UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549FORM 10-Q(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

Commission File Number: 000-28581

(Exact name of registrant as specified in its charter)

NT Mining Corporation

|**Nevada, USA**                                                | **94-3342064**                      
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     

Suite 280, 13071 Vanier Place, Richmond, BC V6V 2J1 Canada

(Address of principal executive offices) (Zip Code)

(Registrants telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes XNo

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 XNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of large accelerated filer,

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accelerated filer and smaller reporting Company in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer

(Do not check if a smaller reporting Company) Smaller reporting Company

SEC 1296 (04-09) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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

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|Yes |  
|No  | X

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.

23,546,407 common shares outstanding as at June 30, 2009

PART IFINANCIAL INFORMATIONItem 1. Financial Statements.

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|                                                                 |  |  | NT MINING CORPORATION      |  |    |    |  |   
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|ReporttoManagementon2ndQuarteroperations                         |  |  |                            |  |    | F2 | 
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|FinancialStatements:                                             |  |  |                            |  |    |    |  |    |  |     
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|ConsolidatedBalanceSheetsasofJune30,2009and2008                  |  |  |                            |  | F3 |   
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|ConsolidatedStatementsofOperationsforthequartersended            |  |  |                            |  |   
|June30,2009and2008                                               |  |  |                            |  |    |    |  | F4 | 
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|ConsolidatedStatementsofChangesinStockholdersEquity(Deficiency) |  |  |                            | 
|forthequartersendedJune30,2009and2008                            |  |  |                            |  |    | F5 | 
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|ConsolidatedStatementsofCashFlowsforthequartersended             |  |  |                            |  |   
|June30,2009and2008                                               |  |  |                            |  |    |    |  | F6 | 
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|NotestoConsolidatedFinancialStatements                           |  |  |                            |  |    | F7 | 

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REPORT TO MANAGEMENT

To: Jordan Wangh, President and CEONT Mining CorporationSuite 280 - 13071 Vanier PlaceRichmond, BC V6V 2J1Canada

Dear Sir:

Please find enclosed unaudited consolidated financial statements for the quarter ended June 30, 2009, these statements have been prepared from the records of the Company without audit.

The financial statements and accompanying notes will be required for the Form 10-Q report for the quarter ended June 30, 2009

All significant transactions have been recorded, and all Bank accounts have been reconciled as at the statement date of June 30, 2009.

If additional information or detail is required, please contact the writer at your convenience. Thank you

Sincerely

Signed by "Robert Hughes"

Robert HughesParksville, BCAugust 5, 2009

F2

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NT MINING CORPORATION AND SUBSIDIARY

(AnExplorationStageCompany)NotestoConsolidatedFinancialStatements

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

TheCompany

NTMiningCorporation(NTMC)wasincorporatedinthestateofNevadaonFebruary10,1997.ItswhollyownedsubsidiaryBullmooseMinesLtd.(BML)wasincorporatedintheNorthwestTerritories,CanadaonFebruary29,2000.OnOctober14,2008(seeNote2),NTMCacquiredBML.

NTMCwasformerlynamedClearWaterMining,Inc.(toMarch11,1999),ECasinoGamingCorporation(toJune21,1999),EVegas.comInc.(toJuly20,2000),1stGenx.comInc.(toOctober18,2001),OasisInformationSystems,Inc.(toJanuary27,2005),and777SportsEntertainment,Corp.(toSeptember26,2008).OnDecember15,2007,NTMCsformerpresidentdiedandNTMCdiscontinueditsthenbusinessoperations.

BMLownsMineralLease#2775plus4locatedmineralclaimsintheSouthMacKenzieMiningDistrict,NorthwestTerritories,Canada(theMiningProperty).AccordingtoageologicalreportissuedMay6,2008,from1985untilshutdowninJanuary1987,approximately54,000tonsoforewereminedandmilledtoproduceapproximately20,000ouncesofgoldbyaformerowneroftheMiningProperty.Subjecttotheavailabilityofsufficientworkingcapital,BMLintendstoerectaportablemillonthesiteandmilltheapproximately10,000tonsofbrokenmaterialinthecoarseorestockpile.

OnFebruary2,2005,NTMCeffecteda1for300reversestocksplit.OnSeptember11,2008,NTMCeffecteda1for2000reversestocksplit.Thefinancialstatementshavebeenretroactivelyadjustedtoreflectthesereversestocksplits.

NTMCandBMLarecollectivelyreferredtoastheCompany.

PrinciplesofConsolidation

TheaccompanyingconsolidatedfinancialstatementsincludetheaccountsofNTMCanditswhollyownedsubsidiaryBMLfromthedateofitsacquisitiononOctober14,2008.Allsignificantintercompanybalancesandtransactionshavebeeneliminatedinconsolidation.

BasisofPresentation

Thefinancialstatementshavebeenpreparedonagoingconcernbasis,whichcontemplatestherealizationofassetsandliquidationofliabilitiesinthenormalcourseofbusiness.However,asofJune30,2009,theCompanyhadnegativeworkingcapitalof$241,976anda

F7

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NT MINING CORPORATION AND SUBSIDIARY

(AnExplorationStageCompany)NotestoConsolidatedFinancialStatements

stockholdersdeficiencyof$81,691.Further,fortheyearsendedDecember31,2008and2007,theCompanyincurredlossestotalling$74,337.ThesefactorscreatesubstantialdoubtastotheCompanysabilitytocontinueasagoingconcern.TheCompanyplanstoimproveitsfinancialconditionbyobtainingnewfinancing.However,thereisnoassurancethattheCompanywillbesuccessfulinaccomplishingthisobjective.ThefinancialstatementsdonotincludeanyadjustmentsthatmightbenecessaryshouldtheCompanybeunabletocontinueasagoingconcern.

UseofEstimates

ThepreparationoffinancialstatementsinconformitywithaccountingprinciplesgenerallyacceptedintheUnitedStatesrequiresmanagementtomakeestimatesandassumptionsthataffectthereportedamountsofassetsandliabilitiesanddisclosureofcontingentassetsandliabilitiesatthedatesofthefinancialstatementsandthereportedamountsofrevenuesandexpensesduringthereportingperiods.Actualresultscoulddifferfromthoseestimates.

MineralPropertyCosts

Mineralpropertyexplorationcostsareexpensedasincurred.MineralpropertyacquisitioncostsareinitiallycapitalizedwhenincurredusingtheguidanceinEITF0402,WhetherMineralRightsAreTangibleorIntangibleAssets,TheCompanyassessesthecarryingcostsforimpairmentunderSFAS144,AccountingforImpairmentorDisposalofLongLivedAssetsateachfiscalquarterend.Whenithasbeendeterminedthatamineralpropertycanbeeconomicallydevelopedasaresultofestablishingprovenandprobablereserves,thecoststhenincurredtodevelopsuchproperty,arecapitalized.Suchcostswillbeamortizedusingtheunitsofproductionmethodovertheestimatedlifeoftheprobablereserve.Ifmineralpropertiesaresubsequentlyabandonedorimpaired,anycapitalizedcostswillbechargedtooperations.

LonglivedAssets

InaccordancewiththeFinancialAccountingStandardsBoard(FASB)SFASNo.144,AccountingfortheImpairmentorDisposalofLongLivedAssets,thecarryingvalueofintangibleassetsandotherlonglivedassetsisreviewedonaregularbasisfortheexistenceoffactsorcircumstancesthatmaysuggestimpairment.TheCompanyrecognizesanimpairmentwhenthesumoftheexpectedundiscountedfuturecashflowsislessthanthecarryingamountoftheasset.Impairmentlosses,ifany,aremeasuredastheexcessofthecarryingamountoftheassetoveritsestimatedfairvalue.

TheCompanyisintheexplorationstageandisintheprocessofdeterminingwhetherthesepropertiescontainorereserveswhichareeconomicallyrecoverable.

F8

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NT MINING CORPORATION AND SUBSIDIARY

(AnExplorationStageCompany)NotestoConsolidatedFinancialStatements

Fair Value of Financial Instruments

The Companys financial instruments consist of cash and cash equivalents, debenture payable and accrued expenses, and due to related party as June 30, 2009. The fair value of these financial instruments approximate 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.

ForeignCurrencyTranslation

The functional currency of NTMC is the United States dollar. The functional currency of BML is the Canadian dollar. The reporting currency of the Company is the United States dollar.

TheassetsandliabilitiesofBMLaretranslatedintoUnitedStatesdollarsatperiodendexchangerates($0.816196atDecember31,2008).

TherevenuesandexpensesaretranslatedintoUnitedStatesdollarsataverageexchangeratesfortheperiod($0.8639forthequarterendedJune30,2009).

Resultingtranslationadjustmentsarerecordedasacomponentofaccumulatedothercomprehensiveincome(loss)withinstockholdersequity.

Transaction gains or losses arising from exchange rate fluctuations on balances or transactions denominated in a currency other than the functional currency are included in the consolidated results of operations. There is no material foreign currency transaction gain or loss for the quarters ended June 30, 2009 and 2008.

CashandCashEquivalents

TheCompanyconsidersallliquidinvestmentspurchasedwithanoriginalmaturityofthreemonthsorlesstobecashequivalents.

Furniture,Fixtures,andOfficeEquipment

Furniture,fixtures,andofficeequipmentarestatedatcostlessaccumulateddepreciation.

Additionsarecapitalizedandmaintenanceandrepairsarechargedtoexpenseasincurred.Depreciationisprovidedusingthestraight linemethodovertheestimatedusefullivesoftheassets.

Long LivedAssets

Longlivedassets,includingtheminingproperty,areevaluatedforimpairmentwhenevereventsorconditionsindicatethatthecarryingvalueofanassetmaynotberecoverable.

Ifthesumoftheexpectedundiscountedcashflowsislessthanthecarryingvalueoftherelatedassetorgroupofassets,alossisrecognizedforthedifferencebetweenthefair

valueandcarryingvalueoftheassetorgroupofassets.

F 9

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NT MINING CORPORATION AND SUBSIDIARY

(AnExplorationStageCompany)NotestoConsolidatedFinancialStatements

RevenueRecognition

Revenuefromproductsalesisrecognizedwhenallofthefollowingcriteriaaremet:(1)persuasiveevidenceofanarrangementexists,(2)thepriceisfixedordeterminable,

(3)collectabilityisreasonablyassured,and(4)deliveryhasoccurred.

IncomeTaxes

Incometaxesareaccountedforundertheassetsandliabilitymethod.Currentincometaxesareprovidedinaccordancewiththelawsoftherespectivetaxingauthorities..

Deferredincometaxesareprovidedfortheestimatedfuturetaxconsequencesattributabletodifferencesbetweenthefinancialstatementcarryingamountsofexistingassetsand

liabilitiesandtheirrespectivetaxbasesandoperatinglossandtaxcreditcarryforwards.Deferredtaxassetsandliabilitiesaremeasuredusingenactedtaxratesineffectforthe

yearinwhichthosetemporarydifferencesareexpectedtoberecoveredorsettled.Deferredtaxassetsarereducedbyavaluationallowancewhen,intheopinionofmanagement,

itisnotmorelikelythannotthatsomeportionorallofthedeferredtaxassetswillberealized.

NetIncome(Loss)perShare

Basicnetincome(loss)percommonshareiscomputedonthebasisoftheweightedaveragenumberofcommonsharesoutstandingduringtheperiod.

Dilutednetincome(loss)pershareiscomputedonthebasisoftheweightedaveragenumberofcommonsharesanddilutivesecurities(suchasstockoptionsand

convertiblesecurities)outstanding.Dilutivesecuritieshavinganantidilutiveeffectondilutednetincome(loss)pershareareexcludedfromthecalculation.

RecentlyIssuedAccountingPronouncements

CertainaccountingpronouncementshavebeenissuedbytheFASBandotherstandardsettingorganizationswhicharenotyeteffectiveandhavenotyetbeenadoptedbytheCompany.

TheimpactontheCompanysfinancialpositionandresultsofoperationsfromadoptionofthesestandardsisnotexpectedtobematerial.

NOTE2ACQUISITIONOFBULLMOOSEMINESLTD.

OnOctober14,2008,NTMCacquiredBullmooseMinesLtd.(BML)inexchangefor$12,000cash,3,000,000sharesofNTMCcommonstockvaluedat$3,000,

adebentureinthefaceamountof$480,624valuedatfairvalueof$359,371(seeNote3),andassumptionofaccountspayabletotalling$47,019,orfortotal

considerationof$421,390.Theconsiderationwasallocated$165tocashandcashequivalents,$26toprepaidexpenses,and$421,199totheMiningProperty.

TherelatedSharePurchaseAgreementalsoprovidesforpaymentoffutureroyaltiestothesellerofBMLequivalentto6%oftheNetSmelterReturns,asdefined,fromthe

MiningProperty.ThesellerofBMLwas

F10

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NT MINING CORPORATION AND SUBSIDIARY(AnExplorationStageCompany)NotestoConsolidatedFinancialStatements

HughesMaritimeCorp.(HMC),ownerofapproximately12.7%oftheissuedandoutstandingcommonstockofNTMCatJune30,2009.HadtheacquisitionoccurredonJanuary1,2007,proformarevenues,netloss,andnetlosspersharebasicanddiluted)wouldhavebeen$0,$(89,497),and$(0.01)pershare,respectively,fortheyearendedDecember31,2008and$16,693,$(72,192),and$(0.02)pershare,respectively,fortheyearendedDecember31,2007.NOTE3DEBENTUREPAYABLEDebenturepayableatDecember31,2008consistsof:



Thedebenture,whichwasissuedtothesellerofBMLonOctober14,2008,didnotprovideforanyinterest.Accordingly,theCompanyrecordedthedebentureatthe$368,704presentvalue(discountedata12%annualinterestrate)ofthe$480,624totalpaymentsdueandisamortizingthe$111,920debtdiscountasinterestexpenseusingtheinterestmethodoverthefouryeartermofthedebenture.AfterOctober14,2012,interestispayablemonthlyata12%annualinterestrate.ThedebentureissecuredbytheassetsofNTMC,includingtheissuedandoutstandingsharesofBMLwhichweresoldtoNTMC,andtheMiningProperty.ThedebentureisconvertibleattheoptionoftheholdersintoUnitsofNTMCataconversionrateof$0.50perUnit;eachUnitconsistsofoneshareofNTMCcommonstockandonewarrantexercisableintooneshareofNTMCcommonstockatapriceof$0.60pershareatanytimefromtheexerciseoftheConversionOptiontotwoyearsthereafter.

F11

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NT MINING CORPORATION AND SUBSIDIARY

(AnExplorationStageCompany)NotestoConsolidatedFinancialStatements

NOTE4STOCKHOLDERSEQUITY

OnFebruary2,2005,NTMCeffecteda1for300reversestocksplit.OnSeptember11,2008,NTMCeffecteda1for2000reversestocksplit.Thefinancialstatementshavebeenretroactivelyadjustedtoreflectthesereversestocksplits.

In2007,NTMCissuedatotalof37,584sharesofitscommonstocktosettledebttotalling$485,805.

In2008,NTMCissuedatotalof20,210,846sharesofitscommonstock(including1,500,000sharestoCapcoraInvestmentCorp.,acorporationcontrolledbyJordanWangh,NTMCspresidentanddirector,and1,500,000sharestoAtrypaGoldCorporation,acorporationcontrolledbyRichardFesiuk,NTMCssecretaryanddirector)tosettledebttotalling$332,876.OnNovember26,2008,NTMCsoldatotalof280,000sharesofitscommonstocktothreeinvestorsatapriceof$0.55pershareor$154,000total.

AtJune30,2009,theoutstandingdebentureisconvertibleintoupto961,248sharesofNTMCcommonstockand961,248warrantstopurchaseupto961,248additionalsharesofNTMCcommonstockatapriceof$0.60pershareatanytimefromtheexerciseoftheConversionOptiontotwoyearsthereafter.

NOTE5RELATEDPARTYTRANSACTIONS

AtJune30,2008,accountspayableandaccruedexpensesinclude$7,500managementfeespayabletoJordanWangh,NTMCspresidentanddirector,$10,500duetoOmnexisConsultingCorp.,acorporationcontrolledbyJordanWangh,$8,162duetoRichardFesiuk,NTMCssecretaryanddirector,$7,500accountingandadministrativefeespayabletoRobertHughes,thepartywhocontrolsHMC,and$12,000duetoHMC.

TheduetorelatedpartyatJune30,2009($6,706)andJune30,2008($7,253)isdueOmnexisConsultingCorp.,noninterestbearing,anddueondemand.

NOTE6INCOMETAXES

ForthequartersendedJune30,2009and2008,NTMCandBMLrecordednoprovisionsforincometaxesasbothcorporationshadnegativetaxableincomeforsuchperiods.

Basedonmanagementspresentassessment,theCompanyhasnotyetdeterminedittobemorelikelythannotthatadeferredtaxassetattributabletothefutureutilizationofthenetoperatinglosscarryforwardsasofJune30,2009willberealized.Accordingly,theCompanyhas

F12

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NT MINING CORPORATION AND SUBSIDIARY

(AnExplorationStageCompany)NotestoConsolidatedFinancialStatements

provideda100%allowanceagainstthedeferredtaxassetinthefinancialstatementsatJune30,2009.TheCompanywillcontinuetoreviewthisvaluationallowanceandmakeadjustmentsasappropriate.

CurrentUnitedStatesincometaxlawslimittheamountoflossavailabletobeoffsetagainstfuturetaxableincomewhenasubstantialchangeinownershipoccurs.Therefore,theamountavailabletooffsetfuturetaxableincomemaybelimited.

NOTE7COMMITMENTSANDCONTINGENCIES

RentalagreementTheCompanyusesofficespaceprovidedbyNTMCspresidentanddirectoratnocosttotheCompany.

F13

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

MANAGEMENT DISCUSSION & ANALYSIS  JUNE 30, 2009

The following management discussion and analysis (MDA) provides information on the activities of NT Mining Corporation (NTMG or the Company) and should be read in conjunction with the interim unaudited financial statements as at June 30, 2009 and of the audited financial statements and notes thereto and the audited financial statements and notes thereto for the year ended December 31, 2008. Readers are cautioned that managements discussion and analysis contains forward-looking statements and that actual events may vary from managements expectations.

Description of Business and Report Date

The Company's principal business activity is the exploration and development of mineral properties. The Company acquired exploration properties in the Northwest Territory, Canada, during the year ended December 31, 2008.

Certain information disclosed in this discussion is derived from the Companys audited financial statements for the year ended December 31, 2008.

The following MDA is for the three months ended June 30, 2009 (the Current Period) and includes relevant information up to August 5, 2009 (the Report Date).

Liquidity and Capital Resources

At June 30, 2009 the Company had $7,114 in total current assets against current liabilities of $249,090, Management is currently investigating sources of financing to continue operations.

Results of Operations during the Quarter

For the three months ended June 30, 2009 the Company had a net loss of ($50,839) against a loss of ($17,585) in the same period in 2008 There were no revenues in the most recent quarter against no revenue in the quarter ended June 30, 2008.

Requirement for Additional Financing

The Company is in the mineral exploration and development business and has incurred losses since its inception. The Company has no revenue generating operations and has funded its operations primarily through the issue of capital stock. The Company may be required to raise additional funds in the future in order to explore and develop its mineral properties, to acquire additional exploration properties, or to acquire and develop other business opportunities. However, there can be no assurances that the Company will be able to secure acceptable financing to conduct such activities.

Financial instruments

The Company's financial instruments consist of cash, receivables, and accounts payable and accrued liabilities. The fair value of cash, receivables, and accounts payable and accrued liabilities are assumed to approximate their carrying amounts because of their short term to maturity. The Company is exposed to credit risk to the extent that its debtors may be unable to repay amounts owing to the Company.

OTHER

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Prior events

During the year 2008 the Company acquired all of the shares of a Canadian Corporation Bullmoose Mines Ltd which Company holds title to the former Gold ProducerThe Bullmoose Minelocated in the Northwest Territory for cash, shares and the assumption of debt.

The Company in 2008 also completed a private placement of shares at a price of $0.55 per share, a total of 280,000 shares were issued against payment to the Company of $ 154,000.00 The Company raised the sum of $5,500 by the sale of 10,000 restricted common shares at a price of $0.55 per share, during the quarter.

We also filed a form 10 with the Securities and Exchange Commission in the United States at the time of this writing the form 10 is still under review.

Investor relations

The Company handles its investor relations internally.

Additional Information

Additional information is available concerning the Company and its operations on SEDAR atwww.sedar.com. Additional financial information concerning the Company is provided in its audited financial statements for the years ended December 31, 2008 and 2007. Copies of this information are available by contacting the Company at its offices located at 280-13073 Vanier Place, Richmond, BC V6V 2J1 Canada Telephone 604-249-5001; fax 604-303-7773.

Directors and Officers

The Companys directors and officers as at the Report Date are:

|                                                             |                                                                            
|------------------------------------------------------------ | ---------------------------------------------------------------------------
|Directors:
Jordan Wangh, Director, Richard Fesiuk, Director, | Officers:
President and Chief Executive Officer Corporate Secretary and CFO

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are not listed or quoted on any exchange and we may never obtain such a listing or quotation.

- There may never be a market for stock and stock held by our shareholders may have little or no value. There is presently no public market in our shares. We intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities, we cannot guarantee that such sponsorship will be approved and our stock listed and quoted for sale. Even if our shares are quoted for sale, buyers may be insufficient in numbers to allow for a robust market, it may prove impossible to sell your shares.
- Even if we obtain a listing on an exchange and a market for our shares develops, sales of a substantial number of shares of our common stock into the public market by certain stockholders may result in significant downward pressure on the price of our common stock and could affect your ability to realize the current trading price of our common stock.

The trading price of our common stock on the may fluctuate significantly and stockholders may have difficulty reselling their shares.

- Additional issuances of equity securities may result in dilution to our existing stockholders. Our Articles of Incorporation authorize the issuance of 200,000,000 shares of common stock.

Our common stock is subject to the "penny stock" rules of the SEC.

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- Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
- Because our stock is not traded on a stock exchange or on the NASDAQ National Market or the NASDAQ Small Cap Market and because the market price of the common stock is less than $5.00 per share, the common stock is classified as a "penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
- That a broker or dealer approve a person's account for transactions in penny stocks; and
- The broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
- In order to approve a person's account for transactions in penny stocks, the broker or dealer must: Obtain financial information and investment experience objectives of the person; and Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which: Sets forth the basis on which the broker or dealer made the suitability determination; and; That the broker or dealer received a signed, written agreement from the investor prior to the transaction.
- Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
- Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

A decline in the future price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

- Our directors and officers reside outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

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- Investing in our Common Stock will provide you with an equity ownership in a resource Company. As one of our stockholders, you will be subject to risks inherent to our business. The trading price of your shares will be affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of your investment may decrease, resulting in a loss. You should carefully consider the following factors as well as other information contained in this registration statement before deciding to invest in shares of our Common Stock.
- The factors identified below are important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward- looking statement made by, or on behalf of, the Company. Where any such forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, the Company, or its management, expresses an expectation or belief as to the future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result, or be achieved or accomplished.Taking into account the foregoing, the following are identified as important risk factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

40.79% of our shares of Common Stock are controlled by Principal Stockholders and Management.

40.79% of our Common Stock is controlled by five stockholders of record. This figure includes stock controlled by directors and officers who are the beneficial owners of about 12.74% of our Common Stock. Such ownership by the Company's principal shareholders, executive officers and directors may have the effect of delaying, deferring, preventing or facilitating a sale of the Company or a business combination with a third party.

Even taking into account the limitations of Rule 144, the future sales of restricted shares could have a depressive effect on the market price of the Companys securities in any market, which may develop.

The 23,536,407 shares of Common Stock presently issued and outstanding, as of the date hereof, are restricted securities as that term is defined under the Securities Act of 1933, as amended, (the Securities Act) and in the future may be sold in compliance with Rule 144 of the Securities Act, or pursuant to a Registration Statement filed under the Securities Act. Rule 144 provides, in essence, that a person, who has not been an affiliate of the issuer for the past 90 days and has held restricted securities for six months of an issue that has been reporting for a period of at least 90 days, may sell those securities so long as the Company is current in its reporting obligations. After one year, non-affiliates are permitted to sell their restricted securities freely

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without being subject to any other Rule 144 condition. Sales of restricted shares by our affiliates who have held the shares for six months are limited to an amount equal to one percent (1%) of the Companys outstanding Common stock that may be sold in any three-month period. After the shares registered herein are freely traded, unregistered holders of the restricted shares may each sell approximately 235,364 shares during any ninety-day (90 day) period after the registration statement becomes effective. Additionally, Rule 144 requires that an issuer of securities make available adequate current public information with respect to the issuer. Such information is deemed available if the issuer satisfies the reporting requirements of sections 13 or 15(d) of the Securities and Exchange Act of 1934 (the Securities Exchange Act) or of Rule 15c2-11 thereunder. There is no limitation on such sales and there is no requirement regarding adequate current public information. Sales under Rule 144 or pursuant to a Registration Statement filed under the Act, may have a depressive effect on the market price of our securities in any market, which may develop for such shares.

If shareholders sell a large number of shares all at once or in blocks, the value of our shares would most likely decline.

The Company has 23,536,407 shares of Common Stock outstanding as of December 31, 2008, of which 17,536.407 will eventually become freely tradable. The availability for sale of a large amount of shares may depress the market price for our Common Stock and impair our ability to raise additional capital through the public sale of Common Stock. The Company has no arrangement with any of the holders of our shares to address the possible effect on the price of the Company's Common Stock of the sale by them of their shares.

PART IIOTHER INFORMATION

None

Item 1. Legal Proceedings.

The Company is not involved in any legal proceedings as at the report date

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

During the quarter ended June 30, 2009, the Company sold 10,000 shares of stock at $ 0.55 per share the $ 5,500.00 was added to working capital

Item 3. Defaults Upon Senior Securities.

No defaults

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit31.1 Chief Executive Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act

Exhibit 31.2 Chief Financial Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act

Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

NT MINING CORPORATION

(Registrant)

Date August 17, 2009Date August 17, 2009

/s/ "Jordan Wangh"_________________________________Jordan Wangh, President and CEO/s/ "Richard Fesiuk"__________________________________Richard Fesiuk, Secretary and CFO

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