U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                Quarterly Report Under Section 12(b) or 12(g) of
                           The Securities Act of 1934

                       For the Period ended March 31, 2006

                        Commission File Number 000-51246


                              ARMITAGE MINING CORP.
                 (Name of small business issuer in its charter)


        Nevada                                                  84-1647399
(State of incorporation)                                (IRS Employer ID Number)


                           #520 - 470 Granville Street
                          Vancouver, BC, Canada V6C 1V5
                                 (604) 687-7178
          (Address and telephone number of principal executive offices)

Check 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 [X] No [ ]

Check whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act). Yes [X] No [ ]

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [X] No [ ]

There were 1,700,000 shares of Common Stock outstanding as of March 31, 2006.
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                              INTERIM BALANCE SHEET
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                               MARCH 31         SEPTEMBER 30
                                                                 2006               2005
                                                               --------           --------
<S>                                                            <C>                <C>
ASSETS

CURRENT
  Cash                                                         $  5,023           $ 13,924
                                                               ========           ========
LIABILITIES

CURRENT
  Accounts payable and accrued liabilities                     $  2,195           $  4,966
                                                               --------           --------

STOCKHOLDERS' EQUITY

SHARE CAPITAL
  Authorized:
    75,000,000 Common shares, par value $0.001 per share

  Issued and outstanding:
    1,700,000 Common shares                                       1,700              1,700

  Additional paid-in capital                                     38,300             38,300

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE                (37,172)           (31,042)
                                                               --------           --------
                                                                  2,828              8,958
                                                               --------           --------

                                                               $  5,023           $ 13,924
                                                               ========           ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       1
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                         INTERIM STATEMENT OF OPERATIONS
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                                        CUMULATIVE
                                                                                                       PERIOD FROM
                                                                                                        INCEPTION
                                                                                                         APRIL 30
                                            THREE MONTHS ENDED                SIX MONTHS ENDED           2004 TO
                                                 MARCH 31                         MARCH 31               MARCH 31
                                         2006              2005           2006              2005           2006
                                      ----------        ----------     ----------        ----------     ----------
<S>                                   <C>               <C>            <C>               <C>            <C>
REVENUE                               $       --        $       --     $       --        $       --     $       --
                                      ----------        ----------     ----------        ----------     ----------
EXPENSES
  Consulting fees                            230                --            555             5,000         11,965
  Exploration expenditures                    --                --             --                --          6,877
  Filing fees                                 --                --             --               174          3,107
  Office and administration                  375                33            945               115          1,672
  Professional fees                        4,630                --          4,630               500         13,551
                                      ----------        ----------     ----------        ----------     ----------

NET LOSS FOR THE PERIOD               $    5,235        $       33     $    6,130        $    5,789     $   37,172
                                      ==========        ==========     ==========        ==========     ==========

BASIC AND DILUTED LOSS PER SHARE      $    (0.00)       $    (0.00)    $    (0.00)       $    (0.00)
                                      ==========        ==========     ==========        ==========
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                           1,700,000         1,700,000      1,700,000         1,700,000
                                      ==========        ==========     ==========        ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                         INTERIM STATEMENT OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                                             CUMULATIVE
                                                                                                            PERIOD FROM
                                                                                                             INCEPTION
                                                                                                              APRIL 30
                                                       THREE MONTHS ENDED          SIX MONTHS ENDED           2004 TO
                                                            MARCH 31                    MARCH 31              MARCH 31
                                                      2006           2005         2006           2005           2006
                                                    --------       --------     --------       --------       --------
<S>                                                 <C>               <C>          <C>               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                           $ (5,235)      $    (33)    $ (6,130)      $ (5,789)      $(37,172)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
 USED BY OPERATING ACTIVITIES
  Accounts payable and accrued liabilities               799             --       (2,771)        (2,000)         2,195
                                                    --------       --------     --------       --------       --------
                                                      (4,434)           (33)      (8,901)        (7,789)       (34,977)
                                                    --------       --------     --------       --------       --------
CASH FLOWS FROM FINANCING ACTIVITY
  Share capital issued for cash                           --             --           --             --         40,000
                                                    --------       --------     --------       --------       --------

(DECREASE) INCREASE IN CASH                           (4,434)           (33)      (8,901)        (7,789)         5,023

CASH, BEGINNING OF PERIOD                              9,457         25,768       13,924         33,524             --
                                                    --------       --------     --------       --------       --------

CASH, END OF PERIOD                                 $  5,023       $ 25,735     $  5,023       $ 25,735       $  5,023
                                                    ========       ========     ========       ========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Interest paid                                     $     --       $     --     $     --       $     --       $     --
  Income taxes paid                                 $     --       $     --     $     --       $     --       $     --
                                                    ========       ========     ========       ========       ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2006
                                   (Unaudited)
                            (Stated in U.S. Dollars)


1. BASIS OF PRESENTATION

   The  unaudited   financial   information   furnished   herein   reflects  all
   adjustments, which in the opinion of management are necessary to fairly state
   the Company's  financial  position and the results of its  operations for the
   periods  presented.  This report on Form 10-Q  should be read in  conjunction
   with the Company's  financial  statements  and notes thereto  included in the
   Company's Form 10-K for the fiscal year ended September 30, 2005. The Company
   assumes that the users of the interim financial  information herein have read
   or have access to the audited  financial  statements for the preceding fiscal
   year  and  that the  adequacy  of  additional  disclosure  needed  for a fair
   presentation  may  be  determined  in  that  context.  Accordingly,  footnote
   disclosure,  which would substantially  duplicate the disclosure contained in
   the Company's  Form 10-K for the fiscal year ended  September  30, 2005,  has
   been omitted.  The results of operations for the six-month period ended March
   31, 2006 are not necessarily indicative of results for the entire year ending
   September 30, 2006.

2. NATURE OF OPERATIONS

   a) Organization

     The Company was incorporated in the State of Nevada,  U.S.A.,  on April 30,
     2004.

   b) Exploration Stage Activities

     The Company has been in the  exploration  stage since its formation and has
     not yet realized any revenues from its planned operations.  It is primarily
     engaged in the acquisition and exploration of mining properties.

   c) Going Concern

     The  accompanying  financial  statements  have been  prepared  assuming the
     Company will continue as a going concern.

     As  shown  in  the  accompanying  financial  statements,  the  Company  has
     accumulated losses of $37,172 for the period from inception, April 30, 2004
     to March 31, 2006, and has no sales. The future of the Company is dependent
     upon its ability to obtain financing and upon future profitable  operations
     from the  development  of its mineral  properties.  Management has plans to
     seek additional  capital through a public offering of its common stock. The
     financial  statements  do  not  include  any  adjustments  relating  to the
     recoverability and classification of recorded assets, or the amounts of and
     classification  of  liabilities  that might be  necessary  in the event the
     Company cannot continue in existence.

                                       4
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2006
                                   (Unaudited)
                            (Stated in U.S. Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES

   The financial statements of the Company have been prepared in accordance with
   generally  accepted  accounting  principles in the United  States.  Because a
   precise determination of many assets and liabilities is dependent upon future
   events,  the  preparation of financial  statements  for a period  necessarily
   involves the use of estimates which have been made using careful judgement.

   The  financial  statements  have,  in  management's  opinion,  been  properly
   prepared within  reasonable limits of materiality and within the framework of
   the significant accounting policies summarized below:

   a) Organizational and Start Up Costs

     Costs of start up activities,  including organizational costs, are expensed
     as incurred.

   b) Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  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  date  of the
     financial statements, and the reported amounts of revenues and expenses for
     the reporting period. Actual results could differ from these estimates.

   c) Mineral Property Acquisition Payments and Exploration Costs

     The Company  expenses all costs incurred on mineral  properties to which it
     has secured  exploration  rights prior to the  establishment  of proven and
     probable reserves.  If and when proven and probably reserves are determined
     for a  property  and a  feasibility  study  prepared  with  respect  to the
     property, then subsequent exploration and development costs of the property
     will be capitalized.

     The Company  regularly  performs  evaluations  of any investment in mineral
     properties to assess the  recoverability  and/or the residual  value of its
     investments  in these  assets.  All  long-lived  assets  are  reviewed  for
     impairment  whenever  events or  circumstances  change  which  indicate the
     carrying amount of an asset may not be recoverable.

                                       5
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2006
                                   (Unaudited)
                            (Stated in U.S. Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

   d) Exploration Expenditures

     The Company follows a policy of expensing exploration  expenditures until a
     production decision in respect of the project and the Company is reasonably
     assured  that  it  will  receive  regulatory   approval  to  permit  mining
     operations,  which may  include the  receipt of a legally  binding  project
     approval certificate.

     Management  periodically  reviews the carrying value of its  investments in
     mineral  leases  and claims  with  internal  and  external  mining  related
     professionals.  A decision to abandon,  reduce or expand a specific project
     is based upon many factors  including  general and specific  assessments of
     mineral deposits,  anticipated  future mineral prices,  anticipated  future
     costs of  exploring,  developing  and  operating  a  production  mine,  the
     expiration term and ongoing expenses of maintaining  mineral properties and
     the general  likelihood that the Company will continue  exploration on such
     project.  The  Company  does not set a  pre-determined  holding  period for
     properties  with  unproven  deposits,  however,  properties  which have not
     demonstrated  suitable metal concentrations at the conclusion of each phase
     of  an  exploration   program  are  re-evaluated  to  determine  if  future
     exploration  is warranted,  whether there has been any  impairment in value
     and that their carrying values are appropriate.

     If an area of interest is abandoned or it is  determined  that its carrying
     value cannot be supported by future  production or sale,  the related costs
     are charged against  operations in the year of abandonment or determination
     of value. The amounts recorded as mineral leases and claims represent costs
     to date and do not necessarily reflect present or future values.

     The Company's  exploration  activities  and proposed mine  development  are
     subject to various laws and  regulations  governing  the  protection of the
     environment.  These laws are continually changing,  generally becoming more
     restrictive.  The  Company  has made,  and  expects to make in the  future,
     expenditures to comply with such laws and regulations.

     The  accumulated  costs of  properties  that are  developed on the stage of
     commercial   production   will   be   amortized   to   operations   through
     unit-of-production depletion.

                                       6
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2006
                                   (Unaudited)
                            (Stated in U.S. Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

   e) Foreign Currency Translation

     The  Company's  functional  currency is the U.S.  dollar.  Transactions  in
     foreign currencies are translated into U.S. dollars as follows:

     i)   monetary  items at the rate  prevailing at the balance sheet date;
     ii)  non-monetary  items at the historical  exchange rate;
     iii) revenue  and  expense  at  the  average  rate  in  effect  during  the
          applicable accounting period.

     Gains  and  losses  on  translation   are  included  in  the  statement  of
     operations.

   f) Income Taxes

     The Company has adopted Statement of Financial Accounting Standards No. 109
     - "Accounting for Income taxes" (SFAS 109). This standard  requires the use
     of an asset and liability approach for financial accounting,  and reporting
     on income taxes.  If it is more likely than not that some portion or all of
     a  deferred  tax asset  will not be  realized,  a  valuation  allowance  is
     recognized.

   g) Financial Instruments

     The carrying amount of financial instruments,  including cash, and accounts
     payable and accrued liabilities, approximates their fair values.

   h) Basic and Diluted Loss Per Share

     In accordance with SFAS No. 128 - "Earnings Per Share",  the basic loss per
     common  share is  computed  by dividing  net loss by the  weighted  average
     number of common  shares  outstanding.  Diluted  loss per  common  share is
     computed similar to basic loss per common share except that the denominator
     is increased to include the number of  additional  common shares that would
     have been outstanding if dilutive outstanding common share equivalents were
     issued.  At December 31, 2005, the Company has no outstanding  common stock
     equivalents so basic and diluted loss per share are the same.

                                       7
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2006
                                   (Unaudited)
                            (Stated in U.S. Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

   i) New Accounting Standards

     Management  does  not  believe  that  any  recently  issued,  but  not  yet
     effective,  accounting  standards,  if  currently  adopted,  could  have  a
     material effect on the accompanying financial statements.

4. MINERAL PROPERTY INTEREST

   In May 2004,  the  Company  acquired a 100%  interest  in one  mineral  claim
   located in Ontario,  Canada. The consideration for the acquisition was a cash
   payment of $1,877  ($2,500 CDN).  Armitage  Mining Corp both owns,  and holds
   title to, the claim which expires June 7, 2006.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We expect our current cash in the bank of $5,023 at March 31, 2006, to satisfy
cash requirements for our Phase II operations, which we expect to complete
within the next 3 months, without having to raise additional funds or seek bank
loans.

During the next 3 months, we intend to spend approximately $3,000 in additional
research and assessment of our properties to determine whether further
development will be warranted.

Our Phase I work, which has been completed, included research and assessment of
all available geological reports and historical data available on our properties
and the surrounding area. Following our research phase, we began a detailed
geological mapping and closely spaced (micro-grid) soil and rock sampling to
further define whether any potential for discovery of high-grade, precious
metals exist on any of our properties. Rock and soil samples were collected and
have been sent for analysis for gold, copper, nickel and platinum-group metals
as well as a 6-element analysis for other minerals. We completed Phase I within
our estimated budget of $5,000.

We have received, and are continuing to assess, the results from the Phase I
samples. Contingent on positive results from Phase I research, assessment and
exploration, Phase II will see geophysical surveying, including magnetometer and
VLF-EM surveys carried out over the grid. The methods which will be employed are
more advanced geophysical work to aid in the determination of subsurface
characteristics of the structure. The geophysical work is designed to give a
general understanding of the location and extent of mineralization at depths
that are unreachable by surface excavations and provide a target for more
extensive trenching and core drilling. The estimated budget to complete the
Phase II analysis of our properties is approximately $3,000.

We do not intend to purchase any significant property or equipment, nor incur
any significant changes in employees during the next 12 months. For the period
from inception to March 31, 2006, we had no revenues and incurred net operating
losses of $37,172, consisting of general and administrative expenses incurred in
connection with the preparation and filing of our initial public offering
documents in the State of Nevada and exploration expenditures for Phase I.

Net cash provided by financing activities since inception was $40,000, which
were the total proceeds raised in an initial public offering conducted in the
State of Nevada under an exemption provided by Rule 504 of Regulation D of the

                                       9
<PAGE>
Securities Act of 1933 and $5,000 of which were the total proceeds raised from
the private sale of stock to the officer and directors.

In order to complete the Phase III program, if warranted, we will need to
consider raising additional funds through loans or the sale of additional equity
securities. Currently, no such loans or equity sales are planned.

Our auditors have expressed the opinion that in our current state, there is
substantial doubt about our ability to continue as a going concern; however, we
have enough operating capital to complete our Phase II program over the next 6
months if such a program is warranted.


PLAN OF OPERATION

Following is an outline of the initial exploration program we have implemented
on our property which are referenced in our geological report as Phase I and
Phase II, which cost approximately $10,000 US:

We completed Phase I of the exploration process on our properties and we have
sent the samples to the Lab for analysis. Phase I began with research and
further assessment of available geologic literature, personal interviews with
geologists, mining engineers and others familiar with the prospect sites.
Preliminary prospecting provided critical information regarding the preferred
orientation of the grid given the varying attitude of the various possible
exploration targets. In June 2005 a ground grid was established using 200 meter
intervals between the traverse lines. Each traverse line is 1.6 kilometers in
length, with 50 meter stations. The traverse lines run East-West. A North-South
base line was also established using 200 meter intervals between the traverse
lines. A surveyor's transit was used for the 1.6 kilometer long by 4 foot wide
base line. A geological mapping is recommended for the next stage of the
exploration work.

The historical data research and assessment was completed and further augmented
with geologic mapping, geophysical testing and geochemical testing of our
claims. Existing workings, such as trenches, prospect pits, shafts and tunnels
have been examined. Apparent mineralized zones have been identified and narrowed
down to a specific area by the studies, and minimal trenching was completed in
the area. Some channel of samples were taken and sent for analysis of
economically potential minerals that are known to have occurred in the area. If
an apparent mineralized zone is identified and narrowed down to a specific area
by the studies, we intend to begin re-trenching the area. These trenches are
generally approximately 150 ft. in length and 10-20 ft. wide. These dimensions
allow for a thorough examination of the surface of the vein structure types

                                       10
<PAGE>
generally encountered in the area. They also allow for efficient reclamation,
re-contouring and re-seeding of disturbed areas. Careful interpretation of this
available data collected from the various tests aid in determining whether or
not the prospect, as viewed by our experts, has current economic potential and
whether further exploration is warranted.

Phase II will involve an initial examination of the underground characteristics
of the structure that was identified by Phase I of exploration. Our president,
Laurence Stephenson who holds a BSc in Geology and is a registered Professional
Engineer, will conduct the initial examination in consultation with his mining
colleagues. On February 28, 2006 Mr. Stephenson received a report from a
consulting geologist which recommended that no further work be done on the
property. At this time Mr. Stephenson has decided to keep the property in good
standing and discuss the recommendation with his mining colleagues to determine
if the company should accept the recommendation of the geologist or continue
with the Phase II exploration program. If the company proceeds with the next
phase these exchanges will assist Mr. Stephenson in correctly identifying the
correct procedures to employ and the consultants and field workers to utilize
that will be most beneficial to the company. The results of these surveys will
1) assist in the mapping of the property; 2) attempt to recognize dikes and
mafic intrusives, where present; 3) assist in mapping possible zones of
alteration; and 4) identify the existence of possible off-setting structures.
Geological mapping and sampling should be carried out over the grid in an
attempt to locate zones of mineralization and the distribution of the various
lithologies present. Whole rock analyses, trace element analyses and, possibly,
mineralogical studies should accompany all sampling on the property. Phase II
will be aimed at identifying any mineral deposits of potential economic
importance. The methods which will be employed are more extensive trenching and
more advanced geophysical work to aid in the determination of subsurface
characteristics of the structure. The geophysical work is designed to give a
general understanding of the location and extent of mineralization at depths
that are unreachable by surface excavations and provide a target for more
extensive trenching and core drilling. The trenching will identify the
continuity and extent of mineralization, if any, below the surface. After a
thorough analysis of the data collected in Phase II, a determination will be
made as to whether or not the properties warrant a Phase III study.

If the company decides to implement Phase III, the exploration will be aimed at
precisely defining the depth, the width, the length, the tonnage and the value
per ton of any mineralized body, assuming any are located on our properties.
Once all the geotechnical information is compiled, a program of diamond drilling
will be undertaken to provide an aspect of geological and geochemical
information in the third dimension.

                                       11
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

It is suggested that these financial statements be read in conjunction with our
September 30, 2005 audited financial statements and notes thereto, which can be
found in our Form 10-KSB on the SEC website at www.sec.gov under our SEC File
Number 000-51246.

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgement.

The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:

     a)   Organizational and Start Up Costs

          Costs of start up activities, including organizational costs, are
          expensed as incurred.

     b)   Use of Estimates

          The preparation of financial statements in conformity with generally
          accepted accounting principles 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 date of the financial statements, and the reported amounts of
          revenues and expenses for the reporting period. Actual results could
          differ from these estimates.

     c)   Mineral Property Acquisition Payments and Exploration Costs

          The Company expenses all costs incurred on mineral properties to which
          it has secured exploration rights prior to the establishment of proven
          and probable reserves. If and when proven and probably reserves are
          determined for a property and a feasibility study prepared with
          respect to the property, then subsequent exploration and development
          costs of the property will be capitalized.

          The Company regularly performs evaluations of any investment in
          mineral properties to assess the recoverability and/or the residual

                                       12
<PAGE>
          value of its investments in these assets. All long-lived assets are
          reviewed for impairment whenever events or circumstances change which
          indicate the carrying amount of an asset may not be recoverable.

     d)   Exploration Expenditures

          The Company follows a policy of expensing exploration expenditures
          until a production decision in respect of the project and the Company
          is reasonably assured that it will receive regulatory approval to
          permit mining operations, which may include the receipt of a legally
          binding project approval certificate.

          Management periodically reviews the carrying value of its investments
          in mineral leases and claims with internal and external mining related
          professionals. A decision to abandon, reduce or expand a specific
          project is based upon many factors including general and specific
          assessments of mineral deposits, anticipated future mineral prices,
          anticipated future costs of exploring, developing and operating a
          production mine, the expiration term and ongoing expenses of
          maintaining mineral properties and the general likelihood that the
          Company will continue exploration on such project. The Company does
          not set a pre-determined holding period for properties with unproven
          deposits, however, properties which have not demonstrated suitable
          metal concentrations at the conclusion of each phase of an exploration
          program are re-evaluated to determine if future exploration is
          warranted, whether there has been any impairment in value and that
          their carrying values are appropriate.

          If an area of interest is abandoned or it is determined that its
          carrying value cannot be supported by future production or sale, the
          related costs are charged against operations in the year of
          abandonment or determination of value. The amounts recorded as mineral
          leases and claims represent costs to date and do not necessarily
          reflect present or future values.

          The Company's exploration activities and proposed mine development are
          subject to various laws and regulations governing the protection of
          the environment. These laws are continually changing, generally
          becoming more restrictive. The Company has made, and expects to make
          in the future, expenditures to comply with such laws and regulations.

          The accumulated costs of properties that are developed on the stage of
          commercial production will be amortized to operations through
          unit-of-production depletion.

     e)   Foreign Currency Translation

          The Company's functional currency is the U.S. dollar. Transactions in
          foreign currencies are translated into U.S. dollars as follows:

                                       13
<PAGE>
          i)   monetary items at the rate prevailing at the balance sheet date;
          ii)  non-monetary items at the historical exchange rate;
          iii) revenue and expense at the average rate in effect during the
               applicable accounting period.

          Gains and losses on translation are included in the statement of
          operations.

     f)   Income Taxes

          The Company has adopted Statement of Financial Accounting Standards
          No. 109 - "Accounting for Income taxes" (SFAS 109). This standard
          requires the use of an asset and liability approach for financial
          accounting, and reporting on income taxes. If it is more likely than
          not that some portion or all of a deferred tax asset will not be
          realized, a valuation allowance is recognized.

     g)   Financial Instruments

          The carrying amount of financial instruments, including cash, and
          accounts payable and accrued liabilities, approximates their fair
          values.

     h)   Basic and Diluted Loss Per Share

          In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss
          per common share is computed by dividing net loss by the weighted
          average number of common shares outstanding. Diluted loss per common
          share is computed similar to basic loss per common share except that
          the denominator is increased to include the number of additional
          common shares that would have been outstanding if dilutive outstanding
          common share equivalents were issued. At December 31, 2005, the
          Company has no outstanding common stock equivalents so basic and
          diluted loss per share are the same.

     i)   New Accounting Standards

          Management does not believe that any recently issued, but not yet
          effective, accounting standards, if currently adopted, could have a
          material effect on the accompanying financial statements.

                                       14
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are included with this registration statement filing.

Those marked with an asterisk and required to be filed hereunder, are
incorporated by reference and can be found in their entirety in our original
Form 10-SB Registration Statement, filed under SEC File Number 000-51246, at the
SEC website at www.sec.gov:

         Exhibit
         Number                      Description
         ------                      -----------
         3.1       Articles of Incorporation*
         3.2       Bylaws*
         31.1      Sec. 302 Certification of Principal Executive Officer
         31.2      Sec. 302 Certification of Principal Financial Officer
         32.1      Sec. 906 Certification of Principal Executive Officer
         32.2      Sec. 906 Certification of Principal Financial Officer

There were no reports filed on Form 8-K during the quarter ended March 31, 2006.

                                       15
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) 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.

May 9, 2006                          Armitage Mining Corp, Registrant


                                     By: /s/ Laurence Stephenson
                                         ---------------------------------------
                                         Laurence Stephenson, President, Chief
                                         Executive Officer, Principal Accounting
                                         Officer, Chief Financial Officer,
                                         Secretary and Chairman of the Board

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

May 9, 2006                          Armitage Mining Corp, Registrant


                                     By: /s/ Laurence Stephenson
                                         ---------------------------------------
                                         Laurence Stephenson, President, Chief
                                         Executive Officer, Principal Accounting
                                         Officer, Chief Financial Officer,
                                         Secretary and Chairman of the Board


                                     By: /s/ Michael Mulberry
                                         ---------------------------------------
                                         Michael Mulberry, Director


                                     By: /s/ Patricia Wilson
                                         ---------------------------------------
                                         Patricia Wilson, Director

                                       16