cannot becertain that any otherfinancingrequired by our prospective transaction with PWSwill be forthcoming. Our inability to finance our operation sufficientlywill prevent us from developing anybusiness and may act as a deterrent in any future negotiations with potentialacquisition candidates. Should the Company be unable toacquire ordevelop a profitable business opportunity in the near term, it will, in all likelihood, be forced to cease operations.

***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 ofthe services of Mr. Campbell, the inability to identify, attract orretain 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.

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**Risks Related t****o****the Company****’s****Stock**

***The market for our stock is limited and our stock price may be volatile.***

        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. Because of the limitations of our market and volatility of 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.         

***We may incur significant expenses as a result of being quoted on the Over the Counter Bulletin Board, which may negatively impact our financial performance.***

Weincur significant legal, accounting and other expenses as aresult of being listed on the Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission hasrequired changes in        corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which        would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.

***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 ofthe Sarbanes-Oxley Act of 2002wearerequired to furnish a report by our management on our internal controls over financial reporting. Such reportmustcontain, 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 tocontinue toassert that our internal controls are effective, ourinvestors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

***The Company requires immediate capital funding.***

The Companyrequires financing, either throughequity offerings or debt placements, inorder tomeet working capital requirements.Any new financing may result in        a significant dilution forourcurrentshareholders. Further, ourability to meet short-term and long-term financial commitments is dependent on the realization of financing in the immediate future.Unless the Company can meet its financial obligations it will likely be forced to cease        operations.

***The Company******’s shareholders may face significant restrictions on******their stock.***

The Company’sstock differs from many stocks in that it is a“penny stock.”The Commission has adopted a number of rules to regulate“penny stocks”including, but not limited to, those rules from theSecuritiesActas follows:

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3a51-1     which defines penny stockas, generally speaking,those securitieswhichare not listed on either NASDAQ or a national securities exchange and are priced under $5,        excludingsecurities of issuers that have net tangible assets greater than $2 million if they have been in operation at least three years,greater than $5 million if in operation less than three years, oraverage revenue of at least $6 million for the last three years;

15g-1     which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

15g-2     which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3     which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

15g-4     which explains that compensation of broker/dealers must be disclosed;

15g-5     which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6     which outlines that broker/dealers must send out monthly account statements; and

15g-9     which defines sales practice requirements.

 

Sincethe Company’ssecurities constitute a“penny stock”within the meaning of the rules, the rules would apply tous and oursecurities.Because these rules provide regulatory burdens upon broker-dealers, theymay affect the ability ofshareholdersto sell their securities in any market that may develop; the rules themselves maylimitthemarket for penny stocks.Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the        dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all. Shareholders should be aware that,according to Commission Release No. 34-29093datedApril 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These        patternsinclude:

|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | “boiler room”practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------|

|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**     **

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

None.

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES**

None.         

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

None.         

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**ITEM 5.     OTHER INFORMATION         **

None.

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-Kare listed inthe Index to Exhibits on page21of this Form 10-Q, and are incorporated herein by this        reference.

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**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******.******     ***

/s/ Ruairidh Campbell                              November 12, 2008

Ruairidh Campbell                         

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

                    

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**EXHIBITS**

***Exhibit     Description***

3(i)(a)*     Articles of Incorporation of the Company, formerly known as Aswan Investments, Inc. (incorporated herein by reference from Exhibit No. 3(i) of the Company’s Form 10-SB as filed with theCommissionon 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 No. 3(i)(b) of the Company’s Form 8-K as filed with theCommissionon 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 No. 3(i)(c) of the Company’s Form 10-QSB as filed with the Commissionon 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 No. 3(i) of the Company's Form 10-SB as filed with theCommissionon February 3, 2000).

10*     LA Boxing Franchise Agreement dated March 7, 2008(incorporated herein by reference from Exhibit No.10of the Company's Form8-Kas filed with theCommissiononMarch 21, 2008).

     

14*     Code of Ethics adopted April 14, 2004 (incorporated herein by referencetothe Company’s Form 10-KSB/A filed with theCommissionon April 16, 2004).

21*     Subsidiaries of the Company(incorporated herein by referencetothe Company’s Form 10-K filed with theCommissionon        April 11, 2008).

31Attached     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.

32AttachedCertification 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.

*     Incorporated by reference from previous filings of the Company.

     

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