UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM 10-Q/A Amendment No.1


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|(Mark One)                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                       | X                                                                       |                                      | QUARTERLY REPORT PURUSANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2011                    
|                                                                                                                                                                                                                                                                                                                                                                                       |                                                                         |                                      | or                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                       |                                                                         |                                      | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
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|Commission file number: 94-33420647                                                                                                                                                                                                                                                                                                                                                   
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|NT MINING CORPORATION                                                                                                                                                                                                                                                                                                                                                                 
|(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                                
|NEVADA                                                                                                                                                                                                                                                                                                                                                                                 |                                                                         | 94-3342064                          
|(State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                                                         |                                                                         | (I.R.S. Employer Identification No.)
|#106  1641 Lonsdale Ave.,
North Vancouver, BC Canada V7M 2J5                                                                                                                                                                                                                                                                                                                         
|(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                                               | (Zip Code)                                                             
|604-249-5001                                                                                                                                                                                                                                                                                                                                                                          
|(Registrants telephone number, including area code)                                                                                                                                                                                                                                                                                                                                  
|Not Applicable                                                                                                                                                                                                                                                                                                                                                                        
|(Former name, former address and formal fiscal year, if changed since last report)                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                      
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                         
|                                                                                                                                                                                                                                                                                                                                                                                       | Yeso                                                                    | No  x                               
|                                                                                                                                                                                                                                                                                                                                                                                       |                                                                         |                                     
|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|                                                                                                                                                                                                                                                                                                                                                                                       | Yes o                                                                   | No  x                               
|                                                                                                                                                                                                                                                                                                                                                                                      
|Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                       | Large Accelerated Filer  o                                              |                                      | Accelerated Filer o                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                       | Non-Accelerated Filer    o(Do not check if a smaller reporting company) |                                      | Smaller Reporting Company  x                                                                                                                    
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                       | Yeso                                                                    | No  x                               
|APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:Not applicable                                                                                                                                                                                                                                                                          
|Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                       | Yes  o                                                                  | No  o                               
|                                                                                                                                                                                                                                                                                                                                                                                       |                                                                         |                                     
|APPLICABLE ONLY TO CORPORATE ISSUERS:                                                                                                                                                                                                                                                                                                                                                 
|Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.                                                                                                                                                                                                                                                          
|47,596,826 common shares issued and outstanding as of June 13, 2012.                                                                                                                                                                                                                                                                                                                  

Page 2 of 33     Explanatory Note  NT Mining Corporation (the Company) is filing this Amendment No. 1 to its previously filed quarterly report on Form 10-Q (the Form 10-Q/A) for the three month period ended March 31, 2011 that was filed with the Securities and Exchange Commission on April 3, 2012 (the Form 10-Q) in order to (1) restate its unaudited interim financial statements as of and for the three month period ended March 31, 2011, and (2) revise disclosure related to controls and procedures, legal proceedings and liquidity risks.  The information herein amends and supersedes the information contained in our quarterly report on the Form 10-Q. The affected financial statements and related financial information contained in our previously filed reports for those periods should no longer be relied upon and should be read only in conjunction with the restated financial information set forth herein.            Page 3 of 33     NT MINING CORPORATIONFORM 10-Q For the Quarter Ended March 31, 2011 TABLE OF CONTENTS


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|------------------------------ | ------------------------------------------------------------------------------------- | --
|PART I - FINANCIAL INFORMATION
|                              
|Item 1.                        | Interim consolidated Financial Statements                                             | 4 
|                               |                                                                                       |   
|Item 2.                        | Management's Discussion and Analysis of Financial Condition and Results of Operations | 22
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|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                            | 26
|                               |                                                                                       |   
|Item 4T.                       | Controls and Procedures                                                               | 27
|                               |                                                                                       |   
|PART II - OTHER INFORMATION   
|                               |                                                                                       |   
|Item 1.                        | Legal Proceedings                                                                     | 28
|                               |                                                                                       |   
|Item 1A.                       | Risk Factors                                                                          | 28
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|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                           | 28
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|Item 3.                        | Defaults Upon Senior Securities                                                       | 29
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|Item 4.                        | Mine Safety Disclosures                                                               | 29
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|Item 5.                        | Other Information                                                                     | 29
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|Item 6.                        | Exhibits and Certifications                                                           | 29
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|SIGNATURES                     | 29                                                                                   

Page 4 of 33     PART 1 - FINANCIAL INFORMATION    Item 1.   Interim Consolidated Financial Statements  The information in this report for the three months ended March 31, 2011, is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which NT Mining Corporation ("NT Mining" or the "Company") considers necessary for a fair presentation of the financial position, results of operations, changes in stockholders' deficiency and cash flows for those periods. The interim consolidated financial statements should be read in conjunction with NT Minings consolidated financial statements and the notes thereto contained in the NT Mining's audited financial statements for the year ended December 31, 2010, in the Form 10-K filed with the SEC on December 1, 2011. Interim results are not necessarily indicative of results for the full fiscal year. The unaudited interim consolidated financial statements start on the next page.             Page 5 of 33                    NT MINING CORPORATION (An Exploration Stage Company)  Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management)  March 31, 2011                            Page 6 of 33     NT MINING CORPORATION (An Exploration Stage Company) Interim Consolidated Balance Sheets (Expressed in U.S. Dollars) (Unaudited  Prepared by Management)  March 31,
2011
(Restated)December 31, 2010
(Audited)$$AssetsCash and cash equivalents591956Accounts receivable4141632997Mineral property interests (Note 4)78,00078,00078,63278,997Liabilities and stockholders' deficiencyAccounts payable and accrued liabilities (Note 5)258,989220,209Current portion of debenture payable (Note 7)353,099349,821Note payable (Note 6)161,672157,973Due to related parties (Note 9)59,10059,289832,860787,292Debenture payable (Note 7)99,72796,819932,587884,111Stockholders' deficiencyCapital Stock (Note 8)Authorized - 400,000,000 common shares, $0.001 par valueIssued and outstandingMarch 31, 2011  52,596,826 common shares, $0.001 par valueDecember 31, 2010 - 52,596,826 common shares, $0.001 par value52,59652,596Shares to be issued60,00060,000Additional paid-in capital9,268,6029,268,602Accumulated other comprehensive loss(7,721)(6,024)Deficit, Accumulated during the exploration stage(10,227,432)(10,180,288)(853,955)(805,114)78,63278,997            The accompanying notes are an integral part of these interim consolidated financial statements.  Page 7 of 33     NT MINING CORPORATION  (An Exploration Stage Company) Interim Consolidated Statements of Operations (Expressed in U.S. Dollars) (Unaudited  Prepared by Management)  For the three month period ended March 31, 2011
(Restated)For the three month period ended March 31, 2010For the period from the date of inception on February 10, 1997 to March 31, 2011
(Restated)$$$ExpensesSelling, general and administrative expenses29,97436,293323,868Exploration and field expense-12,62143,518Royalty expense-36,00072,000Depreciation of furniture, fixtures and office equipment-2584,923Net loss before other items(29,974)(85,172)(444,309)Other itemsInterest expense(17,170)(16,228)(141,662)Write-down of amounts receivable--(4,985)Write-down of furniture, fixtures and office equipment--(5,165)Write-down of deposit on mineral property (Note 4)--(2,593,199)Net loss before discontinued operations(47,144)(101,400)(3,189,320)Discontinued operations--(7,038,112)Net loss for the period(47,144)(101,400)(10,227,432)Basic and diluted loss per common share(0.001)(0.002)Weighted average number of shares outstanding52,596,82647,596,826Comprehensive lossNet loss for the period(47,144)(101,400)(10,227,432)Foreign exchange translation(1,697)2,715(7,721)Total comprehensive loss for the period(48,841)(98,685)(10,235,153)Basic and diluted comprehensive loss per common share(0.001)(0.002)          The accompanying notes are an integral part of these interim consolidated financial statements.  Page 8 of 33     NT MINING CORPORATION (An Exploration Stage Company) Interim Consolidated Statements of Changes in Stockholders Deficiency (Expressed in U.S. Dollars) (Unaudited  Prepared by Management)


|                                    |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|----------------------------------- | -------------------- | ------ | ------------------- | --------------- | ------------------------------------------------- | --------------------------------------------- | ------------------------ |  | ------------ |  | ------- |  | -----------
|                                    | Common Shares
Issued | Amount | Shares to
be issued | Paid-in
Capital | Deficit, accumulated during the exploration stage | Accumulated Other
Comprehensive
Income (Loss) | Stockholders Deficiency
|                                    |                      |        | $                   |                 |                                                   |                                               | $                        |  | $            |  | $       |  | $          
|Balances, December 31, 2004         | 56                   |        | -                   |                 | -                                                 |                                               | 6,013,753                |  | (6,088,963)  |  | -       |  | (75,210)   
|Shares returned for lease           | (14)                 |        | -                   |                 | -                                                 |                                               | -                        |  | -            |  | -       |  | -          
|Shares issued for services          | 854                  |        | -                   |                 | -                                                 |                                               | 8,030                    |  | -            |  | -       |  | 8,030      
|Shares issued to settle debt        | 3,814                |        | 4                   |                 | -                                                 |                                               | 67,755                   |  | -            |  | -       |  | 67,759     
|Shares sold for cash                | 10,000               |        | 10                  |                 | -                                                 |                                               | 9,990                    |  | -            |  | -       |  | 10,000     
|Net loss for the year               | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | (420,703)    |  | -       |  | (420,703)  
|                                    |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|Balances, December 31, 2005         | 14,710               |        | 14                  |                 | -                                                 |                                               | 6,099,528                |  | (6,509,666)  |  | -       |  | (410,124)  
|Shares issued to settle debt        | 370                  |        | -                   |                 | -                                                 |                                               | 18,500                   |  | -            |  | -       |  | 18,500     
|Shares issued for services          | 874                  |        | 1                   |                 | -                                                 |                                               | 8,974                    |  | -            |  | -       |  | 8,975      
|Net loss for the year               | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | (528,446)    |  | -       |  | (528,446)  
|                                    |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|Balances, December 31, 2006         | 15,954               |        | 15                  |                 | -                                                 |                                               | 6,127,002                |  | (7,038,112)  |  | -       |  | (911,095)  
|Shares issued to settle debt        | 75,168               |        | 75                  |                 | -                                                 |                                               | 485,730                  |  | -            |  | -       |  | 485,805    
|Net loss for the year               | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | (16,508)     |  | -       |  | (16,508)   
|                                    |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|Balances, December 31, 2007         | 91,122               |        | 90                  |                 | -                                                 |                                               | 6,612,732                |  | (7,054,620)  |  | -       |  | (441,798)  
|Shares issued to settle debt        | 40,421,692           |        | 40,422              |                 | -                                                 |                                               | 292,454                  |  | -            |  | -       |  | 332,876    
|Shares issued to acquire            |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|Bullmoose Mines Ltd.                | 6,000,000            |        | 6,000               |                 | -                                                 |                                               | (3,000)                  |  | -            |  | -       |  | 3,000      
|Shares sold for cash                | 560,000              |        | 560                 |                 | -                                                 |                                               | 153,440                  |  | -            |  | -       |  | 154,000    
|Net loss for the year               | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | (57,829)     |  |         |  | (57,829)   
|Foreign exchange translation        | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | -            |  | (72)    |  | (72)       
|                                    |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|Balances, December 31, 2008         | 47,072,814           |        | 47,072              |                 | -                                                 |                                               | 7,055,626                |  | (7,112,449)  |  | (72)    |  | (9,823)    
|Shares issued to round out          | 12                   |        | -                   |                 | -                                                 |                                               | -                        |  | -            |  | -       |  |            
|Shares issued for cash              | 20,000               |        | 20                  |                 | -                                                 |                                               | 5,480                    |  | -            |  | -       |  | 5,500      
|Shares issued for cash              | 200,000              |        | 200                 |                 | -                                                 |                                               | 24,800                   |  | -            |  | -       |  | 25,000     
|Net loss for the year               | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | (202,692)    |  | -       |  | (202,692)  
|Foreign exchange translation        | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | -            |  | 72      |  | 72         
|                                    |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|Balances, December 31, 2009         | 47,292,826           |        | 47,292              |                 | -                                                 |                                               | 7,085,906                |  | (7,315,141)  |  | -       |  | (181,943)  
|Shares issued for cash              | 304,000              |        | 304                 |                 | -                                                 |                                               | 37,696                   |  |              |  |         |  | 38,000     
|Shares to be issued for cash        | -                    |        | -                   |                 | 60,000                                            |                                               | -                        |  | -            |  | -       |  | 60,000     
|Shares issued for  mineral property | 5,000,000            |        | 5,000               |                 | -                                                 |                                               | 2,145,000                |  | -            |  | -       |  | 2,150,000  
|Net loss for the year               | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | (2,865,147)  |  | -       |  | (2,865,147)
|Foreign exchange translation        | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | -            |  | (6,024) |  | (6,024)    
|                                    |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|Balances, December 31, 2010         | 52,596,826           |        | 52,596              |                 | 60,000                                            |                                               | 9,268,602                |  | (10,180,288) |  | (6,024) |  | (805,114)  
|Net loss for the period             | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | (47,144)     |  | -       |  | (47,144)   
|Foreign exchange translation        | -                    |        | -                   |                 | -                                                 |                                               | -                        |  | -            |  | (1,697) |  | (1,697)    
|                                    |                      |        |                     |                 |                                                   |                                               |                          |  |              |  |         |  |            
|Balances, March 31, 2011(Restated)  | 52,596,826           |        | 52,596              |                 | 60,000                                            |                                               | 9,268,602                |  | (10,227,432) |  | (7,721) |  | (853,955)  

The accompanying notes are an integral part of these interim consolidated financial statements.   Page 9 of 33     NT MINING CORPORATION  (An Exploration Stage Company) Interim Consolidated Statements of Cash Flows (Expressed in U.S. Dollars) (Unaudited  Prepared by Management)


|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|------------------------------------------------------------------------------- |  | ---------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------------------------------------------- | ------- | --------- | -------- | ------------
|                                                                                |  | For the
three month period ended
March 31,
2011
(Restated) | For the
three month period ended
March 31,
2010 | For the period from the date of inception on February 10, 1997 to March 31, 2011
(Restated)
|                                                                                |  |                                                            |                                                 | $                                                                                           |         | $         |          | $           
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|Cash flows used in operating activities                                         |  |                                                            |                                                 |                                                                                             |         |          
|Net loss for the period                                                         |  |                                                            |                                                 | (47,144)                                                                                    |         | (101,400) |          | (10,227,432)
|Adjustments to reconcile loss to net cash used by operating activities          |  |                                                            |                                                 |                                                                                             |         |           |          |             
|Depreciation                                                                    |  |                                                            |                                                 | -                                                                                           |         | 258       |          | 10,598      
|Imputed interest on debenture (Note 7)                                          |  |                                                            |                                                 | 6,186                                                                                       |         | 8,566     |          | 105,056     
|Accrued interest expense (Notes 6 and 7)                                        |  |                                                            |                                                 | 10,918                                                                                      |         | -         |          | 28,933      
|Write-down of  amounts receivable                                               |  |                                                            |                                                 | -                                                                                           |         | -         |          | 4,985       
|Write-down of furniture, fixture and office equipment                           |  | -                                                          |                                                 | -                                                                                           |         | 5,165    
|Write-down of mineral property (Note 4)                                         |  |                                                            |                                                 | -                                                                                           |         | -         |          | 2,593,199   
|Changes in operating assets and liabilities                                     |  |                                                            |                                                 |                                                                                             |         |           |          |             
|(Increase) decrease in amounts receivable                                       |  |                                                            | -                                               |                                                                                             | 19      |           | (5,026) 
|(Increase) decrease in prepaid expense                                          |  |                                                            | -                                               |                                                                                             | (266)   |           | 26      
|Increase (decrease) in accounts payable and accrued liabilities (Notes 5 and 7) |  |                                                            | 31,561                                          |                                                                                             | (3,706) |           | 108,797 
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|                                                                                |  |                                                            |                                                 | 1,521                                                                                       |         | (96,529)  |          | (7,375,699) 
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|Cash flows used in investing activities                                         |  |                                                            |                                                 |                                                                                             |         |          
|Purchase of furniture, fixtures, and office equipment                           |  |                                                            | -                                               |                                                                                             | -       |           | (15,763)
|Cash acquisition of mineral property (Note 4)                                   |  |                                                            |                                                 | -                                                                                           |         | -         |          | (21,835)    
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|                                                                                |  |                                                            |                                                 | -                                                                                           |         | -         |          | (37,598)    
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|Cash flows from (used in) financing activities                                  |  |                                                            |                                                 |                                                                                             |         |          
|Common shares issued for cash                                                   |  |                                                            |                                                 | -                                                                                           |         | 38,000    |          | 7,171,198   
|Subscription received in advance (Note 8)                                       |  |                                                            |                                                 | -                                                                                           |         | -         |          | 60,000      
|Note payable issued for cash (Note 6)                                           |  |                                                            |                                                 | -                                                                                           |         | -         |          | 150,000     
|Increase (decrease) in due to related parties (Note 9)                          |  |                                                            | (189)                                           |                                                                                             | 54,503  |           | 40,411  
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|                                                                                |  |                                                            |                                                 | (189)                                                                                       |         | 92,503    |          | 7,421,609   
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|Effect of exchange rate changes on cash                                         |  |                                                            |                                                 | (1,697)                                                                                     |         | 2,715     |          | (7,721)     
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|Increase (decrease) in cash and cash equivalents                                |  |                                                            | (365)                                           |                                                                                             | (1,311) |           | 591     
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|Cash and cash equivalents, beginning of period                                  |  |                                                            |                                                 | 956                                                                                         |         | 2,124     |          | -           
|                                                                                |  |                                                            |                                                 |                                                                                             |         |           |          |             
|Cash and cash equivalents, end of period                                        |  |                                                            |                                                 | 591                                                                                         |         | 813       |          | 591         

Supplemental Disclosures with Respect to Cash Flows (Note 12)   The accompanying notes are an integral part of these interim consolidated financial statements.   Page 10 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   NOTE 1  NATURE AND CONTINUANCE OF OPERATIONS  NT Mining Corporation (the Company) was incorporated in the state of Nevada on February 10, 1997.  Its wholly owned subsidiary, Bullmoose Mines Ltd. (BML), was incorporated in the Northwest Territories, Canada on February 29, 2000.  On October 14, 2008, the Company acquired BML (Note 3).  The Company was formerly named Clear Water Mining, Inc. (to March 11, 1999), E-Casino Gaming Corporation (to June 21, 1999), E-Vegas.com Inc. (to July 20, 2000), 1st Genx.com Inc. (to October 18, 2001), Oasis Information Systems, Inc. (to January 27, 2005), and 777 Sports Entertainment, Corp. (to September 26, 2008).  On December 15, 2007, the Companys former president died and the Company then discontinued its business operations.  BML owns Mineral Lease #2775 plus 4 located mineral claims in the South MacKenzie Mining District, Northwest Territories, Canada (the Mining Property).   According to a geological report issued FMay 6, 2008, from 1985 until shutdown in January 1987, approximately 54,000 tons of ore were mined and milled to produce approximately 20,001 ounces of gold by a former owner of the Mining Property.  As part of the acquisition of Bullmoose, the Company is obligated to pay annual royalties of $36,000 and to pay down a debenture liability as disclosed in Note 7, in the December 31, 2010 year-end financial statements. Since the Company continues to retain title to the property as at March 31, 2011, these obligations continue to be reflected in the financial statements of the Company.  During the three month period ended March 31, 2011, the Company entered into an agreement to settle litigation related to ownership of the Mining Property and to rescind its acquisition of the Mining Property (the Settlement Agreement). More particularly, the 6,000,000 shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company. This agreement is set to close on June 30, 2012. Until that date, and  afterwards, if the agreement does not close, the Company retains title to the Mining Property (Notes 3, 4, 7 and 11).  The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the Codification or ASC) 915-10, Development Stage Entities. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.  These interim consolidated financial statements as at March 31, 2011 and for the three month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a loss of $47,144 for the three month period ended March 31, 2011 (March 31, 2010 - $101,400) and has working capital deficit of $832,228 at March 31, 2011 (December 31, 2010 - $786,295).  The Company is subject to a cease trade order, which was pronounced by the British Columbia Securities Commission on August 18, 2009, by reason of the Companys failure to file financial statements in British Columbia. The Company has applied to rescind the order, however, until the order is rescinded, the Company is prohibited from issuingsecurities and obtaining financing to fund its  ongoing needs. .      Page 11 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   These factors create substantial doubt as to the Companys ability to continue as a going concern.   There is no assurance that the Company will be successful in rescinding the cease trade order or otherwise carrying on its business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  Effective February 2, 2005, the Company effected a one (1) for three hundred (300) reverse stock split.  Effective September 11, 2008, the Company effected a one (1) for two thousand (2,000) reverse stock split.  Effective March 15, 2010, the Company effected a two (2) for one (1) forward stock split.  All share and warrant amounts presented in the interim consolidated financial statements and in the notes thereto have been adjusted to reflect the reverse stock split (Note 8).  Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or until the cease trade order is rescinded, raise additional debt and/or equity capital.  However, if the cease trade order is rescinded, based on its prior demonstrated ability to raise capital, management believes that the Companys capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 2011.  However, if the Company is unable to raise additional capital in the near future, due to the Companys liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.  These interim consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  At March 31, 2011, the Company has suffered losses from exploration stage activities to date.  Although management is currently attempting to obtain an order revoking the cease trade order and subsequently implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.  Accordingly, the Company must rely on its management to perform essential functions without compensation until a business operation can be commenced.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  The following is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.  Principles of Consolidation  The accompanying interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary BML from the date of its acquisition on October 14, 2008.  All significant intercompany balances and transactions have been eliminated in consolidation.  Basis of Presentation  These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) applicable for an exploration stage company for financial information and are expressed in U.S. dollars.    Page 12 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   Cash and cash equivalents  Cash and cash equivalents include highly liquid investments with original maturities of three months or less.  Furniture, Fixtures, and Office Equipment  Furniture, fixtures, and office equipment are stated at cost less accumulated depreciation.  Additions are capitalized and maintenance and repairs are charged to expense as incurred.   Depreciation is provided using the straight-line method over the estimated useful lives of the assets.  Foreign Currency Translation  The Companys functional and reporting currency is U.S. dollars.  The interim consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, Foreign Currency Matters.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.  Use of Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management  to make estimates and assumptions  that affect the reported amounts of assets and liabilities and disclosure  of contingent  assets  and  liabilities  at the  dates  of  the  financial  statements  and  the  reported  amounts  of revenues and expenses during the reporting periods. Actual results could differ from those estimates.  Long-Lived Assets  Long-lived assets, including furniture, fixtures and office equipments and mining property, are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable.  If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.  Income Taxes  Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, Income Taxes, which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry forwards.   Page 13 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.  Comprehensive income (loss)  ASC 220, Comprehensive Income, establishes standards for the reporting and disclosure of comprehensive income (loss) and its components in the financial statements.  As at March 31, 2011, the Company has items that represent a comprehensive loss and, therefore, has included a schedule of comprehensive loss in the interim consolidated financial statements.  Basic and diluted net income (loss) per share  The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share.  ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.  Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.  Recent Accounting Pronouncements  In December 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-12, Comprehensive Income. This update amends certain pending paragraphs in ASU No. 2011-05 Presentation of Comprehensive Income, to effectively defer only those changes that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities.  In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. This update presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of this update will have a material effect on its financial statements.      Page 14 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement to amend the accounting and disclosure requirements on fair value measurements.  This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts.  Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs.  ASU No. 2011-04 is to be applied prospectively and is effective during interim and annual periods beginning after 15 December 2011.  The Company does not expect the adoption of this update will have a material effect on its financial statements.  NOTE 3  ACQUISITION OF BULLMOOSE MINES LTD.  In accordance with ASC 805, Business Combinations, acquisitions are accounted for under the purchase method of accounting. Under the purchase method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair values.  Goodwill is recorded to the extent the purchase price consideration, including certain acquisition and closing costs, exceeds the fair value of the net identifiable assets acquired at the date of the acquisition.  On October 14, 2008, the Company acquired BML in exchange for $12,000 cash, 6,000,000 shares of the Company common stock valued at $3,000 (Notes 8 and 11), a debenture in the face amount of $480,624 valued at fair value of $359,371 (Note 7) or for total consideration of $374,371.  The purchase price allocation has been determined as follows:  Assets purchased:$Cash and cash equivalents165Prepaid expenses26Mineral property interests421,199Total assets acquired421,390Liabilities assumed:Accounts payable47,019Net assets acquired374,371Purchase price374,371  The related share purchase agreement also provides for payment of future royalties to the seller of BML equivalent to 6% of the Net Smelter Returns, as defined, from the Mining Property, with minimum royalty payments of $36,000 payable each year in advance on May 1.  The seller of BML was Hughes Maritime Corp. (HMC), owner of approximately 11.41% of the issued and outstanding common stock of the Company at March 31, 2011.       Page 15 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   During the year ended December 31, 2010, the Company filed a lawsuit against HMC related to its interest in BML (Notes 1, 4, 7 and 11).  During the three month period ended March 31, 2011, the Company entered into the Settlement Agreement to settle litigation related to ownership of the Mining Property and to rescind its acquisition of the Mining Property. More particularly, the 6,000,000 shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company. This agreement is set to close on June 30, 2012. Until that date, and afterwards, if the agreement does not close, the Company retains title to the Mining Property.  NOTE 4  MINING PROPERTY INTERESTS  Bullmoose Gold Mine Property  On October 14, 2008, the Company acquired BML for total consideration of $421,390.  BML owns Mineral Lease #2775 plus 4 located mineral claims in the South MacKenzie Mining District, Northwest Territories, Canada (the Bullmoose Gold Mine Property).  During the year ended December 31, 2010, the Company filed a lawsuit against HMC related to its interest in BML.  The Company has entered into an agreement under which the Company would renounce its interest in BML in exchange for the return of the 6,000,000 shares previously issued to HMC and $75,000 of the $85,000 it had paid in consideration for the acquisition (the Settlement) (Notes 1, 3, 7 and 11). During the year ended December 31, 2010, the Company has recorded a provision for mineral property write-down of $343,199 to a carrying value of $78,000 related to the Bullmoose Gold Mine Property.  Valentine Gold Claim  On June 22, 2010, the Company enter into a mineral property option agreement with Mill Bay Ventures Inc. (Mill Bay) in which the Company could acquire 100% interest in certain mineral property interest located Vancouver, British Columbia, Canada (the Valentine Gold Claim).  In order to exercise the option agreement and to earn its interest in the Valentine Gold Claim, the company shall:  i. Issue 5,000,000 common shares to Mill Bay within 21 business days of approval of the agreement (issued) (Note 8); ii. Issue 1,500,000 common shares to Mill Bay on the 1st anniversary date of the signing of the agreement; iii. Make cash payment of $10,000 on the execution date (paid); iv. Make $90,000 within 21 business days of approval of the agreement (accrued); v. Incur $25,000 expenditure on or before June 30, 2011; vi. Incur $500,000 within one year from July 1, 2011; and vii. Incur $750,000 within one year from July 1, 2012.  The Company has given up the interest in the Valentine Gold Claim and has cancelled the 5,000,000 common shares issued (Notes 8 and 14).  During the year ended December 31, 2010, the Company has recorded a provision for mineral property write-down of $2,250,000 related to the Valentine Gold Claim.    Page 16 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   NOTE 5  ACCOUNTS PAYABLE AND ACCRUED LIABILITES  Included in accounts payable and accrued liabilities is accrued interest of $27,709 related to debenture payable (31 December 2010 - $20,490) (Note 7). Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.  NOTE 6  NOTE PAYABLE  March
31, 2011
(Restated)December 31, 2010
(Audited)$$On June 20, 2010, the Company accepted a loan from a Company owned by a family member of a director of the Company in the amount of $150,000 bearing interest at a rate of 10% per annum. The loan is unsecured and is due on demand.  During the three month period ended March 31, 2011, the Company accrued interest expense of $3,699 (March 31, 2010  $Nil) related to the note payable. The balance as at March 31, 2011 consists of principal of $150,000 (December 31, 2010  $150,000) and accrued interest of $11,672 (December 31, 2010  $7,973).161,672157,973  NOTE 7  DEBENTURE PAYABLE  Debenture payable at March 31, 2011 consists of:  $Amount due October 14, 2009120,624Amount due October 14, 2010120,000Amount due October 14, 2011120,000Amount due October 14, 2012120,000Total face amount480,624Initial present value discount of $121,253Less accumulated amortization of $93,455(27,798)Net value as at March 31, 2011452,826Current portion353,099Non-current portion99,727         Page 17 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   The  debenture,  which  was  issued  to  the  seller  of  BML  on  October  14,  2008,  did  not  provide  for  any  interest. Accordingly, the Company recorded the debenture at the $359,371 present value (discounted at a 12% annual interest rate) of the $480,624  total payments  due and is amortizing  the $121,253  debt discount as interest expense using the interest method over the four year term of the debenture (Note 3). As at March 31, 2011, the present value of the debenture is $452,826 (December 31, 2010  $446,640). Interest is accrued at 12% per annum from the due date. During the three month period ended March 31, 2011, the Company accrued interest expense of $6,186 (March 31, 2010 - $8,566) (Note 5).  The debenture is secured by the assets of the Company, including the issued and outstanding shares of BML which were sold to the Company, and the Mining Property.  The debenture is convertible at the option of the holders into Units of the Company at a conversion rate of $0.50 per Unit; each Unit consists of one share of the Company common stock and one warrant exercisable into one share of the Company common stock at a price of $0.60 per share at any time from the exercise of the Conversion Option to two years thereafter.  There were no beneficial conversion features related to the Conversion Option.  During the year ended December 31, 2010, the Company filed a lawsuit against HMC (Notes 1, 3, 4 and 11) to protect its interest in Bullmoose. The lawsuit has been settled by the rescission of the October 18, 2008 agreement under which the Company acquired Bullmoose. More particularly, 6,000,000 shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company. In addition, as part of the rescission, the debenture obligation of the Company to the seller of BML, is released on closing. The Settlement Agreement is set to close on June 30, 2012.  NOTE 8  STOCKHOLDERS EQUITY  Effective February 2, 2005, the Company effected a one (1) for three hundred (300) reverse stock split.  Effective September 11, 2008, the Company effected a one (1) for two thousand (2,000) reverse stock split.  Effective March 15, 2010, the Company effected a two (2) for one (1) forward stock split (Note 1).  All share and warrant amounts presented in the interim consolidated financial statements and in the notes thereto have been adjusted to reflect the reverse stock split.  Authorized  Authorized capital stock consists of 400,000,000 common shares with par value of $0.001 per share.  i. During the year ended December 31, 2007, the Company issued 75,168 common shares to settle debt in the amount of $485,805.  ii. During the year ended December 31, 2008, the Company issued 40,412,692 common shares (including 6,000,000 common shares to companies controlled by directors of the Company) to settle debt in the amount of $332,876.  iii. On November 26, 2008, the Company issued 560,000 common shares to three investors at a price of $0.55 per common share for total cash proceeds of $154,000.    Page 18 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   iv. During the year ended December 31, 2008, the Company issued 6,000,000 common shares at a valued at $3,000 related to the acquisition of BML (Notes 3 and 11).  v. During the year ended December 31, 2009, the Company issued 220,000 common shares to four investors at a price of $0.14 per common share for cash proceeds of $30,500.  vi. On January 15, 2010, the Company issued a total of 304,000 common shares valued at $0.125 per common share for cash proceeds of $38,000.  These shares were restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933.  vii. On June 22, 2010, the Company issued 5,000,000 common shares valued at $0.43 per common shares for $2,150,000 for in relation to the Valentine Gold Claim. The Company is in the process of obtaining and cancelling these common shares as the Company has given up its interest in the Valentine Gold Claim (Notes 4 and 14).  viii. At December 31, 2010, the outstanding debenture is convertible into up to 1,922,496 units consisting of one common share of the Company and 1,922,496 share purchase warrant (Note 7).  Each share purchase warrants entitles the holder to purchase an additional common share of the Company at a price of $0.60 per common share at any time from the exercise of the Conversion Option to two years thereafter.  Shares to Be Issued  During the year ended December 31, 2010, the Company received $60,000 for the purchase of 200,000 common shares in the Company.  These shares were yet to be issued by the Company as at March 31, 2011.  NOTE 9  RELATED PARTY TRANSACTIONS  As at March 31, 2011, the amount due to related parties includes $23,862 (December 31, 2010  $24,630) payable to a company controlled by a director and officer of the Company for exploration and field expenses paid on behalf of the Company.  As at March 31, 2011, the amount due to related parties includes $12,290 (December 31, 2010  $11,711) payable to a director and officer of the Company related to unpaid consulting fees.  As at March 31, 2011, the amount due to related parties includes $2,948 (December 31, 2010  $2,948) payable to a company controlled by a director and officer of the Company related unpaid management fees.  As at March 31, 2011, the amount due to related parties includes $20,000 (December 31, 2010  $20,000) payable to a director and officer of the Company related unpaid management fees.  During the three month period ended March 31, 2011, the Company paid or accrued consulting fees of $Nil (March 31, 2010  $3,000) to a director and officer of the Company.  During the three month period ended March 31, 2011, the Company paid or accrued management fees of $Nil (March 31, 2010 - $15,000) to a director and officer of the Company.  During the three month period ended March 31, 2011, the Company paid or accrued management fees of $Nil (March 31, 2010  $10,500) to a company controlled by a director and officer of the Company.  Page 19 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   NOTE 10 - INCOME TAXES  The Company has losses carried forward for income tax purposes to March 31, 2011.  There are no current or deferred tax expenses for the three month period ended March 31, 2011 due to the Companys loss position. The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.  Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Companys ability to generate taxable income within the net operating loss carryforward period.  Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. The provision for refundable federal income tax consists of the following: For the three month period ended March 31, 2011
(Restated)For the three month period ended March 31, 2010$$Deferred tax asset attributable to:Current operations(16,029)(34,476)Less: Change in valuation allowance16,02934,476Net refundable amount-- The composition of the Companys deferred tax assets as at March 31, 2011 and December 31, 2010 are as follows: As at 
March 31,  2011
(Restated)As at December 31,  2010
(Audited)$$Net income tax operating loss carryforward10,227,43210,180,288Statutory federal income tax rate34%34%Effective income tax rate0%0%Deferred tax assets3,477,3273,461,298Less: Valuation allowance(3,477,327)(3,461,298)Net deferred tax asset--  The potential income tax benefit of these losses has been offset by a full valuation allowance.  Page 20 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   As at March 31, 2011, the Company has an unused net operating loss carry-forward balance of approximately $10,227,432 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires between 2017 and 2031.  NOTE 11  COMMITMENTS AND CONTINGENCIES  On October 14, 2008, the Company and HMC entered into a share purchase agreement in which the Company acquired 100% of the issued and outstanding shares of BML in exchange of $15,000 on execution, by $12,000 in cash and 6,000,000 shares of the Companyscommon stock valued at $3,000 (Notes 3 and 8) (the Share Purchase Agreement).  Under the Share Purchase Agreement, the Company assumed the liabilities of BML totalling $535,126 to be paid over four years from the sale of the shares.  HMC could repossess BML shares if the Company failed to pay for the liabilities assumed.  On June 23, 2010, the Company acted to its detriment and made an $85,000 payment to HMC under the Share Purchase Agreement, implying the understanding that it was and would remain in good standing and HMC thereby waived any such default and is estopped from claiming otherwise.  On or about August 10, 2010, HMC purportedly sold the BML shares it previously had sold to the Company to Maple Management Investments Ltd. (Maple) in exchange for cash and shares of Maple.  On October 22, 2010, the Company has filed a lawsuit against HMC in which the Company seeks a declaration that the Company is the legal and beneficial owner of all issued and outstanding shares of BML.  The Company has settled the dispute the particulars of which are set out in Note 4. (Notes 1, 3, 4 and 7).  A closing date of June 30, 2012 has been set for the implementation of the Settlement.  As at March 31, 2011, the Company is still the owner of BML until the Settlement closes.  NOTE 12  SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS  For the
Three month period
ended
March 31,
2011
(Restated)For the
Three month period
ended
March 31,
2010For the
period from
the date of inception on
February 10, 1997
To March 31,
2011$$$Cash paid during the period for interest66-12,372Cash paid during the period for income taxes---Non cash investing and financing activitiesCommon shares issued on acquisition of BML--421,390Common shares issued on acquisition of Valentine Gold Claim--2,150,000Common shares issued for debt--332,876   Page 21 of 33    NT MINING CORPORATION  (An Exploration Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. Dollars) (Unaudited  Prepared by Management) March 31, 2011   NOTE 13  FINANCIAL INSTRUMENTS  The carrying values of cash and cash equivalents, accounts payable, note payable and due to related parties approximate fair values due to the short term maturity of these financial instruments.  Credit Risk  Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.  As a result, credit risk is considered insignificant. Currency Risk  The Companys major expenses and payables are in United State currency and are expected to continue to incur in United States currency.  Fluctuations in the exchange rate between the United States dollar and other currency may have a material effect on the Companys business, financial condition and results of operations.  The Company does not actively hedge against foreign currency fluctuations.  Interest Rate Risk  The Company has non-interest paying cash balances and interest-bearing debt.  It is managements opinion that the Company is not exposed to significant interest risk arising from these financial instruments.  Liquidity Risk  Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by continuously monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities. As at March 31, 2011, the Company had a working capital deficiency of $832,228 (December 31, 2010  $786,295). The Company plans to improve its financial condition by obtaining new financing through loans. There is no assurance that the Company will be successful in accomplishing this objective.  NOTE 14  SUBSEQUENT EVENT  The following event occurred during the period from the three month period ended March 31, 2011 to the date the interim consolidated financial statements were available to be issued on June 13, 2012:  On August 16, 2011, the Company cancelled 5,000,000 common shares issued on June 22, 2010 in relation to the Valentine Gold Claim (Notes 4 and 8).     Page 22 of 33     Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations  THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF NT MINING FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2011 SHOULD BE READ IN CONJUNCTION WITH NT MININGS INTERIM CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THE FORM 10-Q.  Our interim consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. Overview  NT Mining was incorporated in the state of Nevada on February 10, 1997.  Its wholly owned subsidiary, Bullmoose Mines Ltd. (BML), was incorporated in the Northwest Territories, Canada on February 29, 2000.  On October 14, 2008, the Company acquired BML.  The Company was formerly named Clear Water Mining, Inc. (to March 11, 1999), E-Casino Gaming Corporation (to June 21, 1999), E-Vegas.com Inc. (to July 20, 2000), 1st Genx.com Inc. (to October 18, 2001), Oasis Information Systems, Inc. (to January 27, 2005), and 777 Sports Entertainment, Corp. (to September 26, 2008).  On December 15, 2007, the Companys former president died and the Company then discontinued its business operations.    Our Current Business  The Company changed its business focus during 2007 and in 2008 and completed the changeover to mining exploration and development, which was the concept utilized when the Company was incorporated.  In order to complete the transformation, the Company completed a reverse stock split during 2008, settled the majority of its liabilities through a share exchange for debt and acquired a privately held Canadian mining corporation with a single mining asset, former Gold Producer "The Bullmoose Mine", located in the Northwest Territory of Canada. In 2009 and 2010, the company completed a limited program on the mining properties in Canada, sufficient to maintain the lease and mineral claims in good standing.  In 2011, the company settled litigation it had initiated to assert its interest in the Bullmoose mine.  Under the settlement the companys acquisition of Bullmoose will be rescinded. More particularly, the 6,000,000 shares issued by the company as consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition, will be returned to the Company.  The closing date has been set for June 30, 2012.  Until that date and afterwards, if the settlement does not close, the company continues to retain title to Bullmoose.      Page 23 of 33     The Company is subject to a cease trade order, which was pronounced by the British Columbia Securities Commission on August 18, 2009, by reason of the Companys failure to file financial statements in British Columbia. The Company has applied to rescind the order, however, until the order is rescinded, the Company is prohibited from issuing securities. There is no assurance that the Company will be successful on its application to rescind the cease trade order.    Results of Operation for the three months ended March 31, 2011 and 2010  REVENUE  NT Mining has not generated any revenues since inception.  EXPENSES- Total expenses were $47,144 for the three month period ended March 31, 2011.  Expenses had decreased for the current three month period as compared to the three month period ended March 31, 2010  $101,400. A total of $3,189,320 in expenses has been incurred by NT Mining since inception on February 10, 1997 through to March 31, 2011 (excluding the expenses prior to discontinued operation).  The decrease in costs over this three month period has occurred because the Company has delayed exploration and field expense and royalty fees due to the litigation initiated to the assert its interest in the Bullmoose Mine.  The costs can be subdivided into the following categories.  1. Selling, general and administrative expenses: $29,974 in general and administrative expenses was incurred for the three month period ended March 31, 2011 as compared to $36,293 for the three month period ended March 31, 2010, a decrease of $6,319, due to reduced administrative services.  2. Exploration and field expenses: The Company  incurred exploration and field expenses of $Nil for the three month period ended March 31, 2011 as compared to $12,621 for the three month period ended March 31, 2010, a decrease of $12,621, due to the fact that acquisition of Bullmoose will be rescinded.  3. Royalty expenses: $Nil in royalty expenses was incurred for the three month period ended March 31, 2011 as compared to $36,000 for the period ended March 31, 2010, a decrease of $36,000. NT Mining plans to carefully control its expenses and overall costs. The Company does not have any employees and engages personnel through outside consulting contracts or agreements or other such arrangements.Liquidity and Capital Resources As noted above, the Company is currently subject to a cease trade order, prohibited it from issuing any securities.        Page 24 of 33     During the three month period ended March 31, 2011, NT Mining satisfied its working capital needs by carefully managing its cash flow and deferring payments to its services vendors.  As March 31, 2011, the Company had cash and cash equivalents on hand in the amount of $591 (December 31, 2011 - $956) and current payable and accrued liabilities of $832,860 (December 31, 2010 - $787,292).  As March 31, 2011, NT Mining has $258,989 in accounts payable and accrued liabilities, $353,099 in current portion of debentures payable, $161,672 in note payable, and an additional $59,100 payable to related parties.  Given the current financial situation of NT Mining, management does not expect that the current level of cash on hand will be sufficient to fund its operation for the next twelve month period.  To achieve our goals and objectives for the next 12 months, we plan to reduce operating expenses, delay exploration and mining expenditures, negotiate with creditors to defer payments.  Cash Used in Operating Activities  Operating activities for the three months ended March 31, 2011 and 2010 used cash of $176 and $97,840 net of foreign exchange effect, respectively, which reflect our recurring operating losses. Our net losses of $47,144 and $101,400 for the three months ended March 31, 2011 and 2010, respectively, were the primary reasons for our negative operating cash flow in both years. Our reporting negative operating cash flows for the three months ended March 31, 2011 was offset by imputed interest of $6,186 on debenture and accrued interest of $10,918 for the reporting period.  Cash Used in Investing Activities  For the three months ended March 31, 2011 and 2010, we used $Nil in investing activities.  Cash from Financing Activities  Net cash flows used in financing activities for the three months ended March 31, 2011 was $189. Net cash flows provided by financing activities for the three month ended March 31, 2010 was $92,503 mainly from related party loans.     Off-Balance Sheet Arrangement  As of March 31, 2011, NT Mining did not have any off-balance sheet arrangements.    Capital Expenditure  Capital expenditures for the three month period ended March 31, 2011, amounted to $Nil. NT Mining does not anticipate any significant purchase or sale of equipment over the next 12 months.        Page 25 of 33     Critical Accounting Policies and Estimates  Our interim consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) applied on a consistent basis.  The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Principles of Consolidation  The accompanying interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary BML from the date of its acquisition on October 14, 2008.  All significant intercompany balances and transactions have been eliminated in consolidation.  Furniture, Fixtures, and Office Equipment  Furniture, fixtures, and office equipment are stated at cost less accumulated depreciation.  Additions are capitalized and maintenance and repairs are charged to expense as incurred.   Depreciation is provided using the straight-line method over the estimated useful lives of the assets.  Foreign Currency Translation  The Companys functional and reporting currency is U.S. dollars.  The interim consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, Foreign Currency Matters.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.  Use of Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management  to make estimates and assumptions  that affect the reported amounts of assets and liabilities and disclosure  of contingent  assets  and  liabilities  at the  dates  of  the  financial  statements  and  the  reported  amounts  of revenues and expenses during the reporting periods. Actual results could differ from those estimates.       Page 26 of 33     Fair Value of Financial Instruments  The Companys financial instruments consist of cash and cash equivalents, accounts payable, note payable and debenture payable.  The fair value of cash and cash equivalents, accounts payable and note payable approximates their carrying amounts  reported  in the  balance  sheets  due  to the  short  term  maturity  of these  instruments  or based  upon  market quotations of instruments with similar interest rates and similar maturities.  Long-Lived Assets  Long-lived assets are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable.  If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.  Recent Accounting Pronouncements  In December 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-12, Comprehensive Income.  This update amends certain pending paragraphs in ASU No. 2011-05 Presentation of Comprehensive Income, to effectively defer only those changes that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities.  In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income.  This update presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of this update will have a material effect on its financial statements.           Page 27 of 33     In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement to amend the accounting and disclosure requirements on fair value measurements.  This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts.  Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs.  ASU No. 2011-04 is to be applied prospectively and is effective during interim and annual periods beginning after 15 December 2011.  The Company does not expect the adoption of this update will have a material effect on its financial statements.  Item 3. Quantitative and Qualitative Disclosures about Market Risk  We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.  Item 4T. Controls and Procedures  Disclosure Controls and Procedures  We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our chief executive officer and our chief financial officer, Carman Parente, to allow for timely decisions regarding required disclosure.  Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.  Carman Parente, our chief executive officer and our chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of March 31, 2011. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were  not effective as of March 31, 2011.However, the Company has since taken steps to remedy certain identified deficientecis in its disclosure controls and procedures.  Changes in Internal Control over Financial Reporting  There have not been any changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2011 that have materially affected, or are likely to materially affect, our internal control over financial reporting.  Page 28 of 33     PART II - OTHER INFORMATION    Item 1.  Legal Proceedings  On October 22, 2010, the company initiated a claim in the Supreme Court of British Columbia against a former officer of the Company and certain other companies controlled directly or indirectly by the former officer, to assert its interest in Bullmoose. On October 14, 2008 the Company had acquired Bullmoose as described in Note 3 to the attached consolidated financial statements.  However,  on or about August 10, 2010, the Company and its directors and officers other than the defendant discovered that that Defendant had apparently taken steps to sell the Companys interest in Bullmoose to a third party in which that Defendant had a significant interest.  As of this date, a settlement has been reached underwhich the companys acquisition of Bullmoose will be rescinded.  More particularly, the 6,000,000 shares issued by the company as consideration for the acquisition will be cancelled and $75,000 of the $85,000 as part consideration for the acquisition, will be returned to the company.  A closing date of June 30, 2012 has been set.  The company continues to retain title to Bullmoose as of March 31, 2011 and until the settlement closes and afterwards, if the settlement does not close.  We know of no other material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any other material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.  Item 1A. Risk Factors   We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.  As noted above, the Company is currently subject to a cease trade order, prohibited it from issuing any securities.   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  Recent Sale of Unregistered Securities  None.  Use of Proceeds from Unregistered Securities  Not Applicable.    Page 29 of 33       Item 3.  Defaults Upon Senior Securities  None. Item 4. (Removed and Reserved)      Item 5.  Other Information  No items to disclose.  Item 6.  Exhibits  Exhibit NumberExhibit Title31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.    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.  June 13, 2012  NT MINING CORPORATIONBY:/s/ Carman ParenteCarman Parente, Chief Executive Officer,  Chief Financial Officer and a Member of the Board of Directors   Page 30 of 33     EXHIBIT 31.1  CERTIFICATIONS I, Carman Parente, certify that:  1.       I have reviewed this Form 10-Q of NT Mining Corporation; 2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant and have:  (a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 13, 2012/s/ Carman ParenteCarman Parente, Chief Executive Officer   Page 31 of 33     EXHIBIT 31.1  CERTIFICATIONS I, Carman Parente, certify that:  1.       I have reviewed this Form 10-Q of NT Mining Corporation; 2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant and have:  (a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 13, 2012/s/ Carman ParenteCarman Parente, Chief Financial Officer   Page 32 of 33     EXHIBIT 32.1  CERTIFICATION OF 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  In connection with the accompanying Quarterly Report on Form 10-Q of NT Mining Corporation for the quarter ended March 31, 2011, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:  (1)the Quarterly Report on Form 10-Q of NT Mining Corporation for the quarter ended March 31, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and  (2)the information contained in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, fairly presents in all material respects, the financial condition and results of operations of NT Mining Corporation.   Dated: June 13, 2012/s/ Carman ParenteCarman Parente, Chief Executive OfficerDated: June 13, 2012/s/ Carman ParenteCarman Parente, Chief Financial Officer    Page 33 of 33