**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****, 2009**.

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)         

Registrant’s telephone number, including area code: **(801) 582-9609**

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

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes        þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and        post such files).

Yes o No þIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Smaller reporting        company þ

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

The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by non-affiliates (6,546,318shares) was approximately $379,686based on the average closing bid and askedprices        ($0.058) for the common stock on April 13, 2010.

At April 13, 2010 the number of shares outstanding of theregistrant's common stock, $0.001 par value (the only class of voting stock), was 7,146,318.

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**TABLE OF CONTENTS**

**           **Page**    
**PART I.**
     Item       1.        Business  2  Item       1A.      Risk Factors  6  Item       1B.      Unresolved Staff Comments  9  Item       2.        Properties  9  Item       3.        Legal Proceedings  9  Item       4.        (Removed and Reserved)  9 
**PART II.**
     Item       5.        Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities  9  Item       6.        Selected Financial Data  10  
Item       7.        Management's Discussion and Analysis of Financial Condition and Results of Operations
  11  Item       7A.     Quantitative and Qualitative Disclosures about Market Risk  14  Item       8.        Financial Statements and Supplementary Data  14  Item       9.        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  15  Item       9A(T).     Controls and Procedures  15  Item       9B.     Other Information  16 
**PART III.**
     Item     10.      Directors, Executive Officers and Corporate Governance  16  Item     11.      Executive Compensation  18  Item     12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  19  Item     13.      Certain Relationships and Related Transactions, and Director Independence  20  Item     14.      Principal Accountant Fees and Services  20 
**PART IV.**
     Item     15.      Exhibits and Financial Statement Schedules  21                         Signatures  22    **

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**PART I**

**ITEM 1.     ****BUSINESS**

***As used herein the terms “******Company******,” “we,” “our,”******and “us******” 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 propertyin the state of Montana, we were unable to indicate conclusively the existenceof any economically recoverable mineralization. We therefore abandoned thepurchase option and all exploration efforts in January of 2005.We have        since been in the process of seeking out other business opportunities.

The Company entered into a definitive share exchange agreement on November 20, 2008, as amended on February 2, 2009,to acquire Produced Water Solutions, Inc. (“PWS”). PWS isbased in Sylvan Lake, Canada whosebusiness is to        provide oilfield produced water treatment systems to oil and gas producers in North America. PWS’ proprietary process converts high volumes of oil and gas produced water into potable water using a unit that can be easily moved from well to well. The process effectively reduces the traditional costs of disposing field water either down disposal wells or off site while simultaneously meeting the need to reuse and recyclewater asan increasingly valuable resource.          

Theshare exchange agreement, as amended issubject to thefollowing material terms and conditions:

|  | ·      | a share exchange of eight million (8,000,000) Company shares for one hundred percent (100%) of the equity interests in PWS; |
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|  | ·      | a Company loan of eighty onethousand six hundred and ninety nine dollars ($81,699) to PWS secured by the assets and proprietary technology associated with its business; |
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|  | ·      | a closing date for the share exchange of on or before June 30, 2010; |
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|  | ·      | a private placement of the Company’s common stock intended to provide no less than seven hundred and fifty thousand dollars ($750,000) in initial financing on or before the closing date and a best efforts basis commitment to raise an additional $750,000 in a private placement offering within ninety (90) days of closing; |
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|  | ·      | a finder’s fee that consists of eight hundred thousand (800,000)shares of the Company’s common stock issued on closing; |
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|  | ·      | a PWS nomination of one individual to join the Company’s BOD; and |
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|  | ·      | employment agreements for key members of the PWS management team. |
|--|----------------------------------------|-------------------------------------------------------------------|

On August 26, 2009,as amended on November 29, 2009 and March 31, 2010,the Company assigned its interest in the share exchange agreement to Dobhai Ventures, Inc. (“Dobhai”) in exchange for a two and one half percent (21⁄2%) royalty on all net revenue        realized by Dobhai or PWS from PWS’ reverse osmosis and ultra-filtration technology for thirty six (36) months from the date of the most recent amendment to the assignment up to $1,000,000 and a cash payment of $135,000 payable within ten days of Dobhai’s acquisition of PWS.The assignment is effective until June 30, 2010, and may be extended to provide Dobhai with the time necessary to comply with regulatory requirements connected to the        Toronto Venture Exchange. Should Dobhai be unable to conclude its acquisition of PWS the Company intends to acquire PWS as a wholly owned subsidiary on the terms and conditions of the share exchange agreement.

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Our office is located at1403 East 900 South, Salt Lake City, Utah, 84105, and our telephone number is (801) 582-9609.Our registered agent is the UPS Store #1650, 3395 S. Jones Boulevard, Las Vegas, Nevada, 89146.

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

**The Company**

The Company’s plan of operation over the next twelve monthsis toreengage in the process of considering business opportunities for merger or acquisition that might create value for its shareholders. Management wouldseek out opportunities that it        considers to be of exceptional quality which policy may cause us to wait some time before consummating a suitable transaction. 

***Selection of a******Business***

The Company would not restrict its consideration to any particular business or industry segment, and may consider, among others, finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing or high-technology. Management recognizes that the Company’s inadequatefinancial resources, limit the scope and number of suitable business venture candidatesthat might otherwise be available. 

The decision to participate in a specific business opportunity wouldbe 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 makeother changes. The Company wouldbe 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. 

The Company wouldnot acquire or merge with any company for which audited financial statements could notbe obtained. Nonetheless, it may be anticipated that any opportunity in which the Company participates wouldpresent certain risks to our        shareholders. Risks might include the track record of management’s effectiveness, failures to establish a consistent market for products or services, development stage, or to realize profits. Many more of these risks may notbe adequately identified prior to the selection of aspecific opportunity, and ourshareholders must, therefore, depend on the ability of management        to identify and evaluate such risks as such become evident. 

***Acquisition of Business***

TheCompany intends tobecome 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 wouldnot 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.          

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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 mightagree        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 wouldlikely 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 wouldfind 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 mightbe 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.          

***Operatio******n of Business******after******Acquisition***

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

**Competition**

Whatever business opportunity we pursue, we are almost certain to be involved in intense competition with other business entities, many of which will have a competitive edge over us by virtue of their stronger financial resources and prior business experience.

**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. 

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**Governmental and Environmental Regulation          **

***General***

The Companycannot at this time anticipate the government regulations, if any, to which the Company may be subjectfollowing a merger or acquisition.However, we can be certain that the conduct of any business subject’susto 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 the effects of such government regulation on a prospective business opportunity. 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 does not impose a material impediment on our ability to conduct business. 

***Climate Change Legislation and Greenhouse Gas Regulation***         Many studies over the past couple decades have indicated that emissions of certain gases contribute to warming of the Earth’s atmosphere. In response to these studies, many nations have agreed to limit emissions of “greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on Climate Change, and the “Kyoto Protocol.” Although the United States is not participating in the Kyoto Protocol, several states have adopted        legislation and regulations to reduce emissions of greenhouse gases. Additionally, the United States Supreme Court has ruled, in *Massachusetts, et al. v. EPA*, that the EPA abused its discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile sources. As a result of the Supreme Court decision the EPA issued a finding that serves as the foundation under the Clean Air Act        to issue other rules that would result in federal greenhouse gas regulations and emissions limits under the Clean Air Act, even without Congressional action. Finally, acts of Congress, particularly those such as the “American Clean Energy and Security Act of 2009” approved by the United States House of Representatives, as well as the decisions of lower courts, large numbers of states, and foreign governments could widely affect climate change regulation. Greenhouse gas        legislation and regulation could have a material adverse effect on our business, financial condition, and results of operations.

**Research and Development**

During the years ended December 31, 2009and 2008, the Company spent no amounts on research and development activities. 

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**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 the Company with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., 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.

**ITEM 1A.     RISK FACTORS**

The Company’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our        securities.

**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 $312,970at December 31, 2009. The Company has never realized revenue from operations. Our only expectation of future profitability is dependent on revenues associated with the        assignment of our share exchange agreement with PWS and the acquisition or development of a 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 or acquisition of a profitable business opportunity. We found it impossible to realize the financing needed for our share exchange agreement with PWS. The Company’s inability to finance its operations sufficiently may prevent it from developing any business and may act        as a deterrent in any future negotiations with potential acquisition candidates. Should the Company be unable to acquire or 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. 

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**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.          

***We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.***         We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. 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, has substantially increased our expenses, including legal and accounting costs, and made some        activities more time-consuming and costly. Further, expenses related to our compliance may increase in the future, as legislation affecting smaller reporting companies comes into effect that may negatively impact our financial performance to the point of having 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 requires immediate capital funding to meet working capital requirements which it may not be able to satisfy.***

The Company requires immediate financing through equity offerings or debt placements to meet current working capital requirements. Despite the immediacy of necessary financing and ongoing efforts to secure financing, the Company has no commitment to raise any of the requisite capital, without which it will not be able to meet its current financial obligations.                  

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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; |
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|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
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|  | ·      | “boiler room” practices involving high pressure sales tactics and unrealistic price projections; |
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|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
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|  | ·      | 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. |
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**ITEM 1B.     UNRESOLVED STAFF COMMENTS**

Not applicable.

**ITEM 2.     ****PROPERT****IES**

The Company currently maintains its offices at 1403 East 900 South, Salt Lake City, Utah,84105. Ruairidh Campbell, our sole officer, director and a 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 Companyis currently not a party to any legal proceedings. 

**ITEM 4.     (REMOVED AND RESERVED)**

Removed and reserved.

**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 Financial Industry Regulatory Authorityunder 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*** |
|--------------|---------------------|------------|-----------|
| **200****9** | December 31         | $0.06      | $0.04     |
|         | September 30        | $0.09      | $0.06     |
|         | June 30             | $0.15      | $0.09     |
|         | March 31            | $0.18      | $0.04     |
| **2008**     | December 31         | $0.25      | $0.06     |
|         | September 30        | $0.40      | $0.07     |
|         | June 30             | $0.45      | $0.10     |
|         | March 31            | $0.44      | $0.14     |

**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.

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***Common Stock***

As of April 13, 2010there were 87shareholders of record holding a total of 7,146,318shares 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 13, 2010 there were no shareholdersof recordof the 5,000,000 shares of preferred stock,par value $0.001, authorized.

***Warrants***

As of April 13, 2010 the Company had no outstanding warrants to purchase shares of our common stock.

***Stock Options***

As of April 13, 2010 the Companyhad no outstanding stock options to purchase shares of our common stock.

***Dividends         ***

The Company has not declared any cash dividends since inception and does not anticipate paying any dividends in the near future. The payment of dividends is within the discretion of the board of directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the        Company's ability to pay dividends on its common stock other than those generally imposed by applicable state law.

**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.

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

This *Management’s Discussion and Analysi**s of Financial Condition and**Results of Operations*and other parts of this annualreportcontain 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 over the next twelve months is to identify and acquire a suitable business opportunity.           

The Company will require a minimum of $50,000 in funding over the next 12 months to maintain current operations and seek out a suitable business opportunity.          

**Results of Operations**

 

During the year ended December 31, 2009, the Company (i) satisfied continuous public disclosure requirements, (ii) performed due diligence with respect to PWS, (iii) attempted to procure requisite financing and (iv) assigned the share exchange agreement with PWS to Dobhai.

***Net Loss***

For the period from December 7, 1999, to December 31, 2009, the Companyrecorded a net loss of $312,970. Net losses for the twelve month periodended December 31, 2009 were $66,837as compared to $73,831 for the twelve month        periodended December 31, 2008. The decrease in the Company’s net losses over the comparative twelvemonth periods can be attributed to a decrease in general and administrative expenses. The Company’s cumulative operating loss is mostly due to costs associated with a forfeited option agreement, the impaired LA Boxing franchise fee, interest expenses and general and administrative expenses. General and        administrative costs include accounting costs, consulting fees, mining exploration expenses, due diligence costs and the preparation of disclosure documentation.                   We did not generate revenue during this period and expect to continue to incur losses. 

***Capital Expenditures***

The Company expended no amounts on capital expenditures for the period from December 7, 1999, to December 31, 2009.

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

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and start up costs that will offset any future operating profit.

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***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 is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources, and stockholders’ deficit.         The Company had current and total assets of $105,920as of December 31, 2009, consisting of cash of $101, a note receivable of $95,227 and interest thereon of $10,592 due from PWS. Net stockholders' deficit in the Company was $40,246at December 31, 2009. 

Cash flow used in operating activities was $185,609for the period from December 7, 1999, to Decmber 31, 2009. Cash flow used in operating activities for the twelvemonth period ended December 31, 2009 decreased to $73as compared to $26,324 for the        twelvemonth period ended December 31, 2008. The decrease in cash flows used in operating activities over the comparative twelvemonth periods can be attributed to increases in accounts payable and related party accounts payable. The Company’s cumulative cash flow used in operating activities was used on accounting, administration, consulting, exploration expenses and a franchise fee. We expect to continue        to use cash flow in operating activities over the next twelve months.

Cash flow provided from financing activities was $292,785 for the period from December 7, 1999, to December 31, 2009. Cash flow provided by financing activities for the twelvemonths ended December 31, 2009 decreased to $100 as compared to $133,155 for the twelvemonths ended December 31,        2008. The decrease in cash flow provided from financing activities over the comparative nine month periods can be attributed to ineffective financing activities in the current period. The Company’s cumulative financing activities have consisted of sales of the Company’s common stock as well as related and non-related party loans. We expect to continue to use cash flow provided by financing activities to maintain current operations with private equity placements or        shareholder loans.                  Cash flow used in investing activities was $107,075 for the period from December 7, 1999, to December 31, 2009. Cash flow used in investing activities for the twelvemonths ended December 31, 2009 decreased to $0 as compared to $107,075 for the twelvemonths ended December 31, 2009. Cash flow used in investing activities over the cumulative period can be partially attributed to the franchise fee paid to LA Boxing        and the loan to PWS. We do expect to use cash flow in investing activities in connection with any future development or acquisition of a business opportunity.         The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12) months. We will have to seek at least $50,000 in debt or equity financing over the next twelve months to fund our continued operations. The Company has no current commitments or arrangements with respect to, or immediate sources of this funding. Further, no assurances can be given that 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 ability to search for alternative business opportunities and maintain operations.

The Company does not intend to pay cash dividends in the foreseeable future.                  The Company had no lines of credit or other bank financing arrangements as of December 31, 2009. 

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The Company had no commitments for future capital expenditures that were material at December 31, 2009.                   The Company has no defined benefit plan or contractual commitment with any of its officers or directors.                   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.           

***Off-Balance Sheet Arrangements***

As of December 31, 2009, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to        stockholders.

***Critical Accounting Policies***

In Note 1 to the audited financial statements for the years ended December 31, 2009 and 2008, included in our 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.

***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 anaccumulated deficit of $312,970as of December 31, 2009. 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 the private placement of debt or equity; (ii) realizing revenues from its assignment of the PWS share exchange agreement and prospective business opportunities; and (iii) obtaining loans and grants from financial or government institutions. Management believes that it        will be able to obtain funding to allow the Company to remain a going concern through the methods discussed above, though 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 *Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and elsewhere in this current report, 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: 

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|  | ·      | 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 toupdate or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.

***Stock-Based Compensation***

**We have adopted Accounting Standards Codification Topic (“ASC”) 718, formerly 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.**

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. 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.

*Recent Accounting Pronouncements*

Please see Note 11to our financial statements for recent accounting pronouncements.

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

Not required.

**ITEM 8.     F****INANCIAL STATEMENTS****AND SUPPLEMENTARY DATA**

Ourfinancial statements for the yearsended December 31, 2009and 2008are attached hereto as F-1 through F-16.

 

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MONTANA MINING CORP.

(A Development Stage Company)

December 31, 2009and 2008

INDEX

                                                                                                                                                         Page

Report of Independent Registered Public Accounting Firm                                          F-2     

**     **

Consolidated Balance        Sheets                                                                                            F-3**          **

Consolidated Statements of        Operations                                                                      F-4

Consolidated Statementof Stockholders’ Equity(Deficit)                                            F-5         

Consolidated Statements of Cash        Flows                                                                     F-7         

Notes to Consolidated Financial        Statements                                                                       F-8     **                    **

F- 1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

**Montana Mining Corp.**

Salt Lake City, Utah

We have audited the accompanying consolidated balance sheets of Montana Mining Corp. [*a development stage company*] as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the        two-year period ended December 31, 2009 and for the period from inception on December 7, 1999 through December 31, 2009. Montana Mining Corp.’s management is responsible for these financial statements. 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, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Montana Mining Corp. as of December 31, 2009 and 2008 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 and for the period from inception on December 7, 1999 through December 31, 2009, in conformity with accounting principles generally accepted in the United States of        America.                  The accompanying consolidated financial statements have been prepared assuming Montana Mining Corp. will continue as a going concern. As discussed in Note 2 to the consolidated 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 consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

**PRITCHETT, SILER & HARDY, P.C.**         Salt Lake City, Utah        April 13,2010

F- 2

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| MONTANA MINING CORP.                                              |
|-------------------------------------------------------------------|
| (A Development Stage Company)                                     |
| CONSOLIDATED BALANCE SHEETS                                       |
| December 31, 2009 and 2008                                        |
|                                                              |   |   |   |   |
|                                                              |   |   |   |   |
| ASSETS                                                            |   | 2009 |   | 2008 |
|                                                              |   |   |   |   |
| Current assets:                                                   |   |   |   |   |
| Cash                                                              | $ | 101 |   | 74 |
| Interest receivable                                               |   | 10,592 |   | 918 |
| Note receivable                                                   |   | 95,227 |   | 81,699 |
|                                                              |   |   |   |   |
| Total current assets                                              | $ | 105,920 |   | 82,691 |
|                                                              |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                    |   |   |   |   |
|                                                              |   |   |   |   |
| Current liabilities:                                              |   |   |   |   |
| Accounts payable                                                  | $ | 17,816 |   | 4,440 |
| Related party accounts payable                                    |   | 54,739 |   | 28,248 |
| Related party interest payable                                    |   | 11,141 |   | 1,042 |
| Current portion of related party notes payable                    |   | 62,470 |   | 2,370 |
|                                                              |   |   |   |   |
| Total current liabilities                                         |   | 146,166 |   | 36,100 |
|                                                              |   |   |   |   |
| Related party notes payable, net of beneficial conversion feature |   | - |   | 20,000 |
|                                                              |   |   |   |   |
| Total liabilities                                                 |   | 146,166 |   | 56,100 |
|                                                              |   |   |   |   |
| Commitments                                                       |   |   |   |   |
|                                                              |   |   |   |   |
| Stockholders' equity (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, 7,146,318 shares issued and outstanding               |   | 7,146 |   | 7,146 |
| Additional paid-in capital                                        |   | 265,578 |   | 265,578 |
| Deficit accumulated during the development stage                  |   | (312,970) |   | (246,133) |
|                                                              |   |   |   |   |
| Total stockholders' equity (deficit)                              |   | (40,246) |   | 26,591 |
|                                                              |   |   |   |   |
| Total liabilities and stockholders' equity (deficit)              | $ | 105,920 |   | 82,691 |

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

F- 3

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| MONTANA MINING CORP.                                          |
|---------------------------------------------------------------|
| (A Development Stage Company)                                 |
| CONSOLIDATED STATEMENTS OF OPERATIONS                         |
| Years Ended December 31, 2009 and 2008 and Cumulative Amounts |
|                                                          |   |   |   |   |   |   |
|                                                          |   |   |   |   |   |   |
|                                                          |   |   |   | Cumulative |
|                                                          |   | 2009 |   | 2008 |   | Amounts |
|                                                          |   |   |   |   |   |   |
| Revenue                                                       | $ | - |   | - |   | - |
|                                                          |   |   |   |   |   |   |
| Operating expenses:                                           |   |   |   |   |   |   |
| General and administrative costs                              |   | 26,412 |   | 45,515 |   | 240,019 |
| Impairment of franchise agreement                             |   | - |   | 25,000 |   | 25,000 |
|                                                          |   |   |   |   |   |   |
| Loss from operations                                          |   | (26,412) |   | (70,515) |   | (265,019) |
|                                                          |   |   |   |   |   |   |
| Other income (expense):                                       |   |   |   |   |   |   |
| Interest income                                               |   | 9,674 |   | 918 |   | 10,592 |
| Interest expense                                              |   | (50,099) |   | (4,234) |   | (58,543) |
|                                                          |   |   |   |   |   |   |
| Loss before income taxes                                      |   | (66,837) |   | (73,831) |   | (312,970) |
|                                                          |   |   |   |   |   |   |
| Provision for income taxes                                    |   | - |   | - |   | - |
|                                                          |   |   |   |   |   |   |
| Net loss                                                      | $ | (66,837) |   | (73,831) |   | (312,970) |
|                                                          |   |   |   |   |   |   |
|                                                          |   |   |   |   |   |   |
| Loss per common share - basic and diluted                     | $ | (0.01) |   | (0.01) |   |   |
|                                                          |   |   |   |   |   |   |
| Weighted average common shares -                              |   |   |   |   |   |   |
| basic and diluted                                             |   | 7,146,318 |   | 6,554,934 |   |   |

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

F- 4

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| MONTANA MINING CORP.                                      |
|-----------------------------------------------------------|
| (A Development Stage Company)                             |
| CONSOLIDATED STATEMENTOF STOCKHOLDERS' EQUITY (DEFICIT)   |
| December 7, 1999 (Date of Inception) to December 31, 2009 |
|                                                      |   |   |   |   |   |   |   |   |   | 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 |
|                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |

F- 5

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| 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) |
|                                            |   |   |   |   |      |   |   |   |    |   |      |   |     |
| Issuance of common stock for conversion of debt | -      |   | -      |   | 833,418   |   | 833    |   | 82,509  |   | -         |   | 83,342   |
|                                            |   |   |   |   |      |   |   |   |    |   |      |   |     |
| Beneficial conversion feature                   | -      |   | -      |   | -         |   | -      |   | 80,000  |   | -         |   | 80,000   |
|                                            |   |   |   |   |      |   |   |   |    |   |      |   |     |
| Net loss                                        | -      |   | -      |   | -         |   | -      |   | -       |   | (73,831)  |   | (73,831) |
|                                            |   |   |   |   |      |   |   |   |    |   |      |   |     |
| Balance at December 31, 2008                    | -      |   | -      |   | 7,146,318 |   | 7,146  |   | 265,578 |   | (246,133) |   | 26,591   |
|                                            |   |   |   |   |      |   |   |   |    |   |      |   |     |
| Net loss                                        | -      |   | -      |   | -         |   | -      |   | -       |   | (66,837)  |   | (66,837) |
|                                            |   |   |   |   |      |   |   |   |    |   |      |   |     |
| Balance at December 31, 2009                    | -      | $      | -      |   | 7,146,318 | $      | 7,146  | $      | 265,578 | $      | (312,970) | $      | (40,246) |

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

F- 6

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| MONTANA MINING CORP.                                          |
|---------------------------------------------------------------|
| (A Development Stage Company)                                 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS                         |
| Years Ended December 31, 2009 and 2008 and Cumulative Amounts |
|                                                          |   |   |   |   |   |   |
|                                                          |   |   |   |   |   |   |
|                                                          |   |   |   |   |   | Cumulative |
|                                                          |   | 2009 |   | 2008 |   | Amounts |
| Cash flows from operating activities:                         |   |   |   |   |   |   |
| Net loss                                                      | $ | (66,837) |   | (73,831) |   | (312,970) |
| Adjustments to reconcile net loss to net cash                 |   |   |   |   |   |   |
| used in operating activities:                                 |   |   |   |   |   |   |
| Stock compensation expense                                    |   | - |   | - |   | 5,007 |
| Impairment of franchise agreement                             |   | - |   | 25,000 |   | 25,000 |
| (Gain) loss on foreign currency transaction                   |   | (13,528) |   | 376 |   | (13,152) |
| Amortization of beneficial conversion feature                 |   | 40,000 |   | - |   | 40,000 |
| (Increase) decrease in:                                       |   |   |   |   |   |   |
| Interest receivable                                           |   | (9,674) |   | (918) |   | (10,592) |
| Increase (decrease) in:                                       |   |   |   |   |   |   |
| Accounts payable                                              |   | 13,376 |   | 567 |   | 17,816 |
| Related party accounts payable                                |   | 26,491 |   | 18,248 |   | 44,739 |
| Related party interest payable                                |   | 10,099 |   | 4,234 |   | 18,543 |
|                                                          |   |   |   |   |   |   |
| Net cash (used)in operating activities                        |   | (73) |   | (26,324) |   | (185,609) |
|                                                          |   |   |   |   |   |   |
| Cash flows from investing activities:                         |   |   |   |   |   |   |
| Purchase of franchise agreement                               |   | - |   | (25,000) |   | (25,000) |
| Increase in note receivable                                   |   | - |   | (82,075) |   | (82,075) |
|                                                          |   |   |   |   |   |   |
| Net cash (used)in investing activities                        |   | - |   | (107,075) |   | (107,075) |
|                                                          |   |   |   |   |   |   |
| Cash flows from financing activities:                         |   |   |   |   |   |   |
| Increase in related party notes payable                       |   | 100 |   | 133,155 |   | 188,410 |
| Decrease in stock subscription receivable                     |   | - |   | - |   | 465 |
| Issuance of common stock                                      |   | - |   | - |   | 103,910 |
|                                                          |   |   |   |   |   |   |
| Net cash provided by financing activities                     |   | 100 |   | 133,155 |   | 292,785 |
|                                                          |   |   |   |   |   |   |
| Net increase (decrease) in cash                               |   | 27 |   | (244) |   | 101 |
|                                                          |   |   |   |   |   |   |
| Cash, beginning of period                                     |   | 74 |   | 318 |   | - |
|                                                          |   |   |   |   |   |   |
| Cash, end of period                                           | $ | 101 |   | 74 |   | 101 |

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

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

**Note 1 – Organization and Summary of Significant Accounting Policies**

Organization          

The consolidated financial statements include the accounts of Montana Mining Corp. (“Montana”), which was organized under the laws of the State of Nevada on December 7, 1999 (date of inception), and Fitness USA, Inc. (“Fitness USA”), a wholly-owned subsidiary (collectively the “Company”). The Company is currently in the process        of identifying a suitable business opportunity pursuant to acquisition or merger.          

Principles of Consolidation          

The consolidated financial statements include the accounts of Montana and Fitness USA. All significant intercompany balances and transactions have been eliminated.

**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.          

Receivables         Receivables are carried at their estimated collectible amounts. Interest income on receivables is recognized using the interest method. Receivables are periodically evaluated for collectibility based on past credit history. Provision for losses on receivables is determined on the basis of loss experience, known and inherent risk in the balance, and current economic conditions.          

**Income Taxes**

The Company accounts for income taxes in accordance with ASC 740. This standard requires the Company to provide for deferred income taxes that arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the        classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits. Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the positions will be sustained upon examination. Reserves are established if it is believed certain positions may be challenged        and potentially disallowed. If facts and circumstances change, reserves are adjusted through the provision for income taxes. The Company recognizes interest expense and penalties related to unrecognized tax benefits in the provision for income taxes.

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

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

**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, 2009 and 2008.           

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.          

Note 2 – Going Concern

As of December 31, 2009, the Company has negative working capital, a stockholders’ deficit, and has incurred losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional equity and debt financing to maintain operations while determining        a suitable business opportunity. There can be no assurance that such funds will be available to theCompany or that a suitable business opportunitywill ultimately be successful.

Note 3 – Note Receivable         As of December 31, 2009, the Company has a promissory note receivable from Produced Water Solutions, Inc. in relation to a Share Exchange Agreement dated November 20, 2008, as amended(see note 9). The note is to be repaid in $100,000 Canadian dollars, bears interest at 10% per annum, is due onor beforeJune 30, 2010, and is secured by all of the        assets of Produced Water Solutions, Inc. The note had an outstanding balance at December 31, 2009 of $95,227 which reflects the foreign currency exchange rate difference between U.S. dollars and Canadian dollars. At December 31, 2009, accrued interest receivable amounted to $10,592. The promissory note is expected to be assigned to Dobhai Ventures, Inc. upon the finalization of terms set forth in an Assignment Agreement with Dohbai Ventures, Inc. (see Note 9).

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

Note 4 – Related Party Payables

Related party notes payable consist of the following:

|                                                                                                                                                                                                                                                                                                                                         |   |   | 2009     |   | 2008    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|----------|--------|---------|
| Note payable to a shareholder of the Company for $100,000, bearing interest at 10%, due December 31, 2010, net of a beneficial conversion feature of $40,000 at December 31, 2009. The note is convertible into shares at $0.05 at the holder's option. Accrued interest at December 31, 2009 and 2008 was $11,014 and $1,014, respectively. |   | $      | 60,000   |   | 20,000  |
|                                                                                                                                                                                                                                                                                                                                         |   |   |     |   |    |
| Note payable to a company owned by an officer and shareholder of the Company. The note is non-interest bearing, due on demand, and unsecured.                                                                                                                                                                                                |   |   | 1,185    |   | 1,185   |
|                                                                                                                                                                                                                                                                                                                                         |   |   |     |   |    |
| Note payable to a shareholder of the Company. The note includes interest at 10%, is due on demand, and unsecured. Accrued interest at December 31, 2009 and 2008 was $127 and $28, respectively.                                                                                                                                             |   |   | 985      |   | 985     |
|                                                                                                                                                                                                                                                                                                                                         |   |   |     |   |    |
| Note payable to an officer and shareholder of the Company. The note is non-interest bearing, due on demand, and unsecured.                                                                                                                                                                                                                   |   |   | 300      |   | 200     |
|                                                                                                                                                                                                                                                                                                                                         |   |   |     |   |    |
|                                                                                                                                                                                                                                                                                                                                         |   |   | 62,470   |   | 22,370  |
| Less current portion                                                                                                                                                                                                                                                                                                                         |   |   | (62,470) |   | (2,370) |
|                                                                                                                                                                                                                                                                                                                                         |   |   |     |   |    |
|                                                                                                                                                                                                                                                                                                                                         |   | $      | -        |   | 20,000  |

Related party accounts payable consists of the following:

|                                                                                                                                             |   |   | 2009   |   | 2008   |
|--------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|
| Payable to an officer and shareholder of the Company for consulting services. The payable is non-interest bearing, due on demand, and unsecured. |   | $      | 34,000 |   | 22,000 |
|                                                                                                                                             |   |   |   |   |   |
| Payable to a company owned by an officer and shareholder of the company. The payable is non-interest bearing, due on demand, and unsecured.      |   |   | 20,739 |   | 6,248  |
|                                                                                                                                             |   |   |   |   |   |
|                                                                                                                                             |   | $      | 54,739 |   | 28,248 |

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

Note 5 – 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 |
|                                 |   | 2009         |   | 2008       |   | Amounts |
|                                 |   |         |   |       |   |   |
| Income tax benefit at statutory rate | $      | (15,000)     |   | (13,000)   |   | (47,000) |
| Change in valuation allowance        |   | 15,000       |   | 13,000     |   | 47,000 |
|                                 |   |         |   |       |   |   |
|                                 | $      | -            |   | -          |   | - |

Deferred tax assets are as follows at December 31:          

|                |   | 2009     |   | 2008     |
|---------------------|--------|----------|--------|----------|
|                |   |     |   |     |
| Start up costs      | $      | 35,000   |   | 39,000   |
| Valuation allowance |   | (35,000) |   | (39,000) |
|                |   |     |   |     |
|                | $      | -        |   | -        |

The Company has federal income tax net operating loss carryforwards of approximately $179,000, which begin to expire in 2019. The amount of net operating loss carryforwards that can be used in any one year will be limited by significant changes in the ownership of the Company and by the applicable tax laws which are in effect at the time such        carryforwards can be utilized.

Note 6 – Supplemental Cash Flow Information          

No amounts have been paid for interest during the years ended December 31, 2009 and 2008.                  No amounts have been paid for income taxes since inception.                  During the year ended December 31, 2008 the Company:          

|  | ·      | Issued 833,418 shares of common stock in exchange for a reduction of related party payables of $75,940 and a reduction of related party interest payable of $7,402. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Recorded a beneficial conversion feature and increased additional paid-in capital by $80,000 related to a convertible note payable (see Note 4). |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|

|  |       |  |
|--|--------------------------------|--|

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

Note 7 – Fair Value of Financial Instruments         The Company’s financial instruments consist of cash, receivables, and payables. The carrying amount of cash and payables approximates fair value because of the short-term nature of these items.          

Note 8 – Franchise Agreement         In February 2008, the Company formed Fitness USA as a wholly-owned subsidiary for the purpose of entering into a new line of business. On March 7, 2008 the Company, through Fitness USA, entered into an LA Boxing Franchise Agreement (the “Agreement”) with LA Boxing Franchise Corporation (“LA Boxing”) to acquire an exclusive franchise to open an LA Boxing gym in the Beverly Hills/Brentwood area of Los Angeles, California. 

The Company has since abandoned any intention of opening an LA Boxing gym location due to its inability to secure financing, which decision caused management to impair the value of the LA Boxing Franchise Agreement.

Note 9 – Share Exchange Agreement and Change of Control         On November 20, 2008, the Company signed a Share Exchange Agreement (the Agreement) with Produced Water Solutions, Inc. (PWS) and the shareholders of PWS to acquire PWS as a wholly-owned subsidiary on or before July 17, 2009. Pursuant to the Agreement the Company was to acquire all of the issued and outstanding shares of PWS in exchange for 8,000,000 shares of common stock of the Company to be distributed pro rata to the shareholders of PWS. At the        inception of the agreement and as an inducement to enter into the Agreement, the Company loaned PWS $100,000 Canadian dollars, in the form of a promissory note (see Note 3).          

On August 26, 2009, the Company entered into an Assignment Agreement (the Assignment) with Dobhai Ventures, Inc., (Dobhai), Produced Water Solutions, Inc. (PWS), and the shareholders of PWS in order to assign the Company’s interest in the share exchange agreement with PWS to Dobhai for $1.00. The Assignment also provides that, if Dobhai        acquires PWS, the Company will receive a two and one half percent (21⁄2%) royalty on all net revenue realized by Dobhai or PWS from services that utilize PWS’ reverse osmosis and ultra-filtration technology for thirty six (36) months from the date of the transaction up to a maximum royalty payment of $1,000,000 and a cash payment of $135,000 payable by Dobhai to the Company within ten days of Dobhai’s acquisition of PWS. This assignment will remain effective until March        31, 2010. As of December 31, 2009, Dobhai had not yet acquired PWS.

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

Note 10 – Subsequent Events          

The Company evaluated its December 31, 2009 financial statements for subsequent events through the date the financial statements were issued. Other than the events noted below, the Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

On March 31, 2010 the terms of the Agreement between the Company, PWS and its shareholders was amended to extend the closing deadline from March 31, 2010 to June 30, 2010.

On March 31, 2010 the terms of the Assignment between the Company, Dobhai, PWS and its shareholders was amended to extend the closing deadline from March 31, 2010 to June 30, 2010.

Note 11 – Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance        in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied        retrospectively to the first period that an entity adopts FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations, or cash flows of the Company.                  In January 2010, the FASB issued Accounting Standards Update 2010-01 (ASU 2010-01), Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying        Topics 505 and 260, and is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations, or cash flows of the Company.                  In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below.)                  In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below.)

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

Note 11 – Recent Accounting Pronouncements(continued)         

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below.)                   In October 2009, the FASB issued Accounting Standards Update 2009-14 (ASU 2009-14), Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. The update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does        not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations, or cash flows of the Company.                  In October 2009, the FASB issued Accounting Standards Update 2009-13 (ASU 2009-13), Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. The        update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations, or cash flows of the Company.                  In September 2009, the FASB issued Accounting Standards Update 2009-12 (ASU 2009-12), Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early        application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations, or cash flows of the Company.          

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

Note 11 – Recent Accounting Pronouncements(continued)

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”). The provisions of EITF 09-1 clarify the accounting treatment and disclosure of        share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that begin on or after December 15, 2009 and requires retrospective application for all        arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009, are within the scope. EITF 09-1 is effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The        Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, which is codified in FASB ASC 105, Generally Accepted Accounting Principles (“ASC 105”). ASC 105 establishes the Codification as        the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to        include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 has had no material effect on the Company’s financial condition, results of operation, or cash flows.                  In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation analysis under FASB ASC 810, Consolidation and require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a        variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this update will have no material affect on the Company’s financial condition, results of operations, or cash flows.

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MONTANA MINING CORP.            (A Development Stage Company)            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

Note 11 – Recent Accounting Pronouncements(continued)

In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 166, *Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140*” (“SFAS 166”). This        statement removes the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities,*to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the        FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition, results of operations, or cash flows.

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

None.

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

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

***Evaluation of Disclosure Controls and Procedures***

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act        of 1934 (“Exchange Act”)) as of December 31, 2009. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow        timely decisions regarding required disclosures.                  Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief        financial officer, to allow timely decisions regarding required disclosures.

***Management’s Report on Internal Control over Financial Reporting***

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of        financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:          

|  | ·      | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Because of its 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.

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The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment did not identify any material        weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did not identify any material weaknesses, management        considers its internal control over financial reporting to be effective.           

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the        Commission that permit us to provide only management’s report in this annual report.

**Changes in Internal Controls****over Financial Reporting**

During the period ended December 31, 2009, 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.

**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 | 46        | 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 spendsapproximately 10 percent of his time, approximately 5 hours per week, on the Company’s business. 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.

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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.                   Over the past five years he has been an officer and director of two otherpublic companies: Allied Resources Inc., an oil and gas production company from June 1998 to present (chief executive officer, chief financial officer, director) and Star Energy Corporation,an oil and gas production company from December 1999 to October 2006 (chief financial officer and director).

***Term of Office*** 

The Company’sdirectors are appointed for a one (1) year term to hold office until the next annualshareholders meeting or until removed from office in accordance with the Company’sbylaws. The Company’sexecutive officers are appointed by the board of directors and hold office until removed by the board.

***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 Companyis aware of the following personwho, during the period ended December 31, 2008, failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.

|  | ·      | Ruairidh Campbellfailed to timely file a Form 3, 4 and 5despite beingan officer anddirector. |
|--|----------------------------------------|----------------------------------------------------------------------------------------------|

**Code of Ethics**

 

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-Kof 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.

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**Board of Directors Committees**

 

The board of directors has not yetestablished 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. 

**Director Compensation**

 

Our director receivesno compensation for his service as director.We do not anticipate adopting a provision for compensating directors in the foreseeable future.

**ITEM 11****.     EXECUTIVE COMPENSATION**

**Compensation Discussion and Analysis**

 

The objective of the Company’s compensation program is to incentivize our chief executive officer for services rendered. The compensation program includes a consulting fee. We utilize this form of compensation because we feel that this compensatory element isadequate to retain and motivate our executive officer. The        amounts we have deemedappropriate to compensate our executive officer weredetermined in accordance with compensatory packages for other development stage companies though we have no specific formula to determinecompensation. While we have deemed that our current compensatory program isappropriately suited foraccomplishingour current objectives, in the future we may expand our compensation program to include additional benefits as the Company realizes those objectives.

Executive compensation for the periods ended December 31, 2009, and December 31, 2008 to our chief executive officer were $26,491 and $27,822respectively. Compensation disclosure includes a consulting feeof $12,000 per annum, and amounts paid or accruedto a related company forservices rendered. The decreasein executive compensationin the current annual period over the prior annual period can be attributed to a decrease in those amounts accrued to the related company over the current period. The consulting fees over the comparative periods were accrued and not paid due to financial constraints.        Executive compensation is expected to expandin future periods to include salaries, stock awards and stock optionsin the event the Company proceeds with a business opportunity. 

**Table**

 

The following table provides summary information for2009 and 2008concerning cash and non-cash compensation paid or accrued by the Companyto 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.

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| ***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 | 2009

2008 | 12,000*

12,000* | -                    - | -                    - | -                    - | -                    - | -                    - | 14,491**

15,822** | 26,491**

27,822** |

* Amount accrued over the annual periods.        **Amountspaidor accruedto a related company for consulting services rendered.

The Companyhas no option or stock award plans.           

The Company has noconsulting agreementwith its executive officer.

The Company has no plans that providefor the payment of retirement benefits, or benefits that will be paid primarily following retirement.                  The Company has no agreement that provides for payment to our executive officer at, following, or in connection with the resignation, retirement or other termination, or a change in control of Company or a change in our executive officer's responsibilities following a change in control.

**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 13, 2010, 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                | 8.4%                   |
| Common Stock         | All Executive Officers and Directors as a Group (1)                                              | 600,000                | 8.4%                   |

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**ITEM 13****.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS****,****AND DIRECTOR INDEPENDENCE**

***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 willmaterially affect usexcept the following consulting agreement, rendition of consulting services:

|  | ·      | Ruairidh Campbell, sole executive officer and director has entered into a consulting arrangement on a month to month basis that provides for a monthly fee of$1,000. The entire fee for 2009was accrued and unpaid. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Ruairidh Campbell, sole executive officer and director has caused the Company to enter into a consulting arrangement with a related company for services rendered in connection with the preparation of documentation that is invoiced as completed. The Company paid the related company a total of $0 in 2009. |
|--|----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

***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 sole director is not independent.

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

***Audit Fees***

Pritchett, Siler & Hardy, P.C.(“Pritchett”)provided audit services to the Company in connection with itsannual report andreview of quarterly filings during the fiscal yearsended December 31, 2009and 2008. The aggregate fees billed by Pritchettfor the audit of the Company’s annual financial statements and a review of the Company’s quarterly financial statements were$8,998 and $7,785, respectively.          

***Audit Related Fees***

Pritchett billed to the Company no fees in 2009 and 2008 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 2009 and 2008for professional services rendered in connection with the preparation of the Company’s tax returns.           

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***All Other Fees***

Pritchett billed to the Company no fees in 2009 and 2008 for other professional services rendered or any otherservices 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 workonly with their permanent full-time employees. 

**PART IV**

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

***(a)******Financial Statements***

The following documents are filedunder “*Item 8. Financial Statements and Supplementary Data**,*”pages F-1 through F-16,and are included as part of this Form 10-K: 

Consolidated financial Statements ofthe Companyfor the years ended December 31, 2009 and 2008:

Report of Independent Registered Public Accounting Firm**     **

Balance Sheets

Statements of OperationsStatementof 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-Kare listed in the Index to Exhibits on page 23of 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. 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| ***Montana Mining Corp.******     ***                                                                                 | ***Date***     |
|------------------------------------------------------------------------------------------------------------------------------------------------|----------------|
| /s/ Ruairidh Campbell

By: Ruairidh Campbell

Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director | April 13, 2010 |
|                                                                                                                                           |           |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|                                                                                                                                                    | ***Date***     |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|
| /s/ Ruairidh Campbell

Ruairidh Campbell                    Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director | April 13, 2010 |
|                                                                                                                                                    |           |

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**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 Commissionon 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 Commissionon 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 Commissionon 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 Commissionon February 3, 2000).

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

10(ii)*     PWS Share Exchange Agreement dated November 20, 2008 (incorporated herein by reference from Exhibit 10 of the Company’s Form 8-K as filed with the Commission on December 3, 2008).

10(iii)*     Amendment to PWS Share Exchange Agreement dated February 2, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 8-K as filed with the Commission on March 3, 2009).

10(iv)*     Amendment to PWS Share Exchange Agreement dated July 9, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 8-K as filed with the Commission on July 14, 2009).

10(v)*     Amendment to PWS Share Exchange Agreement dated July 22, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-Q as filed with the Commission on August 5, 2009).

10(vi)*     Assignment Agreement dated August 26, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 8-K as filed with the Commission on August 31, 2009).

10(vii)     Extensionto Assignment Agreement dated November 29, 2009(attached).

10(viii)     Amendment to PWS Share Exchange Agreement datedDecember 10, 2009 (attached).

10(ix)     Amendment to PWS Share Exchange Agreement dated March 31, 2010 (attached).

10(x)     Extensionto Assignment Agreement dated March 31, 2010 (attached).

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

21*     Subsidiaries of the Company(incorporated herein by reference from Exhibit No. 21 of the Company’s Form 10-K filed with the Commission on April 11, 2008).

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(attached).

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(attached).

*     Incorporated by reference from previous filings of the Company.

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