UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)




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




For the
Quarterly Period Ended March 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 No.  001-34075





PIEDMONT
MINING COMPANY, INC.


(Exact
Name of Registrant as Specified in Its Charter)





North
      Carolina
                  
                  56-1378516(State
      or Other Jurisdiction
                    Of
      Incorporation or Organization)
                  (I.R.S.
      Employer Identification
                    Number)18124
      Wedge Parkway, Suite 214
                    Reno,
      Nevada
                  89511(Address
      of Principal Executive Offices)
                  (Zip
      Code)





Registrant’s
telephone number, including area code (212)
734-9848




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports); and (2) has been subject to such filing requirements for
the past 90 days.


Yes x                                No
 ̈





Indicate
by check mark whether the registrant 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  ̈                                No   ̈





Indicate
by checkmark 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-3 of the Exchange Act.  (Check
one):





Large
      accelerated filer
             ̈
            Accelerated
      filer
             ̈Non-accelerated
      filer
             ̈
            Smaller
      reporting company
            x(Do
      not check if a smaller reporting company)





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


Yes  ̈                                No
x





As of May
8, 2009 there were 69,540,310 outstanding shares of the issuer’s common
stock.





1





PIEDMONT
MINING COMPANY, INC.





FORM
10-Q INDEX





Page
                              NumberPART
      I – FINANCIAL INFORMATIONItem
      1. Financial StatementsConsolidated Balance
      Sheets
                            3Consolidated Statements of
      Loss
                            4Consolidated Statements of Cash
      Flows
                            5Notes to Consolidated Financial
      Statements
                            6Item
      2. Management’s Discussion and Analysis of Financial Condition
      andResults of Operation
                            12Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                            16Item
      4T. Controls and Procedures
                            16PART
      II – OTHER INFORMATIONItem
      1. Legal Proceedings
                            17Item
      1A. Risk Factors
                            17Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                            17Item
      3. Defaults Upon Senior Securities
                            18Item
      4. Submission of Matters to a Vote of Security Holders
                            18Item
      5. Other Information
                            18Item
      6. Exhibits
                            18Signature
      Page
                            19





2





PART
I – FINANCIAL INFORMATION





Item
1. Financial Statements





PIEDMONT
      MINING COMPANY, INC.
                                                                                                      (An
      Exploration Stage Company)
                                                                                                      CONSOLIDATED
      BALANCE SHEETSMarch
      31,
                                                                                                    
                                                                                                    December
      31,2009
                                                                                                      (unaudited)
                                                                                                    
                                                                                                    2008
                                                                                                      (audited)ASSETS
                                                                                                    
                                                                                                    $
                                                                                                    
                                                                                                    $CURRENT
      ASSETSCash
      and cash equivalents
                                                                                                    
                                                                                                    511
                                                                                                    
                                                                                                    
                                                                                                    582Prepaid
      expenses and other
                                                                                                    
                                                                                                    5,824
                                                                                                    
                                                                                                    
                                                                                                    32,4316,335
                                                                                                    
                                                                                                    
                                                                                                    33,013MINERAL
      PROPERTIES (Note 2)
                                                                                                    
                                                                                                    132,500
                                                                                                    
                                                                                                    
                                                                                                    122,000RECLAMATION
      BONDS (Note 2)
                                                                                                    
                                                                                                    29,339
                                                                                                    
                                                                                                    
                                                                                                    29,339EQUIPMENT
      (Note 3)
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    65Total
      Assets
                                                                                                    
                                                                                                    168,174
                                                                                                    
                                                                                                    
                                                                                                    184,417LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)
                                                                                                      
                                                                                                      CURRENT
      LIABILITIESAccounts
      payable
                                                                                                    
                                                                                                    448,424
                                                                                                    
                                                                                                    
                                                                                                    401,438Due
      to related parties (Note 4)
                                                                                                    
                                                                                                    314,805
                                                                                                    
                                                                                                    
                                                                                                    253,929Total
      current liabilities
                                                                                                    
                                                                                                    763,229
                                                                                                    
                                                                                                    
                                                                                                    655,367STOCKHOLDERS’
      EQUITY (DEFICIT)Capital
      Stock (Note 5)Authorized:50,000,000
      Preferred stock $1.00 par value200,000,000
      Common stock no par valueCommon
      stock issued and outstanding:69,540,310  shares
      (2008 – 68,615,310)
                                                                                                    
                                                                                                    16,530,144
                                                                                                    
                                                                                                    
                                                                                                    16,485,145Additional
      paid-in capital
                                                                                                    
                                                                                                    855,793
                                                                                                    
                                                                                                    
                                                                                                    848,659Deficit
      accumulated prior to the exploration stage
                                                                                                    
                                                                                                    (12,564,287)
                                                                                                    
                                                                                                    
                                                                                                    (12,564,287
                                                                                                    )Deficit
      accumulated during exploration stage
                                                                                                    
                                                                                                    (5,416,705)
                                                                                                    
                                                                                                    
                                                                                                    (5,240,467
                                                                                                    )Total
      stockholders’ equity (deficit)
                                                                                                    
                                                                                                    (595,055)
                                                                                                    
                                                                                                    
                                                                                                    (470,950)Total
      liabilities and stockholders’ equity (deficit)
                                                                                                    
                                                                                                    168,174
                                                                                                    
                                                                                                    
                                                                                                    184,417The
      accompanying notes are an integral part of these financial
      statements.







3





PIEDMONT
MINING COMPANY, INC.


(An
Exploration Stage Company)


CONSOLIDATED
STATEMENTS OF LOSS


(unaudited)





Three
      months
                                                              Ended
                                                              March
      31, 2009
                                                            
                                                            
                                                            Three
      months
                                                              Ended
                                                              March
      31, 2008
                                                            
                                                            For
      the Period from January 1, 2002 (Date of Inception of Exploration Stage)
      to
                                                              March
      31, 2009$
                                                            
                                                            
                                                            
                                                            $
                                                            
                                                            
                                                            $EXPENSESDepreciation
                                                            
                                                            
                                                            65
                                                            
                                                            
                                                            
                                                            216
                                                            
                                                            
                                                            146,383Exploration,
      geological and geophysical costs
                                                            
                                                            
                                                            28,196
                                                            
                                                            
                                                            
                                                            73,961
                                                            
                                                            
                                                            2,280,562Finance
      fees
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            191,200General
      and administrative
                                                            
                                                            
                                                            56,763
                                                            
                                                            
                                                            
                                                            35,354
                                                            
                                                            
                                                            866,315Impairment
      of mineral  properties
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            205,500Management
      fees
                                                            
                                                            
                                                            49,134
                                                            
                                                            
                                                            
                                                            91,267
                                                            
                                                            
                                                            872,022Professional
      fees
                                                            
                                                            
                                                            42,080
                                                            
                                                            
                                                            
                                                            55,740
                                                            
                                                            
                                                            819,358176,238
                                                            
                                                            
                                                            
                                                            256,538
                                                            
                                                            
                                                            5,381,340LOSS
      BEFORE OTHER ITEMS
                                                            
                                                            
                                                            (176,238
                                                            )
                                                            
                                                            
                                                            (256,538
                                                            )
                                                            
                                                            (5,381,340
                                                            )INTEREST
      INCOME
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            3,198
                                                            
                                                            
                                                            11,225LOSS
      ON OTHER NON-OPERATING ACTIVITIES
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            (46,590
                                                            )NET
      LOSS FOR THE PERIOD
                                                            
                                                            
                                                            (176,238
                                                            )
                                                            
                                                            
                                                            (253,340
                                                            )
                                                            
                                                            (5,416,705
                                                            )BASIC
      AND FULLY DILUTED NETLOSS PER
      SHARE
                                                            
                                                            
                                                            (0.003
                                                            )
                                                            
                                                            
                                                            (0.004
                                                            )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING, BASIC AND FULLY DILUTED
                                                            
                                                            
                                                            68,745,588
                                                            
                                                            
                                                            
                                                            63,109,248










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





4





PIEDMONT
MINING COMPANY, INC.


(An
Exploration Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(unaudited)


Three
      Months Ended
                                                        March
      31,
                                                      
                                                      
                                                      For
      the Period from January 1, 2002 (Date of Inception of Exploration Stage)
      to2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      March
      31, 2009$
                                                      
                                                      
                                                      
                                                      $
                                                      
                                                      
                                                      
                                                      $CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss for the period
                                                      
                                                      
                                                      (176,238
                                                      )
                                                      
                                                      
                                                      (253,340
                                                      )
                                                      
                                                      
                                                      (5,416,705
                                                      )Adjustments
      to reconcile net loss to net cash from operating
    activities:Stock
      issued as finance fees
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      100,000Warrants
      issued as finance fees
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      92,100Mineral
      property impairments
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      205,500Stock
      based compensation
                                                      
                                                      
                                                      7,134
                                                      
                                                      
                                                      
                                                      52,767
                                                      
                                                      
                                                      
                                                      392,618Depreciation
                                                      
                                                      
                                                      65
                                                      
                                                      
                                                      
                                                      216
                                                      
                                                      
                                                      
                                                      146,383Gain
      (loss) on other non-operating activities
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (21,000
                                                      )Changes
      in operating assets and liabilities:Prepaid
      expenses and other
                                                      
                                                      
                                                      26,607
                                                      
                                                      
                                                      
                                                      8,601
                                                      
                                                      
                                                      
                                                      (2,875
                                                      )Due
      to related parties
                                                      
                                                      
                                                      60,876
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      217,792Accounts
      payable
                                                      
                                                      
                                                      63,985
                                                      
                                                      
                                                      
                                                      1,819
                                                      
                                                      
                                                      
                                                      508,975NET
      CASH FLOWS USED INOPERATING
      ACTIVITIES
                                                      
                                                      
                                                      (17,571
                                                      )
                                                      
                                                      
                                                      (189,937
                                                      )
                                                      
                                                      
                                                      (3,777,212
                                                      )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of shares for cash, net of issuance costs
                                                      
                                                      
                                                      20,000
                                                      
                                                      
                                                      
                                                      37,490
                                                      
                                                      
                                                      
                                                      3,689,174Convertible
      notes
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      291,145NET
      CASH FLOWS FROMFINANCING
      ACTIVITIES
                                                      
                                                      
                                                      20,000
                                                      
                                                      
                                                      
                                                      37,490
                                                      
                                                      
                                                      
                                                      3,980,319CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property and equipment
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (5,579
                                                      )Proceeds
      from non-operating activities
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      97,125Mineral
      property costs
                                                      
                                                      
                                                      (2,500
                                                      )
                                                      
                                                      
                                                      (10,000
                                                      )
                                                      
                                                      
                                                      (294,839
                                                      )NET
      CASH FLOWS USED ININVESTING
      ACTIVITIES
                                                      
                                                      
                                                      (2,500
                                                      )
                                                      
                                                      
                                                      (10,000
                                                      )
                                                      
                                                      
                                                      (203,293
                                                      )INCREASE
      (DECREASE) IN CASH
                                                      
                                                      
                                                      (71
                                                      )
                                                      
                                                      
                                                      (162,447)
                                                      
                                                      
                                                      
                                                      (186)CASH,
      BEGINNING
                                                      
                                                      
                                                      582
                                                      
                                                      
                                                      
                                                      165,877
                                                      
                                                      
                                                      
                                                      697CASH, ENDING
                                                      
                                                      
                                                      511
                                                      
                                                      
                                                      
                                                      3,430
                                                      
                                                      
                                                      
                                                      511SUPPLEMENTAL
      CASH FLOW INFORMATION AND
                                                        NON-CASH INVESTING AND
      FINANCING ACTIVITIES (Note 6)







The
accompanying notes are an integral part of these financial
statements





5





PIEDMONT
MINING COMPANY, INC.


(An
Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009


(unaudited)







NOTE
1:                      NATURE
OF OPERATIONS







Piedmont
Mining Company, Inc. (the “Company”) was formed in 1983 under the laws of the
State of North Carolina, USA, and is currently in the exploration stage. The
Company is primarily involved in the examination and exploration of mineral
properties. Under Statement of Financial Accounting Standards No. 7 (SFAS) Accounting and Reporting by
Development Stage Enterprises, the Company re-established itself as an
exploration stage company in 2002 and began reporting under exploration stage
guidelines.





The
Company’s focus for the foreseeable future will be on the exploration of its
properties.  Since April 2005, the Company has entered into
agreements, directly and under options, for the purpose of exploring for
economic deposits of gold and silver in the State of
Nevada.





Going
Concern


These
financial statements have been prepared in accordance with generally accepted
accounting principles in the United States of America with the on-going
assumption applicable to a going concern which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business.





The
Company is in the exploration stage and to date has not yet generated any net
revenues or cash flow from its activities. The Company has a history of losses
and has a working capital deficit of $756,894 and an accumulated deficit of
$17,980,992 at March 31, 2009.  The Company is dependent on raising
further equity capital to fund ongoing losses and expenditures for exploration
programs. In current market conditions there is uncertainty that the necessary
funding will be obtained as needed raising substantial doubt as to the ability
to continue operating as a going concern. These financial statements do not
reflect any adjustments to the carrying values of assets that might result from
the outcome of this uncertainty.





The
Company intends to fund its ongoing operations by way of private placements of
its securities.  Management believes continued efforts to sell stock and
warrants as well as advances from management will contribute toward funding the
Company’s activities until appropriate levels of funding can be arranged and/or
revenue can be earned from the properties either through production or
sale.  The global financial situation of 2008 and the ensuing downturn
in the economy and in the mineral exploration industry has severely restricted
the ability of junior resource companies to raise equity financing. These
conditions cast significant doubt on the Company’s ability to continue its
exploration activities, particularly if current market conditions continue for a
sustained period. If the Company is unsuccessful in raising adequate financing,
exploration activity will be postponed until market conditions
improve.





Unaudited
Interim Financial Statements


The
accompanying unaudited interim consolidated financial statements have been
prepared in accordance with United States generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q. They may not include all information and footnotes required by United
States generally accepted accounting principles for complete financial statement
disclosure. However, except as disclosed herein, there have been no material
changes in the information disclosed in the notes to the financial statements
for the year ended December 31, 2008, included in the Company’s Form 10-K filed
with the Securities and Exchange Commission on March 31, 2009. The unaudited
interim consolidated financial statements should be read in conjunction with
those financial statements included in the Form 10-K. In the opinion of
Management, all adjustments considered necessary for a fair presentation,
consisting solely of normal recurring adjustments, have been made. Operating
results for the three months ended March 31, 2009 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2009.








6





PIEDMONT
MINING COMPANY, INC.


(An
Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009


(unaudited)







NOTE
2:                      MINERAL
PROPERTIES







The
Company has entered into various property agreements. A summary of capitalized
costs is as follows:


Balance
      as at
                                                                  December
      31 2008
                                                                
                                                                
                                                                Incurred
      during
                                                                  the
      period
                                                                
                                                                
                                                                Balance
      as at
                                                                  March
      31, 2009$
                                                                
                                                                
                                                                
                                                                $
                                                                
                                                                
                                                                
                                                                $Bullion
      Mountain
                                                                
                                                                
                                                                27,000
                                                                
                                                                
                                                                
                                                                8,000
                                                                
                                                                
                                                                
                                                                35,000Dutch
      Flat
                                                                
                                                                
                                                                35,000
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                35,000Pasco
      Canyon
                                                                
                                                                
                                                                10,000
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                10,000PPM
      Gold
                                                                
                                                                
                                                                25,000
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                25,000Trinity
      Silver
                                                                
                                                                
                                                                10,000
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                10,000Willow
      Creek
                                                                
                                                                
                                                                15,000
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                15,000Argentite
      Gold
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                2,500
                                                                
                                                                
                                                                
                                                                2,500122,000
                                                                
                                                                
                                                                
                                                                10,500
                                                                
                                                                
                                                                
                                                                132,500Reclamation
      Bonds:
                                                                
                                                                $
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                $PPM
      Gold
                                                                
                                                                
                                                                11,566
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                11,566Willow
      Creek
                                                                
                                                                
                                                                17,773
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                17,77329,339
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                29,339







Argentite Gold Project


On March
10, 2009, upon paying $2,500, the Company signed a Letter of Intent to enter
into an ExplorationAgreement with Option to form a Joint Venture on the
Argentite gold property in western Nevada once the gold priceexceeds $1,000 per
ounce for more than 25 consecutive business days or after 90 days from the date
of signing the Letter of Intent.  On signing the formal agreement, the
Company will pay $8,000 and will then undertake a work commitment of $750,000
over a five year period to earn a 51% interest in the property and the project,
or up to a 70% interest upon completion of a bankable feasibility
study.  In addition, the Company would make annual payments of $10,000
by the first anniversary of the agreement, $15,000 on the second anniversary,
$20,000 by the third anniversary and $25,000 by the fourth anniversary, all of
which would be creditable against the work commitment.








NOTE
3:                      EQUIPMENT


March
      31, 2009
                              
                              
                              December
      31, 2008Computer
      Equipment
                              
                              $
                              5,579
                              
                              
                              $
                              5,579Less:
      accumulated depreciation
                              
                              
                              (5,579
                              )
                              
                              
                              (5,514
                              )$
                              0
                              
                              
                              $
                              65







7





PIEDMONT MINING COMPANY,
INC.


(An
Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009


(unaudited)





NOTE
4:                      DUE
TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS





The Board
of Directors has authorized a monthly management fee of $14,000 to the Company’s
President and CEO. The unpaid portion of the monthly management fees at March
31, 2009 and December 31, 2008 was $189,250 and $147,250, respectively.  Unreimbursed
administrative expenses incurred by the President and CEO at March 31, 2009 and
December 31, 2008 were $26,778 and $19,066, respectively. The Company reimburses
the President for office rent, which totaled $4,800
for the three months ended March 31, 2009 and 2008.  The President had
advanced funds to the Company totaling $24,290 as of March 31, 2009, which
remain unpaid and have accrued interest at 5% of $423, in accordance with
Company policy.





The
unpaid portion of exploration costs incurred by the Company’s Vice-President at
March 31, 2009 and December 31, 2008 were $31,170 and $28,270, respectively,
which includes his compensation of $24,520 and $21,880, respectively, for
services relating to the various exploration projects and research and
development. The Vice-President had advanced funds to the Company totaling
$40,219 as of March 31, 2009, which remain unpaid and have accrued interest at
5% of $1,276, in accordance with Company policy.





The
directors receive a fee of $200 per meeting for participating in Board meetings
and Compensation and Audit Committee meetings. The Chairmen of these
Committeesreceive
$300 per meeting. The unpaid portion of these fees at March 31, 2009 and
December 31, 2008 were $1,400.





From time
to time, the Company’s officers and directors advance monies to the Company.
These loans bear interest at 5% per annum. These loans are unsecured and have no
fixed repayment terms. The unpaid balances related to these advances at March
31, 2009 and December 31, 2008 were $64,509 and $17,724,
respectively.





No stock
options were granted to its officers or directors by the Company for the three
months ended March 31, 2009.





All
related party transactions involving provision of services or transfer of
tangible assets in the normal course of business were recorded at the exchange
amount, which is the value established and agreed to by the related parties
reflecting arms length consideration payable for similar services or
transfers.  (Other related party transactions are disclosed in Note
5.)










NOTE
5:                      CAPITAL
STOCK





Share
Capital


The
Company’s capitalization is 50,000,000 authorized preferred shares with a par
value of $1.00 per share and 200,000,000 common shares with no par
value.





Common
Share Transactions


During
the three months ended March 31, 2009, the Company completed the following
equity transactions:





In
January, 2009, the Company completed a private placement offering of 125,000
Units, consisting of one share of Common Stock and one Common Stock Purchase
Warrant at a price of $0.04 per Unit for proceeds of $5,000.  The
Warrants are exercisable for a period of two years and entitle the holder to
purchase one share of Common Stock for $0.10 per Share.





In March,
2009, the Company completed a private placement offering of 100,000 Units,
consisting of one share of Common Stock and one Common Stock Purchase Warrant at
a price of $0.05 per Unit for proceeds of $5,000.  The Warrants are
exercisable for a period of two years and entitle the holder to purchase one
share of Common Stock for $0.15 per Share.




8








PIEDMONT
MINING COMPANY, INC.


(An
Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009


(unaudited)





NOTE
5:                      CAPITAL
STOCK (continued)





Common
Share Transactions (continued)


In March,
2009, the Company completed a private placement offering of 200,000 Units,
consisting of one share of Common Stock and one Common Stock Purchase Warrant at
a price of $0.05 per Unit for proceeds of $10,000.  The Warrants are
exercisable for a period of two years and entitle the holder to purchase one
share of Common Stock for $0.10 per
Share.





In March,
2009, the Company issued 500,000 shares of Common Stock with a fair value of
$0.05 per share or $25,000, pursuant to a letter agreement, as partial
satisfaction of outstanding invoices.





Stock-Based
Compensation and Other Equity Transactions


The
Company does not have a stock-based compensation plan.  The Company’s
Compensation Committee makes recommendations to the Board of Directors for the
granting of awards of stock options to its officers and directors on a
case-by-case basis.





For
options issued to service providers, the Company follows SFAS No. 123(R),
Accounting for Stock-Based Compensation, which requires that such transactions
be accounted for using a fair-value-based method. The Company uses the
Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of
stock-based awards under SFAS No. 123(R).





At the
time of issuance, the exercise price of all options granted was in excess of the
market price of the stock.





No
options were granted for the three month period ended March 31,
2009.





Total
compensation expense for the three months ended March 31, 2009 was $7,134, which
corresponds to the vesting schedule.  As of March 31, 2009, the total
compensation expense related to non-vested awards to be recognized in future
periods is $16,850.  This expense will be recognized ratably during
2009.





Below is
a summary of the stock option activity for the period ended March 31,
2009:


WeightedNumber
      of
                                                                                              
                                                                                              
                                                                                              AverageOptions
                                                                                              
                                                                                              
                                                                                              Exercise
      PriceTotal
      Options
                                                                                              
                                                                                              
                                                                                              
                                                                                              $Outstanding,
      December 31, 2007
                                                                                              
                                                                                              5,975,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.235Cancelled
      March 4, 2008
                                                                                              
                                                                                              (400,000
                                                                                              )
                                                                                              
                                                                                              
                                                                                              0.200Granted
      April 9, 2008
                                                                                              
                                                                                              150,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.280Outstanding,
      December 31, 2008
                                                                                              
                                                                                              5,725,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.239Expired
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -Granted
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              -
                                                                                              -Outstanding,
      March 31, 2009
                                                                                              
                                                                                              5,725,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.239Nonvested
      Options
                                                                                              
                                                                                              
                                                                                              
                                                                                              $Nonvested
      options, December 31, 2007
                                                                                              
                                                                                              1,150,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.11Granted
      April 9, 2008
                                                                                              
                                                                                              150,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.12Vested
                                                                                              
                                                                                              (1,075,000
                                                                                              )
                                                                                              
                                                                                              
                                                                                              0.11Nonvested
      options December 31, 2008
                                                                                              
                                                                                              225,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.11Vested
                                                                                              
                                                                                              (83,333)
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.11Nonvested
      options March 31, 2009
                                                                                              
                                                                                              141,667
                                                                                              
                                                                                              
                                                                                              
                                                                                              0.11








9





PIEDMONT
MINING COMPANY, INC.


(An
Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009


(unaudited)





NOTE
5:                      CAPITAL
STOCK (continued)





Stock-Based
Compensation and Other Equity Transactions (continued)





The
following tables summarize information and terms of the options outstanding and
exercisable:


Options
      Outstanding at March 31, 2009
            
            Options
      Exercisable at March 31, 2009Weighted
            
            
            
            WeightedAverage
            
            
            
            AverageRemaining
            Weighted
            
            
            Remaining
            WeightedRange
      of
            Number
            Contractual
            Average
            
            Number
            Contractual
            AverageExercise
      Prices
            of
      Shares
            Life
      (in years)
            Exercise
      Price
            
            of
      Shares
            Life
      (in years)
            Exercise
      Price$
      0.20 – 0.28
            5,725,000
            1.98
            $      0.239
            
            5,583,333
            1.94
            $     0.232





Options
      Outstanding at December 31, 2008
                          
                          Options
      Exercisable at December 31, 2008Weighted
                          
                          
                          
                          WeightedAverage
                          
                          
                          
                          AverageRange
      of
                          
                          Remaining
                          Weighted
                          
                          
                          Remaining
                          WeightedExercise
                          Number
                          Contractual
                          Average
                          
                          Number
                          Contractual
                          AveragePrices
                          Of
      Shares
                          Life
      (in years)
                          Exercise
      Price
                          
                          of
      Shares
                          Life
      (in years)
                          Exercise
      Price$
      0.20 – 0.28
                          5,725,000
                          2.23
                          $      0.239
                          
                          5,500,000
                          2.135
                          $     0.238





The
outstanding and exercisable stock options had no intrinsic value at March 31,
2009.





Common Stock Purchase
Warrants


Total
outstanding warrants at March 31, 2009 were 10,904,035.  The exercise
prices on all warrants range from $0.10 to $0.60 per share. The warrants are
exercisable immediately upon issuance and the expiration dates range between two
years and five years after the date of issuance.





During
the three months ended March 31, 2009, the Company issued warrants relating to
unit private placements granting holders the right purchase 425,000 shares of
common stock.  The exercise prices on these warrants range from $0.10
to $0.15 per share. The warrants were exercisable immediately upon issuance and
the expiration dates are two years after issuance.  The Company
estimated the total fair market value of these warrants to be $15,300 at the
date of grant, using the BSM pricing model using an expected life of one year, a
risk-free interest rate of 4.45% and an expected volatility of
109%.  The fair value of the warrants has been included in capital
stock.





The
warrants exercisable at March 31, 2009 had no intrinsic value.





A summary
of the Company’s stock purchase warrants as of March 31, 2009  is
presented below:





Number
      of
                              Warrants
                            Weighted
      average
                              exercise
      price
                            Weighted
      average
                              remaining
      life (years)$Balance,
      December 31, 2008
                            10,479,035
                            0.320
                            1.09Exercised
                            -Expired
                            -Issued
                            425,000
                            0.112
                            2.0Balance,
      March 31, 2009
                            10,904,035
                            0.312
                            0.7








10







PIEDMONT
MINING COMPANY, INC.


(An
Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009


(unaudited)





NOTE
6:                      SUPPLEMENTAL
CASH FLOW INFORMATION AND


NONCASH
INVESTING AND FINANCING ACTIVITIES





In March,
2009, the Company issued 500,000 shares of Common Stock with a fair value of
$0.05 per share or $25,000, pursuant to a letter agreement as partial
satisfaction of outstanding invoices.





Three
      months
                      ended
                      March
      31, 2009
                    Three
      months
                      ended
                      March
      31, 2008$
                    $Interest
      paid
                    -
                    -Income
      taxes paid
                    -
                    -




11


Item
2. Management’s Discussion And Analysis Or Plan Of Operation





Forward-Looking
Statements and Associated Risks.





Except
for statements of historical facts, this report contains forward-looking
statements involving risks and uncertainties. You can identify these statements
by forward-looking words including “believes,” “considers,”
“intends,”  “expects,” “may,” “will,” “should,” “forecast, “ or
“anticipates,” or the equivalents of those words or comparable terminology, and
by discussions of strategies that involve risks and uncertainties.
Forward-looking statements are not guarantees of our future performance or
results, and our actual results could differ materially from those anticipated
in these forward-looking statements. We wish to caution readers to consider the
important factors, among others, that in some cases have affected, and in the
future could affect our actual results and could cause actual consolidated
results for future fiscal years to differ materially from those expressed in any
forward-looking statements made by us or on our behalf. These factors include
without limitation, our ability to obtain capital and other financing in the
amounts and at the times needed, identification of suitable exploration
properties for acquisition, the successful discovery of gold, silver or other
precious metals in quantities economically feasible for profitable production,
changes in gold and silver prices, changes in the political climate for gold and
silver exploration, and other risk factors listed from time to time in our
Securities and Exchange Commission reports, including in particular the factors
and discussions under the heading “Risk Factors” in the Annual Report on Form
10-K for the year ended December 31, 2008  that was filed with the
Securities and Exchange Commission on March 31, 2009.





Overview
of Business





We are a
North Carolina corporation formed in 1983. From our inception until 1992, we
were engaged in the exploration for, and production of, gold and other precious
metals and the evaluation of gold properties in North Carolina and South
Carolina. From 1983 we were engaged in exploration and from early 1985 until May
1992, we were also engaged in the mining and production of gold and silver at
our Haile Mine Property near Kershaw, South Carolina. In May 1992, we entered
into a joint venture at our Haile Mine Property with AGI. Our operations ceased
at the Haile Mine Property in 1994. We did not again become engaged in
exploration activities until 2004, when we relocated our principal place of
business to Reno, Nevada. Since October 2003, we have been an exploration stage
company engaged in the acquisition and exploration of mineral properties. We
have now entered into seven option and earn-in agreements on seven different
exploration properties in the state of Nevada. Subject to sufficient funding as
further discussed below, our plan is to continue to conduct exploration for gold
and silver at each of these properties and at other properties we may enter into
agreements on to assess whether they possess economic deposits of gold and/or
silver, which can be recovered at a profit. In such event, we do not intend to
build an exploration staff, but rather to work with competent exploration groups
who can manage the exploration activities with our funding, although in some
cases we may conduct exploration on our own using contractors. Furthermore, we
do not know whether a commercially viable ore body will be located on any of our
mineral claims or leased properties.





We have
not generated any revenue since 1992 and have an accumulated deficit of
$17,980,992 and an accumulated capital deficit of $756,894 at March 31,
2009.  Historically, we have supported our limited exploration
activities through funds received in the private placement of our
securities.  We intend to continue to fund our ongoing operations by
private placements of our securities.  We believe our continued efforts to
sell stock and warrants as well as advances from our management will contribute
toward funding our activities until appropriate levels of funding can be
arranged and/or revenue can be earned from the properties either through
production or sale.  However, the global financial situation of 2008
and 2009 and the instability in the economy and the downturn in the mineral
exploration industry have severely restricted our ability to raise equity
financing. Accordingly, these conditions cast significant doubt on our ability
to continue our exploration activities, particularly if current market
conditions continue for a sustained period. If we are unsuccessful in raising
adequate financing or seeking alternative sources of cash flow, exploration
activity will be postponed until market conditions improve.




12





Going
Concern





The
report of our independent auditors in our December 31, 2008 financial statements
includes an explanatory paragraph indicating that there is substantial doubt
about our ability to continue as a going concern due to recurring losses from
operations, an accumulated deficit of $17,804,754 and a working capital deficit
of $622,354 at December 31, 2008.  Our ability to continue as a going
concern will be determined by our ability to raise adequate funds and conduct
one or more successful exploration programs. Our financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.





Critical
Accounting Policies




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make a
wide variety of estimates and assumptions that affect: (1) the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements, and (2) the reported amounts of
revenues and expenses during the reporting periods covered by the financial
statements. Our management routinely makes judgments and estimates about the
effect of matters that are inherently uncertain. As the number of variables and
assumptions affecting the future resolution of the uncertainties increases,
these judgments become even more subjective and complex. We have identified
certain accounting policies that are most important to the portrayal of our
current financial condition and results of operations.





Results
of Operations


Discussion
of Revenues




We have
no revenues at this time and have not had any revenues since 1992, because we
are an exploration company. We do not anticipate that any revenues will be
achieved until we have adequate capital resources and are able to
successfully:




●
                  locate
      one or more economic mineral deposits which could then be put into
      production, from which we would then be able to extract gold or silver at
      a profit; or




●
              enter
      into a  joint venture arrangement on one or more of our leased
      properties.




Subject
to our ability to continue our exploration activities as planned, there is no
guarantee that our exploration activities will locate viable gold and/or silver
reserves, or if an economic mineral deposit were discovered that we would be
able to commence commercial production, or that if we do locate viable
mineralization that we would be able to secure the funding necessary to proceed
with the mining and production of the ore.  We cannot provide any
assurance that we will be able to enter into a joint venture or that any joint
venture interfered into by us will result in any income or profit.




Expenses
for the Three Month Period ending March 31, 2009 compared to. March 31,
2008




Exploration,
geological and geophysical costs decreased by $45,765, or 61.88%, to
$28,196 for the three months ended March 31, 2009 as compared to $73,961 for the
three months ended March 31, 2008.  The principal reason for this
decrease was due to a decrease in exploration activity due to a lack of funding.
We discontinued and abandoned our Antelope Ridge/Silver/Gold Project and our
Done-Hi-Ho Project in June 2008.





General
and administrative costs increased by $21,409, or 60.56%, to $56,763 for the
three months ended March 31, 2009 as compared to $35,354 for the three months
ended March 31, 2008.  The principal reason for this increase was an
increase in required general and administrative activities in the three months
ended March 31, 2009.





13





Management
fees decreased by $42,133, or 46.17%, to $49,134 for the three months ended
March 31, 2009 as compared to $91,267 for the three months ended March 31,
2008.  The principal reason for this change for the three month period
was due to a decrease of $45,633 in recording the expense of vested
options.  In addition our fees reflect an  increase of
$4,000 in the authorized compensation of the president and a decrease of $500 in
directors’ fees.





For the three months ended March 31,
2009, professional fees decreased $13,660, or 24.51%,  to $42,080 as
compared to $55,740 for the three months ended March 31, 2008.  This
change for the three month period is due to a decrease in legal fees as the
Company had not finalized any new agreements or significant transactions for the
quarter.





Depreciation
expense decreased by $151, or 69.91%, to $65 for the three months ended March
31, 2009 as compared to $216 for the three months ended March 31,
2008.  The principal reason for this change is attributable to
equipment becoming fully depreciated.





Liquidity and Financial Condition




Cash
and Working Capital




We had an accumulated deficit of
$17,804,754 from our inception in 1983 to December 31, 2008, and an accumulated
deficit of $17,980,992 at March 31, 2009. We have no contingencies or long-term
obligations except for our work commitments described under our seven (7)
property agreements for our leased properties. All of these agreements can be
terminated by us upon either 30 or 60 days notice.




We had a
cash balance of $582 on December 31, 2008 and a cash balance of $511 on March
31, 2009.  For the three months period ending March 31, 2009, we had
net cash outflows of $71.




The cash
flows used in operations for the three month period ended March 31, 2009 were
$17,571 compared with $189,937 for the same period in 2008.  Cash
flows used in operations for the three month period ended March 31, 2009
consisted primarily of a net loss of $176,238 including stock based compensation
of  $7,134, with changes in working capital assets and liabilities
consisting of a net decrease in prepaid expenses of $26,607,
an  increase in accounts payable and accrued liabilities of $63,985
and an increase of $60,876 to accrued expenses for amounts unpaid to related
parties.





Net cash
flows provided by equity financing activities were $20,000 for the three months
ended March 31, 2009 compared to $37,490 during the same period in
2008.  The cash flows used in financing activities were $2,500 for the
three months ended March 31, 2009 compared to $10,000 during the same period in
2008.





Internal
and External Sources of Liquidity





As
discussed above we have a cash balance of $511 and working capital deficit of
$756,894 at March 31, 2009.  We do not have sufficient funds to meet
our working capital needs at March 31, 2009.  As we have not
historically or currently do not have any revenue generating operations during
the forthcoming 12 months period, we plan to fund our operations through
issuances of Common Stock or Common Stock with warrants.  However, in
light of the current economic conditions and the challenges of raising capital
in such conditions, there is no guarantee or assurance that we will able to
obtain any financing or sufficient financing to support our exploration
activities as planned. In the event we are able to obtain any financing, there
is also no guarantee or assurance that we will be able to obtain such financings
on terms favorable to us.  The Company continues to seek alternative
sources of cash flow including a proposed venture relating to a carried interest
in one or more oil and gas wells in Tennessee.  From time to time, our
President and Vice President have advanced us with unsecured loans at an
interest rate of 5% per annum with no fixed repayment terms. The unpaid balances
related to such advances at March 31, 2009 was $64,509 compared to $17,724 at
December 31, 2008. In the event, we are unable to raise additional capital and
we do not receive loans from our Chief Executive Officer and Chief Financial
Officer and are not succesful in generating cash flow from our proposed carried
interest in one or more oil and gas wells in Tennessee, we may not be able to
meet our current obligations and could be required to curtail or terminate some
of our planned exploration programs.





14





Contractual
Obligations





At March 31, 2009 we are committed to
making certain exploration work expenditures, lease and option payments, and
claims maintenance payments on properties over the forthcoming 12 months period
as follows.





Bullion
Mountain Project:


●
                Required
      work expenditure by November 11, 2006 - $20,000 of which $27,305 has
      already been expended.  In September, 2007, this agreement was
      amended and the time for completing the remaining work obligation was
      extended indefinitely.




●
              Claims
      maintenance: $8,651 has been paid through August  31,
      2008.




●
              Annual
      payments:  $15,000 has been accrued  of which $7,000
      is expected to be paid in the next month or so, and an additional $15,000
      will be due on November 1,
2009.




Trinity Silver
Project:


●
              Required
      work expenditure: $200,000, of which $629,408 has already been expended
      through March 31, 2009.  Further work will depend upon the
      timing and receipt of additional funds.●
              Claims
      maintenance:  $21,579 has been paid through August 31, 2008 and
      an additional $7,375 will be due by September 30,
  2009.




●
              Annual
      payments:  $0.





Pasco
Canyon Gold Project:


●
              Required
      work expenditure:  $57,355 has already been completed.
      Further work postponed pending receipt of drill permit from U.S. Forest
      Service, which is expected later this year, and the receipt of additional
      funds.




●
              Claims
      maintenance: $9,416 has been paid through August 31, 2008, and an
      additional $3,000 will be due in September
2009.




●
              Annual
      payments: $0.





Dutch
Flat Gold Project:


●
              Required
      work expenditure:  $500,000 by March 31, 2009, of which $543,516
      was expended as of  March 31, 2009.  Further work will
      depend upon the timing and receipt of additional
  funds.




●
              Claims
      maintenance; $15,451 has been paid through August  31, 2008, and
      an additional $14,250 will be due in July
2009.




●
              Annual
      payments: $0.




PPM
Gold Project:


●
              Required
      work expenditure for first year; $175,000, of which $142,440 has been
      expended.  The difference is expected to be expended in the near
      future.  The timing and amount of additional work will depend
      upon the timing and amount of funding received.  Both parties
      wish to continue with the planned exploration program for the
      property.




●
              Current
      claims maintenance:  $28,781 has been paid through August 31,
      2008, and an additional $10,125 will be due in
      September  2009.




●
              Annual
      payments: $0.




15





Willow
Creek Project:


●
              Option
      and Earn-in Agreement was signed Initial signing fee of $10,000 was paid
      in December, 2007.  A cash advance of $300,000 was deposited for
      the first year’s exploration costs. In addition, 100,000 common shares
      were issued in July, 2008 valued at $15,000 in accordance with the Earn-in
      Agreement. As at March 31, 2009, the cash on deposit was $2,924, and
      $297,076 of those funds had been expended along with an additional $12,584
      for a total expenditure of $309,660, to complete the first year work
      commitment.  Additional work will depend upon the amount and
      timing of the receipt of additional funds.
                ●  Claims
      Maintenance:  $19,750 will be due in September
2009.
                
                ●  Annual
      Payments:  $10,000 in June 2009.  Also an additional
      $10,000 at that time toan
      underlying leaseholder.


Morgan
Pass Project:


●
              On
      May 20, 2008, a Letter of Intent was signed on the Morgan Pass
      Project.  The option and earn in agreement will not be prepared
      and signed until the property is released into ‘multiple use’
      classification by the Bureau of Land Management. Funds of $14,351 have
      been expended to date.




Argentite Gold
Project:.


On
      March 10, 2009, upon paying $2,500, the Company signed a Letter of Intent
      to enter into an Exploration Agreement with Option to form a Joint Venture
      on the Argentite gold property in western Nevada once the gold price
      exceeds $1,000 per ounce for more than 25 consecutive business days or
      after 90 days from the date of signing the Letter of Intent.  On
      signing the formal agreement, the Company will  pay $8,000 and
      will then undertake a work commitment of $750,000 over a five year period
      to earn a 51% interest in the property and the project, or up to a 70%
      interest upon completion of a bankable feasibility study.  In
      addition, the Company would make annual payments of $10,000 by the first
      anniversary of the agreement, $15,000 on the second anniversary, $20,000
      by the third anniversary and $25,000 by the fourth anniversary, all of
      which would be creditable against the work commitment. The Option and
      Earn-in Agreement has not yet been prepared or
  signed.





All of
these property agreements can be terminated on 30 to 60 days advance
notice.








Item
3. Quantitative and Qualitative Disclosure About Market Risks





Not Applicable.





Item
4T. Controls And Procedures





(A)            Evaluation
of Disclosure Controls and Procedures





Disclosure controls and procedures are
designed to ensure that information required to be disclosed in the reports
filed or submitted by us under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
rules and forms of the Securities and Exchange Commission. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to our
management, including our principal executive and financial officers, as
appropriate, to allow timely decisions regarding required
disclosure.





16





We carried out an evaluation, under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report. Based upon and as
of the date of that evaluation, our principal executive officer and financial
officers concluded that there were material weaknesses in our internal controls,
including those which relate to the review, approval and reconciliation of
accounting data and entries. We are addressing these issues by reviewing and
revising our internal accounting policies and procedures.





(B)            Changes
in Internal Control Over Financial Reporting





There has
been no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting, except that we have been looking for ways to
improve our internal controls by  seeking an outside consultant to
help us analyze, re-design and implement improved policies and procedures
affecting our business.








PART
II – OTHER INFORMATION




Item
1. Legal Proceedings





None.








Item
1A. Risk factors





Not Applicable.







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


During
the three months ended March 31, 2009, the Company completed the following
equity transactions:





In
January 2009, we issued 125,000 Units, each Unit consisting of one share of
Common Stock and one Common Stock Purchase Warrant, at a price of $0.04 per Unit
for proceeds of $5,000.  The Warrants are exercisable for a period of
two years and entitle the holder to purchase one share of Common Stock for $0.10
per Share.





In March
2009, we issued 100,000 Units, each Unit consisting of one share of Common Stock
and one Common Stock Purchase Warrant, at a price of $0.05 per Unit for proceeds
of $5,000.  The Warrants are exercisable for a period of two years and
entitle the holder to purchase one share of Common Stock for $0.15 per
Share.





In March
2009, we issued  200,000 Units, consisting of one share of Common
Stock and one Common Stock Purchase Warrant at a price of $0.05 per Unit for
proceeds of $10,000.  The Warrants are exercisable for a period of two
years and entitle the holder to purchase one share of Common Stock for $0.10 per
Share.





In March
2009, we  issued 500,000 shares of Common Stock with a fair value of
$0.05 per share or $25,000, as partial satisfaction of outstanding invoices
pursuant to a letter agreement dated October 1, 2007, with Columbus Gold (US)
Corporation, a Nevada corporation, regarding its Dutch Flat
Project.





17





The
issuances of securities  were made in reliance upon the exemptions
from registration provided under Section 4(2) and 4(6) of the Securities Act and
Rule 506 of Regulation D, promulgated by the SEC under federal securities laws
and comparable exemptions for sales to “accredited” investors under state
securities laws.





Item
3. Defaults Upon Senior Securities





None.








Item
4. Submission Of Matters To A Vote Of Security Holders





None.





Item
5. Other Information





None.





Item
6. Exhibits





Exhibit
      No
                
                Description





31.1
                      Certifications
      of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley
      Act.*31.2
                      Certifications
      of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley
      Act.*32.1
                      Certifications
      of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley
      Act.*32.2
                      Certifications
      of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley
      Act.*





____________


*Filed
herewith





18





SIGNATURES





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





PIEDMONT
      MINING COMPANY, INC.,
                a
      North Carolina CorporationDated:
      May 14, 2009
              /s/
      Robert M. Shields, Jr.By:  Robert
      M. Shields, Jr.
                Its:  Chief
      Executive Officer (Principal
                Executive
      Officer) and Chief Financial Officer
                (Principal
      Financial Officer and Principal Accounting
  Officer)








19