UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]  Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934





For
      the quarterly period ended October 31,
2008


or





[   ]  Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934





For
      the transition period from _________________ to
      ________________





Commission
      File Number:   333-146866








EDGEMONT
MINING INC.


(Exact
name of registrant as specified in its charter)





Nevada
            98-0557824(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





Edders Road,Stalwart, Saskatchewan,
      Canada
            SOG 4RO(Address
      of principal executive offices)
            (Postal
      or Zip Code)




Registrant’s
telephone number, including area code:   306-963-2657





5744 Highway No. 6,Coldstream,  B.C.,
Canada, V1B 3E1


(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  [X]   No  [   ]





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,”
“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  [X]





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





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.   Yes  [   ]   No  [   ]































EDGEMONT
MINING INC.




(An
Exploration Stage Company)




FINANCIAL
STATEMENTS




OCTOBER
31, 2008




(Unaudited)




















BALANCE SHEETS





STATEMENTS OF OPERATIONS





STATEMENT OF STOCKHOLDERS’ EQUITY





STATEMENTS OF CASH FLOWS




NOTES TO THE FINANCIAL STATEMENTS


















2





EDGEMONT
      MINING INC.
              (An
      Exploration Stage Company)
              BalanceSheetsAssets(Unaudited)October
      31,
            
            
            April
      30,2008
            
            
            2008Current
      AssetsCash
            
            $
            435
            
            
            $
            338Total
      Assets
            
            $
            435
            
            
            $
            338Current
      LiabilitiesAccounts
      payable and accrued liabilities
            
            $
            1,260
            
            
            $
            2,831Loan
      from related party
            
            
            25,429
            
            
            
            2,500Total
      Current Liabilities
            
            
            26,689
            
            
            
            5,331Stockholders’
      EquityCapital
      stockAuthorized:
              75,000,000
      common shares with a par value of $0.001Issued
      and outstanding:2,200,000
      common shares as of April 30, 2008
            
            
            2,200
            
            
            
            2,200Additional
      paid-in-capital
            
            
            22,800
            
            
            
            22,800Deficit
      accumulated during the exploration stage
            
            
            (51,254
            )
            
            
            (29,993
            )Total
      stockholders’ equity
            
            
            (26,254
            )
            
            
            (4,993
            )Total
      liabilities and stockholders’ equity
            
            $
            435
            
            
            $
            338





Nature and continuance of operations(Note 1)








See
Accompanying Notes




3





EDGEMONT
      MINING INC.
              (An
      Exploration Stage Company)
              Statementsof Operations
              (Unaudited)Three
              Months
              Ended
              October
      31,
              2008
            
            
            Three
              Months
              Ended
              October
      31,
              2007
            
            
            Six
              Months
              Ended
              October
      31,
              2008
            
            
            Six
              Months
              Ended
              October
      31,
              2007
            
            
            Cumulative
              from
              April
      4,
              2006
              (Inception)
      to
              October
      31,
              2008Bank
      charges
            
            $
            19
            
            
            $
            21
            
            
            $
            39
            
            
            $
            41
            
            
            $
            210Mineral
      property
            
            
            -
            
            
            
            2,111
            
            
            
            -
            
            
            
            2,111
            
            
            
            7,111Office
      expenses
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            550Professional
      fees
            
            
            2,472
            
            
            
            2,454
            
            
            
            8,560
            
            
            
            8,454
            
            
            
            28,046Transfer
      and filing fees
            
            
            11,946
            
            
            
            -
            
            
            
            12,662
            
            
            
            -
            
            
            
            15,337Net
      loss
            
            $
            (14,437
            )
            
            $
            (4,586
            )
            
            $
            (21,261
            )
            
            $
            (10,606
            )
            
            $
            (51,254
            )Loss
      per share – Basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      Average Number of Common Shares Outstanding
            
            
            2,200,000
            
            
            
            2,200,000
            
            
            
            2,200,000
            
            
            
            2,200,000












See
Accompanying Notes




4


EDGEMONT
      MINING INC.
                (An
      Exploration Stage Company)
                Statementof Changes in Stockholders’
      Equity
                (Unaudited)Number
      of
                Common
                Shares
              
              
              Par
                Value
              
              
              Additional
                Paid-in-
                Capital
              
              
              Deficit
                accumulated
                During
      the
                exploration
                stage
              
              
              TotalBalance,
      April 4, 2006
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (550
              )
              
              
              (550
              )Balance,
      April 30, 2006 (Audited)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (550
              )
              
              
              (550
              )May
      19, 2006Issued
      for cash at $0.001
              
              
              1,000,000
              
              
              
              1,000
              
              
              
              -
              
              
              
              -
              
              
              
              1,000May
      31, 2006Issued
      for cash at $0.02
              
              
              1,150,000
              
              
              
              1,150
              
              
              
              21,850
              
              
              
              -
              
              
              
              23,000December
      1, 2006Issued
      for cash at $0.02
              
              
              50,000
              
              
              
              50
              
              
              
              950
              
              
              
              
              
              
              
              1,000Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,308
              )
              
              
              (7,308
              )Balance,
      April 30, 2007
              
              
              2,200,000
              
              
              $
              2,200
              
              
              $
              22,800
              
              
              $
              (7,858
              )
              
              $
              17,142Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (22,135
              )
              
              
              (22,135
              )Balance,
      April 30, 2008
              
              
              2,200,000
              
              
              $
              2,200
              
              
              $
              22,800
              
              
              $
              (29,993
              )
              
              $
              (4,993
              )Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (21,261
              )
              
              
              (21,261
              )Balance,
      October 31, 2008
              
              
              2,200,000
              
              
              $
              2,200
              
              
              $
              22,800
              
              
              
              (51,254
              )
              
              $
              (26,254
              )








See
Accompanying Notes





5





EDGEMONT
      MINING INC.
              (An
      Exploration Stage Company)
              Statementsof Cash Flows
              (Unaudited)Three
              Months
              Ended
              October
      31,
              2008
            
            
            Three
              Months
              Ended
              October
      31,
              2007
            
            
            Six
              Months
              Ended
              October
      31,
              2008
            
            
            Three
              Months
              Ended
              October
      31,
              2007
            
            
            Cumulative
              from
              April
      4,
              2006
              (Inception)
      to
              October
      31,
              2008Cash
      flows from operating activitiesNet
      loss
            
            $
            (14,437
            )
            
            $
            (4,586
            )
            
            $
            (21,261
            )
            
            $
            (10,606
            )
            
            $
            (51,254
            )Donated
      servicesAdjustments
      to reconcile net loss to net cashAccounts
      payable and accrued liabilities
            
            
            (5,543
            )
            
            
            (4,500
            )
            
            
            (1,570
            )
            
            
            (197
            )
            
            
            1,261Net
      cash used in operating activities
            
            
            (19,980
            )
            
            
            (9,086
            )
            
            
            (22,831
            )
            
            
            (10,803
            )
            
            
            (49,993
            )Cash
      flows from financing activitiesLoan
      from related party
            
            
            19,962
            
            
            
            
            
            
            
            22,928
            
            
            
            -
            
            
            
            25,428Shares
      subscribed for cash
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            25,000Net
      cash provided by financing activities
            
            
            19,962
            
            
            
            
            
            
            
            22,928
            
            
            
            -
            
            
            
            50,428Net
      increase (decrease) in cash
            
            
            (18
            )
            
            
            (9,086
            )
            
            
            97
            
            
            
            (10,803
            )
            
            
            435Cash
      beginning
            
            
            453
            
            
            
            17,122
            
            
            
            338
            
            
            
            18,839
            
            
            
            -Cash
      ending
            
            $
            435
            
            
            $
            8,036
            
            
            $
            435
            
            
            $
            8,036
            
            
            $
            435Supplemental
      cash flow information:Cash
      paid for:Interest
            
            
            
            
            
            
            
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Taxes
            
            
            
            
            
            
            
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -







See
Accompanying Notes




6


EDGEMONT
MINING INC.


(An
Exploration Stage Company)


Notes To The Financial Statements


October
31, 2008


(Unaudited)







1.           NATURE
AND CONTINUANCE OF OPERATIONS





Edgemont
Mining Inc. (“the Company”) was incorporated under the laws of State of Nevada,
U.S. on April 4, 2006, with an authorized capital of 75,000,000 common shares
with a par value of $0.001.  The Company’s year end is the end of
April.  The Company is in the exploration stage of its resource
business.  During the year ended April 30, 2007, the Company commenced
operations by issuing shares and acquiring a mineral property located in the
Province of British Columbia, Canada.  The Company has not yet
determined whether this property contains reserves that are economically
recoverable.  The recoverability of costs incurred for acquisition and
exploration of the property will be dependent upon the discovery of economically
recoverable reserves, confirmation of the Company’s interest in the underlying
property, the ability of the Company to obtain necessary financing to satisfy
the expenditure requirements under the property agreement and to complete the
development of the property and upon future profitable production or proceeds
for the sale thereof.




These
financial statements have been prepared on a going concern basis which assumes
the Company will be able to realize its assets and discharge its liabilities in
the normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated deficit of
$51,254 as at October 31, 2008 and further losses are anticipated in the
development of its business raising substantial doubt about the Company’s
ability to continue as a going concern.  The ability to continue as a
going concern is dependent upon the Company generating profitable operations in
the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation




The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.




Exploration Stage
Company




The
Company complies with the Financial Accounting Standards Board Statement No. 7,
its characterization of the Company as an exploration stage
enterprise.




Mineral
Interests




Mineral
property acquisition, exploration and development costs are expensed as incurred
until such time as economic reserves are quantified.  To date the
Company has not established any proven or probable reserves on its mineral
properties.  The Company has adopted the provisions of SFAS No. 143
“Accounting for Asset Retirement Obligations” which establishes standards for
the initial measurement and subsequent accounting for obligations associated
with the sale, abandonment, or other disposal of long-lived tangible assets
arising from the acquisition, construction or development and for normal
operations of such assets. As at October 31, 2008, any potential costs relating
to the retirement of the Company’s mineral property interest has not yet been
determined.




Use of Estimates and
Assumptions




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 during the
period.  Actual results could differ from those
estimates.






7




EDGEMONT
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


October
31, 2008


(Unaudited)







2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Foreign Currency
Translation




The
financial statements are presented in United States dollars.  In
accordance with Statement of Financial Accounting Standards No. 52, “Foreign
Currency Translation”, foreign denominated monetary assets and liabilities are
translated into their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date.  Non monetary assets
and liabilities are translated at the exchange rates prevailing on the
transaction date. Revenue and expenses are translated at average rates of
exchange during the year.  Gains or losses resulting from foreign
currency transactions are included in results of operations.




Fair Value of Financial
Instruments




The
carrying value of cash and accounts payable and accrued liabilities approximates
their fair value because of the short maturity of these
instruments.  Unless otherwise noted, it is management’s opinion the
Company is not exposed to significant interest, currency or credit risks arising
from these financial instruments.




Environmental
Costs




Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused
by past operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of completion of a feasibility study or the Company’s commitments to
plan of action based on the then known facts.




Income
Taxes




The
Company follows the assets and liability method of accounting for income
taxes.  Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to differences
between the financial statement carrying values and their respective income tax
basis (temporary differences).  The effect on deferred income tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.




At
October 31, 2008, a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.




Basic and Diluted Loss Per
Share




The
Company computes loss per share in accordance with SFAS No. 128, “Earnings per
Share” which requires presentation of both basic and diluted earnings per share
on the face of the statement of operations. Basic loss per share is computed by
dividing net loss available to common shareholders by the weighted average
number of outstanding common shares during the period. Diluted loss per share
gives effect to all dilutive potential common shares outstanding during the
period.  Dilutive loss per share excludes all potential common shares
if their effect is anti-dilutive.




The
Company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.







8




EDGEMONT
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


October
31, 2008


(Unaudited)







2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Stock-based
Compensation




In
December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which
replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded
APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In
January 2005, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which
provides supplemental implementation guidance for SFAS No. 123R. SFAS No.
123R requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on
the grant date fair value of the award. SFAS No. 123R was to be effective for
interim or annual reporting periods beginning on or after June 15, 2005, but in
April 2005 the SEC issued a rule that will permit most registrants to implement
SFAS No. 123R at the beginning of their next fiscal year, instead of the next
reporting period as required by SFAS No. 123R. The pro-forma disclosures
previously permitted under SFAS No. 123 no longer will be an alternative to
financial statement recognition. Under SFAS No. 123R, the Company must determine
the appropriate fair value model to be used for valuing share-based payments,
the amortization method for compensation cost and the transition method to be
used at date of adoption.




The
transition methods include prospective and retroactive adoption options. Under
the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. The Company adopted the modified prospective approach of
SFAS No. 123R for the year ended April 30, 2007. The Company did
not record any compensation expense for the period ended October 31, 2008
because there were no stock options outstanding prior to the adoption or at
October 31, 2008.




Recent Accounting
Pronouncements




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts – An interpretation of FASB Statement No.
60”.  SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted.  The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  It is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles”. The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.






9




EDGEMONT
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


October
31, 2008


(Unaudited)







2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Recent Accounting
Pronouncements




In March
2008, FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133”. SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity's financial
position, financial performance, and cash flows. Entities are required to
provide enhanced disclosures about: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  It is effective for
financial statements issued for fiscal years beginning after November 15, 2008,
with early adoption encouraged.  The Company is currently evaluating
the impact of SFAS No. 161 on its financial statements, and the adoption of this
statement is not expected to have a material effect on the Company’s financial
statements.




In
December 2007, the FASB issued SFAS No. 141R, “Business
Combinations”.  This statement replaces SFAS 141 and defines
the acquirer in a business combination as the entity that obtains control of one
or more businesses in a business combination and establishes the acquisition
date as the date that the acquirer achieves control. SFAS 141R requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date. SFAS 141R also requires the acquirer to
recognize contingent consideration at the acquisition date, measured at its fair
value at that date. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Earlier adoption is prohibited. The adoption of this statement is not expected
to have a material effect on the Company's financial statements.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements Liabilities –an Amendment of ARB No.
51”.  This statement amends ARB 51 to establish accounting and
reporting standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008. Earlier adoption is prohibited. The adoption of this statement is not
expected to have a material effect on the Company's financial
statements.




3.           MINERAL
INTERESTS




On
October 30, 2006, the Company entered into a mineral property option
agreement.  The Company was granted the sole and exclusive right to
acquire up to a 100% undivided interest in mineral claim located in the Omineca
Mining Division, BC.  The Company shall pay $5,000 (paid) on the
Agreement date, shall pay $15,000 on or before the first anniversary of this
Agreement, shall pay $25,000 on or before the second anniversary of this
Agreement, shall pay $75,000 on or before the third anniversary of this
Agreement, and shall pay $205,000 on or before the fourth anniversary of this
Agreement and shall incur $445,000 in Expenditures on the
Property.  During the year ended April 30, 2008, the Company incurred
expenditures of $2,111 on the property.




The
option has expired during the year ended April 30, 2008.




4.           COMMON
STOCK




The total
number of common shares authorized that may be issued by the Company is
75,000,000 shares with a par value of one tenth of one cent ($0.001) per share
and no other class of shares is authorized.




During
the year ended April 30, 2007, the Company issued 2,200,000 shares of common
stock for total cash proceeds of $25,000.  At October 31, 2008, there
were no outstanding stock options or warrants.






10




EDGEMONT
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


October
31, 2008


(Unaudited)







5.           INCOME
TAXES




As of
October 31, 2008, the Company had net operating loss carry forwards of
approximately $51,254 that may be available this amount to reduce future years’
taxable income through 2027. Future tax benefits which may arise as a result of
these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.




6.           TRANSFER
AGENT AGREEMENT




The
Company authorizes the Transfer Agent Agreement with Island Stock Transfer
signed and dated December 13, 2007.  The Company agrees to pay
start-up fee of $500 and $10,000 once the account has been activated for
transferring securities.





7.           CHANGE
IN CONTROL




On
September 12, 2008, the Company’s president and sole director purchased
1,000,000 shares of common stock from the Company’s former president and sole
director, and 200,000 shares of common stock from other Company shareholders,
resulting in a change in control of the Company.



























11





Forward-Looking
Statements





This Form
10-Q includes "forward-looking statements" within the meaning of the
"safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995.  Such statements are based on management's current expectations
and are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements.





All
statements other than historical facts included in this Form, including without
limitation, statements under "Plan of Operation", regarding our financial
position, business strategy, and plans and objectives of management for the
future operations, are forward-looking statements.





Although
we believe that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to
have been correct.  Important factors that could cause actual results
to differ materially from our expectations include, but are not limited to,
market conditions, competition and the ability to successfully complete
financing.




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




On
October 30, 2006, we entered into an agreement, subsequently amended August 17,
2007, with Robert Weicker of Cocquitlam, BC, wherein he granted us the sole and
exclusive option to acquire a 100% interest in the Kate property, which is
located approximately 100 kilometers south-southwest of the Town of Houston in
west-central British Columbia, Canada. We purchased this Option from Robert
Weicker for a cash payment of $5,000. In order to exercise this option and
acquire these claims we needed to pay Mr. Robert Weicker further cash payments
totaling $320,000 as follows;





1.
$15,000 by the earlier of February 29, 2008 and that date which is forty-eight
(48) hours after receiving notice from Mr. Weicker that said payment must be
made forthwith, provided that said notice cannot be given, at the earliest,
until after October 30, 2007;


2.  $25,000
by July 20, 2008;


3.  $75,000
by July 20, 2009; and


4.  $205,000
by July 20, 2010.





and incur
$445,000 in exploration expenditures as follows:





1.
$50,000 by the earlier of February 29, 2008 and that date which is forty-eight
(48) hours after receiving notice from Mr. Weicker that said payment must be
made forthwith, provided that said notice cannot be given, at the earliest,
until after August 31, 2007;


2.  $50,000
by August 31, 2008;


3.  $145,000
by August 31, 2009; and


4.  $200,000
by August 31, 2010.





We have
failed to make certain of the additional payments above-noted, and, accordingly
our option to acquire the 100% interest in the property has
terminated.





Our plan
of operation is to review other potential acquisitions in the resource and
non-resource sectors.  Currently, we are in the process of completing
due diligence reviews of several business opportunities.  We expect
that these reviews could cost us a total of $25,000 in the next 12
months.





12





In all
events we anticipate spending the following over the next 12 months on
administrative fees:





*         $5,000
on legal fees


*         $8,000
on accounting and audit fees


*         $500
on EDGAR filing fees


*         $2,000
on general administration costs





Total
expenditures over the next 12 months are therefore expected to be approximately
$40,500.





Our cash
reserves are not sufficient to meet our obligations for the next twelve-month
period.  As a result, we will need to seek additional funding in the near
future.  We currently do not have a specific plan of how we will obtain
such funding; however, we anticipate that additional funding will be in the form
of equity financing from the sale of our common stock.  We may also seek to
obtain short-term loans from our directors, although no such arrangement has
been made.  At this time, we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common
stock or through a loan from our directors to meet our obligations over the next
twelve months.  We do not have any arrangements in place for any future
equity financing.





We do not
expect to earn any revenue from operations until we have either commenced mining
operations on a resource property, or operations on a non-resource
property.





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on the small business issuer's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors.





Results
of Operations for the Three-Month Period Ended October 31, 2008





We did
not earn any revenues during the three-month period ended October 31,
2008.





We
incurred operating expenses in the amount of $14,437 for the three-month period
ended October 31, 2008. These operating expenses were comprised entirely of bank
charges of $19, professional fees of $2,472 and transfer and filing fees of
$11,946





Results
of Operations for the Three-Month Period Ended October 31, 2007





We did
not earn any revenues during the three-month period ended October 31,
2007.





We
incurred operating expenses in the amount of $$4,586 for the three-month period
ended October 31, 2007. These operating expenses were comprised entirely of bank
charges of $21, expenses related to a mineral property of $2,111, and
professional fees of $2,454.





Results
of Operations for the Six-Month Period Ended October 31, 2008





We did
not earn any revenues during the six-month period ended October 31,
2008.





We
incurred operating expenses in the amount of $$21,261 for the six-month period
ended October 31, 2008. These operating expenses were comprised entirely of bank
charges of $39, transfer and filing fees of $12,662, and professional fees of
$8,560.





Results
of Operations for the Six-Month Period Ended October 31, 2007





We did
not earn any revenues during the six-month period ended October 31,
2007.





We
incurred operating expenses in the amount of $10,606 for the six-month period
ended October 31, 2008. These operating expenses were comprised entirely of bank
charges of $41, expenses related to a mineral property of $2,111,  and
professional fees of $8,454.





13





Results
of Operations from April 4, 2006 (inception) to October 31, 2008





No
revenues were earned during this period.





We
incurred operating expenses in the amount of $51,254 during this period. These
operating expenses were comprised of bank charges and interest of $210, expenses
related to the mineral property of $7,111, filing and transfer agent fees of
$15,337, office expenses of $550, and professional fees of $28,046.





Item
3 Quantitative and Qualitative Disclosures About Market Risk





Not
applicable.




Item
4 Controls and Procedures




Evaluation
of Disclosure Controls





We
evaluated the effectiveness of our disclosure controls and procedures as of
October 31, 2008. This evaluation was conducted by our chief executive officer
and principal accounting officer.





Disclosure
controls are controls and other procedures that are designed to ensure that
information that we are required to disclose in the reports we file pursuant to
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported.





Limitations
on the Effective of Controls





Our
management does not expect that our disclosure controls or our internal controls
over financial reporting will prevent all error and fraud.  A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are
met.  Further, any control system reflects limitations on resources,
and the benefits of a control system must be considered relative to its
costs.  These limitations also include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake.  Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by
management override of a control.  A design of a control system is
also based upon certain assumptions about potential future conditions; over
time, controls may become inadequate because of changes in conditions, or the
degree of compliance with the policies or procedures may
deteriorate.  Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and may not be
detected.





Conclusions





Based
upon this evaluation of our controls, the chief executive officer and principal
accounting officer has concluded that, subject to the limitations noted above,
the disclosure controls are effective providing reasonable assurance that
material information relating to us is made known to management on a timely
basis during the period when our reports are being prepared.  There
were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.








14





PART
II- OTHER INFORMATION




Item
1. Legal Proceedings




The
Company is not a party to any pending legal proceeding.  Management is
not aware of any threatened litigation, claims or assessments.




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




None.




Item
3. Defaults Upon Senior Securities




None.





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





None.





Item
5. Other Information





None.





Item
6. Exhibits and Reports on Form 8-K





(a.)
Exhibits:





3.1*   Articles
of Incorporation


3.2*   Bylaws


5.1*   Legal
opinion


31.1  Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002


31.2  Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 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


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





*
            filed
      as an exhibit to our registration statement on Form SB-2 dated October 12,
      2007.





(b.) Reports on Form
8-K





(i)           On
September 12, 2008 we announced that (aa) Guy Federspiel was appointed as our
President, Secretary, Treasurer and sole Director. Mr. Federspiel replaced Mr.
Rogers in all of the foregoing positions. (bb) Mr. Federspiel purchased
1,000,000 shares of restricted common stock from Mr. Dean Rogers, and a total of
200,000 shares of common stock from four other common stock shareholders, which,
together, represents 54.55% of our total issued and outstanding common stock;
and (cc) our head office had been moved to PO Box 6, Edders Road, Stalwart,
Saskatchewan, Canada, S0G 4R0. Our contact number is now (306) 963-2657(telephone).





15







SIGNATURES







In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





December
12, 2008








Edgemont
Mining Inc.








/s/ Guy
Federspiel


Guy
Federspiel, President




















16