**UNITED        STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM        10-K**

 

*(Mark        One)*

þ         Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act        of 1934 for the fiscal year ended**December 31,        2007**.

o       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:**000-29321**

 

**MONTANA MINING CORP.**

(Exact        name of registrant as specified in its charter)

 

| **Nevada**

(State or other jurisdiction of

incorporation or organization) | **87-0643635** 

(I.R.S. Employer

Identification No.) |
|-----------------------------------------------------------------------------|-------------------------------------------------------------|

 

**1403 East 900 South, Salt Lake City, Utah 84105**

(Address        of principal executive offices) (Zip Code)

 

**(801) 582-9609**

(Issuer’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act:        none.

Securities registered under Section 12(g) of the Exchange Act: common stock        (title of class), $0.001 par value.

Indicate        by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of        the Securities Act of 1933: Yeso     Noþ.

Indicate        by check mark if the registrant is not required to file reports pursuant to Section 13 or        Section 15(d) of the Exchange Act: Yeso     Noþ.

Indicate        by check mark whether the registrant: (1) filed all reports required to be filed by Section        13 or 15(d) of the Exchange Act during the past 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: Yesþ     Noo.

Indicate        by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K        is not contained herein, and will not be contained, to the best of registrant's knowledge,        in definitive proxy or information statements incorporated by reference in Part III of this        Form 10-K or any amendment to this Form 10-Ko.

Indicate        by check mark whether the registrant is a large accelerated filer, an accelerated filer, a        non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the        Exchange Act: smaller reporting companyþ.

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

The        aggregate market value of the registrant's common stock, $0.001 par value (the only class        of voting stock), held by non-affiliates (5,712,900 shares) was approximately $942,629        based on the average closing bid and asked prices ($0.165) for the common stock on April 8,        2008.

At April 8,        2008, the number of shares outstanding of the registrant's common stock, $0.001 par value        (the only class of voting stock), was 6,312,900.

 

1

 

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**TABLE OF CONTENTS**

**           **Page**    
**PART I.**
     Item       1.                           Business  3  Item       1A.                         Risk Factors  8  Item       1B.                         Unresolved Staff Comments  11  Item       2.                           Properties  11  Item       3.                           Legal Proceedings  11  Item       4.                           Submission of Matters to a Vote of                    Security Holders  11 
**PART II.**
     Item       5.                           Market for Registrant's Common                    Equity, Related Stockholder Matters, and Issuer Purchases of Equity                    Securities  11  Item       6.                           Selected Financial Data  12  
Item       7.                               Management's Discussion and                        Analysis of Financial Condition and Results of Operations
  13  Item       7A.     Quantitative                    and Qualitative Disclosures about Market Risk  17  Item       8.                           Financial Statements and Supplementary Data  17  Item       9.                           Changes in and Disagreements with Accountants on Accounting and Financial                    Disclosure  18  Item       9A.     Controls                    and Procedures (Item 9A (T))  18  Item       9B.     Other                    Information  18 
**PART III.**
     Item     10.                         Directors, Executive Officers and Corporate                    Governance  19  Item     11.                         Executive Compensation  21  Item     12.                         Security Ownership of Certain Beneficial Owners                    and Management and Related Stockholder Matters  21  Item     13.                         Certain Relationships and Related Transactions,                    and Director Independence  22  Item     14.                         Principal Accountant Fees and Services  22  Item     15.                         Exhibits and Financial Statement                    Schedules  23                                            Signatures  24    **
**            2        **

 

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**PART        I**

 

| **ITEM 1.** | **BUSINESS** |
|-------------|--------------|

 

***As        used herein the terms “Company,” “we,” “our,”        “us,” “it,” and “its” refer to Montana Mining Corp.,        its subsidiary, and its predecessor, unless context indicates otherwise.***

 

**Corporate History**

 

Montana        Mining Corp. was incorporated in Nevada on December 7, 1999, as “Aswan Investments,        Inc.” to engage in any legal undertaking. On July 17, 2002, the corporation’s        name was changed to “Montana Mining Corp.” to reflect the decision of        management to enter into mineral exploration activities. After completing the first stages        of an exploration program on an optioned property in the state of Montana, we were unable        to indicate conclusively the existence of any economically recoverable mineralization. We        abandoned the purchase option and all exploration efforts in January of 2005. We have since        been in the process of seeking out other business opportunities.

 

Subsequent        to our fiscal year end, we formed a wholly owned subsidiary, Fitness USA, Inc.        (“Fitness USA”) to enter into a LA Boxing Franchise Agreement        (“Agreement”) with LA Boxing Franchise Corporation (“LA Boxing”) in        order to become an LA Boxing franchisee. The Agreement grants us the exclusive right to        operate one LA Boxing location in the Beverly Hills/Brentwood area of Los Angeles,        California in exchange for an initial franchise fee of $25,000, a monthly royalty fee of        six (6%) percent and a monthly advertising contribution of two percent (2%) of monthly        gross revenues. We are also required to spend a minimum of $5,000 per month on local        advertising once the location is established. The Company has paid the initial franchise        fee but is currently seeking the requisite financing to open an LA Boxing franchise. Should        we be unable to realize sufficient financing for this purpose the Company may seek out        alternative business opportunities.

 

Our office        is located at 1403 East 900 South, Salt Lake City, Utah, 84111, and our telephone number is        (801) 582-9609. Our registered agent is Peter Stumpf who is located at 920 Sierra Vista        Drive #C 10, Las Vegas, Nevada, 89109.

 

The Company        currently trades on the Over the Counter Bulletin Board under the symbol        “MMGC”.

 

**The        Company**

 

***LA        Boxing Franchise***

 

Summary

 

LA Boxing        has been operating gyms in Southern California since 1992. The franchise company was        started in February of 2004. During this time they have developed a membership fitness        system for franchisees that consists of unique boxing and kickboxing training regimens. The        proprietary system features membership software and accounting programs, boxing equipment,        operations manuals, sales manuals, training and instruction programs that are provided to        franchisees as part of a turn-key approach focused on the success of each business. LA        Boxing provides initial training to their franchisees that inculcates their business system        and marketing programs, as well as periodic regional training in addition to an annual        National Franchisee Convention.

 

 

3

 

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Initial        Stages

 

Over the        next few months the Company intends to locate real estate for a Beverly Hills/Brentwood gym        and office location. We will require between 3,500 - 4,500 square feet and intend to engage        a contractor to build out leasehold improvements and an advertising company for signage.        Our plan of operation will also require us to identify a general manager as well as an        instructor for the gym as key employees will be an integral part of our        business.

 

Required        Capital

 

The Company        will require approximately $250,000 in working capital to open a franchise location for LA        Boxing in the Beverly Hills/Brentwood area over the next six months:

 

|   | **•** | $100,000 to facilitate lease deposits and leasehold                        improvements; |
|--------|------------|------------------------------------------------------------------------------------------|

|   | **•** | $50,000 additional operating capital for leasehold                        improvements and equipment; |
|--------|------------|-------------------------------------------------------------------------------------------------------|

|   | **•** | $50,000 additional operating capital for equipment and grand                        opening expenses; |
|--------|------------|-------------------------------------------------------------------------------------------------------|

|   | **•** | $50,000 working capital for the maintenance of the public                        company. |
|--------|------------|-------------------------------------------------------------------------------------------|

 

Our        working capital to open our intended franchise location is further estimated as        follows:

 

| ***Expense***                                     | ***Amount***       |
|---------------------------------------------------|--------------------|
| Misc. Supplies                                    | $1,000             |
| Opening Inventory                                 | $10,000            |
| Insurance                                         | $350 to $500       |
| Printing and Signage                              | $12,000            |
| Office Equipment/P.O.S.System                     | $4,500             |
| Rent/Security Dep.                                | $24,000 to $40,000 |
| Initial Advertising                               | $7,500             |
| Leasehold Improvements                            | $19,000 to $24,000 |
| Architect Fee                                     | $5,000             |
| Leased Equipment                                  | $1,800 to $2,500   |
| Equipment                                         | $23,000            |
| Web Camera                                        | $3,500             |
| Utilities Deposits                                | $1,500             |
| Licenses and Permit                               | $2,000 to $3,000   |
| Legal Review                                      | $1,000 to $2,000   |
| Travel, Lodging, Meals, Etc. for Initial Training | $3,500 to $5,000   |
| Additional Funds (3 months)                       | $45,000            |
| Miscellaneous Start-Up Costs                      | $10,000            |

 

Income        Generation and Expansion

 

Income        generation from our LA Boxing gym location is expected to be from the following        sources:

         

|   | **•** | Bringing in new members |
|--------|------------|-------------------------|

|   | **•** | Providing personal training for members |
|--------|------------|-----------------------------------------|

|   | **•** | Selling LA Boxing equipment, supplies, and wearing                        apparel |
|--------|------------|-----------------------------------------------------------------------------------|

 

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|   | **•** | Fight night events |
|--------|------------|--------------------|

|   | **•** | Fight team training |
|--------|------------|---------------------|

 

The Company        believes that the opening of one location in the Hollywood/Brentwood area is a first step        towards capitalizing on opportunities within the health and fitness market. Following the        experience that we expect to gain from opening and operating our initial LA Boxing        location, we intend to develop our business plan to open additional LA Boxing locations in        the United States and work to expand our new business focus into the international market.        However, the success of this endeavor can in no way be assured since the Company is yet to        realize the financing required to open our first gym and has of this date no commitment        that these funds will be provided.

 

***Selection of a Business***

 

In the        event that financing is not forthcoming for our intended plan of operation, we will then        consider other business opportunities either through merger or acquisition that might        create value for our shareholders.

Management        will return to its policy of seeking opportunities that it considers to be of exceptional        quality which policy may cause us to wait some time before consummating a suitable        transaction.

 

The Company        would not restrict its consideration to any particular business or industry segment, and        the Company may consider, among others, finance, brokerage, insurance, transportation,        communications, research and development, biotechnology, service, natural resources,        manufacturing or high-technology. Management recognizes that due to the Company’s        limited financial resources, the scope and number of suitable business venture candidates        that might be available to it is limited. Accordingly, it is anticipated that the Company        would be limited to one merger or acquisition.

 

The        decision to participate in a specific business opportunity would be made upon        management’s analysis of the quality of the other firm’s management and        personnel, the anticipated acceptability of new products or marketing concepts, the merit        of technological changes and numerous other factors which are difficult, if not impossible,        to analyze through the application of any objective criteria. In many instances, it is        anticipated that the historical operations of a specific venture may not necessarily be        indicative of the potential for the future because of the necessity to substantially shift        a marketing approach, expand operations, change product emphasis, change or substantially        augment management, or make other changes. The Company would be dependent upon the        management of a business opportunity to identify such problems and to implement, or be        primarily responsible for the implementation of, required changes.

 

Since the        Company could participate in a business opportunity with a newly organized business or with        a business which is entering a new phase of growth, it should be emphasized that the        Company would incur risk due to the failure of the target’s management to have proven        its abilities or effectiveness, or the failure to establish a market for the target’s        products or services, or the failure to realize profits.

 

The Company        would not acquire or merge with any company for which audited financial statements cannot        be obtained. It may be anticipated that any opportunity in which the Company participates        would present certain risks. Many of these risks cannot be adequately identified prior to        selection of the specific opportunity, and the Company’s shareholders must,        therefore, depend on the ability of management to identify and evaluate such risk. In the        case of some of the opportunities available to the Company, it may be anticipated that the        founders thereof have been unable to develop a going concern or that such business is in        its development stage in that it has not generated significant revenues from its principal        business activities prior to the Company’s participation.

 

 

5

 

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***Acquisition of Business***

 

While no        suitable business candidate has been identified to date, the Company may become a party to        a merger, consolidation, reorganization, joint venture, franchise or licensing agreement        with another corporation or entity. It may also purchase stock or assets of an existing        business. On the consummation of a transaction, it is possible that the present management        and shareholders of the Company would not be in control of the Company. In addition, the        Company’s sole officer and director may, as part of the terms of the acquisition        transaction, resign and be replaced by new officers and directors without a vote of the        Company’s shareholders.

 

The Company        anticipates that any securities issued in any such reorganization would be issued in        reliance on exemptions from registration under applicable federal and state securities        laws. In some circumstances, however, as a negotiated element of any transaction, the        Company might agree to register such securities either at the time the transaction is        consummated, under certain conditions, or at a specified time thereafter. The issuance of        substantial additional securities and their potential sale into any trading market would        likely have a depressive effect on the Company’s stock price.

 

While the        actual terms of a transaction to which the Company may be a party cannot be predicted, it        may be expected that the parties to the business transaction would find it desirable to        avoid the creation of a taxable event and thereby structure the acquisition in a so called        “tax-free” reorganization under Section 368(a)(1) of the Internal Revenue Code        of 1986, as amended (the “Code”). In order to obtain tax-free treatment under        the Code, it may be necessary for the owners of the acquired business to own 80% or more of        the voting stock of the surviving entity. In such event, the shareholders of the Company        would retain less than 20% of the issued and outstanding shares of the surviving entity,        which could result in significant dilution in the equity of such shareholders.

 

In the        event a merger or acquisition were to occur, the Company’s shareholders would in all        likelihood hold a lesser percentage ownership interest in the Company following any merger        or acquisition. The percentage ownership might be subject to significant reduction in the        event the Company acquires a target company with substantial assets. Any merger or        acquisition effected by the Company can be expected to have a significant substantial        dilutive effect on the percentage of shares held by the Company’s then        shareholders.

 

*Operation of Business After Acquisition*

 

The        Company's operation following a merger with or acquisition of a business would be dependent        on the nature of the business and the interest acquired. We are unable to determine at this        time whether the Company would be in control of the business or whether present management        would be in control of the Company following the acquisition. We could expect that any        future business would present various challenges that cannot be predicted at the present        time.

 

**Competition**

 

The        offering of health and fitness choices is fraught with intense competition. Companies        with greater financial resources, staff, gym equipment and facilities are in a better        position than us to compete for members for our intended franchise location. In addition,        our ability to market and advertise our LA Boxing franchise is severely limited by        financial resources in relation to existing health membership chains. We do however believe        that we can compete as an LA Boxing franchise based on the type of training offered being        distinct from that offered at traditional centers focused on health fitness.        Nonetheless, we can provide no assurance that our intended LA Boxing franchise will be        competitive with health and fitness choices or in the event that we are not able to proceed        with the opening of an LA Boxing gym that we will be able to acquire a competitive business        model associated with an alternative business opportunity.

 

6

 

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**Employees**

 

The Company        is a development stage company and currently has no employees. Ruairidh Campbell, our sole        officer and director, manages the Company. The Company looks to Mr. Campbell for his        entrepreneurial skills and talents. Management uses consultants, attorneys and accountants        as necessary and does not plan to engage any full-time employees in the near        future.

 

**Patents, Trademarks, Licenses, Franchises, Concessions, Royalty        Agreements and Labor Contracts**

 

The Company        currently operates under and holds no patents, trademarks, licenses, franchises,        concessions, or royalty agreements. The Company is not subject to any labor        contracts.

         

**Governmental and Environmental Regulation**

 

The        Company’s intended operations in the health and fitness sector are subject to a        variety of state and local laws, rules and regulations relating to, among other things,        sanitary conditions, worker safety, and the use, storage, discharge and disposal of        environmentally sensitive materials.

 

Should the        Company seek an alternative business opportunity it cannot anticipate the government        regulations, if any, to which the Company may be subject until it has acquired an interest        in a business. The use of assets to conduct a business that the Company may acquire could        subject it to environmental, public health and safety, land use, trade, or other        governmental regulations and state or local taxation. In selecting a business in which to        acquire an interest, management would endeavor to ascertain, to the extent of the limited        resources of the Company, the effects of such government regulation on the prospective        business of the Company. In certain circumstances, however, such as the acquisition of an        interest in a new or start-up business activity, it may not be possible to predict with any        degree of accuracy the impact of government regulation.

 

The Company        believes that it is currently in compliance in all material respects with all laws, rules,        regulations and requirements that affect its business. Further, we believe that compliance        with such applicable laws, rules, regulations and requirements will not impose a material        impediment on our ability to conduct business.

 

**Research and Development**

 

During the        years ended December 31, 2007 and 2006, the Company spent no amounts on research and        development activities.

 

**Reports to Security Holders**

 

The        Company’s annual report contains audited financial statements. We are not required to        deliver an annual report to security holders and will not automatically deliver a copy of        the annual report to our security holders unless a request is made for such delivery. We        file all of our required reports and other information with the Securities and Exchange        Commission (the “Commission”). The public may read and copy any materials that        are filed by us with the Commission at the Commission’s Public Reference Room at 450        Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the        operation of the Public Reference Room by calling the Commission at        1-800-SEC-0330. The statements and forms filed by us with the Commission have also been        filed electronically and are available for viewing or copy on the Commission maintained        Internet site that contains reports, proxy and information statements, and other        information regarding issuers that file electronically with the Commission. The Internet        address for this site can be found at*http://www.sec.gov*.

 

7

 

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| **ITEM 1A.** | **RISK FACTORS** |
|--------------|------------------|

 

Our future        operating results are highly uncertain. Before deciding to invest in us or to maintain or        increase your investment, you should carefully consider the risks described below, in        addition to the other information contained in this annual report. If any of these risks        actually occur, our business, financial condition or results of operations could be        seriously harmed. In that event, the market price for our common stock could decline and        you may lose all or part of your investment.

 

**Risks        Related to the Company’s Business**

 

***We        have a history of significant operating losses and such losses may continue in the        future.***

 

Since our        inception in 1999, our expenses have substantially exceeded our income, resulting in        continuing losses and an accumulated deficit of $172,302 at December 31, 2007. During        fiscal 2007, we recorded a net loss of $26,514. The Company has never realized revenue from        operations. Our only expectation of future profitability is dependent on the future results        of operation from our LA Boxing franchise or the acquisition of an alternative revenue        producing business opportunity.

 

***The        Company’s limited financial resources cast severe doubt on our ability to pursue our        business plan or to acquire a profitable business opportunity.***

 

The        Company’s future operation is dependent upon the development of our LA Boxing        franchise or on the acquisition of an alternative profitable business opportunity. We are        finding it difficult to realize the financing needed for opening our LA Boxing franchise        location and cannot be certain that such financing will be forthcoming. Our inability to        finance the opening of our franchise location will prevent us from developing our business        and may act as a deterrent in any future negotiations with alternative acquisition        candidates. Should the Company be unable to develop a profitable business opportunity in        the near term, it will, in all likelihood, be forced to cease operations.

 

***We        are dependent upon a key person, who would be difficult to replace.***

 

Our        continued operation will be largely dependent upon the efforts of Ruairidh Campbell, our        sole officer and director. We do not maintain key-person insurance on Mr. Campbell. Our        future success also will depend in large part upon the Company’s ability to identify,        attract and retain other highly qualified managerial, technical and sales and marketing        personnel. Competition for these individuals is intense. The loss of the services of Mr.        Campbell, the inability to identify, attract or retain qualified personnel in the future or        delays in hiring qualified personnel could make it more difficult for us to maintain our        operations and meet key objectives such as the acquisition of a suitable business        opportunity.

 

**Risks        Related to the Company’s Stock**

 

***The        market for our stock is limited and our stock price may be volatile.***

 

The market        for our common stock has been limited due to low trading volume and the small number of        brokerage firms acting as market makers. Because of the limitations of our market and        volatility of the

market price of our stock, investors may face difficulties in        selling shares at attractive prices when they want to. The average daily trading volume for        our stock has varied significantly from week to week and from month to month, and the        trading volume often varies widely from day to day.

8

 

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***We        may incur significant expenses as a result of being quoted on the Over the Counter Bulletin        Board, which may negatively impact our financial performance.***

 

We may        incur significant legal, accounting and other expenses as a result of being listed on the        Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules        implemented by the Commission has required changes in corporate governance practices of        public companies. We expect that compliance with these laws, rules and regulations,        including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the        following risk factor, may substantially increase our expenses, including our legal and        accounting costs, and make some activities more time-consuming and costly. As a result,        there may be a substantial increase in legal, accounting and certain other expenses in the        future, which would negatively impact our financial performance and could have a material        adverse effect on our results of operations and financial condition.

 

***Our        internal controls over financial reporting may not be considered effective in the future,        which could result in a loss of investor confidence in our financial reports and in turn        have an adverse effect on our stock price.***

 

Pursuant to        Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our        management on our internal controls over financial reporting. Such report must contain,        among other matters, an assessment of the effectiveness of our internal controls over        financial reporting as of the end of the year, including a statement as to whether or not        our internal controls over financial reporting are effective. This assessment must include        disclosure of any material weaknesses in our internal controls over financial reporting        identified by management. If we are unable to continue to assert that our internal controls        are effective, our investors could lose confidence in the accuracy and completeness of our        financial reports, which in turn could cause our stock price to decline.

 

***The        Company does not pay dividends.***

 

The Company        does not pay dividends. We have not paid any dividends since inception and have no        intention of paying any dividends in the foreseeable future. Any future dividends would be        at the discretion of our board of directors and would depend on, among other things, future        earnings, our operating and financial condition, our capital requirements, and general        business conditions. Therefore, shareholders should not expect any type of cash flow        from their investment.

 

***The        Company requires immediate capital funding.***

 

The Company        requires financing, either through equity offerings or debt placements, in order to open        our anticipated LA Boxing franchise location and meet working capital requirements. Any new        financing may result in a significant dilution for our current shareholders. Further, our        ability to meet short-term and long-term financial commitments is dependent on the        realization of financing in the immediate future. Unless the Company can meet its financial        obligations it will likely be forced to cease operations.

 

 

 

9

 

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***If        the market price of our common stock declines as the selling security holders sell their        stock, selling security holders or others may be encouraged to engage in short selling,        depressing the market price.***

 

The        significant downward pressure on the price of the common stock as the selling security        holders sell material amounts of common stock could encourage short sales by the selling        security holders or others. Short selling is the selling of a security that the seller does        not own, or any sale that is completed by the delivery of a security borrowed by the        seller. Short sellers assume that they will be able to buy the stock at a lower amount than        the price at which they sold it short. Significant short selling of a company’s stock        creates an incentive for market participants to reduce the value of that company’s        common stock. If a significant market for short selling our common stock develops, the        market price of our common stock could be significantly depressed.

 

***The        Company’s shareholders may face significant restrictions on their        stock.***

 

The        Company’s stock differs from many stocks in that it is a “penny stock.”        The Commission has adopted a number of rules to regulate “penny stocks”        including, but not limited to, those rules from the Securities Act as follows:

|   | 3a51-1 | which defines penny stock as, generally speaking, those                        securities which are not listed on either NASDAQ or a national securities                        exchange and are priced under $5, excluding securities of issuers that have                        net tangible assets greater than $2 million if they have been in operation                        at least three years, greater than $5 million if in operation less than                        three years, or average revenue of at least $6 million for the last three                        years; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 15g-1 | which outlines transactions by broker/dealers which are                        exempt from 15g-2 through 15g-6 as those whose commissions from traders are                        lower than 5% total commissions; |
|--------|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 15g-2 | which details that brokers must disclose risks of penny                        stock on Schedule 15G; |
|--------|-------|-------------------------------------------------------------------------------------------------------|

|   | 15g-3 | which details that broker/dealers must disclose quotes and                        other information relating to the penny stock market; |
|--------|-------|-----------------------------------------------------------------------------------------------------------------------------------------|

|   | 15g-4 | which explains that compensation of broker/dealers must be                        disclosed; |
|--------|-------|----------------------------------------------------------------------------------------------|

|   | 15g-5 | which explains that compensation of persons associated in                        connection with penny stock sales must be disclosed; |
|--------|-------|---------------------------------------------------------------------------------------------------------------------------------------|

|   | 15g-6 | which outlines that broker/dealers must send out monthly                        account statements; and |
|--------|-------|---------------------------------------------------------------------------------------------------------|

|   | 15g-9 | which defines sales practice requirements. |
|--------|-------|--------------------------------------------|

Since the        Company’s securities constitute a “penny stock” within the meaning of the        rules, the rules would apply to us and our securities. Because these rules provide        regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell        their securities in any market that may develop; the rules themselves may limit the market        for penny stocks. Additionally, the market among dealers may not be active. Investors in        penny stock often are unable to sell stock back to the dealer that sold them the stock. The        mark-ups or commissions charged by the broker-dealers may be greater than any profit a        seller may make. Because of large dealer spreads, investors may be unable to sell the stock        immediately back to the dealer at the same price the dealer sold the stock to the investor.        In some cases, the stock may fall quickly in value. Investors may be unable to reap any        profit from any sale of the stock, if they can sell it at all. Shareholders should be aware        that, according to Commission Release No. 34-29093 dated April 17, 1991, the market        for penny stocks has suffered from patterns of fraud and abuse. These patterns        include:

|   | **•** | control of the market for the security by one or a few                        broker-dealers that are often related to the promoter or issuer; |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | manipulation of prices through prearranged matching of                        purchases and sales and false and misleading press                        releases; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

|   | **•** | “boiler room” practices involving high pressure                        sales tactics and unrealistic price projections by inexperienced sales                        persons; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | excessive and undisclosed bid-ask differentials and markups                        by selling broker-dealers; and |
|--------|------------|-------------------------------------------------------------------------------------------------------------------|

|   | **•** | the wholesale dumping of the same securities by promoters                        and broker-dealers after prices have been manipulated to a desired level,                        along with the inevitable collapse of those prices with consequent investor                        losses. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

10

 

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| **ITEM 1B.** | **UNRESOLVED STAFF COMMENTS** |
|--------------|-------------------------------|

 

Not        applicable.

 

| **ITEM 2.** | **PROPERTIES** |
|-------------|----------------|

 

The Company        currently maintains its offices at 1403 East 900 South, Salt Lake City, Utah, 84105.        Ruairidh Campbell, our sole officer, director and a substantial shareholder of the Company,        owns this office space. The Company pays no rent for the use of this office. The Company        does not believe that it will need to maintain an office at any time in the foreseeable        future in order to carry out the plan of operation described herein.

 

| **ITEM 3.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

The Company        is currently not a party to any legal proceedings.

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY                        HOLDERS** |
|-------------|--------------------------------------------------------------------------------|

 

No matter        was submitted to a vote of the security holders, through the solicitation of proxies or        otherwise, during the fourth quarter ended December 31, 2007.

 

**PART        II**

 

| **ITEM 5.** | **MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,                        AND ISSUER PURCHASES OF EQUITY SECURITIES** |
|-------------|-----------------------------------------------------------------------------------------------------------------------------|

 

The        Company's common stock is quoted on the Over the Counter Bulletin Board, a service        maintained by the National Association of Securities Dealers, Inc. under the symbol,        “MMGC”. Trading in the common stock in the over-the-counter market has been        limited and sporadic and the quotations set forth below are not necessarily indicative of        actual market conditions. Further, these prices reflect inter-dealer prices without retail        mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The        following table sets forth for the periods indicated the high and low bid prices for the        common stock as reported each quarterly period within the last two fiscal years.

 

| ***Year*** | ***Quarter Ended*** | ***High*** | ***Low*** |
|------------|---------------------|------------|-----------|
| **2007**   | December 31         | $0.45      | $0.15     |
|       | September 30        | $0.90      | $0.13     |
|       | June 30             | $0.30      | $0.13     |
|       | March 31            | $0.45      | $0.26     |

 

| **2006** | December 31  | $0.51 | $0.41 |
|----------|--------------|-------|-------|
|     | September 30 | $0.41 | $0.35 |
|     | June 30      | $0.45 | $0.25 |
|     | March 31     | $0.30 | $0.25 |

 

 

 

11

 

----

 

 

 

**Capital Stock**

 

The        following is a summary of the material terms of the Company’s capital stock. This        summary is subject to and qualified by our articles of incorporation and bylaws.

 

***Common Stock***

 

As of April        8, 2008, there were 84 shareholders of record holding a total of 6,312,900 shares of fully        paid and non-assessable common stock of the 500,000,000 shares of common stock, par value        $0.001, authorized. The board of directors believes that the number of beneficial owners is        substantially greater than the number of record holders because a portion of our        outstanding common stock is held in broker “street names” for the benefit of        individual investors. The holders of the common stock are entitled to one vote for each        share held of record on all matters submitted to a vote of stockholders. Holders of the        common stock have no preemptive rights and no right to convert their common stock into any        other securities. There are no redemption or sinking fund provisions applicable to the        common stock.

 

***Preferred Stock***

 

As of April        8, 2008, there were no shareholders of record of the 5,000,000 shares of preferred stock,        par value $0.001, authorized.

 

***Warrants***

 

As of April        8, 2008, the Company had no outstanding warrants to purchase shares of our common        stock.

 

***Stock        Options***

 

As of April        8, 2008, the Company had no outstanding stock options to purchase shares of our common        stock.

 

**Transfer Agent and Registrar**

 

The        Company’s transfer agent and registrar is Interwest Transfer Company, 1981 E.        Murray-Holladay Road, Holladay, Utah, 84117–5164. Interwest’s phone number is        (801) 272-9294.

 

**Purchases of Equity Securities made by the Issuer and Affiliated        Purchasers**

 

None.

 

**Recent        Sales of Unregistered Securities**

 

None.

 

| **ITEM 6.** | **SELECTED FINANCIAL DATA** |
|-------------|-----------------------------|

 

Not        required.

 

12

 

----

 

 

 

         

| **ITEM 7.** | **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL                        CONDITION AND RESULTS OF OPERATIONS** |
|-------------|------------------------------------------------------------------------------------------------------------------------|

 

This*Management’s Discussion and Analysis of Financial Condition        and**Results of Operations*and other        parts of this prospectus contain forward-looking statements that involve risks and        uncertainties. Forward-looking statements can also be identified by words such as        “anticipates,” “expects,” “believes,”        “plans,” “predicts,” and similar terms. Forward-looking statements        are not guarantees of future performance and our actual results may differ significantly        from the results discussed in the forward-looking statements. Factors that might cause such        differences include but are not limited to those discussed in the subsection        entitled*Forward-Looking Statements and Factors That May Affect        Future Results and Financial Condition*below. The following        discussion should be read in conjunction with our financial statements and notes thereto        included in this report. Our fiscal year end is December 31.

 

**Discussion and Analysis**

 

The        Company’s plan of operation for the coming year is to actively pursue the development        of our initial LA Boxing franchise and, upon those results, expand our operations to        additional franchises within the United States and abroad.

 

If we are        unable to pursue our business plan with respect to our LA Boxing franchise due to financial        constraints, we will attempt to identify and acquire an alternative business opportunity.        In this event, we will not limit our options to any particular industry, but will evaluate        each opportunity on its merits. We have not yet entered into any other agreements, nor do        we have any commitment or understanding to enter into or become engaged in any other        transactions, as of the date of this filing.

 

The        Company’s plan of operation will require a minimum of $250,000 in funding over the        next 12 months, which funding is not currently available.  

 

**Results of Operations**

 

During        the twelve month period ended December 31, 2007, the Company’s operations were        limited to satisfying continuous public disclosure requirements and seeking to identify        prospective business opportunities.

 

***Net        Loss***

 

For the        period from December 7, 1999, to December 31, 2007, the Company recorded an operating loss        of $172,302. The Company’s operating loss is attributed to general and administrative        expenses which include incorporation costs, offering costs, accounting costs, and costs        associated with the preparation of disclosure documentation in connection with registration        pursuant to the Exchange Act of 1934. General and administrative expenses also include        exploration expenses incurred by consultants, the costs associated with test results, costs        directly related to our exploration program and option expenses. We did not generate any        revenue during this period.

 

***Capital Expenditures***

 

The Company        expended no amounts on capital expenditures for the period from December 7, 1999, to        December 31, 2007.

 

 

 

13

 

----

 

 

***Income Tax Expense (Benefit)***

 

The Company        has a prospective income tax benefit resulting from a net operating loss carryforward and        start up costs that may offset any future operating profit.

 

***Impact of Inflation***

 

The Company        believes that inflation has had a negligible effect on operations over the past three        years.

 

***Liquidity and Capital Resources***

 

The Company        had current and total assets of $318 as of the twelve month period ended December 31, 2007,        consisting solely of cash on hand. Net stockholders' deficit in the Company was $62,920 at        December 31, 2007. The Company is in the development stage and, since inception, has        experienced significant changes in liquidity, capital resources and shareholders’        deficit.

 

Cash flow        used in operating activities was $159,212 for the period from December 7, 1999, to December        31, 2007. Cash was used on accounting, administration, consulting and exploration        expenses.

 

Cash flow        provided from financing activities was $159,530 for the period from December 7, 1999, to        December 31, 2007. Financing activities have consisted of sales of the Company’s        common stock, related and non-related party loans over the period.

 

The        Company’s current assets are insufficient to conduct its plan of operation over the        next twelve (12) months. We will have to seek debt or equity financing to fund the opening        of our LA Boxing franchise location and corporate operations. The Company has no current        commitments or arrangements with respect to, or immediate sources of funding. Further, no        assurances can be given that a funding is available. The Company’s shareholders are        the most likely source of new funding in the form of loans or equity placements though none        have made any commitment for future investment and the Company has no agreement formal or        otherwise. The Company’s inability to obtain funding will have a material adverse        affect on its plan of operation.

 

The Company        has no current plans for the purchase or sale of any plant or equipment. The Company        has no current plans to make any changes in the number of employees other than those        necessary to pursue our plan of business with respect to our LA Boxing        franchise.

 

***Critical Accounting Policies***

 

In Note 1        to the audited financial statements for the years ended December 31, 2007 and 2006,        included in this Form 10-K, the Company discusses those accounting policies that are        considered to be significant in determining the results of operations and its financial        position. The Company believes that the accounting principles utilized by it conform to        accounting principles generally accepted in the United States.

The        preparation of financial statements requires Company management to make significant        estimates and judgments that affect the reported amounts of assets, liabilities, revenues        and expenses. By their nature, these judgments are subject to an inherent degree of        uncertainty. On an on-going basis, the Company evaluates estimates. The Company bases its        estimates on historical experience and other facts and circumstances that are believed to        be reasonable, and the results form the basis for making judgments about the carrying value        of assets and liabilities. The actual results may differ from these estimates under        different assumptions or conditions.

 

 

14

 

----

 

 

***Going        Concern***

 

The        Company’s auditors have expressed an opinion as to the Company’s ability to        continue as a going concern as a result of an accumulated deficit of $172,302 as of        December 31, 2007. The Company’s ability to continue as a going concern is subject to        the ability of the Company to realize a profit and /or obtain funding from outside sources.        Management’s plan to address the Company’s ability to continue as a going        concern includes: (i) obtaining funding from private placement sources; (ii) obtaining        additional funding from the sale of the Company’s securities; (iii) establishing        revenues from prospective business opportunities; (iv) obtaining loans and grants from        financial institutions where possible. Although management believes that it will be able to        obtain the necessary funding to allow the Company to remain a going concern through the        methods discussed above, there can be no assurances that such methods will prove        successful.

 

***Forward Looking Statements and Factors That May Affect Future Results        and Financial Condition***

 

The        statements contained in the section titled “*Results of        Operations”*and*“Description        of Business”*, with the exception of historical facts, are        forward looking statements. Forward looking statements reflect our current expectations and        beliefs regarding our future results of operations, performance, and achievements. These        statements are subject to risks and uncertainties and are based upon assumptions and        beliefs that may or may not materialize. These statements include, but are not limited to,        statements concerning:

 

| **•** | our anticipated financial performance and business                        plan; |
|------------|---------------------------------------------------------------------------------|

| **•** | the sufficiency of existing capital resources; |
|------------|------------------------------------------------|

| **•** | our ability to raise additional capital to fund cash                        requirements for future operations; |
|------------|-----------------------------------------------------------------------------------------------------------------|

| **•** | uncertainties related to the Company’s future business                        prospects; |
|------------|------------------------------------------------------------------------------------------------|

| **•** | our ability to generate revenues from future                        operations; |
|------------|---------------------------------------------------------------------------------|

| **•** | the volatility of the stock market and; |
|------------|-----------------------------------------|

| **•** | general economic conditions. |
|------------|------------------------------|

 

We wish to        caution readers that our operating results are subject to various risks and uncertainties        that could cause our actual results to differ materially from those discussed or        anticipated, including the factors set forth in the section entitled        “*Risk Factors*” included        elsewhere in this report. We also wish to advise readers not to place any undue reliance on        the forward looking statements contained in this report, which reflect our beliefs and        expectations only as of the date of this report. We assume no obligation to update or        revise these forward looking statements to reflect new events or        circumstances or any changes in our beliefs or expectations, other than is required by        law.

 

 

15

 

----

 

***Stock-Based Compensation***

 

On January        1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which        addresses the accounting for stock-based payment transactions in which an enterprise        receives employee services in exchange for (a) equity instruments of the enterprise or (b)        liabilities that are based on the fair value of the enterprise’s equity instruments        or that may be settled by the issuance of such equity instruments. In January 2005, the        Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107,        which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R        eliminates the ability to account for stock-based compensation transactions using the        intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting        for Stock Issued to Employees, and instead generally requires that such transactions be        accounted for using a fair-value-based method. We use the Black-Scholes-Merton        (“BSM”) option-pricing model to determine the fair-value of stock-based awards        under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No.        123, Accounting for Stock-Based Compensation. We have elected the modified prospective        transition method as permitted by SFAS No. 123R and accordingly prior periods have not been        restated to reflect the impact of SFAS No. 123R. The modified prospective transition method        requires that stock-based compensation expense be recorded for all new and unvested stock        options, restricted stock, restricted stock units, and employee stock purchase plan shares        that are ultimately expected to vest as the requisite service is rendered beginning on        January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense        for awards granted prior to January 1, 2006 is based on the grant date fair-value as        determined under the pro forma provisions of SFAS No. 123.

 

Prior to        the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based        compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We        applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting        for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based        method had been applied in measuring compensation expense. Under APB Opinion No. 25, when        the exercise price of the Company’s employee stock options was equal to the market        price of the underlying stock on the date of the grant, no compensation expense was        recognized. We account for equity instruments issued in exchange for the        receipt of goods or services from other than employees in accordance with SFAS No. 123 and        the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No.        96-18. Costs are measured at the estimated fair market value of the consideration received        or the estimated fair value of the equity instruments issued, whichever is more reliably        measurable. The value of equity instruments issued for consideration other than employee        services is determined on the earliest of a performance commitment or completion of        performance by the provider of goods or services as defined by EITF        96-18.

 

***Recent Accounting        Pronouncements***

 

In December 2007, the FASB issued SFAS 160,        “Noncontrolling interests in Consolidated Financial Statements – 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. It clarifies that a noncontrolling interest in a subsidiary is an ownership        interest in the consolidated entity that should be reported as equity in the consolidated        financial statements. This Statement is effective for fiscal years beginning on or after        December 15, 2008. Early adoption is not permitted. Management is currently evaluating the        effects of this statement, but it is not expected to have any impact on the Company’s        financial statements.

 

16

 

----

 

         

         

In February        2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and        Financial Liabilities.” SFAS 159 creates a fair value option allowing an entity to        irrevocably elect fair value as the initial and subsequent measurement attribute for        certain financial assets and financial liabilities, with changes in fair value recognized        in earnings as they occur. SFAS 159 also requires an entity to report those financial        assets and financial liabilities measured at fair value in a manner that separates those        reported fair values from the carrying amounts of assets and liabilities measured using        another measurement attribute on the face of the statement of financial position. Lastly,        SFAS 159 requires an entity to provide information that would allow users to understand the        effect on earnings of changes in the fair value on those instruments selected for the fair        value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007        with early adoption permitted. The Company is continuing to evaluate SFAS 159 and to assess        the impact on our results of operations and financial condition if an election is made to        adopt the standard.

         

| **ITEM 7A.** | **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET                        RISK** |
|--------------|---------------------------------------------------------------------------------------|

         

Not required.

         

| **ITEM 8.** | **FINANCIAL STATEMENTS AND SUPPLEMENTARY                        DATA** |
|-------------|------------------------------------------------------------------------|

 

Our        audited financial statements for the years ended December 31, 2007 and 2006 are attached        hereto as F-1 through F-11.

17

 

----

 

MONTANA MINING CORP.

(A        Development Stage Company)

December 31, 2007 and 2006

 

INDEX

 

|   | Page |
|--------|------|

         

|   | Report of Independent Registered Public Accounting                        Firm | F-2 |
|--------|--------------------------------------------------------------------------------|-----|

         

|   | Balance Sheets | F-3 |
|--------|----------------|-----|

         

|   | Statements of Operations | F-4 |
|--------|--------------------------|-----|

         

|   | Statements of Stockholders’ Equity                        (Deficit) | F-5 |
|--------|---------------------------------------------------------------------------|-----|

         

|   | Statements of Cash Flows | F-6 |
|--------|--------------------------|-----|

         

|   | Notes to Financial Statements | F-7 |
|--------|-------------------------------|-----|

         

 

F-1

 

----

 

REPORT OF        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of        Directors

Montana        Mining Corp.

Salt Lake        City, UT

 

We have        audited the accompanying balance sheets of Montana Mining Corp. [*a        development stage company*] as of December 31, 2007 and 2006, and        the related statements of operations, stockholders' equity (deficit) and cash flows for the        years ended December 31, 2007 and 2006 and for the date of inception on December 7, 1999 to        December 31, 2007. These financial statements are the responsibility of the Company's        management. Our responsibility is to express an opinion on these financial statements based        on our audits.

 

We        conducted our audits in accordance with the standards of the Public Company Accounting        Oversight Board (United States). Those standards require that we plan and perform the audit        to obtain reasonable assurance about whether the financial statements are free of material        misstatement. The Company is not required to have, nor were we engaged to perform, an audit        of its internal control over financial reporting. Our audit included consideration of        internal control over financial reporting as a basis for designing audit procedures that        are appropriate in the circumstances, but not for the purpose of expressing an opinion on        the effectiveness of the Company’s internal control over financial reporting.        Accordingly, we express no such opinion. An audit includes examining, on a test basis,        evidence supporting the amounts and disclosures in the financial statements. An audit also        includes assessing the accounting principles used and significant estimates made by        management, as well as evaluating the overall financial statement presentation. We believe        that our audits provide a reasonable basis for our opinion.

 

In our        opinion, the financial statements referred to above present fairly, in all material        respects, the financial position of Montana Mining Corp. as of December 31, 2007 and 2006,        and the results of its operations and its cash flows for the years ended December 31, 2007        and 2006 and for the period from inception on December 7, 1999 through December 31, 2007,        in conformity with accounting principles generally accepted in the United States of        America.

 

The        accompanying financial statements have been prepared assuming that Montana Mining Corp.        will continue as a going concern. As discussed in Note 2 to the financial statements,        Montana Mining Corp. has incurred losses since its inception and has not yet established        profitable operations. These factors raise substantial doubt about the ability of the        Company to continue as a going concern. Management’s plans in regards to these        matters are also described in Note 2. The financial statements do not include any        adjustments that might result from the outcome of these uncertainties.

 

/s/        Pritchett, Siler & Hardy, P.C.

 

**PRITCHETT, SILER & HARDY, P.C.**

April 9,        2008

Salt Lake        City, Utah

 

 

 

F-2

 

----

 

| MONTANA MINING CORP.                                                       |
|----------------------------------------------------------------------------|
| (A Development Stage Company)                                              |
| BALANCE SHEETS                                                             |
| December 31, 2007 and 2006                                                 |
|                                                                       |   |   |   |   |
|                                                                       |   |   |   |   |
| ASSETS                                                                     |   | 2007 |   | 2006 |
|                                                                       |   |   |   |   |
| Current assets:                                                            |   |   |   |   |
| Cash                                                                       | $ | 318 |   | 5,407 |
|                                                                       |   |   |   |   |
| Total current assets                                                       | $ | 318 |   | 5,407 |
|                                                                       |   |   |   |   |
|                                                                       |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                                      |   |   |   |   |
|                                                                       |   |   |   |   |
| Current liabilities:                                                       |   |   |   |   |
| Accounts payable                                                           | $ | 3,873 |   | 5,649 |
| Related party interest payable                                             |   | 4,210 |   | 984 |
| Related party payables                                                     |   | 55,155 |   | 35,180 |
|                                                                       |   |   |   |   |
| Total current liabilities                                                  |   | 63,238 |   | 41,813 |
|                                                                       |   |   |   |   |
| Commitments                                                                |   |   |   |   |
|                                                                       |   |   |   |   |
| Stockholders' deficit:                                                     |   |   |   |   |
| Preferred stock, $.001 par value, 5,000,000                        shares  |   |   |   |   |
| authorized, no shares issued and outstanding                               |   | - |   | - |
| Common stock, $.001 par value, 500,000,000 shares                          |   |   |   |   |
| authorized, 6,312,900 shares issued and                        outstanding |   | 6,313 |   | 6,313 |
| Additional paid-in capital                                                 |   | 103,069 |   | 103,069 |
| Deficit accumulated during the development stage                           |   | (172,302) |   | (145,788) |
|                                                                       |   |   |   |   |
| Total stockholders' deficit                                                |   | (62,920) |   | (36,406) |
|                                                                       |   |   |   |   |
| Total liabilities and stockholders' deficit                                | $ | 318 |   | 5,407 |

 

 

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

 

 

F-3

 

----

 

 

| MONTANA MINING CORP.                      |
|-------------------------------------------|
| (A Development Stage Company)             |
| STATEMENTS OF OPERATIONS                  |
| Years Ended December 31, 2007 and 2006    |
|                                      |   |   |   |   |   |   |
|                                      |   |   |   |   |   |   |
|                                      |   |   |   |   |   | Cumulative |
|                                      |   | 2007 |   | 2006 |   | Amounts |
|                                      |   |   |   |   |   |   |
| Revenue                                   | $ | - |   | - |   | - |
|                                      |   |   |   |   |   |   |
| General and administrative costs          |   | 23,288 |   | 23,281 |   | 168,092 |
|                                      |   |   |   |   |   |   |
| Loss from operations                      |   | (23,288) |   | (23,281) |   | (168,092) |
|                                      |   |   |   |   |   |   |
| Interest expense                          |   | 3,226 |   | 984 |   | 4,210 |
|                                      |   |   |   |   |   |   |
| Loss before income taxes                  |   | (26,514) |   | (24,265) |   | (172,302) |
|                                      |   |   |   |   |   |   |
| Provision for income taxes                |   | - |   | - |   | - |
|                                      |   |   |   |   |   |   |
| Net loss                                  | $ | (26,514) |   | (24,265) |   | (172,302) |
|                                      |   |   |   |   |   |   |
|                                      |   |   |   |   |   |   |
| Loss per common share - basic and diluted | $ | - |   | - |   |   |
|                                      |   |   |   |   |   |   |
| Weighted average common shares -          |   |   |   |   |   |   |
| basic and diluted                         |   | 6,312,900 |   | 6,312,900 |   |   |

 

 

 

 

 

 

 

 

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

 

F-4

 

----

 

 

| MONTANA MINING CORP.                                                             |
|----------------------------------------------------------------------------------|
| (A Development Stage Company)                                                    |
| STATEMENT OF STOCKHOLDERS' EQUITY                        (DEFICIT)               |
| December 7, 1999 (Date of Inception) to December 31,                        2007 |
|                                                                             |   |   |   |   |   |   |   |   |   | Deficit |   |
|                                                                             |   |   |   |   |   |   |   |   |   | Accumulated |   |
|                                                                             |   |   |   |   |   |   |   |   | Additional | During the |   |
|                                                                             | Preferred Stock |   | Common Stock |   | Paid-in |   | Development |   |   |
|                                                                             | Shares |   | Amount |   | Shares |   | Amount |   | Capital |   | Stage |   | Total |
| Balance at December 7, 1999 (date of inception)                                  | - | $ | - |   | - | $ | - | $ | - | $ | - | $ | - |
| Issuance of common stock for:                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash                                                                             | - |   | - |   | 114,500 |   | 115 |   | 795 |   | - |   | 910 |
| Stock subscription receivable                                                    | - |   | - |   | 93,000 |   | 93 |   | 372 |   | - |   | 465 |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (910) |   | (910) |
| Balance at December 31, 1999                                                     | - |   | - |   | 207,500 |   | 208 |   | 1,167 |   | (910) |   | 465 |
| Issuance of common stock for services                                            | - |   | - |   | 1,001,400 |   | 1,001 |   | 4,006 |   | - |   | 5,007 |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (10,131) |   | (10,131) |
| Balance at December 31, 2000                                                     | - |   | - |   | 1,208,900 |   | 1,209 |   | 5,173 |   | (11,041) |   | (4,659) |
| Issuance of common stock for cash                                                | - |   | - |   | 104,000 |   | 104 |   | 2,896 |   | - |   | 3,000 |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (3,865) |   | (3,865) |
| Balance at December 31, 2001                                                     | - |   | - |   | 1,312,900 |   | 1,313 |   | 8,069 |   | (14,906) |   | (5,524) |
| Issuance of common stock for cash                                                | - |   | - |   | 5,000,000 |   | 5,000 |   | 95,000 |   | - |   | 100,000 |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (21,911) |   | (21,911) |
| Balance at December 31, 2002                                                     | - |   | - |   | 6,312,900 |   | 6,313 |   | 103,069 |   | (36,817) |   | 72,565 |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (19,405) |   | (19,405) |
| Balance at December 31, 2003                                                     | - |   | - |   | 6,312,900 |   | 6,313 |   | 103,069 |   | (56,222) |   | 53,160 |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (37,044) |   | (37,044) |
| Balance at December 31, 2004                                                     | - |   | - |   | 6,312,900 |   | 6,313 |   | 103,069 |   | (93,266) |   | 16,116 |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (28,257) |   | (28,257) |
| Balance at December 31, 2005                                                     | - |   | - |   | 6,312,900 |   | 6,313 |   | 103,069 |   | (121,523) |   | (12,141) |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (24,265) |   | (24,265) |
| Balance at December 31, 2006                                                     | - |   | - |   | 6,312,900 |   | 6,313 |   | 103,069 |   | (145,788) |   | (36,406) |
| Net loss                                                                         | - |   | - |   | - |   | - |   | - |   | (26,514) |   | (26,514) |
| Balance at December 31, 2007                                                     | - | $ | - |   | 6,312,900 | $ | 6,313 | $ | 103,069 | $ | (172,302) | $ | (62,920) |

 

 

 

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

 

F-5

 

----

 

 

| MONTANA MINING CORP.                          |
|-----------------------------------------------|
| (A Development Stage Company)                 |
| STATEMENTS OF CASH FLOWS                      |
| Years Ended December 31, 2007 and 2006        |
|                                          |   |   |   |   |   |   |
|                                          |   |   |   |   |   |   |
|                                          |   |   |   |   |   | Cumulative |
|                                          |   | 2007 |   | 2006 |   | Amounts |
| Cash flows from operating activities:         |   |   |   |   |   |   |
| Net loss                                      | $ | (26,514) |   | (24,265) |   | (172,302) |
| Adjustments to reconcile net loss to net cash |   |   |   |   |   |   |
| used in operating activities:                 |   |   |   |   |   |   |
| Stock compensation expense                    |   | - |   | - |   | 5,007 |
| Increase (decrease) in:                       |   |   |   |   |   |   |
| Accounts payable                              |   | (1,776) |   | 685 |   | 3,873 |
| Related party interest payable                |   | 3,226 |   | 984 |   | 4,210 |
|                                          |   |   |   |   |   |   |
| Net cash used in operating activities         |   | (25,064) |   | (22,596) |   | (159,212) |
|                                          |   |   |   |   |   |   |
|                                          |   |   |   |   |   |   |
| Cash flows from investing activities:         |   | - |   | - |   | - |
|                                          |   |   |   |   |   |   |
|                                          |   |   |   |   |   |   |
| Cash flows from financing activities:         |   |   |   |   |   |   |
| Increase in related party payable             |   | 19,975 |   | 27,930 |   | 55,155 |
| Decrease in stock subscription receivable     |   | - |   | - |   | 465 |
| Issuance of common stock                      |   | - |   | - |   | 103,910 |
|                                          |   |   |   |   |   |   |
| Net cash provided by financing activities     |   | 19,975 |   | 27,930 |   | 159,530 |
|                                          |   |   |   |   |   |   |
|                                          |   |   |   |   |   |   |
| Net increase (decrease) in cash               |   | (5,089) |   | 5,334 |   | 318 |
|                                          |   |   |   |   |   |   |
| Cash, beginning of year                       |   | 5,407 |   | 73 |   | - |
|                                          |   |   |   |   |   |   |
| Cash, end of year                             | $ | 318 |   | 5,407 |   | 318 |

 

 

 

 

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

 

F-6

 

----

 

MONTANA MINING CORP.

(A        Development Stage Company)

NOTES        TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

 

Note 1        – Organization and Summary of Significant Accounting Policies

 

Organization

 

Montana        Mining Corp. (the Company) was organized under the laws of the State of Nevada on December        7, 1999 (date of inception). The Company is currently in the process of identifying a        suitable business opportunity pursuant to acquisition or merger.

 

Cash and        Cash Equivalents

 

For        purposes of the statement of cash flows, the Company considers all highly liquid        investments with a maturity of three months or less to be cash equivalents.

 

Income        Taxes

 

Deferred        income taxes are provided in amounts sufficient to give effect to temporary differences        between financial and tax reporting, principally related to startup expenses.

 

Earnings        Per Share

 

The        computation of basic earnings per common share is based on the weighted average number of        shares outstanding during the year.

 

The        computation of diluted earnings per common share is based on the weighted average number of        shares outstanding during the year plus the common stock equivalents which would arise from        the exercise of stock options and warrants outstanding using the treasury stock method and        the average market price per share during the period. Common stock equivalents are not        included in the diluted earnings per share calculation when their effect is antidilutive.        The Company does not have any stock options or warrants outstanding at December 31, 2007        and 2006.

 

Concentration of Credit Risk

 

The        Company maintains its cash in bank deposit accounts, which, at times, may exceed federally        insured limits. The Company has not experienced any losses in such accounts and believes it        is not exposed to any significant credit risk on cash and cash equivalents.

 

Use        of Estimates in the Preparation of Financial Statements

 

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 reporting period. Actual results could differ from those estimates.

 

 

F-7

 

----

 

MONTANA MINING CORP.

(A        Development Stage Company)

NOTES        TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

 

Note        1 – Organization and Summary of Significant Accounting Policies(continued)

 

Reclassifications

 

The        financial statements for periods prior to December 31, 2007 have been reclassified to        conform to the headings and classifications used in the December 31, 2007 financial        statements.

 

Note        2 – Going Concern

 

As of        December 31, 2007, the Company’s revenue generating activities are not in place, and        the Company has incurred losses since inception. These factors raise substantial doubt        about the Company’s ability to continue as a going concern.

 

The        Company is currently in the process of identifying a suitable business opportunity pursuant        to acquisition or merger. Management believes that the identification of a suitable        business opportunity can be completed through the use of its current cash position.        However, there can be no assurance that management will be successful in identifying a        suitable business opportunity or that funds will be available to the Company on terms        acceptable to the Company to complete an acquisition or merger.

 

Note        3 – Income Taxes

 

The        difference between income taxes at statutory rates and the amount presented in the        financial statements is a result of the following:

|                                 |   | Years                        Ended

December                        31, |       |    |
|--------------------------------------|--------|-------------------------------------------------------------------------|------------|---------|
|                                 |   |                                                                    | Cumulative |
|                                 |   | 2007                                                                    |       | 2006    |   | Amounts |
|                                 |   |                                                                    |       |    |   |   |
| Income tax benefit at statutory rate | $      | (4,000)                                                                 |       | (3,000) |   | (26,000) |
| Change in valuation allowance        | $      | 4,000                                                                   |       | 3,000   |   | 26,000 |
|                                 |   |                                                                    |       |    |   |   |
|                                 | $      | -                                                                       |       | -       |   | - |

 

Deferred        tax assets are as follows at December 31:

 

|                |   | 2007     |   | 2006     |
|---------------------|--------|----------|--------|----------|
|                |   |     |   |     |
| Startup costs       | $      | 26,000   |   | 22,000   |
| Valuation allowance | $      | (26,000) |   | (22,000) |
|                |   |     |   |     |
|                | $      | -        |   | -        |

                                                                                      

The Company        has cumulative startup costs of approximately $134,000. For income tax purposes start-up        costs are deferred until the Company begins generating revenue, at which time the costs are        then amortized.

 

F-8

 

----

 

MONTANA MINING CORP.

(A        Development Stage Company)

NOTES        TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

 

Note        4 – Supplemental Cash Flow Information

 

No        amounts have been paid for interest during the years ended December 31, 2007 and        2006.

 

No        amounts have been paid for income taxes since inception.

 

Note        5 – Fair Value of Financial Instruments

 

The        Company’s financial instruments consist of cash and payables. The carrying amount of        cash and payables approximates fair value because of the short-term nature of these        items.

 

Note 6        – Related Party Payables

 

Related        party payables consist of the following:

 

|                                       |   | 2007   |   | 2006   |
|--------------------------------------------|--------|--------|--------|--------|
| Short-term notes payable to shareholders   |   |   |   |   |
| of the Company. The notes include interest |   |   |   |   |
| at 10%, are due on demand, and unsecured   |   |   |   |   |
| Accrued interest at December 31, 2007 and  |   |   |   |   |
| 2006 was $4,210 and $984, respectively.    | $      | 44,955 |   | 24,980 |
|                                       |   |   |   |   |
| Payable to an officer and shareholder of   |   |   |   |   |
| the Company for consulting services. The   |   |   |   |   |
| payable is non-interest bearing, due on    |   |   |   |   |
| demand, and unsecured.                     |   | 10,000 |   | 10,000 |
|                                       |   |   |   |   |
| Short-term note payable to an officer and  |   |   |   |   |
| shareholder of the Company. The note is    |   |   |   |   |
| non-interest bearing, due on demand, and   |   |   |   |   |
| unsecured.                                 |   | 200    |   | 200    |
|                                       |   |   |   |   |
|                                       | $      | 55,155 |   | 35,180 |

 

 

Note        7 – Recent Accounting Pronouncements

 

In        June 2006, the FASB issued FASB Interpretation No. 48,*Accounting for Uncertainty in Income Taxes—an interpretation of        FASB Statement No.* *109*(“FIN 48”), which clarifies the accounting for uncertainty in        income tax positions. This Interpretation requires that the Company recognize in the        financial statements the impact of a tax position that is more likely than not to be        sustained upon examination based on the technical merits of the position. The provisions of        FIN 48 were implemented in fiscal year 2007 and did not impact the financial        statements.

 

F-9

 

----

 

MONTANA MINING CORP.

(A        Development Stage Company)

NOTES        TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

 

Note        7 – Recent Accounting Pronouncements(continued)

 

In        September 2006, the FASB issued FASB Statement No. 157,*Fair Value Measurements*(“FAS        157”). FAS 157 establishes a single authoritative definition of fair value, sets out        a framework for measuring fair value, and expands on required disclosures about fair value        measurement. FAS 157 is effective for the Company on January 1, 2008 and will be applied        prospectively. The provisions of FAS 157 are not expected to have a material impact on the        Company’s financial statements.

 

In        September 2006, the FASB issued FASB Statement No. 158,*Employers’ Accounting for Defined Benefit Pension and Other        Postretirement Benefits*(“FAS 158”). FAS 158        addresses the accounting for defined benefit pension plans and other postretirement benefit        plans (“plans”). Specifically, FAS 158 requires companies to recognize an asset        for a plan’s overfunded status or a liability for a plan’s underfunded status        and to measure a plan’s assets and its obligations that determine its funded status        as of the end of the company’s fiscal year, the offset of which is recorded, net of        tax, as a component of other comprehensive income in shareholders’ equity. FAS 158        was effective for the Company as of January 1, 2007 and applied prospectively. The        provisions of FAS 158 did not have any impact on the Company’s financial        statements.

 

In        February 2007, the FASB issued SFAS No. 159 ("SFAS 159"), "The Fair Value        Option for Financial Assets and Financial Liabilities". Under SFAS 159, companies may        elect to measure certain financial instruments and certain other items at fair value. The        standard requires that unrealized gains and losses on items for which the fair value option        has been elected be reported in earnings. SFAS 159 is effective for the Company as of        January 1, 2008.

 

In December        2007, the FASB issued Statement of Financial Accounting Standards No. 160,        “*Noncontrolling Interests in Consolidated Financial        Statements, an Amendment of ARB No. 51*” (“SFAS        160”). SFAS 160 establishes accounting and reporting standards pertaining to        ownership interests in subsidiaries held by parties other than the parent; the amount of        net income attributable to the parent and to the noncontrolling interest; changes in a        parent’s ownership interest; and the valuation of any retained noncontrolling equity        investment when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure        requirements that clearly identify and distinguish between the interests of the parent and        the interests of the noncontrolling owners. SFAS 160 is required to be adopted        prospectively for the first annual reporting period after December 15, 2008. The Company is        currently reviewing the effect that the adoption of this statement will have on our        financial statements.

 

 

 

 

 

 

 

F-10

 

----

 

MONTANA MINING CORP.

(A        Development Stage Company)

NOTES        TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

 

Note 8        – Subsequent Events

 

In February        2008, the Company formed a subsidiary in order to initiate a new line of business. On March        7, 2008 the Company, through its wholly owned subsidiary, Fitness USA, Inc. (“Fitness        USA”) entered into an LA Boxing Franchise Agreement (the “Agreement”)        with LA Boxing Franchise Corporation (“LA Boxing”) whereby the Company obtained        an exclusive franchise for the Beverly Hills/Brentwood area of Los Angeles,        California.

 

LA Boxing        has developed a membership fitness system for its franchisees that consists of unique        boxing and kickboxing training regimens. The proprietary system features membership        software and accounting programs, boxing equipment, operations manuals, sales manuals,        training and instruction programs that are provided to franchisees as part of a turn-key        approach focused on the success of each business.

 

The        Agreement grants Fitness USA the exclusive right to operate one LA Boxing location in        exchange for an initial franchise fee of $25,000, a monthly royalty fee of 6% on gross        revenues and a monthly advertising contribution, not yet required by LA Boxing, equal to 2%        of monthly gross revenues. Fitness USA is also required to spend a minimum of $5,000 per        month on local advertising.

 

F-11

 

----

 

| **ITEM 9.** | **CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                        ACCOUNTING AND FINANCIAL DISCLOSURE** |
|-------------|-----------------------------------------------------------------------------------------------------------------|

 

None.

 

| **ITEM 9A.** | **CONTROLS AND PROCEDURES (ITEM 9A (T))** |
|--------------|-------------------------------------------|

 

**Management's Annual Report on Internal Control over Financial        Reporting**

 

The        Company’s management, including our chief executive officer and chief financial        officer, is responsible for establishing and maintaining adequate internal control over our        financial reporting. Internal control over financial reporting is a process designed by, or        under the supervision of, our chief executive and chief financial officers and implemented        by our board of directors, management and other personnel, to provide reasonable assurance        regarding the reliability of financial reporting and the preparation of financial        statements for external purposes in accordance with generally accepted accounting        principles and includes those policies and procedures that: (i) pertain to the        maintenance of records that, in reasonable detail, accurately and fairly reflect the        transactions and dispositions of our assets; (ii) provide reasonable assurance that        transactions are recorded as necessary to permit preparation of financial statements in        accordance with generally accepted accounting principles, and that our receipts and        expenditures are being made only in accordance with authorizations of our management and        directors; and (iii) provide reasonable assurance regarding prevention or timely        detection of unauthorized acquisition, use or disposition of our assets that could have a        material effect on the financial statements. Because of their inherent limitations,        internal control over financial reporting may not prevent or detect misstatements. Also,        projections of any evaluation of effectiveness to future periods are subject to the risk        that controls may become inadequate because of changes in conditions, or that the degree of        compliance with the policies or procedures may deteriorate.

 

Under the        supervision and with the participation of our management, including our principal executive        officer and principal financial officer, we conducted an evaluation of the effectiveness of        our internal control over financial reporting based on the framework in*Internal Control* *— Integrated Framework*issued by the        Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation,        our management concluded that our internal control over financial reporting was effective        as of December 31, 2007.

 

This annual        report does not include an attestation report of our registered public accounting firm        regarding internal control over financial reporting. Management's report was not subject to        attestation by our registered public accounting firm pursuant to temporary rules of the        Commission that permit us to provide only the management’s report in this Form        10-K.

 

**Changes in Internal Controls over Financial Reporting**

 

During the        period ended December 31, 2007, there has been no change in internal control over financial        reporting that has materially affected, or is reasonably likely to materially affect our        internal control over financial reporting.

 

| **9B.** | **OTHER INFORMATION** |
|---------|-----------------------|

 

None.

 

 

18

 

----

 

**PART        III**

 

| **ITEM 10.** | **DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE                        GOVERNANCE** |
|--------------|------------------------------------------------------------------------------------|

 

**Officers and Directors**

 

The        following table sets forth the name, age and position of each director and executive        officer of the Company:

 

|  

***Name***

                          | ***Age*** | ***Position(s) and Office(s)***                                                      |
|----------------------------------------------------|-----------|--------------------------------------------------------------------------------------|
| Ruairidh Campbell                                  | 44        | chief executive officer, chief financial officer and                        director |

 

 

***Ruairidh Campbell***was appointed as        officer and director of the Company on December 10, 1999. He estimates that he will spend        approximately 10 percent of his time, approximately 5 hours per week, on the        Company’s business during the next 12 months. He also has significant        responsibilities with other companies, as detailed in the following paragraph. He will        serve until an annual meeting of the Company’s shareholders and his successor is        elected and qualified. Thereafter, directors will be elected for one-year terms at the        annual shareholders meeting. Officers hold their positions at the pleasure of the board of        directors, absent any employment agreement.

 

Mr.        Campbell graduated from the University of Texas at Austin with a Bachelor of Arts in        History and then from the University of Utah College of Law with a Juris Doctorate with an        emphasis in corporate law, including securities and taxation.

 

Over the        past five years he has been an officer and director of several public companies: Allied        Resources Inc., an oil and gas production company from June 1998 to present (chief        executive officer, chief financial officer, director), InvestNet, Inc. a mineral resource        exploration company from February 2000 until March 2004 (chief executive officer and chief        financial officer until December 2003, director until March 2004), Star Energy Corporation        an oil and gas production company from December 1999 to October 2006 (chief financial        officer and director), and NovaMed, Inc., a manufacturer of medical devices from 1995 to        August 2003 (chief executive officer, chief financial officer, director).

 

***Compensation***

 

Our        director receives no compensation for his service as director. We do not anticipate        adopting a provision for compensating directors in the foreseeable future.

 

***Director Independence***

 

Our common        stock is listed on the OTC Bulletin Board inter-dealer quotation system, which does not        have director independence requirements. For purposes of determining director independence,        we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule        4200(a)(15), a director is not considered to be independent if he or she is also an        executive officer or employee of the corporation. Accordingly, our director is not        independent.

 

 

19

 

----

 

***Involvement in Certain Legal Proceedings***

 

To the best        of our knowledge, during the past five years, none of the following occurred with respect        to our director and executive officer: (1) any bankruptcy petition filed by or against any        business of which such person was a general partner or executive officer either at the time        of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal        proceeding or being subject to a pending criminal proceeding (excluding traffic violations        and other minor offences); (3) being subject to any order, judgment or decree, not        subsequently reversed, suspended or vacated, of any court of competent jurisdiction,        permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her        involvement in any type of business, securities or banking activities; and (4) being found        by a court of competent jurisdiction (in a civil action), the Commission or the Commodities        Futures Trading Commission to have violated a federal or state securities or commodities        law, and the judgment has not been reversed, suspended or vacated.

 

**Compliance with Section 16(A) of the Exchange Act**

 

Based        solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is aware of        the following person who, during the period ended December 31, 2007, failed to file, on a        timely basis, reports required by Section 16(a) of the Securities Exchange Act of        1934.

 

| **•** | Ruairidh Campbell failed to timely file a Form 3, 4 and 5                        despite being a director and shareholder. |
|------------|----------------------------------------------------------------------------------------------------------------------------|

 

**Code        of Ethics**

 

The Company        has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the        Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior        officers, such as the principal executive officer, principal financial officer, controller,        and persons performing similar functions. A copy of the Company’s Code of Ethics is        incorporated as Exhibit 14 to this Form 10-K. Further, the Company’s Code of Ethics        is available in print, at no charge, to any security holder who requests such        information.

 

**Board        of Directors Committees**

 

The board        of directors has not yet established an audit committee. An audit committee typically        reviews, acts on and reports to the board of directors with respect to various auditing and        accounting matters, including the recommendations and performance of independent auditors,        the scope of the annual audits, fees to be paid to the independent auditors, and internal        accounting and financial control policies and procedures. Certain stock exchanges currently        require companies to adopt a formal written charter that establishes an audit committee        that specifies the scope of an audit committee’s responsibilities and the means by        which it carries out those responsibilities. In order to be listed on any of these        exchanges, the Company would be required to establish an audit committee.

 

The board        of directors has not established a compensation committee.

 

 

 

 

20

 

----

 

| **ITEM 11.** | **EXECUTIVE COMPENSATION** |
|--------------|----------------------------|

 

**Compensation Discussion and Analysis**

 

The        objective of the Company’s compensation program is to provide compensation for        services rendered by our sole executive officer. The Corporation’s single salary is        designed to retain the services of our executive officer. Salary is currently the only type        of compensation used in our compensation program. We use this form of compensation because        we feel that it is adequate to retain and motivate our executive officer. The amount we        deem appropriate to compensate our executive officer is determined in accordance with        market forces; we have no specific formula to determine compensatory amounts at this time.        While we have deemed that our current compensatory program and the decisions regarding        compensation are easy to administer and are appropriately suited for our objectives, we may        expand our compensation program to any additional future employees to include options and        other compensatory elements.

 

**Table**

 

The        following table provides summary information for 2007 and 2006 concerning cash and non-cash        compensation paid or accrued by the Company to or on behalf of (i) the chief executive        officer and the chief financial officer and (ii) any other employee to receive compensation        in excess of $100,000.

 

| ***Summary Compensation Table***               |
|------------------------------------------------|
| Name and Principal Position                    | Year | Salary

($)

                          | Bonus

($)

                          | Stock Awards

($)

                          | Option

Awards

($) | Non-Equity Incentive Plan Compensation

($)

                          | Change in Pension Value and Nonqualified Deferred                        Compensation

($)

                          | All Other Compensation

($)

                          | Total

($)

                          |
| Ruairidh Campbell

CEO, CFO, PAO, and director | 2007

2006 | 12,000

12,000 | -

- | -

- | -

- | -

- | -

- | -

- | 12,000

12,000 |

The Company        has no “Grants of Plan-Based Awards”, “Outstanding Equity Awards at        Fiscal Year-End”, “Option Exercises and Stock Vested”, “Pension        Benefits”, or “Nonqualified Deferred Compensation”. Nor does the Company        have any “Post Employment Payments” to report.

         

| **ITEM 12.** | **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                        MANAGEMENT AND RELATED STOCKHOLDER MATTERS** |
|--------------|---------------------------------------------------------------------------------------------------------------------------|

 

The        following table sets forth certain information regarding the beneficial ownership of the        stock of the Company as of April 8, 2008, by each shareholder who is known by the Company        to beneficially own more than 5% of the outstanding common stock, by each director, and by        all executive officers and directors as a group.

 

| ***Title of Class*** | ***Names and Addresses of Directors, Officers and                        Beneficial Owners*** | ***Number of Shares***                  | ***Percent of Class*** |
|----------------------|-----------------------------------------------------------------------------------------------|-----------------------------------------|------------------------|
| Common Stock         | Ruairidh Campbell

600 Westwood Terrace

Austin, Texas 78746                                  | 600,000

                          | 9.5%                   |
| Common Stock         | All Executive Officers and Directors as a Group                        (1)                    | 600,000                                 | 9.5%                   |

 

 

21

 

----

 

| **ITEM 13.** | **CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** |
|--------------|----------------------------------------------------|

 

None of our        directors or executive officers, nor any proposed nominee for election as a director, nor        any person who beneficially owns, directly or indirectly, shares carrying more than 5% of        the voting rights attached to all of our outstanding shares, nor any members of the        immediate family (including spouse, parents, children, siblings, and in-laws) of any of the        foregoing persons has any material interest, direct or indirect, in any transaction since        the beginning of our last fiscal year or in any presently proposed transaction which, in        either case, has or will materially affect us.

 

| **ITEM 14.** | **PRINCIPAL ACCOUNTANT FEES AND SERVICES** |
|--------------|--------------------------------------------|

 

***Audit        Fees***

 

Pritchett,        Siler & Hardy, P.C. (“Pritchett”) provided audit services to the Company in        connection with its annual report and review of quarterly filings during the fiscal years        ended December 31, 2007 and 2006. The aggregate fees billed by Pritchett for the audit of        the Company’s annual financial statements and a review of the Company’s        quarterly financial statements were $6,570 and $3,600, respectively.

 

***Audit        Related Fees***

 

Pritchett        billed to the Company no fees in 2007 or 2006 for professional services that are reasonably        related to the audit or review of the Company’s financial statements that are not        disclosed in “Audit Fees” above.

 

***Tax        Fees***

 

Pritchett        billed to the Company no fees in 2007 or 2006 for professional services rendered in        connection with the preparation of the Company’s tax returns.

 

***All        Other Fees***

 

Pritchett        billed to the Company no fees in 2007 or 2006 for other professional services rendered or        any other services not disclosed above.

 

***Audit        Committee Pre-Approval***

 

The Company        does not have a standing audit committee. Therefore, all services provided to the Company        by Pritchett as detailed above, were pre-approved by the Company’s board of        directors. Pritchett performed all work only with their permanent full time        employees.

 

 

 

 

 

 

 

22

 

----

 

| **ITEM 15.** | **EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** |
|--------------|------------------------------------------------|

 

***(a)        Financial Statements***

 

The        following documents are filed under “*Item 8. Financial        Statements and Supplementary Data,*” pages F-1 through F-11,        and are included as part of this Form 10-K:

         

|   | Financial Statements of the Company for the years ended                        December 31, 2007 and 2006: |
|--------|------------------------------------------------------------------------------------------------------------|

|   | Report of Independent Registered Public Accounting                        Firm |
|--------|--------------------------------------------------------------------------------|

Balance Sheets

Statements of Operations

Statementsof Stockholders’ Equity        (Deficit)

Statements of Cash Flows

Notes to Financial        Statements                                                                                      

***(b)        Exhibits***

         

The        exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to        Exhibits on page 25 of this Form 10-K, and are incorporated herein by this        reference.

         

***(c)        Financial Statement Schedules***

 

We are not        filing any financial statement schedules as part of this Form 10-K because such schedules        are either not applicable or the required information is included in the financial        statements or notes thereto.

 

 

 

23

 

----

 

**SIGNATURES**

 

In        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report        to be signed on its behalf by the undersigned, thereunto duly authorized, this        9th day of April, 2008.

 

***Montana Mining Corp.***

         

|   | /s/ Ruairidh Campbell |
|--------|-----------------------|

Ruairidh Campbell, Chief Executive Officer, Chief Financial Officer, and        Principal Accounting Officer

 

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.

 

| ***Signature***                                                                                                                                        | ***Title***                                      | ***Date***                                            |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------|-------------------------------------------------------|
|  

                         

/s/ Ruairidh Campbell 

Ruairidh Campbell

                         

                          |  

                         

Director |  

                         

April 9, 2008 |

 

24

 

----

 

**INDEX        TO EXHIBITS**

 

| ***Exhibit*** | ***Description*** |
|---------------|-------------------|

         

| 3(i)(a)* | Articles of Incorporation of the Company, formerly known as                        Aswan Investments, Inc. (incorporated herein by reference from Exhibit No.                        3(i) of the Company’s Form 10-SB as filed with the Commission on                        February 3, 2000). |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 3(i)(b)* | Amendment to Articles of Incorporation filed with the State                        of Nevada on August 5, 2002 (incorporated herein by reference from Exhibit                        No. 3(i)(b) of the Company’s Form 8-K as filed with the Commission on                        August 15, 2002). |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 3(i)(c)* | Amendment to Articles of Incorporation filed with the State                        of Nevada on October 12, 2004 (incorporated herein by reference from                        Exhibit No. 3(i)(c) of the Company’s Form 10-QSB as filed with the                        Commission on November 8, 2004). |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 3(ii)* | By-laws of the Company adopted on December 10, 1999 formerly                        known as Aswan Investments, Inc. (incorporated herein by reference from                        Exhibit No. 3(i) of the Company's Form 10-SB as filed with the Commission                        on February 3, 2000). |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 10* | LA Boxing Franchise Agreement dated March 7, 2008                        (incorporated herein by reference from Exhibit No. 10 of the Company's Form                        8-K as filed with the Commission on March 21, 2008). |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 14* | Code of Ethics adopted April 14, 2004 (incorporated herein                        by reference herein by reference from Exhibit No. 14 of the Company’s                        Form 10-KSB/A filed with the SEC on April 16, 2004). |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 21 | Subsidiaries of the Company |
|----|-----------------------------|

         

| 31 | Certification of the Chief Executive Officer and Chief                        Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange                        Act of 1934, as amended, as adopted pursuant to Section 302 of the                        Sarbanes-Oxley Act of 2002. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 32 | Certification of the Chief Executive Officer and Chief                        Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to                        Section 906 of the Sarbanes-Oxley Act of 2002. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

|   | * | Incorporated by reference from previous filings of the                        Company. |
|--------|---|----------------------------------------------------------------------------------------|