# SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-KSB

(Mark One)

[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year
 ended December 31, 2003.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
 period from ____________ to _______

``

``

|                                | 
|------------------------------- | 
|Nevada                          | 
|(State or other jurisdiction of | 
|incorporation or organization)  | 

``

``

Securities registered under Section 12(b) of the Exchange
 Act:

|                                | 
|------------------------------- | 
|Title of Each Class             | 
|Common Stock ($0.001 Par Value) | 

Check whether the registrant: (1) filed all reports
 required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
 shorter period that the registrant was required to file such reports), and (2) has been subject to such
 filing requirements for the past 90 days.

|          |  | 
|--------- |  | 
|Yes     X |  | 

Check if there is no disclosure of delinquent filers
 in response to Item 405 of Regulation S-B contained in this form, and if no disclosure will 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-KSB or any amendment to this Form 10-KSB [ ].

The registrant's net sales for the year ended December
 31, 2003 were $0.

The aggregate market value of the registrant's common
 stock, $0.001 par value (the only class of voting stock), held by non-affiliates is not available
 since Montana Mining Corp. has no publicly traded market for its stock.

On March 26, 2004, the number of shares outstanding
 of the registrant's common Stock, $0.001 par value (the only class of voting stock), was 6,312,900.

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TABLE OF CONTENTS



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|--------- | ---------------------------------------------------------------------------------------------------- |  |  | ---- |  | 
|          |                                                                                                      |  |  | Page
|          |                                                                                                      |  |  |     
|PART I.   |                                                                                                      |  |  |     
|          | Item     1.     Description of Business                                                              |  |  | 3    | 
|          | Item     2.     Description of Property                                                              |  |  | 10   | 
|          | Item     3.     Legal Proceedings                                                                    |  |  | 10   | 
|          | Item     4.     Submission of Matters to a Vote of Security Holders                                  |  |  | 10   | 
|PART II.  |                                                                                                      |  |  |     
|          | Item     5.     Market for Common Equity and Related Stockholder Matters                             |  |  | 10   | 
|          | Item     6.     Managements's Discussion and Analysis or Plan of Operation                           |  |  | 11   | 
|          | Item     7.     Financial Statements                                                                 |  |  | 13   | 
|          | Item     8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 14   | 
|          | Item     8A.     Controls and Procedures                                                             |  |  | 14   | 
|PART III. |                                                                                                      |  |  |     
|          | Item     9.     Directors and Executive Officer                                                      |  |  | 14   | 
|          | Item     10.     Executive Compensation                                                              |  |  | 15   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                      |  |  | 16   | 
|          | Item     12.     Certain Relationships and Related Transactions                                      |  |  | 16   | 
|          | Item     13.     Exhibits, List and Reports on Form 8-K                                              |  |  | 17   | 
|          | Item     14.     Principal Accountant Fees and Services                                              |  |  | 17   | 
|          | SIGNATURES                                                                                           |  |  | 18   | 
|          |                                                                                                      |  |  |     

2

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# PART I

# ITEM 1. DESCRIPTION OF BUSINESS

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 from Aswan Investments, Inc. to Montana Mining Corp. to reflect the
 decision of management to enter into mineral exploration activities. As used herein the term Company
 refers to Montana Mining Corp, Inc. and its predecessor, unless the context indicates otherwise.

# General

The Company holds an option to explore, identify and
 develop a gold, silver and other precious metals property located in the vicinity of Helena, Montana,
 known as the Dobler Mine property. The Dobler Mine property has a history of bulk tonnage sampling of
 precious metals. Based upon the information available from prior exploration of the area and work accomplished
 to date, Montana believes that there exists the possibility of identifying significant mineralization
 on the Dobler Mine property.

The Company has embarked on the first phase of its
 exploration program to determine the economic feasibility of developing the Dobler Mine property for
 the extraction of precious metals. The Company has now conducted field work on the property. The field
 work included physically surveying the Dobler Mine property for prospective areas of mineralization
 through examination of areas where work had been done on the property and identifing rock outcrops that
 are scattered throughout the property. The Company collected rock and chip samples from such areas of
 interest. Samples were submitted for assay analysis. Assay results indicated some areas of interest.
 The Company is now in the process of evaluating the assay results in order to better formulate the second
 phase of the Dobler Mine exploration program. Should the Companys exploration efforts determine significant
 mineralization, it must then determine whether these metals exist in sufficient quantity to economically
 justify future extraction and processing.

The Company makes no claim at this time that any precious
 metals exist on the Dobler Mine property.

# Option Agreement

On July 19, 2002, the Company entered into an option
 purchase agreement with Monument Resources, Inc. The option purchase agreement grants to the Company
 the exclusive right to acquire a 100% fee simple interest in the Dobler Mine property and mineral rights
 on surrounding property subject to a net smelter royalty of 3% in consideration of certain option payments,
 expenditures and a purchase payment to be satisfied over the next two years. The Company satisfied the
 initial option payment of $15,000 on September 1, 2002. The Company must make an additional option payment
 by a certain date in order to maintain the option, incur a determined amount of exploration expenses
 and satisfy a purchase payment to acquire the Dobler Mine property. The option payments, the determined
 amount of exploration expenses with the respective performance dates and the purchase payment are as
 follows:

3

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`Option Payments                    Amount            Due Date
         First Option                       $15,000           September 1, 2002
         Second Option                      $5,000            September 1, 2003

         Exploration Expenditures           Amount            Due Date
         Initial Exploration                $30,000           September 1, 2003
         Secondary Exploration              $30,000           September 1, 2004

         Purchase Payment                   Amount            Due Date
         Purchase Payment                   $200,000          September 1, 2004`

Should the Companys exploration expenditures in any
 given period exceed that minimum amount required by the option purchase agreement, then that amount
 in excess is to be credited to the following periods. The Company is to manage all exploration work
 to be carried out on the Dobler Mine property.

# PHYSICAL LOCATION

The Dobler Mine property is located approximately 12
 miles east of Helena, Montana, in Broadwater county. Access is available from Helena by following U.S.
 Highway 287 and then turning south along a dirt road for approximately 0.7 of a mile. A major rail line
 parallels the highway. Other nearby infrastructure includes a high voltage cross-country transmission
 line and a natural gas pipeline.

# PROPERTY TITLE

Fee Simple Surface and Mineral Rights:

`SW/4, SE/4; and SE/4, SW/4, Section 7, T. 9 N. R. 1 W.
                  (approximately 80 acres)`

Fee Simple Mineral Rights Only:

`SW/4, SW/4, Section 7, T. 9 N., R. 1 W.
                  NW/4; and W/2, NE/4, Section 18, T. 9 N., R. 1 W.
                  (approximately 280 acres)`

# HISTORICAL BACKGROUND

Mineralization on the Dobler Mine property was discovered
 in 1910 as an outcrop, overlain by a limonite gossan, in a stream cut. Three periods of mining have
 taken place on the Dobler Mine property; 1911-1915, 1932 and 1935. A total of approximately 1,000 tons
 of ore is estimated to have been bulk sampled, with an average grade of 0.89 ounces/ton of gold, 4.1
 ounces/ton of silver and 8.5% lead1.

Previous exploration work on the Dobler Mine property
 consisted primarily of geological mapping and geochemical sampling, with a very limited amount of geophysics
 and drilling.

1.     Production figures and sample
 results provided by Joseph R. Anzman, Register Geophysicist.

4

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# GEOLOGY

Mineralization of the Dobler Mine is conformable to
 the bedding planes of the stratigraphic units and may be present along a bedding-plane shear or low-angle
 fault. Faulting may have resulted in favorable ground preparation, including the development of clay
 gouge, shearing, brecciation and thickening/thinning of the fault plane. Mineralization occurs within
 the lower part of the Pennsylvanian Quadrant formation, a quartzite, as replacement of minor carbonate
 units. The mineralized horizon appears to have been clay-rich and 1-2 feet thick, enclosed by more than
 four feet of lower grade mineralization in the surrounding wall rock. Oxidized mineralization is present
 within the upper mine workings, with sulfides in the lower workings.

Mineralized solutions are thought to have come into
 the property along a system of high-angle faults, thrust faults and bedding-plane faults. Mineralization
 was concentrated when these solutions encountered reactive carbonate rock, as in the lower part of the
 Quadrant formation. Where the wall rock was less reactive, as along the high-angle structures in the
 Quadrant quartzite, deposition of lesser amounts of pyrite and gold occurred.

On the property, regional strike of the bedding is
 about N.80(Degree) E. with dips of 20(Degree) -30(Degree) to the south-southeast, including the mineralized
 zone of the Dobler Mine. Stratigraphy is cut by northerly-trending high-angle faults, joints and fractures.

Limonite gossans are exposed and small workings are
 present west of the Dobler Mine along the strike of the bedding. The presence of the gossans suggests
 that mineralized carbonate replacement bodies could be present.

# GEOCHEMISTRY, GEOPHYSICS, DRILLING

Geochemical work has consisted of both rock chip and
 soil sampling. The available data shows anomalous gold values over a widespread area. Some examples
 of the rock chip gold anomalies are:

`0.06 ppm  - 2,300 feet southwest of the Dobler Mine,
              0.38 ppm  - 2,000 feet southwest,
              0.055 ppm - 3,300 feet south-southwest
              0.025 ppm - 1,600 feet south-southeast`

Anomalous gold geochemical results are present within
 the Quadrant formation topographically and stratigraphically above the mineralized horizon at the Dobler
 Mine

Geophysical works, conducted as part of prior exploration
 on the property, consisted of surveying a single induced polarization/resistivity line. The line is
 located on the south-facing slope below the Dobler Mine and is essentially parallel to the N. 80(Degree)
 bedding. A number of possible anomalies are present and require further follow up.

Four reverse circulation holes have been drilled on
 the property as part of prior exploration. Three of the holes were in the Dobler Mine area and were
 intended to test for extensions of known mineralization on the main ore horizon and for evidence of
 open-pittable low-grade mineralization between the main ore horizon and the topographic surface. One
 example, in hole D-1, assayed an average of 0.066 ounces/ton gold from 160-165 feet. The fourth drill
 hole was located approximately 2,000 feet southwest of the Dobler Mine. The only significant gold value
 came from the first five feet of the hole.

5

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# EXPLORATION PROGRAM

Previous exploration work at the Dobler Mine, although
 limited, has shown the property to be a valid exploration target for the presence of an economic bulk
 tonnage gold/silver/lead deposit. Additional and more detailed exploration work needs to be done in
 order to gain a better understanding of geologic conditions, and to locate favorable areas to be tested
 by drilling.

The Company has embarked on a three phase exploration
 program to discover whether mineralized material exists on the Dobler Mine property. Should our exploration
 program determine that enough mineralized material exists to warrant further study and testing, the
 Company will need to pursue a fourth phase of exploration that will be devoted to engineering feasibility
 studies designed to determine whether the mineralized material exists in sufficient quantity and grade
 to indicate a commercial-viable mineral deposit.

The following information sets forth the Companys
 exploration program.

Phase 1  Geology and Geochemistry

The work conducted in Phase 1 was completed during
 the 2003 field season.

Initial exploration work consisted of geological mapping
 and geochemical sampling, carried out concurrently by a two-person crew consisting of an experienced
 field-mapping geologist and an assistant. Ground control for location of the points of geologic observation
 and geochemical sample sites were obtained by use of a topographic map, compass and tape.

Mapping and sampling started on the Quadrant formation.
 Outcrop mapping paid particular attention to locating steeply-dipping, northerly-trending fractures,
 joints, shears and faults. The location of carbonate units, probably thin bedded, were noted. Rock chip
 samples were obtained from all of these geological features. Chip samples were also taken from other
 locations on the outcrops. Soil samples were taken from the covered areas between outcrops. An adequate
 number of rock-chip and soil samples were obtained so as to provide sufficient coverage of the total
 area encompassing the Quadrant formation. All samples were sent to a laboratory for determination of
 the amounts of gold, silver and lead that are present. Assay results have indicated some areas of interest.
 The Company is now in the process of evaluating the assay results in order to better formulate the second
 phase of the Dobler Mine exploration program.

Phase 2  Geophysics

The work proposed in Phase 2 will be completed during
 the 2004 field season.

Exploration work, subject to the Companys evaluation
 of first phase of its exploration work on the Dobler Mine property, will consist of geophysical surveying
 using the induced polarization/resistivity method. This is an electrical technique in which current
 is passed through the ground and measurements are made of the resistivity and the induced polarization
 effect.

6

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Resistivity values are a measure of the passage of
 electric current flow through the geologic conditions and materials that are present in the ground,
 and are useful, therefore, in helping to gain an understanding of the subsurface geology. Electric current
 flow through the ground is impeded by the presence of sulfide minerals. This phenomenon is measured
 as the induced polarization effect.

The induced polarization/resistivity method was chosen
 because of the geologic observation at the Dobler Mine property that the sulfide material, pyrite, was
 spatially associated with gold. The use of this geophysical technique will be primarily to detect and
 locate induced polarization anomalies due to the pyrite.

The single induced polarization/resistivity line that
 has been surveyed on the property outlined a number of possible anomalies. Additional work will be done
 over the entire property to locate anomalous responses. This survey work will begin in the north over
 the Quadrant formation and will proceed to the south.

The geophysical work will be completed by a contract
 crew. A consulting geophysicist will supervise the field crew and provide data interpretation on a daily
 basis and survey modifications as necessary.

Phase 2 Estimated Costs

`Contract crew:             $2,000/day
         Consultant:                $450/day
         Food/lodging:              $70/day
                  TOTAL             $2,520/day

         (Cost for contract crew includes food and lodging)

         Field work, 10 days @ $2,520/day:           $25,200
         Vehicle, supplies, etc. @$100/day:          $1,000
         Contingency (13%)                           $3,800
                  TOTAL                              $30,000`

# Phase 3

Any work to be done in Phase 3 will be carried out
 during the 2005 field season.

The Phase 3 program will ultimately depend on the results
 of Phase 1 and Phase 2, which were surface exploration programs. Positive results from Phase 1/Phase
 2 will instigate planning and formulation of Phase 3, a drilling program for subsurface exploration.
 The direct goal of Phase 3 will be the delineation of a bulk tonnage gold/silver/lead deposit that can
 be profitably mined.

Some of the details to be determined for Phase 3 will
 include, but not be limited to, location of drill holes, number of holes, angle or vertical holes and
 drilling method: reverse circulation or diamond drilling. A laboratory will be chosen to assay drill
 samples for gold, silver and lead.

Estimated costs for Phase 3 will be determined at that
 time.

7

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# MARKET

Precious metals have two main categories of use, product
 fabrication and bullion investment. Fabricated precious metals have a wide variety of end uses, including
 industrial and technology uses. Purchasers of official coins and high-karat jewelry, frequently are
 motivated by investment considerations, so that net private bullion purchases alone do not necessarily
 represent the total investment activity in precious metals.

The potential profitability of the Companys prospective
 business is significantly affected by changes in the market price of precious metals. The market prices
 of precious metals can fluctuate widely and are affected by numerous factors beyond the Companys control,
 including industrial and jewelry demand, expectations with respect to the rate of inflation, the strength
 of the U.S. dollar and other currencies, interest rates, central bank sales, forward sales by producers,
 global or regional political or economic events, and production and cost levels in major mineral producing
 regions. Further, the prices of precious metals sometimes are subject to rapid short term changes because
 of the speculative activities. The current demand for and supply of precious metals affect precious
 metals prices, but not necessarily in the same manner as current supply and demand affect the prices
 of other commodities. The supply of precious metals consists of a combination of new mine production
 and existing stocks of bullion and fabricated precious metals held by governments, public and private
 individuals. As the amounts produced in any single year constitute a very small portion of the total
 potential supply of precious metals, normal variations in current production do not necessarily have
 a significant impact on the supply of precious metals or on their prices. The result being that markets
 for precious metals generally are characterized by volatile prices.

# COMPETITION

The mining industry is fragmented and very competitive.
 A high degree of competition exists to obtain favorable mining properties and suitable mining prospects
 for drilling, exploration and mining operations. The Company will encounter significant competition
 from companies presently engaged in the mining industry. Generally, all of these competitive companies
 are substantially larger than Company and have substantially greater resources and operating histories.
 For example, major gold mining competitors include publicly traded companies such as Barrick Gold Corporation
 with a current market capitalization of approximately $5 billion, and Newmont Mining with a current
 market capitalization of approximately $2 billion, as well as Anglogold Ltd., Placer Dome, Freeport-McMoran,
 Gold Fields Ltd., Homestake Mining, Pioneer Group, and Stillwater Mining, all of which have public market
 capitalizations of approximately $1 billion or more. Accordingly, there can be no assurance that the
 Company will be successful in competing with existing and emerging companies in the mining industry.

The Companys competitive position in this market is
 that of a new, extremely small newcomer. The Companys plan of operation is to compete in this industry
 based on its option to explore and remove precious metals from the Dobler Mine property. A readily available
 market for precious metals exists in the United States and around the world on which the Company will
 be able to sell any precious metals it recovers.

8

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# GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS

The Companys exploration operations are subject to
 substantial government regulation, including federal, state and local laws concerning land use and environmental
 protection. Legislation and implementing regulations adopted or proposed by the United States Environmental
 Protection Agency, the Bureau of Land Management and comparable agencies in various states directly
 and indirectly affect the exploration efforts in the United States. These laws and regulations address
 potential contamination of air, soil and water. In particular, legislation such as the Federal Water
 Pollution Control Act, the Comprehensive Environmental Response and the Compensation and Liability Act
 impose effluent standards, new source performance standards, air quality and emission standards, waste
 disposal requirements and other requirements with respect to exploration operations.

The Company generally will be required to mitigate
 long term environmental impacts by stabilizing, contouring, reshaping and revegetating various portions
 of a site once exploration is completed. The Company plans to reclaim land concurrently with exploration
 efforts. The Company believes that reclamation expenses will not be material. Compliance with the foregoing
 laws and regulations can increase the costs associated with exploration activities. It is possible that
 the costs and delays associated with compliance to such laws and regulations could become such that
 the Company would be unable to proceed with its exploration efforts.

Although the Company believes that its prospective
 exploration activities will be conducted in compliance with all present health, safety and environmental
 rules and regulations, there is always some uncertainty associated with such due to the complexity and
 application of such rules and regulations. The Company does not anticipate that compliance with existing
 environmental laws and regulations will have a material impact on its prospective earnings in the foreseeable
 future, however possible future health, safety and environmental legislation, regulations and actions
 could cause additional expense, capital expenditures, restrictions and delays in the Companys activities
 to an extent that cannot be predicted.

# EMPLOYEES

The Company is an exploration stage company and currently
 has no employees. Ruairidh Campbell, its sole officer and director, manages the Company. The Company
 looks to Mr. Campbell for his entrepreneurial skills and talents. Management plans to use consultants,
 attorneys and accountants as necessary and does not plan to engage any full-time employees in the near
 future. The Company will hire field geologists to implement the initial exploration on a consulting
 basis. When the decision is made to hire full time employees, a portion of any employee compensation
 may include the right to acquire stock in the Company, which right would dilute the ownership interest
 of existing holders of common stock.

# REPORTS TO SECURITY HOLDERS

The Companys annual report contains audited financial
 statements. The Company is not required to deliver an annual report to security holders and will not
 voluntarily deliver a copy to security holders unless a request is made for such delivery. The Company
 files all of its required information with the Securities and Exchange Commission (Commission).

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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 450 Fifth Street,
 N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference
 Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by the Company with
 the Commission have been filed electronically and are available for viewing or copy on the Internet
 site maintained by the Commission that contains reports, proxy, information statements, and other information
 regarding registrants that file electronically with the Commission. The Internet address for this site
 can be found at http://www.sec.gov.

# ITEM 2. DESCRIPTION OF PROPERTY

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

# ITEM 3. LEGAL PROCEEDINGS

The Company is currently not a party to any pending
 legal proceeding

# ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders
 during the fourth quarter of the period covered by this report.

# PART II

The Company currently has no public trading market.
 However, the Company has filed a Form 15c-(2)(11) in an effort to obtain a quote on the NASD over-the-counter
 bulletin board as a means by which to create a public market. Management believes that the creation
 of a public trading market for the Companys securities would make the Company a more attractive in
 future efforts to fund its plan of operation. However, there is no guarantee that the Company will obtain
 a quote on the NASD over-the-counter bulletin board, or that a public market for the Companys securities
 will develop, or, if such a market does develop, that it would continue, even if a quote on the NASD
 over the counter bulletin board is obtained.

# Record Holders

As of March 26, 2004, there were approximately 118
 shareholders of record holding a total of 6,312,900 shares of common stock. 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.

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# Dividends

The Company has not declared any cash dividends since
 inception and does not anticipate paying any dividends in the foreseeable future. The payment of dividends
 is within the discretion of the board of directors and will depend on the Companys 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.

# ITEM 6MANAGEMENTS PLAN OF OPERATION

# Plan of Operations

The following plan of operation should be read in conjunction
 with the Financial Statements and accompanying notes and the other financial information appearing elsewhere
 in this report. The financial information presented is audited for the periods ended December 31, 2003
 and December 31, 2002. The Companys fiscal year end is December 31.

This report contains forward-looking statements, the
 accuracy of which involves risks and uncertainties. Words such as anticipates, believes, plans,
 expects, future, intends and similar expressions are used to identify forward-looking statements.
 This report also contains forward-looking statements attributed to certain third parties relating to
 the prospect of exploring an economically feasible ore body on the Dobler Mine property. The shareholders
 should not place undue reliance on these forward-looking statements, which apply only as of the date
 of this report. The Companys actual results could differ materially from those anticipated in these
 forward-looking statements. .

The Companys intention is to explore the Dobler Mine
 property for the purpose of identifying economically recoverable mineralization that might lead to the
 production of precious metals.

# Results of Operations

During the period from December 31, 2002 through December
 31, 2003, the Company embarked on the first phase of its exploration program to determine the economic
 feasibility of developing the Dobler Mine property for the extraction of precious metals. The Company
 has now conducted field work on the property that included physically surveying the Dobler Mine property
 for prospective areas of mineralization through examination of areas where work had been done on the
 property and identified rock outcrops that are scattered throughout the property. The Company has collected
 rock and chip samples from such areas of interest. Samples have submitted for assay analysis. Assay
 results have indicated some areas of interest. The Company is now in the process of evaluating the assay
 results in order to better formulate the second phase of the Dobler Mine exploration program. Should
 the Companys exploration efforts determine significant mineralization, it must then determine whether
 these metals exist in sufficient quantity to economically justify future extraction and processing.

The Company makes no claim at this time that any precious
 metals exist on the Dobler Mine property.

11

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The Company does not expect to receive revenues within
 the next 12 months of operation or ever, should exploration efforts fail to identify precious metals
 in an amount economically favorable to extract. Further, even if the Company discovers precious metals
 on the Dobler Mine property that could be extracted under economically attractive terms, it does not
 expect any revenues until after the completion of its three phase exploration program. For the current
 fiscal year, the Company anticipates incurring a loss as a result of exploration expenses, accounting
 costs, and expenses associated with maintaining its disclosure obligations under the Exchange Act of
 1934, as amended (Exchange Act). Since the Company does not anticipate generating any revenues in
 the near term it may continue to operate at a loss.

# Net Loss

For the period from December 7, 1999 to December 31,
 2003, the Company recorded an operating loss of $56,222. The Companys operating loss is attributable
 to general and administrative expenses. The general and administrative expenses include incorporation
 costs, offering costs, accounting costs, and costs associated with the preparation of disclosure documentation
 in connection with registration pursuant to the Exchange Act of 1934. General and administrative expenses
 also include exploration expenses incurred by consultants, the costs associated with test results, costs
 directly related to the Companys exploration program and option expenses of $20,000 which were paid
 according to the terms of the option agreement. The Company did not generate any revenues during this
 period. Further, there can be no assurance that the Company will ever achieve a net profit or even that
 revenue can be generated or sustained in future periods.

# Capital Expenditures

The Company expended no amounts on capital expenditures
 for the period from December 7, 1999 to December 31, 2003.

# Liquidity and Capital Resources

At December 31, 2003, the Company had current assets
 of $58,069 and total assets of $58,069. The assets consist of $58,069 cash on hand. Net stockholders
 equity in the Company was $53,160 at December 31, 2003. The Company is in the exploration stage and,
 since inception, has experienced significant changes in liquidity, capital resources and shareholders
 equity.

Cash flow provided from the issuance of common stock
 was $104,375 for the period from December 7, 1999 to December 31, 2003. On December 10, 1999, a total
 of 1,000,000 pre-reverse shares of common stock were issued for cash. The shares were issued at $0.001,
 and Montana received $1,000. On December 15, 1999, a total of 37,500 pre-reverse shares of common stock
 were issued for cash. The shares were issued at $0.01, and Montana received $375. On March 28, 2001,
 a total of 520,000 pre-reverse shares of common stock were issued for cash. The shares were issued at
 $0.006, and Montana received $3,000. Cash flow provided from the receipt of related party loans was
 $2,500 for the period from December 7, 1999 to December 31, 2003. The loan is unsecured, non-interest
 bearing and has no certain date for repayment. Organizational expenses were funded by these financing
 activities and expensed to operations. On August 26, 2002, a total of 5,000,000 post-reverse shares
 of common stock were issued for cash. The shares were issued at $0.02, and we received $100,000.

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The Companys current assets are sufficient to conduct
 its plan of operation over the next twelve (12) months in the event the decision is made not to exercise
 its option to purchase the Dobler Mine property. However, should the Company decide to exercise its
 option then cash requirements over the next twelve (12) month period will exceed its current assets
 and the Company will have to seek debt or equity financing or a joint venture partner willing to exercise
 the option in order to fund operations. The Company has no current commitments or arrangements with
 respect to, or immediate sources of funding. Further, no assurances can be given that funding, if needed,
 would be available or available to the Company on acceptable terms. The Companys major shareholders
 would be 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
 with any prospective joint venture partner. The Companys inability to obtain funding, if required,
 would have a material adverse affect on its plan of operation.

# Operational Milestones

The Company has embarked on a three phase exploration
 program as described in the Description of Business section in an attempt to determine the economic
 feasibility of developing the Dobler Mine prospect for the extraction of precious metals. The Company
 must explore the Dobler Mine property to determine the presence of minerals, if any, that exist on its
 property. Should the Companys exploration efforts determine mineralization, it must then determine
 whether these metals exist in sufficient quantity to economically justify future extraction and processing.

# Going Concern

The Companys auditors have expressed an opinion as
 to the Companys ability to continue as a going concern as a result of an accumulated deficit of $56,222
 as of December 31, 2003. 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: (1) obtaining funding from private
 placement sources; (2) obtaining additional funding from the sale of the Companys securities; (3) establishing
 revenues from potential precious metals production; (4) obtaining loans and grants from various financial
 institutions where possible. Although management believes that it will be able to obtain the necessary
 funding to allow the Company to remain a going concern through the methods discussed above, there can
 be no assurances that such methods will prove successful.

# ITEM 7. FINANCIAL STATEMENTS

The Companys financial statements for the fiscal year
 ended December 31, 2003 are attached hereto as pages F-1 through F-12.

13

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)

(An Exploration Stage Company)





INDEX

|                                             | 
|-------------------------------------------- | 
|                                             | 
|                                             | 
|Independent Auditors' Report                 | 
|                                             | 
|Balance Sheets                               | 
|                                             | 
|Statements of Operations                     | 
|                                             | 
|Statements of Stockholders' Equity (Deficit) | 
|                                             | 
|Statements of Cash Flows                     | 
|                                             | 
|Notes to Financial Statements                | 

F-1

---

INDEPENDENT AUDITORS REPORT

To the Stockholders and Board of Directors of Montana
 Mining Corp. (formerly Aswan Investments, Inc.)

We have audited the accompanying balance sheets of
 Montana Mining Corp. (formerly Aswan Investments, Inc.) (an exploration stage company), as of December
 31, 2003 and 2002 and the related statements of operations, stockholders equity (deficit), and cash
 flows for the years then ended and the cumulative amounts since inception. These financial statements
 are the responsibility of the Companys management. Our responsibility is to express an opinion on these
 financial statements based on our audits.

We conducted our audits in accordance with auditing
 standards generally accepted in the United States of America. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the financial statements are free of
 material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes assessing the accounting principles
 used and significant estimates made by management, as well as evaluating the overall financial statement
 presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to
 above present fairly, in all material respects, the financial position of Montana Mining Corp. (an exploration
 stage company), as of December 31, 2003 and 2002 and the results of its operations and its cash flows
 for the years then ended and the cumulative amounts since inception, in conformity with accounting principles
 generally accepted in the United States of America.

The accompanying financial statements have been prepared
 assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial
 statements, the Companys revenue generating activities are not in place and the Company has incurred
 losses since inception. These conditions raise substantial doubt about its ability to continue as a
 going concern. Managements plans regarding those matters also are described in Note 2. The financial
 statements do not include any adjustments that might result from the outcome of this uncertainty.

JONES SIMKINS, P.C.

Logan, Utah

March 10, 2004

F-2

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)(An Exporation
 Stage Company)

BALANCE SHEETS

December 31, 2003 and 2002

`ASSETS                                              2003             2002
                                                                                    -------------    -------------

Current assets:
  Cash                                                                           $       58,069           79,234
                                                                                    -------------    -------------

     Total current assets                                                        $        58,069           79,234
                                                                                    =============    =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                               $         2,409            4,169
  Related party payable                                                                    2,500            2,500
                                                                                    -------------    -------------

     Total current liabilities                                                             4,909            6,669
                                                                                    -------------    -------------

Stockholders' equity:
    Preferred stock, $.001 par value, 5,000,000 shares
      authorized, no shares issued and outstanding                                             -                -
    Common stock, $.001 par value, 45,000,000 shares
      authorized, 6,312,900 shares issued and outstanding                                  6,313            6,313
    Additional paid-in capital                                                           103,069          103,069
    Deficit accumulated during the exploration stage                                    (56,222)         (36,817)
                                                                                    -------------    -------------

     Total stockholders' equity                                                           53,160           72,565
                                                                                    -------------    -------------

     Total liabilities and stockholders' equity                                  $        58,069           79,234
                                                                                    =============    =============

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

F-3

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)(An Exploration
 Stage Company)

STATEMENTS OF OPERATIONS

Years Ended December 31, 2003 and 2002

`Cumulative
                                                                      2003              2002             Amounts
                                                                  --------------    --------------    ---------------
Revenue                                                       $
                                                                              -                 -                  -

General and administrative costs                                         19,405            21,911             56,222
                                                                  --------------    --------------    ---------------

               Loss before income taxes                                (19,405)          (21,911)           (56,222)



Provision for income taxes                                                    -                 -                  -
                                                                  --------------    --------------    ---------------

               Net loss                                       $        (19,405)          (21,911)           (56,222)
                                                                  ==============    ==============    ===============



Loss per common share - basic and diluted                     $               -                 -
                                                                  ==============    ==============


Weighted average common shares -
   basic and diluted                                                  6,313,000         3,053,000
                                                                  ==============    ==============

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

F-4

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)(An Exploration
 Stage Company)

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

December 7, 1999 ( Date of Inception) to December
 31, 2003

`Additional          During the
                                                                     Preferred Stock                 Common Stock                 Paid-in            Exploration
                                                                 -------------------------   ------------------------------
                                                                  Shares         Amount          Shares           Amount          Capital               Stage                 Total
                                                                 ---------     -----------   ---------------     ----------     -------------     ------------------     ----------------
Balance at December 7, 1999 (date of inception)                                                               $              $                 $                      $
                                                                        -   $           -                 -              -                 -                      -                    -
Issuance of common stock for:
                                                                                                    114,500            115               795                                         910
    Cash                                                                -               -                                                                         -
                                                                                                     93,000             93               372                                         465
    Stock subscription receivable                                       -               -                                                                         -
                                                                                                                                                              (910)                (910)
Net loss                                                                -               -                 -              -                 -
                                                                 ---------     -----------   ---------------     ----------     -------------     ------------------     ----------------
Balance at December 31, 1999                                                                        207,500            208             1,167                  (910)                  465
                                                                        -               -
                                                                                                  1,001,400          1,001             4,006                                       5,007
Issuance of common stock for services                                   -               -                                                                         -
                                                                                                                                                           (10,131)             (10,131)
Net loss                                                                -               -                 -              -                 -
                                                                 ---------     -----------   ---------------     ----------     -------------     ------------------     ----------------
Balance at December 31, 2000                                                                      1,208,900          1,209             5,173               (11,041)              (4,659)
                                                                        -               -
Issuance of common stock for cash                                                                   104,000                            2,896                                       3,000
                                                                        -               -                              104                                        -
                                                                                                                                                            (3,865)              (3,865)
Net loss                                                                -               -                 -              -                 -
                                                                 ---------     -----------   ---------------     ----------     -------------     ------------------     ----------------
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                           95,000                                     100,000
                                                                        -               -                            5,000                                        -
                                                                                                                                                           (21,911)
Net loss                                                                -               -                 -              -                 -                                    (21,911)
                                                                 ---------     -----------   ---------------     ----------     -------------     ------------------     ----------------
Balance at December 31, 2002                                                                      6,312,900                          103,069               (36,817)
                                                                        -               -                            6,313                                                        72,565
                                                                                                                                                           (19,405)
Net loss                                                                -               -                 -              -                 -                                    (19,405)
                                                                 ---------     -----------   ---------------     ----------     -------------     ------------------     ----------------
Balance at December 31, 2003                                                $           -         6,312,900   $              $       103,069   $           (56,222)   $
                                                                        -                                            6,313                                                        53,160
                                                                 =========     ===========   ===============     ==========     =============     ==================     ================
                               The accompanying notes are an integral part of these financial statements`

F-5

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)(An Exploration
 Stage Company)

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2003 and 2002

`Cumulative
                                                                        2003              2002              Amounts
                                                                    --------------    --------------    -----------------
Cash flows from operating activities:

    Net loss                                                    $        (19,405)          (21,911)            (56,222)
    Adjustments to reconcile net loss to net cash
      used in operating activities:

          Stock compensation expense                                        -                 -                   5,007

          Increase (decrease) in accounts payable                         (1,760)             1,080               2,409
                                                                    --------------    --------------    -----------------


         Net cash used in operating activities                           (21,165)          (20,831)            (48,806)
                                                                    --------------    --------------    -----------------


Cash flows from investing activities:                                       -                 -                     -
                                                                    --------------    --------------    -----------------

Cash flows from financing activities:

  Increase in related party payable                                        -                  -                   2,500

  Decrease in stock subscription receivable                                -                  -                     465

  Issuance of common stock                                                 -                100,000             103,910
                                                                    --------------    --------------    -----------------


       Net cash provided by financing activities                           -                100,000             106,875
                                                                    --------------    --------------    -----------------



       Net increase (decrease) in cash                                   (21,165)            79,169              58,069


Cash, beginning of period                                                  79,234                65                 -
                                                                    --------------    --------------    -----------------


Cash, end of period                                                    $   58,069            79,234              58,069
                                                                    ==============    ==============    =================

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

F-6

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

Note 1  Organization and Summary of Significant Accounting
 Policies

Organization

The Company was organized under the laws of the State
 of Nevada on December 7, 1999 (date of inception). The Company proposes to seek business ventures that
 will allow for long-term growth. Further, the Company is considered an exploration stage company as
 defined in SFAS No. 7 and has not, thus far, commenced planned principal operations.

Cash and Cash Equivalents

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

Income Taxes

Deferred income taxes are provided in amounts sufficient
 to give effect to temporary differences between financial and tax reporting, principally related to
 net operating loss carryforwards.

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, 2003 and 2002.

F-7

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

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

Stock Based Compensation

Statement of Financial Accounting Standards No.123,
 Accounting for Stock-Based Compensation (SFAS 123) gives entities the choice between adopting a fair
 value method or continuing to use the intrinsic value method under Accounting Principles Board (APB)
 Opinion No. 25 with footnote disclosures of the pro forma effect if the fair value method had been adopted.
 The Company has opted for the latter approach.

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, 2003, the Companys revenue generating
 activities are not in place, and the Company has incurred losses since inception. These factors raise
 substantial doubt about the Companys ability to continue as a going concern.

Management intends to seek additional funding through
 business ventures. There can be no assurance that such funds will be available to the Company or available
 on terms acceptable to the Company.

F-8

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

Note 3  Income Taxes

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

`Years Ended
                                                               December 31,                  Cumulative
                                                         2003             2002                Amounts

Income tax benefit at statutory rate        $           (2,000)           (4,000)             (8,000)
Change in valuation allowance                            2,000             4,000               8,000
                                                         -----            ------              ------
                                            $            -                 -                     -
                                                        ======            ======              ======

Deferred tax assets are as follows at December 31:

                                                         2003             2002

Operating loss carryforwards                $            8,000             6,000
Valuation allowance                                     (8,000)           (6,000)
                                                        ------            -------
                                            $            -                 -
                                                        =======           ========`

The Company has net operating loss carryforwards of
 approximately $56,000, which begin to expire in the year 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 4  Supplemental Cash Flow Information

No amounts have been paid for interest during the years
 ended December 31, 2003 and 2002.

No amounts have been paid for income taxes since inception.

Note 5  Fair Value of Financial Instruments

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

F-9

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

Note 6  Stock Plan

The Company has adopted a benefit plan (the Plan).
 Under the Plan, the Company may issue shares of the Companys common stock or grant options to acquire
 the Companys common stock from time to time to employees, directors, officers, consultants or advisors
 of the Company on the terms and conditions set forth in the Plan. In addition, at the discretion of
 the Board of Directors, stock may from time to time be granted under this Plan to other individuals,
 including consultants or advisors, who contribute to the success of the Company but are not employees
 of the Company.

As of December 31, 2003 and 2002, no stock options
 had been issued under this plan.

Note 7 Related Party Transactions

At December 31, 2003 and 2002, the Company has a related
 party payable of $2,500 due to an officer of the Company. The payable is unsecured, non-interest bearing
 and due on demand.

Note 8  Reverse Common Stock Split

Effective July 17, 2002, the Company approved a 1-for-5
 reverse common stock split. All common share amounts and per share information have been retroactively
 adjusted to reflect this common stock split in the accompanying financial statements.

F-10

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

Note 9  Option to Purchase Property

On July 19, 2002, the Company entered into an option
 agreement with Monument Resources, Inc. The option agreement grants to the Company the exclusive right
 to acquire a 100% interest in mining property located in the state of Montana, subject to a net smelter
 royalty of 3% in consideration of certain option payments and expenditures to be satisfied over the
 next two years. The option agreement may be terminated within 30 days notice. The Company has satisfied
 the first two option payments of $15,000 and $5,000 and must make a final option payment in order to
 complete the purchase of the property. In addition, the Company must incur a determined amount of exploration
 expenses to acquire the interest in the property. As of December 31, 2003 the Company has not made the
 initial exploration expenditure. The remaining option payment and the determined amount of exploration
 expenses with the respective performance dates are as follows:

`Option Payments                                     Amount           Due Date

         Final purchase payment                            $200,000           September 1, 2004

         Exploration Expenditures                            Amount           Due Date

         Initial Exploration                                $30,000           September 1, 2003
         Secondary Exploration                              $30,000           September 1, 2004`

Should the Companys exploration expenditures in any
 given period exceed the minimum amount required by the option agreement, then that amount in excess
 is to be credited to the following periods. The Company manages all exploration work carried out on
 the property.

Note 10  Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS 150, Accounting
 for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This new statement
 changes the accounting for certain financial instruments that, under previous guidance, issuers could
 account for as equity or classifications between liabilities and equity in a section that has been known
 as mezzanine capital. It requires that those certain instruments be classified as liabilities in balance
 sheets. Most of the guidance in SFAS 150 is effective for all financial instruments entered into or
 modified after May 31, 2003. The adoption of SFAS 150 did not have any impact on the Companys financial
 statements.

F-11

---

MONTANA MINING CORP.

(Formerly Aswan Investments, Inc.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

Note 10  Recent Accounting Pronouncements (continued)

In April 2003, the FASB issued SFAS 149, Amendment
 of Statement 133 on Derivative Instruments and Hedging Activities. SFAS 149 amends and clarifies financial
 accounting and reporting for derivative instruments, including certain derivative instruments embedded
 in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS 133,
 Accounting for Derivative Instruments and Hedging Activities. This Statement is effective for contracts
 entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships
 designated after June 30, 2003, with certain exceptions. The adoption of SFAS did not have any effect
 on the Companys financial statements.

In January 2003, the FASB issued Interpretation 46,
 Consolidation of Variable Interest Entities (FIN 46), which addresses consolidation by business enterprises
 of variable interest entities. FIN 46 clarifies the application of Accounting Research Bulletin No.
 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the
 characteristics of a controlling financial interest or do not have sufficient equity at risk for the
 entity to finance its activities without additional subordinated financial support from other parties.
 FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable
 interest entities in which an enterprise obtains an interest after that date. It applies in the first
 fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which
 an enterprise holds a variable interest that it acquired before February 1, 2003. The Company has not
 identified and does not expect to identify any variable interest entities that must be consolidated.

In December 2002, the Financial Accounting Standards
 Board issued SFAS 148 Accounting for Stock-Based Compensation  Transition and Disclosure  an amendment
 of FASB Statement 123, which is effective for all fiscal years ending after December 15, 2002. SFAS
 148 provides alternative methods of transition for a voluntary change to fair value based method of
 accounting for stock-based employee compensation under SFAS 123 from intrinsic value based method of
 accounting prescribed by Accounting Principles Board Opinion 25. SFAS 148 also changes the disclosure
 requirement of SFAS 123, requiring a more prominent disclosure of the pro-forma effect of the fair value
 based method of accounting for stock-based compensation. The adoption of SFAS 148 by the Company did
 not have any impact on the Companys financial statements and is not expected to have any impact on
 future operations.

F-12

---

# ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has had no changes in or disagreements
 with its accountants, as to accounting or financial disclosure over the two most recent fiscal years.

# ITEM 8A.CONTROLS AND PROCEDURES

The Companys president acts both as the Companys
 chief executive officer and chief financial officer and is responsible for establishing and maintaining
 disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Based on his evaluation as of December 31, 2003, the
 chief executive officer and chief financial officer has concluded that the Companys disclosure controls
 and procedures (as defined in Rule 13a-14(c) and 15d-15(e) of the Securities Exchange Act of 1934, as
 amended) are effective to ensure that information required to be disclosed by the Company in reports
 that the Company files or submits under the Securities Exchange Act, as amended is recorded, processed,
 summarized and reported within the time periods specified in the rules and forms of the Securities and
 Exchange Commission.

(b) Changes in Internal Controls

Based on his evaluation as of December 31, 2003, the
 chief executive officer and chief financial officer has concluded that there were no significant changes
 in the Companys internal controls over financial reporting or in any other areas that could significantly
 affect the Companys internal controls subsequent to the date of his most recent evaluation, including
 any corrective actions with regard to significant deficiencies and material weaknesses.

# PART III

# ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The officers and directors of the Company as of March
 26, 2004 are as follows:

`Name                            Age     Position

Ruairidh Campbell               40      chief executive officer, chief financial officer and director`

On December 10, 1999, Mr. Campbell was elected as an
 officer and director of the Company. He estimates that he will spend approximately 10 percent of his
 time, approximately 5 hours per week, on the Companys business during the next 12 months. He also has
 significant responsibilities with other companies, as detailed in the following paragraph. He will serve
 until the first 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.

14

---

Mr. Campbell graduated from the University of Texas
 at Austin with a Bachelor of Arts in History and then from the University of Utah College of Law with
 a Juris Doctorate with an emphasis in corporate law, including securities and taxation. Over the past
 five years he has been an officer and director of several public companies: Allied Resources Inc., an
 oil and gas production company from June 1998 to present (president, chief financial officer, director),
 InvestNet, Inc. a mineral resource exploration company from February 2000 until March 2004 (president
 and chief financial officer until December 2003, director until March 2004), Star Energy Corporation
 an oil and gas production company from December 1999 to present (chief financial officer and director),
 NovaMed, Inc. a manufacturer of medical devices from 1995 to August 2003 (president, chief financial
 officer, director), EnterNet, Inc. an internet vitamin retailer from February 2000 to July 2001 (president,
 chief financial officer, director) and Bren-Mar Resources, Ltd. a mineral resource development company
 from 1995 to May 2001 (president, chief financial officer, director).

# BOARD OF DIRECTORS COMMITTEES

The board of directors has not yet established an audit
 committee or a compensation 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 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 yet established a compensation
 committee.

Directors currently are not reimbursed for out-of-pocket
 costs incurred in attending meetings and no director receives any compensation for services rendered
 as a director. The Company does not believe that it will adopt a provision for compensating directors
 in the future.

# Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished
 to the Company, the Company is aware of the following individuals who during the period ended December
 31, 2003 were directors, officers, or beneficial owners of more than ten percent of the common stock
 of the Company, and who failed to file, on a timely basis, reports required by Section 16(a) of the
 Securities Exchange Act of 1934.

Ruairidh Campbell failed to file a Form 3 or Form 5
 despite being a director and officer of the Company.

Dr. Stewart Jackson failed to file a Form 3 or Form
 5 despite being a former director of the Company.

# ITEM 10. EXECUTIVE COMPENSATION

The following table provides summary information for
 the years 2003, 2002 and 2001 concerning cash and non-cash compensation paid or accrued by the Company
 to or on behalf of the president and the only other employee to receive compensation in excess of $100,000.

15

---

`SUMMARY COMPENSATION TABLE
-------------------------------- ---------------------------------- -------------------------------------------------------
                                            Annual Compensation                     Long Term Compensation
                                                                    -------------------------------------------------------
------------------------------------------------------------------- ---------------------------- --------------------------
                                                                              Awards                      Payouts
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
                                                                                    Securities
                                                                     Restricted     Underlying
                                                     Other Annual       Stock        Options     LTIP         All Other
   Name and Principal             Salary    Bonus    Compensation     Award(s)         SARs       payouts    Compensation
        Position          Year     ($)       ($)         ($)             ($)           (#)          ($)          ($)
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
   Ruairidh Campbell,     2003      -         -           -               -             -            -            -
    Chief Executive       2002      -         -           -               -             -            -            -
     Officer, Chief       2001      -         -           -               -             -            -            -
 Financial Officer and
        Director
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------`

# ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information
 regarding the beneficial ownership of the stock of the Company as of March 26, 2004, 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      Name and Address of Beneficial      Amount and nature of Beneficial       Percent of Class
                                 Ownership                           Ownership
-------------------- ---------------------------------- ------------------------------------ -----------------------
-------------------- ---------------------------------- ------------------------------------ -----------------------
   Common Stock              Ruairidh Campbell                        600,000                         9.5%
                           600 Westwood Terrace                        Legal
                            Austin, Texas 78746
-------------------- ---------------------------------- ------------------------------------ -----------------------
-------------------- ---------------------------------- ------------------------------------ -----------------------
   Common Stock         All Executive Officers and                    600,000                         9.5%
                           Directors as a Group
-------------------- ---------------------------------- ------------------------------------ -----------------------`

# ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as disclosed below, no director, executive
 officer, nominee for election as a director of the Company, or an owner of five percent of more of the
 Companys outstanding shares, or any member of their immediate family, has entered into any related
 transaction.

On December 10, 1999, the Company issued 500,000 (pre-reverse
 split) shares of common stock at $0.001 for a total of $500 to Ruairidh Campbell. Mr. Campbell was an
 officer and director at the time of issuance.

On January 12, 2000, the Company issued 2,500,000 (pre-reverse
 split) shares of common stock, valued at $0.001 or par value for services rendered in connection with
 the formation of the Company and the drafting of Form 10-SB documentation for submission to the Commission.
 Mr. Campbell was an officer and director at the time of issuance.

16

---

# ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

|(a) |  | Exhibits. Exhibits required to be attached by
 Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 19 of this Form 10-KSB,
 which is incorporated herein by reference.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Reports on Form 8-K. The Company filed no Form
 8Ks during the last quarter of the period covered by this Form 10-KSB.
|--- |  | -----------------------------------------------------------------------------------------------------------------------

# ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Jones Simkins, P.C. provided audit services to the
 Company in connection with its annual report for the fiscal years ended December 31, 2003 and 2002.
 The aggregate fees billed by Jones Simkins, P.C. for the audit of the Companys annual financial statements
 and a review of the Companys quarterly financial statements was $ 3,495 and $ 3,465 respectively.

Audit Related Fees

Jones Simkins, P.C. billed to the Company no fees in
 each of 2003 and 2002 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

Jones Simkins, P.C. billed to the Company fees of $
 500 in 2003 and $ 0 in 2002 for professional services rendered in connection with the preparation of
 the Companys tax returns for the respective periods.

All Other Fees

Audit Committee Pre-Approval

The Company does not have a standing audit committee.
 Therefore, all services provided to the Company by Jones Simkins, P.C. as detailed above, were pre-approved
 by the Companys board of directors.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed
 on its behalf by the undersigned, thereunto duly authorized, this 26th day of March,

| | Montana Mining Corp                         | 
| | ------------------------------------------- | 
| | /s/ Ruairidh Campbell                       | 
| | Ruairidh Campbell, Chief Executive Officer, | 
| | Chief Financial Officer and Director       

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

|Signature             | Title    | Date          
|--------------------- | -------- | --------------
|/s/ Ruairidh Campbell | Director | March 26, 2004
|Ruairidh Campbell    

``

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### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                     
|----------- | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of the Company, formally 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 SEC on February 3,
 2000)            
|3(i)(b)     | *        | Amendment to Articles of Incorporation filed with the State of Nevada on August 5, 2002 (incorporated
 herein by reference from Exhibit No. 3(i)(b) of the Company's Form 8-K as filed with the SEC on August
 15, 2002         
|3(ii)       | *        | By-laws of the Company adopted on December 10, 1999 formally 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 SEC on February
 3, 2000)  
|10(i)       | *        | Option Purchase Agreement between the Company and Monument Resources, Inc. dated July 19, 2002 (incorporated
 herein by reference from Exhibit No. 10(i) of the Company's Form 10-QSB/A filed with the SEC on November
 8, 2002)
|23(i)       | *        | Consent of Joseph Anzman, Registered Geophysicist dated November 23, 2002 (incorporated herein by reference
 from Exhibit 23(i) of the Company's Form SB-2/A-2 filed with the SEC on November 29, 2002)                         
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the
 Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002  
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                               

* Incorporated by reference from previous filings of the Company.

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