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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington D.C. 20549

FORM 10-QSB

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

For the quarterly period ended March 31, 2006

[]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
  ACT OF 1934

For the transition period from ______ to ______

Commission file number: 000-28837

NEW JERSEY MINING COMPANY(Exact name of registrant as specified in its charter)

|Idaho                        | 82-0490295                       
|---------------------------- | ---------------------------------
|(State or other jurisdiction | (IRS employer identification no.)
|of incorporation)            |                                  

89 Appleberg Road, Kellogg, Idaho 83837(Address of principal executive offices)

Registrants telephone number, including area code: (208)
  783-3331

|Common Stock        | The OTC-Bulletin Board               
|------------------- | -------------------------------------
|Title of each class | Name and exchange on which registered

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 as 
  the registrant was required to file such reports), and (2) has been subject
  to filing requirements for the past
  90 days. 
  Yes [ x ] No []

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange 
  Act) Yes []
  No [ x ]

On April 27, 2006, 27,213,905 shares of the registrants common
stock were outstanding.

Transitional Small Business Disclosure Format (Check one):
  Yes []
  No [ x ]

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NEW JERSEY MINING COMPANY 
  QUARTERLY REPORT ON FORM 10-QSBFOR THE QUARTERLY PERIODENDED MARCH 31, 2006

TABLE OF CONTENTS

|                               |                                                                                             | Page
|------------------------------ | ------------------------------------------------------------------------------------------- | ----
|                               |                                                                                             |     
|PART I  FINANCIAL INFORMATION | 3                                                                                          
|                               |                                                                                             |     
|Item 1:                        | Financial Statements                                                                        | 3   
|                               |                                                                                             |     
|Item 2:                        | Managements Discussion and Analysis of Financial Condition
      and Results of Operations | 8   
|                               |                                                                                             |     
|Item 3:                        | Controls and Procedures                                                                     | 11  
|                               |                                                                                             |     
|PART II  OTHER INFORMATION    | 11                                                                                         
|                               |                                                                                             |     
|Item 1:                        | Legal Proceedings                                                                           | 11  
|                               |                                                                                             |     
|Item 2:                        | Unregistered Sales of Equity Securities and Use of Proceeds                                 | 11  
|                               |                                                                                             |     
|Item 3:                        | Defaults Upon Senior Securities                                                             | 11  
|                               |                                                                                             |     
|Item 4:                        | Submission of Matters to a Vote of Security Holders                                         | 11  
|                               |                                                                                             |     
|Item 5:                        | Other Information                                                                           | 12  
|                               |                                                                                             |     
|Item 6:                        | Exhibits and Reports on Form 8-K                                                            | 12  
|                               |                                                                                             |     
|SIGNATURES                     | 13                                                                                         

[The balance of this page has been intentionally left blank.]

2

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PART I-FINANCIAL INFORMATION

Item 1: FINANCIAL STATEMENTS

NEW JERSEY MINING COMPANY(An Exploration Stage
Company)BALANCE SHEETMarch 31, 2006(Unaudited)

|ASSETS                                                 |   |            |  
|------------------------------------------------------ | - | ---------- | -
|Current assets:                                        |   |            |  
|Cash and
      cash equivalents                        | $ | 408,820    |  
|Receivable                                             |   | 30,000     |  
|Inventory                                              |   | 29,426     |  
|Total current assets                                   |   | 468,246    |  
|                                                       |   |            |  
|Building and equipment, net of depreciation            |   | 616,810    |  
|Mineral properties, net of amortization                |   | 857,253    |  
|                                                       |   |            |  
|Total assets                                           | $ | 1,942,309  |  
|                                                       |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |   |            |  
|                                                       |   |            |  
|Current liabilities:                                   |   |            |  
|Accounts payable                                       | $ | 42,583     |  
|Accrued
      payroll related expenses                 |   | 1,562      |  
|Obligation under capital
      lease  current portion |   | 19,923     |  
|Total
      current liabilities                        |   | 64,068     |  
|                                                       |   |            |  
|Accrued reclamation costs                              |   | 12,500     |  
|Obligation under capital lease, non-current            |   | 48,249     |  
|                                                       |   |            |  
|Total liabilities                                      |   | 124,817    |  
|                                                       |   |            |  
|Stockholders equity:                                  |   |            |  
|Preferred
      stock, no par value; 1,000,000         |   |            |  
|shares authorized; no shares issued or outstanding     |   |            |  
|Common
      stock, no par value; 50,000,000 shares    |   |            |  
|authorized; 24,445,905 shares issued and outstanding   |   | 4,006,167  |  
|Deficit
      accumulated during the development stage |   | (2,188,675 | )
|Total stockholders equity                             |   | 1,817,492  |  
|                                                       |   |            |  
|Total liabilities and stockholders equity             | $ | 1,942,309  |  

The accompanying notes are an integral part of the financial
statements.3

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NEW JERSEY MINING COMPANY(An Exploration Stage
Company) STATEMENTS OF OPERATIONSFor the Three-Month Periods
ended March 31, 2006 and 2005 and for the period from inception (July 18,
1996) through March 31, 2006(Unaudited)

|                                          |   |            |  |   |            |   |   | From Inception  |  
|----------------------------------------- | - | ---------- |  | - | ---------- | - | - | --------------- | -
|                                          |   |            |  |   |            |   |   | (July 18, 1996) |  
|                                          |   | March 31,  |  |   | March 31,  |   |   | Through         |  
|                                          |   | 2006       |  |   | 2005       |   |   | March 31, 2006  |  
|Revenue:                                  |   |            |  |   |            |   |   |                 |  
|Sales of gold                             | $ | 40,429     |  |   |            |   | $ | 49,709          |  
|Sales of concentrate                      |   | 77,472     |  | $ | 24,814     |   |   | 329,485         |  
|Total
      revenue                       |   | 117,901    |  |   | 24,814     |   |   | 379,194         |  
|                                          |   |            |  |   |            |   |   |                 |  
|Costs and expenses:                       |   |            |  |   |            |   |   |                 |  
|Production costs                          |   | 115,855    |  |   | 38,342     |   |   | 358,337         |  
|Management fees                           |   | 52,241     |  |   | 51,459     |   |   | 416,296         |  
|Exploration expense                       |   | 2,958      |  |   | 27,260     |   |   | 773,590         |  
|Depreciation and
      amortization       |   | 21,500     |  |   | 1,898      |   |   | 79,290          |  
|General
      and administrative expenses |   | 53,138     |  |   | 67,291     |   |   | 895,786         |  
|Total
      operating expenses            |   | 245,692    |  |   | 186,250    |   |   | 2,523,299       |  
|                                          |   |            |  |   |            |   |   |                 |  
|Other (income) expense:                   |   |            |  |   |            |   |   |                 |  
|Timber
      sales                        |   |            |  |   |            |   |   | (51,695         | )
|Net royalties and other
      income      |   | 3,898      |  |   | (432       | ) |   | (48,528         | )
|Interest
      expense                    |   | 3,425      |  |   | 1,726      |   |   | 23,843          |  
|Write-off of goodwill                     |   |            |  |   |            |   |   | 30,950          |  
|Write-off
      of investment             |   |            |  |   |            |   |   | 90,000          |  
|Total
      other (income) expense        |   | 7,323      |  |   | 1,294      |   |   | 44,570          |  
|                                          |   |            |  |   |            |   |   |                 |  
|Net loss                                  | $ | 135,114    |  | $ | 162,730    |   | $ | 2,188,675       |  
|                                          |   |            |  |   |            |   |   |                 |  
|Net loss per common share-basic           | $ | 0.01       |  | $ | 0.01       |   | $ | 0.15            |  
|                                          |   |            |  |   |            |   |   |                 |  
|Weighted average common                   |   |            |  |   |            |   |   |                 |  
|shares outstanding-basic                  |   | 23,221,965 |  |   | 21,733,238 |   |   | 14,856,854      |  

The accompanying notes are an integral part of these
financial statements. 4

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NEW JERSEY MINING COMPANY(An Exploration Stage
Company) STATEMENTS OF CASH FLOWSFor the Three-Month Periods
ended March 31, 2006 and 2005 and for the period from inception (July 18,
1996) through March 31, 2006(Unaudited)

|                                                      |   |           |   |   |           |   |   | From Inception  |  
|----------------------------------------------------- | - | --------- | - | - | --------- | - | - | --------------- | -
|                                                      |   |           |   |   |           |   |   | (July 18, 1996) |  
|                                                      |   | March 31, |   |   | March 31, |   |   | Through         |  
|                                                      |   | 2006      |   |   | 2005      |   |   | March 31, 2006  |  
|                                                      |   |           |   |   |           |   |   |                 |  
|Cash flows from operating
      activities:           |   |           |   |   |           |   |   |                 |  
|Net loss                                              | $ | (135,114  | ) | $ | (162,730  | ) | $ | (2,188,675      | )
|Adjustments to reconcile net loss to net cash         |   |           |   |   |           |   |   |                 |  
|used by operating activities:                         |   |           |   |   |           |   |   |                 |  
|Depreciation and
      amortization                   |   | 21,500    |   |   | 1,898     |   |   | 79,290          |  
|Write-off of equipment                                |   |           |   |   | 11,272    |   |   | 11,272          |  
|Write-off of
      goodwill and investment            |   |           |   |   |           |   |   | 120,950         |  
|Stock issued for:                                     |   |           |   |   |           |   |   |                 |  
|Management and
      directors fees                   |   | 26,438    |   |   | 23,313    |   |   | 423,911         |  
|Services and other                                    |   | 7,561     |   |   | 9,800     |   |   | 79,829          |  
|Exploration                                           |   |           |   |   | 5,500     |   |   | 36,321          |  
|Change in:                                            |   |           |   |   |           |   |   |                 |  
|Inventory                                             |   | 39,384    |   |   |           |   |   | (29,426         | )
|Accounts receivable                                   |   | (30,000   | ) |   | (24,814   | ) |   | (30,000         | )
|Other assets                                          |   |           |   |   | 2,346     |   |   | 1,722           |  
|Accounts payable                                      |   | (54,688   | ) |   | 20,348    |   |   | 39,613          |  
|Accrued payroll and
      related payroll expenses    |   | (7,439    | ) |   | (350      | ) |   | 1,562           |  
|Accrued reclamation costs                             |   |           |   |   |           |   |   | 12,500          |  
|Net cash used by operating activities                 |   | (132,358  | ) |   | (113,417  | ) |   | (1,441,131      | )
|                                                      |   |           |   |   |           |   |   |                 |  
|Cash flows from investing
      activities:           |   |           |   |   |           |   |   |                 |  
|Purchases of building and
      equipment             |   | (530      | ) |   | (5,915    | ) |   | (399,998        | )
|Purchases
      of mineral property                   |   |           |   |   |           |   |   | (5,904          | )
|Cash of acquired
      companies                      |   |           |   |   |           |   |   | 38,269          |  
|Deferral
      of development costs                   |   |           |   |   |           |   |   | (225,535        | )
|Net cash
      used by investing activities           |   | (530      | ) |   | (5,915    | ) |   | (593,168        | )
|                                                      |   |           |   |   |           |   |   |                 |  
|Cash flows from financing activities:                 |   |           |   |   |           |   |   |                 |  
|Exercise
      of stock purchase warrants             |   |           |   |   |           |   |   | 677,600         |  
|Sales of common stock,
      net of issuance costs    |   | 529,500   |   |   | 85,000    |   |   | 1,853,307       |  
|Principal
      payments on capital lease             |   | (4,655    | ) |   | (3,054    | ) |   | (67,788         | )
|Payments on note payable
      to bank                |   |           |   |   |           |   |   | (20,000         | )
|Net cash provided by financing activities             |   | 524,845   |   |   | 81,946    |   |   | 2,443,119       |  
|                                                      |   |           |   |   |           |   |   |                 |  
|Net change in cash                                    |   | 391,957   |   |   | (37,386   | ) |   | 408,820         |  
|Cash, beginning of period                             |   | 16,863    |   |   | 151,764   |   |   | 0               |  
|Cash, end of period                                   | $ | 408,820   |   | $ | 114,378   |   | $ | 408,820         |  
|Interest paid in cash                                 | $ | 3,425     |   | $ | 1,725     |   | $ | 13,983          |  
|                                                      |   |           |   |   |           |   |   |                 |  
|Non-cash investing and financing activities:          |   |           |   |   |           |   |   |                 |  
|Common
      stock issued for:                        |   |           |   |   |           |   |   |                 |  
|Equipment                                             |   |           |   |   |           |   | $ | 21,176          |  
|Mineral properties                                    |   |           |   | $ | 65,000    |   | $ | 199,300         |  
|Acquisitions of companies, excluding cash             |   |           |   |   |           |   | $ | 743,653         |  
|Capital
      lease obligation for equipment acquired |   |           |   |   |           |   | $ | 92,485          |  

The accompanying notes are an integral part of these
financial statements. 5

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NEW JERSEY MIINING COMPANY NOTES TO FINANCIAL STATEMENTS(Unaudited)

1.          
Basis of Presentation:

The unaudited financial statements have been prepared by the
Company in accordance with accounting principles generally accepted in the
United States of America for interim financial information, as well as the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the Companys management,
all adjustments (consisting of only normal recurring accruals) considered
necessary for a fair presentation of the interim financial statements have been
included. Operating results for the three month period ended March 31, 2006, are
not necessarily indicative of the results that may be expected for the full year
ending December 31, 2006.

For further information refer to the financial statements and
footnotes thereto in the Companys Annual Report on Form 10-KSB for the year
ended December 31, 2005.

The Company presents its financial statements in accordance
with SFAS No. 7, Accounting for Development Stage Entities, as management
believes that while the Companys planned principal operations have commenced,
the revenue generated from them is not sufficient to cover all corporate costs.
Additional exploration and development of the Companys properties is required
to report as an entity not in the development stage.

2.          
Description of Business

New Jersey Mining Company (the Company) was incorporated as
an Idaho corporation on July 18, 1996. The Company's primary business is
exploring for and developing gold, silver and base metal mining resources in
Idaho.

3.          
Net Loss Per Share

Statement of Financial Accounting Standards No. 128, Earnings
per Share, requires dual presentation of basic earnings per share (EPS) and
diluted EPS on the face of income statements for all entities with complex
capital structures. Basic EPS is computed as net income divided by the weighted
average number of common shares outstanding for the period. Diluted EPS reflects
the potential dilution that could occur from common shares issuable through
stock options, warrants, and other convertible securities. For the three months
ended March 31, 2006 and 2005, the effect of the Companys outstanding warrants
would have been anti-dilutive. Accordingly, only basic EPS is presented. As of
March 31, 2006, the Company had 2,829,150 outstanding warrants that could
potentially dilute basic EPS in the future.

4.Revenue Recognition

Revenue is recognized when title and risk of ownership of
metals or metal bearing concentrate have passed and collection is reasonably
assured. Revenue from the sale of metals may be subject to adjustment upon final
settlement of estimated metal prices, weights and assays, and are recorded as
adjustments to revenue in the period of final settlement of prices, weights and
assays; such adjustments are typically not material in relation to the initial
invoice amounts.

6

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NEW JERSEY MIINING COMPANY 
  NOTES TO FINANCIAL STATEMENTS(Unaudited)

5.          
Inventory

Ore and concentrate inventories are stated at the lower of cost
or net realizable value determined by using a weighted average method.

6.          
Reclassifications

Certain prior period amounts have been reclassified to conform
to the 2006 financial statement presentation. These reclassifications have no
effect on net loss as previously reported.

7. **Adoption of new accounting principle**

On January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), Share-Based Payment, (SFAS
123(R)) which requires the measurement of the cost of employee services
received in exchange for an award of an equity instrument based on the
grant-date fair value of the award. SFAS 123(R) supersedes previous accounting
guidance under the intrinsic value method prescribed by Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25).

The Company adopted SFAS 123(R) using the modified prospective
transition method, which requires the application of the accounting standard as
of January 1, 2006. There was no impact on the financial statements as of and
for the three months ended March 31, 2006 as a result of the adoption of SFAS
123(R). In accordance with the modified prospective transition method, the
financial statements for prior periods have not been restated to reflect, and do
not include, the impact of SFAS 123(R).

7

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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Plan of Operation

This report contains both historical and prospective statements
  concerning the Company and its operations. Prospective statements (known as
  "forward-looking statements") may or may not prove true with the passage of
  time because of future risks and uncertainties. The Company cannot predict what
  factors might cause actual results to differ materially from those indicated
  by prospective statements.

The Company is executing its strategy to conduct mining and
mineral processing operations on higher grade ore reserves it has located on its
exploration properties. The financial strategy is to generate cash from these
operations to pay for corporate expenses and to provide additional funds for
exploration, thus reducing the need to raise funds through financing activities
including sale of common stock. The Company plans to continue exploration for
gold, silver and base metal deposits in the greater Coeur dAlene Mining
District of northern Idaho. The Company has three mines at which most
exploration is being conducted; the Golden Chest, the Silver Strand, and the New
Jersey. Production of gold ore is in progress at the Golden Chest mine.
Permitting has been completed and production of silver-gold ore is planned at
the Silver Strand mine in 2006. Production from lower grade reserves at the New
Jersey open pit mine may be conducted to fill up mill capacity.

The Companys highest ranked exploration project is the Idaho
vein at the Golden Chest mine. Three additional exploration drillholes were
drilled in late 2005 with all three intersecting the Idaho vein and some
additional hangingwall veins. This drilling has demonstrated the continuity of
the vein and the potential for discovering ore reserves on the Idaho vein. The
average thickness based on exploration drilling so far is 6.1 meters with an
average grade of 6.61 grams/tonne gold. Exploration drilling resumed in late
April and will continue during the summer months.

Mining operations on the Katie Dora vein at the Golden Chest
mine continued in the first quarter of 2006. The up-dip extent of the ore shoot
being mined was reached during the quarter and currently mining operations are
in retreat mode with removal of pillars. The ramp is being extended to access
the lower part of the known reserves. The ramp extension is about 40% complete
at the date of this report. Other mineralized veins have been intersected by the
mining operations and these are being evaluated for reserve potential.

Management ranks its Silver Strand mine as the next most
promising exploration site ranking behind the Idaho vein. Operating permits have
been received for mining and exploration at the Silver Strand mine which is
located on unpatented claims on public land. Mining plans are to develop
infrastructure, drive a new adit, and mine a reserve block above the main adit
level in 2006. Drilling plans are to test geophysical anomalies which were found
in 2004. Funds are available to complete the planned work at the Silver Strand
mine in 2006.

Management also thinks exploration in the New Jersey mine area
has promising potential. Previous drilling has indicated higher grade
mineralization in the North Coleman vein area and at the Scotch Thistle
prospect, and interesting silver-base metal mineralization has been drilled at
the Enterprise prospect. It is planned to drive a crosscut at the lowest adit
level to test the North Coleman area, and further drilling may be conducted at
the Scotch Thistle and Enterprise prospects. Funds are available to complete
these exploration plans, but exploration work at the Golden Chest and Silver
Strand mines will take higher priority.

Finally, 2006 plans include adding a concentrate leach circuit
at the New Jersey mineral processing plant. Concentrate would be leached and a
gold-silver dore produced for sale. The reason for adding the concentrate leach
circuit will be to obtain more revenue compared to selling concentrates by
increasing recovery and eliminating concentrate freight as well as to avoid
reliance on one customer as is currently the case with the concentrates.
Currently, detailed design drawings are being completed and major equipment is
being purchased.

Financial Condition  The Company has maintained a minimal cash
balance by increasing or decreasing its exploration expenditures as limited by
availability of cash from operations or from financing activities. As a

8

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result of financing activities near the end of the first
quarter of 2006, the cash balance increased to $408,820, and Figure 1 shows the
corresponding balances for previous accounting periods.



Results of Operations  Operations only commenced in the second
quarter of 2005 so comparisons to previous periods are not relevant. Revenue for
the first quarter of 2006 exceeded production costs by $2,046. Figure 2 shows
the net loss for the first quarter of 2006 of $135,114 and the net losses in
previous accounting periods.



Gold and silver production in pyrite concentrates were 132
  ounces and 1,188 ounces in the first quarter, respectively. Gold production
  was less than expected because of lower than expected ore grade. Gold production
  is expected to range from 300 to 400 ounces per quarter during the next two
  quarters and silver production is expected to increase in the third quarter
  when Silver Strand ore processing starts. Revenues were $117,901 in the first
  quarter.

9



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Mining operations at the Golden Chest mine are projected to
continue for approximately 15 months based on existing ore reserves. Efforts are
being made to expand the amount of ore reserves in parallel veins and separate
ore shoots, but no assurance can be made at this time whether additional
reserves will be found.

Mining and mineral processing operations have continued through
the first quarter in a normal manner. A third employee has been hired at the
Golden Chest mine.

Mining operations are planned to start at the Silver Strand
mine in 2006 as soon as snow melts on the access roads, a road use agreement is
signed and a bond posted. Initial work will involve driving a new adit, building
the water collection and land application system and other infrastructure work.
Production of ore is now expected to start in the third quarter. The Company has
sufficient funds to commence operations at the Silver Strand mine.

Present silver and gold prices are sufficient in managements
estimation to generate a gross profit at the Silver Strand mine based on the
operating plan which was part of the permitting process. The amount of money to
be spent on exploration at the Companys mines and prospects will depend upon
the amount of gross profit generated by operations and the amount of money
raised by financing activities. Management expects to be able to continue the
present operating scenario at the Golden Chest mine, to be able to commence
production at the Silver Strand mine, to continue to operate the mineral
processing plant, and to conduct planned exploration drilling activities for the
foreseeable future, considering available funds and projected cash flows from
operations.

10

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Item 3. CONTROLS AND PROCEDURES

An evaluation was performed by the Companys president and
principal financial officer of the effectiveness of the design and operation of
the Companys disclosure controls and procedures. And on that evaluation, the
Companys president and principal financial officer concluded that disclosure
controls and procedures were effective as of March 31, 2006, in ensuring that
all material information required to be filed in this quarterly report has been
made known to them in a timely fashion.

There has been no change in the Companys internal controls
over financial reporting during the quarter ended March 31, 2006, that has
materially affected, or is reasonably likely to materially affect, the Companys
internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.

Neither the constituent instruments defining the rights of the
registrants securities filers nor the rights evidenced by the registrants
outstanding common stock have been modified, limited or qualified.

During the first quarter of 2006, the Company made an offer to
certain accredited and sophisticated investors. No underwriter or brokers were
involved in the sale and, therefore, no commissions were paid. Units were sold
for $0.30 and each unit consisted of one share of common stock plus one warrant
exercisable to purchase one common share for $0.50 per share until March 1,
2008. A total of 1,765,000 units were sold in the period ending March 31, 2006
for $529,500. On April 13, 2006, the Company completed this offering, resulting
in the sale of an additional 2,635,000 units that generated additional proceeds
of $790,500. Both the common stock and the common stock underlying the warrants
are restricted as defined under Rule 144. In managements opinion, the offer and
sale of the securities were made in reliance on exemptions from registration
provided by Section 4(2) and Rule 506 of Regulation D of the Securities Act of
1933, as amended and other applicable Federal and state securities laws.

The Company issued 62,000 shares of restricted common stock to
President Fred W. Brackebusch for management services rendered in the first
quarter of 2006. The shares were valued at a price of $0.43 per share. In
managements opinion, the securities were issued pursuant to exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.

During the first quarter of 2006, the Company issued 16,410
shares at an average price of $0.46 to various accredited and sophisticated
individuals for goods and services. In managements opinion, the securities were
issued pursuant to exemptions from registration under Section 4(2) of the
Securities Act of 1933, as amended.

Item 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no outstanding senior securities.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

11

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Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

|Exhibit |                                                                                                                                        
|------- | ---------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                            
|        |                                                                                                                                        
|31.1    | Certification
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                       
|        |                                                                                                                                        
|32.1    | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002.

Reports on Form 8-K.

ITEM 3.02      
 UNREGISTERED SALES OF EQUITY SECURITIES, April 13, 2006.





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

| | **NEW JERSEY MINING COMPANY**
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| | By:                          
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| | By:                          
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