**SECURITIES AND        EXCHANGE COMMISSION        Washington, D.C. 20549**

**FORM        10-QSB**

*(Mark        One)*

[**X**        ]     Quarterly report under Section 13 or 15(d) of the Securities        Exchange Act of 1934 for the quarterly period ended **June 30, 2007**.

[  ]             Transition report under 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 small business issuer as specified in its charter)

| **NEVADA**                        (State or other jurisdiction of incorporation or organization) | **87-0643635**                        (IRS Employer Identification Number) |
|--------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|

**1403 East 900        South, Salt Lake City, Utah 84105**        (Address of Principal Executive        Office)          (Zip Code)

**(801)        582-9609**        (Issuer’s telephone number)

Check whether the registrant: (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.

Yes            **X**                     No                    

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

Yes            **X**                     No                    

The number of outstanding shares of        the registrant’s common stock, $0.001 par value (the only class of voting stock), as        of July 20 2007 was 6,312,900.

**            1        **

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**TABLE OF CONTENTS**

|                                 |                                                                                  |                                                                                                                                                                                                                        |   |     |   |   |
|--------------------------------------|---------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|--------|
|                                 |                                                                                  |                                                                                                                                                                                                                        |   | **Page** |
|                                 |                                                                                  |                                                                                                                                                                                                                        |   |          |
| **PART I.**                          |                                                                                  |                                                                                                                                                                                                                        |   |     |
|                                 | **ITEM 1. FINANCIAL                STATEMENTS**                                  |                                                                                                                                                                                                                        |   | 3        |   |
|                                 |                                                                                  | Unaudited Balance Sheet as of June 30,                        2007                                                                                                                                                     |   |     | 4      |   |
|                                 |                                                                                  | Unaudited  Statement of Operations                        for the three and six month periods  ended June 30, 2007 and 2006                        and the period from inception to June 30, 2007  |   |     | 5      |   |
|                                 |                                                                                  | Unaudited Statement of Cash Flows for the six                        months ended June 30, 2007 and 2006 and the period from inception to June                        30, 2007                                         |   |     | 6      |   |
|                                 |                                                                                  | Notes to the Unaudited Financial                        Statements                                                                                                                                                          |   |     | 7      |   |
|                                 |                                                                                  |                                                                                                                                                                                                                             |   |     |        |   |
|                                 |                                                                                  |                                                                                                                                                                                                                             |   |     |        |   |
|                                 |                                                                                  |                                                                                                                                                                                                                             |   |     |        |   |
|                                 | **ITEM 2. MANAGEMENT'S PLAN OF                        OPERATION**                |                                                                                                                                                                                                                        |   | 8        |   |
|                                 | **ITEM 3. CONTROLS                AND PROCEDURES**                               |                                                                                                                                                                                                                        |   | 13       |   |
| **PART II.**                         |                                                                                  |                                                                                                                                                                                                                        |   |     |
|                                 | **ITEM 1. LEGAL                PROCEEDINGS**                                     |                                                                                                                                                                                                                        |   | 13       |   |
|                                 | **ITEM 2.                UNREGISTERED SALES OF EQUITY SECURITIES**               |                                                                                                                                                                                                                        |   | 13       |   |
|                                 | **ITEM 3. DEFAULTS                UPON SENIOR SECURITIES**                       |                                                                                                                                                                                                                        |   | 13       |   |
|                                 | **ITEM 4.                SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS** |                                                                                                                                                                                                                        |   | 13       |   |
|                                 | **ITEM 5. OTHER                INFORMATION**                                     |                                                                                                                                                                                                                        |   | 13       |   |
|                                 | **ITEM 6.                EXHIBITS**                                              |                                                                                                                                                                                                                        |   | 13       |   |
|                                 | **SIGNATURES**                                                                        |                                                                                                                                                                                                                        |   | 14       |   |
| **INDEX TO                EXHIBITS** |                                                                                  |                                                                                                                                                                                                                        | 15     |     |

**            2        **

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**PART        I**

 

| **ITEM 1.** | **FINANCIAL STATEMENTS** |
|-------------|--------------------------|

 

As used        herein, the terms “Company,” “we,” “our”, and        “us”, 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-QSB 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

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| MONTANA MINING CORP.                                                      |
|---------------------------------------------------------------------------|
| (A Development Stage Company)                                             |
| BALANCE SHEETS                                                            |
|                                                                      |   |   |   |   |
|                                                                      |   |   |   |   |
|                                                                      |   | June 30, |   | December 31, |
|                                                                      |   | 2007 |   | 2006 |
| ASSETS                                                                    |   | (Unaudited) |   | (Audited) |
|                                                                      |   |   |   |   |
| Current assets:                                                           |   |   |   |   |
| Cash                                                                      | $ | 3,941 |   | 5,407 |
|                                                                      |   |   |   |   |
| Total current assets                                                      | $ | 3,941 |   | 5,407 |
|                                                                      |   |   |   |   |
|                                                                      |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                                     |   |   |   |   |
|                                                                      |   |   |   |   |
| Current liabilities:                                                      |   |   |   |   |
| Accounts payable                                                          | $ | 6,651 |   | 5,649 |
| Related party payables                                                    |   | 47,503 |   | 36,164 |
|                                                                      |   |   |   |   |
| Total current liabilities                                                 |   | 54,154 |   | 41,813 |
|                                                                      |   |   |   |   |
| 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 and                            |   |   |   |   |
| 6,312,900 shares issued and outstanding                                   |   | 6,313 |   | 6,313 |
| Additional paid-in capital                                                |   | 103,069 |   | 103,069 |
| Deficit accumulated during the development stage                          |   | (159,595) |   | (145,788) |
|                                                                      |   |   |   |   |
| Total stockholders' deficit                                               |   | (50,213) |   | (36,406) |
|                                                                      |   |   |   |   |
| Total liabilities and stockholders' deficit                               | $ | 3,941 |   | 5,407 |

 

The        accompanying notes are an integral part of these financial statements

 

4

 

 

 

 

 

 

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| MONTANA MINING CORP.                                                |
|---------------------------------------------------------------------|
| (A Development Stage Company)                                       |
| UNAUDITED CONDENSED STATEMENTS OF                        OPERATIONS |
|                                                                |   |   |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |
|                                                                |   | Three Months Ended |   | Six Months Ended |   |   |
|                                                                |   | June 30, |   | June 30, |   | Cumulative |
|                                                                |   | 2007 |   | 2006 |   | 2007 |   | 2006 |   | Amounts |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Revenue                                                             | $ | - |   | - |   | - |   | - |   | - |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| General and administrative costs                                    |   | 4,825 |   | 6,021 |   | 12,468 |   | 13,237 |   | 157,272 |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Loss from operations                                                |   | (4,825) |   | (6,021) |   | (12,468) |   | (13,237) |   | 157,272) |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Interest expense                                                    |   | 723 |   | - |   | 1,339 |   | - |   | 2,323 |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Loss before income taxes                                            |   |  

(5,548) |   |  

(6,021) |   |  

(13,807) |   |  

(13,237) |   |  

(159,595) |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Provision for income taxes                                          |   | - |   | - |   | - |   | - |   | - |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                            | $ |  

(5,548) |   |  

(6,021) |   |  

(13,807) |   |  

(13,237) |   |  

(159,595) |
|                                                                |   |   |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Loss per common share                                               |   |   |   |   |   |   |   |   |   |   |
| - basic and diluted                                                 | $ | - |   | - |   | - |   | - |   |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Weighted average common shares                                      |   |   |   |   |   |   |   |   |   |   |
| - basic and diluted                                                 |   | 6,313,000 |   | 6,313,000 |   | 6,313,000 |   | 6,313,000 |   |   |

         

 

The        accompanying notes are an integral part of these financial statements

 

5

 

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| MONTANA MINING CORP.                                      |
|-----------------------------------------------------------|
| (A Development Stage Company)                             |
| UNAUDITED STATEMENTS OF CASH                        FLOWS |
|                                                      |   |   |   |   |   |   |
|                                                      |   |   |   |   |   |   |
|                                                      |   | Six Months Ended |   |   |
|                                                      |   | June 30, |   | Cumulative |
|                                                      |   | 2007 |   | 2006 |   | Amounts |
| Cash flows from operating activities:                     |   |   |   |   |   |   |
| Net loss                                                  | $ |  

(13,807) |   |  

(13,237) |   |  

(159,595) |
| Adjustments to reconcile net loss to net cash             |   |   |   |   |   |   |
| used in operating activities:                             |   |   |   |   |   |   |
| Stock compensation expense                                |   | - |   | - |   | 5,007 |
| Increase in accounts payable                              |   |  

1,002 |   |  

1,024 |   |  

6,651 |
|                                                      |   |   |   |   |   |   |
| Net cash used in operating activities                     |   |  

(12,805) |   |  

(12,213) |   |  

(147,937) |
|                                                      |   |   |   |   |   |   |
|                                                      |   |   |   |   |   |   |
| Cash flows from investing activities:                     |   | - |   | - |   | - |
|                                                      |   |   |   |   |   |   |
|                                                      |   |   |   |   |   |   |
| Cash flows from financing activities:                     |   |   |   |   |   |   |
| Increase in related party payables                        |   |  

11,339 |   |  

13,950 |   |  

47,503 |
| Decrease in stock subscription receivable                 |   | - |   | - |   | 465 |
| Issuance of common stock                                  |   | - |   | - |   | 103,910 |
|                                                      |   |   |   |   |   |   |
| Net cash provided by financing activities                 |   |  

11,339 |   |  

13,950 |   |  

151,878 |
|                                                      |   |   |   |   |   |   |
|                                                      |   |   |   |   |   |   |
| Net increase (decrease) in cash                           |   |  

(1,466) |   |  

1,737 |   |  

3,941 |
|                                                      |   |   |   |   |   |   |
| Cash, beginning of period                                 |   |  

5,407 |   |  

73 |   |  

- |
|                                                      |   |   |   |   |   |   |
| Cash, end of period                                       | $ |  

3,941 |   |  

1,810 |   |  

3,941 |

 

 

 

 

 

The        accompanying notes are an integral part of these financial statements

 

6

 

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MONTANA MINING CORP.

(A        Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30,        2007

 

Note 1 -        Basis of Presentation

 

The        accompanying unaudited condensed financial statements have been prepared by management in        accordance with the instructions in Form 10-QSB 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-KSB for the year ended        December 31, 2006, 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, 2007.

 

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-KSB for the year ended December 31, 2006, filed with the Securities        and Exchange Commission. Therefore, those footnotes are included herein by        reference.

 

Note 3 -        Going Concern

 

As of June        30, 2007, the Company’s revenue generating activities are not in place, and the        Company has incurred losses since inception. Further, the Company has current liabilities        in excess of current assets. These conditions raise substantial doubt about the ability of        the Company to continue as a going concern. The financial statements do not include any        adjustments that might result from the outcome of this uncertainty.

 

Management’s plan to address the Company’s ability to continue        as a going concern includes procuring funding from private placement sources, establishing        revenues from the acquisition of a prospective business opportunity and securing loans from        financial institutions where possible. Management believes that they will be able to        accomplish one or more of these items, however, there can be no assurance that management        will be successful.

 

 

7

 

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**ITEM        2.**         **MANAGEMENT’S PLAN OF OPERATION**

 

This        Management's Plan of Operation and Results of Operations and other parts of this 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 subsections 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. All information presented herein is        based on our period ended June 30, 2007. Our fiscal year end is December 31.

 

***Plan        of Operation***

 

The        Company’s plan of operation for the coming year is to identify and acquire a        favorable business opportunity. We do not plan to limit our options to any particular        industry, but will evaluate each opportunity on its merits.

 

We have not        yet entered into any agreement, nor do we have any commitment or understanding to enter        into or become engaged in any transaction, as of the date of this filing.

 

***Results of Operations***

 

During the        period ended June 30, 2007, the Company remained in the process of identifying a        prospective business opportunity, which opportunity if acquired, may or may not produce        revenue. Therefore, due to this uncertainty, the Company does not expect any revenues until        such time as a revenue producing acquisition is accomplished and thus will likely continue        to operate at a loss.

 

***Net        Loss***

 

For the        period from inception December 7, 1999 to June 30, 2007, the Company recorded an operating        loss of $159,595. Net losses for the three month period ended June 30, 2007 were $5,548 as        compared to $6,021 for the three months ended June 30, 2006. Net losses for the six month        period ended June 30, 2007 were $13,807 as compared to $13,237 for the six months ended        June 30, 2006. The Company’s operating losses in the current six month period are        attributable to general and administrative expenses including accounting costs and        consulting fees. General and administrative expenses in prior periods have also included        exploration expenses and costs directly related to a precious metals exploration program.        The Company has not generated any revenues since inception.

 

The Company        expects to continue to operate at a loss through fiscal 2007 and due to the nature of our        search for a suitable business opportunity cannot determine whether we will ever generate        revenues from operations.

 

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

         

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

 

 

8

 

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***Impact of Inflation***

         

The Company        believes that inflation has had a negligible effect on operations over the past three        years.

 

***Capital Expenditures***

 

The Company        expended no amounts on capital expenditures for the period from inception to June 30,        2007.

 

***Capital Resources and Liquidity***

 

The Company        had current assets of $3,941 and total assets of $3,941 as of the six month period ended        June 30, 2007, consisting exclusively of cash on hand. Net stockholders' deficiency in the        Company was $50,213 at June 30, 2007. The Company is in the development stage and, since        inception, has experienced significant changes in liquidity, capital resources and        shareholders’ equity.

 

Cash flow        used in operating activities was $147,937 for the period from inception to June 30, 2007.        Cash flow used in operating activities for the six month period ended June 30, 2007 was        $12,805 as compared to $12,213 in cash flow used in operating activities for the six months        ended June 30, 2006. Cash flow used in operating activities in the current six month period        can be attributed to accounting costs and consulting expenses.

 

Cash flow        provided from financing activities was $151,878 for the period from inception to June 30,        2007. Cash flow provided by financing activities for the six month period ended June 30,        2007 was $11,339 as compared to $13,950 for the six months ended June 30, 2006. Cash flow        provided by financing activities in the current six month period can be mostly attributed        to a shareholder loan in the amount of $10,000.

 

Cash flows        used in investing activities was $0 for the period from inception to June 30,        2007.

 

The        Company’s current assets may not be sufficient to conduct its plan of operation over        the next twelve (12) months. Further, should the Company acquire a business opportunity        over the next twelve month period, cash requirements may exceed current assets and the        Company will have to seek debt or equity financing to fund operations. The Company has no        current commitments or arrangements with respect to, or immediate sources of funding.        Further, no assurances can be given that funding, if needed, would be available or        available to the Company on acceptable terms. The Company’s major shareholders would        be the 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        had no formal long term lines or credit or other bank financing arrangements as of June 30,        2007.

 

Since        earnings, if any, will be reinvested in operations, the Company does not expect to pay cash        dividends in the foreseeable future.

 

The Company        has no defined benefit plan or contractual commitment with any of its officers or        directors.

 

The Company        has no current plans for any significant purchase or sale of any plant or        equipment.

 

 

9

 

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***Off        Balance Sheet Arrangements***

 

As of June        30, 2007, the Company has 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.

 

***Critical Accounting Policies***

 

In the        notes to the audited financial statements for the year ended December 31, 2006 included in        the Company’s Form 10-KSB, 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 us conform to        accounting principles generally accepted in the United States of America.

 

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. 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.

 

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

 

The        statements contained in the section titled “*Plan of        Operation*,” with the exception of historical facts, are        forward looking statements within the meaning of Section 27A of the Securities Act. A        safe-harbor provision may not be applicable to the forward looking statements made in this        Form 10-QSB because of certain exclusions under Section 27A (b). 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; |
|--------|---|------------------------------------------------------------------------------------------------|

|   | - | the ability of the Company to generate revenues to fund                        future operations; |
|--------|---|---------------------------------------------------------------------------------------------------|

|   | - | the volatility of the stock market and; |
|--------|---|-----------------------------------------|

|   | - | general economic conditions. |
|--------|---|------------------------------|

 

We wish to        caution readers that the Company’s 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*” below. 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 is required by law.

 

 

 

10

 

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***Risks        Factors***

 

Our future        operating results are highly uncertain. Before deciding to invest in us or to maintain or        increase your investment, you should carefully consider the risks described below, in        addition to the other information contained in our annual report. If any of these risks        actually occur, our business, financial condition or results of operations could be        seriously harmed. In that event, the market price for our common stock could decline and        you may lose all or part of your investment.

 

***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 $145,788 at December 31, 2006. During the        six months ended June 30, 2007, we recorded a net loss of $13,807. The Company has never        realized revenue from operations. We will continue to incur operating losses as we maintain        our search for a suitable business opportunity and satisfy our ongoing disclosure        requirements with the Securities and Exchange Commission ("Commission"). Our only        expectation of future profitability is dependent upon our ability to acquire a revenue        producing business opportunity, which acquisition can in no way be assured. Therefore, we        may never be able to achieve profitability.

 

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

 

The        Company’s future operation is dependent upon the acquisition of a profitable business        opportunity. However, the prospect of such an acquisition is doubtful due to the        Company’s limited financial resources. Since we have no current business opportunity,        the Company is not in a position to improve this financial condition through debt or equity        offerings. Therefore, this limitation may act as a deterrent in future negotiations with        prospective acquisition candidates. Should we be unable to acquire a profitable business        opportunity the Company 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 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.

 

***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.

 

 

 

11

 

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***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.***

 

We may        incur significant legal, accounting and other expenses as a result 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 has required 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, 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, beginning with our annual report for the        year ending December 31, 2008, we may be required to furnish a report by our management on        our internal controls over financial reporting. Such report will 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 assert that our internal controls are        effective as of December 31, 2008, investors could lose confidence in the accuracy and        completeness of our financial reports, which in turn could cause our stock price to        decline.

 

***Going        Concern***

 

The        Company’s auditors have noted substantial doubt as to the Company’s ability to        continue as a going concern as a result of an accumulated deficit of $145,788 as of        December 31, 2006 which increased to $159,595 as of June 30, 2007. 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: (1) obtaining funding        from private placement sources; (2) obtaining additional funding from the sale of the        Company’s securities; (3) establishing revenues from prospective business        opportunities; (4) obtaining loans and grants from various 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.

 

 

 

 

 

 

 

12

 

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| **ITEM 3.** | **CONTROLS AND PROCEDURES** |
|-------------|-----------------------------|

 

The        Company’s president acts both as the Company’s chief executive officer and        chief financial officer and is responsible for establishing and maintaining disclosure        controls and procedures for the Company.

 

(a)        Evaluation of Disclosure Controls and Procedures

 

Under the        supervision and with the participation of our management, including our principal executive        officer and principal financial officer, we evaluated the effectiveness of the design and        operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and        15d-15(e) under the Exchange Act, as of June 30, 2007. Based on this evaluation, our        principal executive officer and our principal financial officer concluded that, as of the        end of the period covered by this report, our disclosure controls and procedures were        effective and adequately designed to ensure that the information required to be disclosed        by us in the reports we submit under the Exchange Act is recorded, processed, summarized        and reported within the time periods specified in the applicable rules and forms and that        such information was accumulated and communicated to our chief executive officer and chief        financial officer, in a manner that allowed for timely decisions regarding        disclosure.

 

(b) Changes        in Internal Controls

 

During the        period ended June 30, 2007, there has been no change in internal control over financial        reporting that has materially affected, or is reasonably likely to materially affect our        internal control over financial reporting.

 

**PART        II**

 

| **ITEM 1.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

None.

 

| **ITEM 2.** | **UNREGISTERED SALES OF EQUITY SECURITIES** |
|-------------|---------------------------------------------|

 

None.

 

| **ITEM 3.** | **DEFAULTS ON SENIOR SECURITIES** |
|-------------|-----------------------------------|

 

None.

 

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

 

None.

 

| **ITEM 5.** | **OTHER INFORMATION** |
|-------------|-----------------------|

 

None.

 

| **ITEM 6.** | **EXHIBITS** |
|-------------|--------------|

 

Exhibits        required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits        on page 15 of this Form 10-QSB, and are incorporated herein by this reference.

 

13

 

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**SIGNATURES**

 

In        accordance with the requirements of the Securities Exchange Act of 1934, the registrant        caused this report to be signed on its behalf by the undersigned, hereunto duly authorized,        this 20th day of July, 2007.

 

***Montana Mining Corp.***

 

 

| /s/ Ruairidh Campbell |
|-----------------------|

| Ruairidh Campbell |
|-------------------|

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

 

 

 

 

 

14

 

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### INDEX TO EXHIBITS

| Exhibit No. | Page No. | Description                                                                                                                                                                                                                                                         |
|-------------|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3(i)(a)     | *        | Articles of Incorporation of the Company, formally known as Aswan                    Investments, Inc. (incorporated herein by reference from Exhibit No. 3(i) of                    the Company's Form 10-SB as filed with the SEC 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 No. 3(i)(b) of                    the Company's Form 8-K as filed with the SEC on August 15, 2002).       |
| 3(i)(c)     | *        | Amendment to Articles of Incorporation filed with the State of Nevada on                    October 12, 2004. (incoporated herein by reference from Exhibit No. 3(i)(c) of                    the Company's Form 10-QSB filed with the SEC on November 8, 2004).    |
| 3(ii)       | *        | By-laws of the Company adopted on December 10, 1999 formally known as Aswan                    Investments, Inc. (incorporated herein by reference from Exhibit No. 3(i) of                    the Company's Form 10-SB as filed with the SEC on February 3, 2000). |
| 14          | *        | Code of Ethics adopted April 14, 2004 (incorporated herein by reference from                    Exhibit 14 of the Company's Form 10KSB/A filed with the SEC on April 16,                    2004).                                                                  |
| 31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer                    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                         |
| 32          | Attached | 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.                                             |

* Incorporated by reference from previous filings of the Company.

**            15        **

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