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, 2010





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 x                                No
o




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-2 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  12, 2010 there were 72,090,310 outstanding shares of the issuer’s
common stock.











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 or Plan of
    Operations
            13Item
      3. Quantitative and Qualitative Disclosures About Market
    Risks
            16Item
      4T. Controls and Procedures
            16PART
      II – OTHER INFORMATIONItem
      1. Legal Proceedings
            16Item
      1A. Risk Factors.
            16Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            17Item
      3. Defaults Upon Senior Securities
            17Item
      4. [Removed and Reserved]
            17Item
      5. Other Information
            17Item
      6. Exhibits
            17Signature
      Page
            18










PIEDMONT
MINING COMPANY, INC.


(An
Exploration Stage Company)





CONSOLIDATED
BALANCE SHEETS


(unaudited)


March
      31,
              2010
            
            
            December
      31, 2009ASSETSCURRENT
      ASSETSCash
            
            $
            822
            
            
            $
            16,466RECLAMATION BOND(Note
      4)
            
            
            11,565
            
            
            
            11,565MINERAL PROPERTIES(Note
      4)
            
            
            2
            
            
            
            2INTEREST IN OIL LEASES
      (Note 3)
            
            
            2
            
            
            
            2$
            12,391
            
            
            $
            28,035LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts payable
            
            $
            403,273
            
            
            $
            401,014Due to related parties (Note
      6)
            
            
            589,664
            
            
            
            538,724992,937
            
            
            
            939,738CAPITAL STOCK(Note
      7)Authorized:
              50,000,000 Preferred stock $1.00
      par value
              200,000,000 Common stock no par
      value
              Common stock issued and
      outstanding:
              71,923,643 shares (2009 –
      70,123,643)
            
            
            16,583,644
            
            
            
            16,550,144ADDITIONAL
      PAID IN CAPITAL
            
            
            872,644
            
            
            
            872,644SHARE
      SUBSCRIPTIONS RECEIVED
            
            
            -
            
            
            
            16,000ACCUMULATED
      DEFICIT
            
            
            (12,651,287
            )
            
            
            (12,564,287
            )DEFICIT
      ACCUMULATED DURING THE EXPLORATION STAGE
            
            
            (5,872,547
            )
            
            
            (5,786,204
            )STOCKHOLDERS’
      DEFICIT
            
            
            (980,546
            )
            
            
            (911,703
            )$
            12,391
            
            
            $
            28,035





CONTINGENCIES
AND COMMITMENTS (Notes 1 and 4)


SUBSEQUENT
EVENT (Note 9)





The
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,
              2010
            
            
            Three
      months ended
              March
      31,
              2009
            
            
            For
      the Period from January 1, 2002 (Date of Inception of Exploration Stage)
      to
              March
      31, 2010REVENUESOil revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            3,233EXPENSESDepreciation
            
            
            -
            
            
            
            65
            
            
            
            146,383Exploration, geological and
      geophysical costs
            
            
            577
            
            
            
            28,196
            
            
            
            2,320,087Finance fees
            
            
            -
            
            
            
            -
            
            
            
            191,200General and
      administrative
            
            
            12,319
            
            
            
            56,763
            
            
            
            910,891Impairment of mineral
      properties (Note 4)
            
            
            -
            
            
            
            -
            
            
            
            341,974Management fees
            
            
            42,000
            
            
            
            49,134
            
            
            
            1,056,872Professional
    fees
            
            
            31,447
            
            
            
            42,080
            
            
            
            894,10886,343
            
            
            
            176,238
            
            
            
            5,861,515LOSS
      BEFORE OTHER ITEMS
            
            
            (86,343
            )
            
            
            (176,238
            )
            
            
            (5,858,282
            )OTHER
      ITEMSInterest income
            
            
            -
            
            
            
            -
            
            
            
            32,325Other non-operating
      losses
            
            
            -
            
            
            
            -
            
            
            
            (46,590
            )NET
      LOSS FOR THE PERIOD
            
            $
            (86,343
            )
            
            $
            (176,238
            )
            
            $
            (5,872,547
            )








WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND
    DILUTED
            
            
            71,236,976
            
            
            
            68,745,588BASIC
      AND DILUTED LOSS PER SHARE
            
            $
            (0.001
            )
            
            $
            (0.003
            )







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,
              2010
            
            
            Three
      months ended
              March
      31,
              2009
            
            
            For
      the Period from January 1, 2002 (Date of Inception of Exploration Stage)
      to
              March
      31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet loss for the
      period
            
            $
            (86,343
            )
            
            $
            (176,238
            )
            
            $
            (5,872,547
            )Adjustments to reconcile net
      loss to net cash from operating activities- depreciation
            
            
            -
            
            
            
            65
            
            
            
            146,383- impairment of mineral
      properties
            
            
            -
            
            
            
            -
            
            
            
            341,974- stock based
      compensation
            
            
            -
            
            
            
            7,134
            
            
            
            409,468- warrants issued as finance
      fee
            
            
            -
            
            
            
            -
            
            
            
            92,100- stock issued as finance
      fee
            
            
            -
            
            
            
            -
            
            
            
            100,000- other income
            
            
            -
            
            
            
            -
            
            
            
            21,100- loss on other non-operating
      activities
            
            
            -
            
            
            
            -
            
            
            
            (21,000
            )Changes
      in operating assets and liabilities:- prepaid expenses and
      other
            
            
            -
            
            
            
            26,607
            
            
            
            949- due to related
      parties
            
            
            50,940
            
            
            
            60,876
            
            
            
            494,456- accounts payable and accrued
      liabilities
            
            
            2,259
            
            
            
            63,985
            
            
            
            456,124NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (33,144
            )
            
            
            (17,571
            )
            
            
            (3,830,993
            )CASH
      FLOWS USED IN INVESTING ACTIVITIESRefund of reclamation
      bond
            
            
            -
            
            
            
            -
            
            
            
            1,797Purchase of
      equipment
            
            
            -
            
            
            
            -
            
            
            
            (5,579
            )Purchase of oil and gas
      interests
            
            
            -
            
            
            
            -
            
            
            
            (2
            )Mineral property
      costs
            
            
            -
            
            
            
            (2,500
            )
            
            
            (296,042
            )Proceeds from non-operating
      activities
            
            
            -
            
            
            
            -
            
            
            
            97,125NET
      CASH USED IN INVESTING ACTIVITIES
            
            
            -
            
            
            
            (2,500
            )
            
            
            (202,701
            )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance of shares for cash, net
      of issuance costs
            
            
            17,500
            
            
            
            20,000
            
            
            
            3,742,674Convertible
notes
            
            
            -
            
            
            
            -
            
            
            
            291,145NET
      CASH FROM FINANCING ACTIVITIES
            
            
            17,500
            
            
            
            20,000
            
            
            
            4,033,819INCREASE
      (DECREASE) IN CASH
            
            
            (15,644
            )
            
            
            (71
            )
            
            
            125CASH,
      BEGINNING
            
            
            16,466
            
            
            
            582
            
            
            
            697CASH,
      ENDING
            
            $
            822
            
            
            $
            511
            
            
            $
            822





SUPPLEMENTARY
CASH FLOW INFORMATION (Note 8)





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, 2010


(unaudited)


NOTE
1:             
NATURE OF OPERATIONS





Piedmont
Mining Company, Inc. (the Company) was formed in 1983 under the laws of North
Carolina, USA and is currently in the exploration stage. Since 2002 the Company
has been primarily involved in the evaluation and exploration of mineral
properties in the state of Nevada.





The
Company’s focus is on the exploration of gold and silver mineral properties in
Nevada and also the acquisition of interests in producing oil and gas
properties.





Going
Concern


These
financial statements have been prepared in accordance with generally accepted
accounting principles in the United States of America with the 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, except for some minor cash flow from
interests in two oil wells. The Company has a history of losses and has a
working capital deficit of $992,115 and an accumulated deficit of $18,436,834 at
March 31, 2010.  The Company is dependent on the continued support of
its creditors and its ability to raise further capital to fund ongoing
expenditures for exploration and administration. In current market conditions
there is uncertainty that the necessary funding can be obtained as needed
raising substantial doubt as to the ability of the Company 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 plans to fund its ongoing operations primarily by way of private
placements of its securities, cash flow from interests in producing oil wells
and advances from management. 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 in 2008 and 2009
and the ensuing downturn in the economy and in the mineral exploration industry
have severely restricted the ability of many junior resource companies to raise
equity financing. If the Company is unsuccessful in raising adequate funding,
exploration activity will continue to 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, 2009, included in the Company’s Form 10-K filed
with the Securities and Exchange Commission on March 31, 2010. 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, 2010 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2010.





NOTE
2:              RECENT
ACCOUNTING PRONOUNCEMENTS





In June
2009, the FASB issued authoritative guidance on the consolidation of variable
interest entities, which is effective for the Company beginning January 1,
2010. The new guidance requires revised evaluations of whether entities
represent variable interest entities, ongoing assessments of control over such
entities, and additional disclosures for variable interests. The adoption of
this new guidance did not have a material impact on the financial
statements.





Certain
other recent accounting pronouncements have not been disclosed as they are not
applicable to the Company.


6


PIEDMONT
MINING COMPANY, INC. (An Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


March
31, 2010


(unaudited)


NOTE
3:              INTERESTS
IN OIL LEASES





The
Company has been granted interests in two oil wells in Tennessee in
consideration for $2 consisting of a 10.5% undivided working interest in one
well and a 6% over-riding royalty interest in another.  Cash flow from
oil production commenced in 2009.








NOTE
4:              MINERAL
PROPERTIES





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




Balance
      as at December 31, 2009and
      March 31, 2010Dutch
      Flat
            
            $
            1PPM
      Gold
            
            
            1$
            2Reclamation
      BondsPPM
      Gold
            
            $
            11,565





Bullion
Mountain Project


Effective
November 11, 2005, the Company entered into a ten year Mining Lease with Option
to Purchase on 17 claims in Lander County, Nevada pursuant to the following
terms:





1.      Lease
payments required:


On
signing:                  
  $5,000 plus $2,274 in claims fees reimbursement, paid


First
anniversary:           $5,000,
paid


Second
anniversary:     $10,000, paid


Third anniversary and each
thereafter:   $15,000





2.
            The
      Company must expend the following additional amounts in exploration and
      maintenance of the property during the first two years of the
      Agreement:


By November
2006:       $20,000, completed


By November
2007:       $50,000





In
September, 2007, this agreement was amended. The time for completing the
remaining work obligation was extended indefinitely.




This
agreement was terminated in the first quarter of 2010 and the Company recorded
an impairment loss of $35,000 at December 31, 2009.





PPM
Gold Project


In April,
2007, the Company signed an “Exploration Agreement with Option to form Joint
Venture” (the “Exploration Agreement”) with Miranda US, Inc., a wholly-owned
subsidiary of Miranda Gold Corp. (“Miranda”), a Canadian corporation listed on
the TSX Venture Exchange.


7


PIEDMONT
MINING COMPANY, INC. (An Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


March
31, 2010


(unaudited)


NOTE
4:              MINERAL
PROPERTIES (continued)





PPM
Gold Project (continued)


Under the
terms of the Exploration Agreement, the Company has an option to earn a 55%
interest in 81 mining claims, located in Humboldt County, Nevada pursuant to the
following terms:





1.
            On
      signing:  $25,000 to within 30 days of the effective date of the
      Exploration Agreement, paid


2.          The
Company shall incur a total of $1,750,000 in exploration work during a five year
period as follows:


Year
      1
            $175,000,
      partial completionYear
      2
            An
      additional $200,000Year
      3
            An
      additional $300,000Year
      4
            An
      additional $425,000Year
      5
            An
      additional $650,000





Upon
completing the total $1,750,000 work expenditure requirement, the Company will
have earned a 55% interest in the property and the project.  At that
point, the Company may enter into a joint venture with PPM Miranda, with the
Company being the operator.  After the first year of the agreement,
the Company may terminate the agreement at any time on 30 days written notice.
The Company must pay all claims maintenance fees, which will be creditable
against the work commitment expenditure requirement.





Dutch
Flat Gold Project


On July
2, 2006, the Company entered into a five year Exploration Agreement with Option
to form Joint Venture on 114 claims in Humboldt County, Nevada (the ‘Dutch Flat
Project’) pursuant to the following terms:





1.     Payment
upon
signing:           $35,000,
paid


2.
            The
      Company shall expend the following sums on exploration and maintenance of
      the property during the first 5 years of the
  Agreement:


Year
1                           $200,000,
completed


Year
2                           $300,000,
completed


Year
3                           $500,000


Year
4                           $500,000


Year
5                      
    $500,000


3.
            Upon
      completion of the $2,000,000 in exploration expenditures over the 5-year
      period, the Company shall have earned a 51% interest in the property and
      can then elect to either 1) form a joint venture at that point whereby the
      Company would own 51%, or 2) earn an additional 19% interest in the
      property by funding a positive feasibility study and then form a joint
      venture.  The Company would be the operator of the joint
      venture.


4.
            Six
      of these claims are subject to a 1.5% net smelter returns
      royalty.  Another company, in which one of the Company’s
      Directors has an interest, holds a 1% net smelter returns royalty on
      another sixteen of these claims.


5.     The
Company may terminate this Agreement at any time after the first year on 30 days
notice.





As of
March 31, 2010, the Company had made the initial payment of $35,000 and has
incurred $525,677 in exploration costs with respect to the Dutch Flat
Project.  The Company has not been able to meet its work expenditure
requirements in a timely manner due to lack of adequate funding but is planning
to do further exploration work when funds become available.  As a
result, the Company has written down the carrying value of this project to $1 at
December 31, 2009. Both parties have been meeting recently to discuss the next
drilling program on the property.





Willow
Creek Project


On June
16, 2008, the Company entered into an Exploration Agreement with Option to form
a Joint Venture with Carlin Gold Corporation (“Carlin”) on the Willow Creek
property, located in Elko County, Nevada. An initial payment of $10,000 wasmade in November, 2007
and $300,000 was advanced to Carlin on signing the agreement to cover the first
year’s work commitment.  In addition, 100,000 common shares valued at
$15,000 were issued to Carlin on July 8, 2008 to acquire the option interest
which was capitalized as a mineral property acquisition cost.





As of
December 31 2009, the Company had expended $300,000 on exploration, including
the $17,733 cost of a reclamation bond.  During the year ended
December 31, 2009 this agreement was terminated, and as a result the Company
recorded an impairment loss of $15,000 at December 31, 2009.  In
addition, the Company has written off a reclamation bond in the amount of
$15,976, net of recoveries, due to the uncertainty of recovery.


8





PIEDMONT
MINING COMPANY, INC. (An Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


March
31, 2010


(unaudited)


NOTE
4:                      MINERAL
PROPERTIES (continued)





Willow
Creek Project (continued)


The
Company was advised by its attorneys that Carlin claims a balance of $87,372 for
uncompleted work expenditure requirements owing to them under the above
agreement.  The Company believes this claim is without foundation or
merit and is disputing the amount.  The Company has not recorded a
liability in relation to the foregoing matters as the amount and likelihood of
loss, if any, cannot be determined at this time.





Morgan
Pass Project


On May
20, 2008, the Company signed a Letter of Intent with Nevada Eagle Resources LLC,
a wholly owned subsidiary of Gryphon Gold Corporation on the Morgan Pass
property located in Elko County, Nevada.  The Letter of Intent is
effective for five years, during which the parties will negotiate an
“Exploration Agreement with Option to Form Joint Venture” at such time as the
property is released into “multiple use” from a “wilderness study area”. Mineral
exploration is not permitted on BLM land that is classified as ‘Wilderness
Study’.  However, the BLM has recommended that this area be removed
from Wilderness Study and placed back into the ‘Multiple Use’ category,
whereupon exploration and drilling may then be permitted.





The
Company must:


-
            Make
      payments for staking and registration of initial claims
    (paid)


-
            Commencing
      with the 2008-2009 assessment year, make all required maintenance payments
      (paid to 2009)


-
            Make
      a payment of $20,000 upon release of the properties into “multiple use”
      classification


-
            Upon
      release of the properties into “multiple use”, a five year option and earn
      in agreement would be signed and a work program totaling $750,000 over a
      five year period would commence from the date of signing of the formal
      agreement.





As of
December 31, 2009, the Company had incurred $17,666 in exploration and
maintenance costs and the property is still classified as a “wilderness study
area”.





NOTE
5:              EQUIPMENT





March
      31, 2010
            
            
            December
      31, 2009Computer
      equipment
            
            $
            5,579
            
            
            $
            5,579Less:
      accumulated depreciation
            
            
            (5,579
            )
            
            
            (5,579
            )$
            -
            
            
            $
            65




9


PIEDMONT
MINING COMPANY, INC. (An Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


March
31, 2010


(unaudited)


NOTE
6:              DUE
TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS





During
the three months ended March 31, 2010 the Company incurred management fees of
$42,000 (2009: $42,000) to the Company’s President and CEO. In addition, the
Company reimburses the President for office rent which totaled $4,800 for the
three months ended March 31, 2010 (2009: $4,800).  At March 31, 2010 a
balance of $417,132 (December 31, 2009: $366,957) was owing to the President and
CEO for unpaid management fees, rent and expense reimbursements.





During
the three months ended March 31, 2010 the Company incurred exploration costs and
fees of $420 (2009: $31,170) to the Company’s Vice-President.  At
March 31, 2010 a balance of $33,554 (December 31, 2009: $33,254) was owing to
the Vice-President for unpaid fees, exploration costs and expense
reimbursements.





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 relating to these advances, which
include accrued interest, at March 31, 2010 was $138,978 (December 31, 2009:
$138,513).





No stock
options were granted to its officers or directors by the Company for the three
months ended March 31, 2010.  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.





NOTE
7:              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, 2010, the Company completed the following
equity transactions:





In
January, 2010, the Company completed a private placement offering of 1,000,000
units, consisting of one share of Common Stock and one common stock purchase
warrant at a price of $0.016 per unit, for proceeds of $16,000.  The
warrants are exercisable for a period of three years and entitle the holder to
purchase one share of common stock for $0.03 per share.  At December
31, 2009, the $16,000 had been received and was recorded as subscriptions
received.





In
February, 2010, the Company completed a private placement offering of 500,000
units, consisting of one share of Common Stock and one common stock purchase
warrant at a price of $0.02 per unit, for proceeds of $10,000.  The
warrants are exercisable for a period of three years and entitle the holder to
purchase one share of common stock for $0.04 per share.





In March,
2010, the Company completed a private placement offering of 300,000 units,
consisting of one share of Common Stock and one common stock purchase warrant at
a price of $0.025 per unit, for proceeds of $7,500.  The warrants are
exercisable for a period of two years and entitle the holder to purchase one
share of common stock for $0.04 per share.


10


PIEDMONT
MINING COMPANY, INC. (An Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


March
31, 2010


(unaudited)


NOTE
7:              CAPITAL
STOCK (continued)




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
discretionary basis.





No stock
options were granted during the three months ended March 31, 2010.





Below is
a summary of the stock option activity for the three months ended March 31,
2010.




WeightedNumber
      of
            
            
            AverageOptions
            
            
            Exercise
      PriceTotal
      Options:Outstanding,
      December 31, 2009
            
            
            5,475,000
            
            
            $
            0.237Expired
      March 31, 2010
            
            
            (1,025,000
            )
            
            
            0.214Outstanding,
      March 31, 2010
            
            
            4,450,000
            
            
            $
            0.246





WeightedNumber
      of
            
            
            AverageOptions
            
            
            Fair
      ValueNon-vested
      OptionsOutstanding,
      December 31, 2009 and March 31, 2010
            
            
            -
            
            
            $
            0.00





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





Weighted
              
              
              
              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
      PriceOptions
      outstanding at March 31, 2010
              
              Options
      exercisable at March 31, 2010$
      0.23 – 0.28
              4,450,000
              1.31
              $      0.246
              
              4,450,000
              1.31
              $     0.246Options
      outstanding at December 31, 2009
              
              Options
      exercisable at December 31, 2009$
      0.20 – 0.28
              5,475,000
              1.30
              $      0.237
              
              5,475,000
              1.30
              $     0.237


The
outstanding and exercisable stock options had no intrinsic value at March 31,
2010.


11





PIEDMONT
MINING COMPANY, INC. (An Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


March
31, 2010


(unaudited)


NOTE
7:              CAPITAL
STOCK (continued)





Common
stock purchase warrants


Total
outstanding warrants at March 31, 2010 were 8,126,330.  The exercise
prices on all warrants range from $0.03 to $0.40 per share. The warrants are
exercisable immediately upon issuance and the expiration dates range between two
and five years after issuance.





During
the three months ended March 31, 2010, the Company issued warrants relating to
unit private placements granting holders the right to purchase 1,800,000 shares
of common stock. The exercise price on these warrants range from $0.03 to $0.04
per share. The warrants were exercisable immediately upon issuance and the
expiration dates are from two to three years after issuance. The Company
estimated the total fair market value of these warrants to be $17,339 at the
date of grant, using the BSM pricing model using an expected life of one year, a
risk-free interest rate of 2% and an average expected volatility of 153%. The
fair value of the warrants has been included in capital stock.





The
warrants exercisable at March 31, 2010 had an intrinsic value of
$5,000.





A summary
of the Company’s stock purchase warrants as of March 31, 2010 is presented
below:





Number
      of
              Warrants
            
            
            Weighted
      average
              exercise
      price
            
            
            Weighted
      average
              remaining
      life (years)Balance,
      December 31, 2009
            
            
            6,454,868
            
            
            
            0.24
            
            
            
            0.69Issued
            
            
            1,800,000
            
            
            
            0.03
            
            
            
            2.56Exercised
            
            
            -
            
            
            
            
            
            
            
            -Expired
            
            
            (128,538
            )
            
            
            0.56
            
            
            
            -Balance,
      March 31, 2010
            
            
            8,126,330
            
            
            
            0.19
            
            
            
            0.95








NOTE
8:              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 debt.





Other
      information
            
            Three
      months ended
              March
      31, 2010
            
            
            Three
      months ended
              March
      31, 2009Cash paid for
      interest
            
            $
            -
            
            
            $
            -Cash paid for income
      taxes
            
            $
            -
            
            
            $
            -







NOTE
9:              SUBSEQUENT
EVENTS





In April,
2010, the Company completed a private placement offering of 166,667 units,
consisting of one share of common stock and one common stock purchase warrant at
a price of $0.03 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 $0.045 per share.


12





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





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, 2009  that was filed with the
Securities and Exchange Commission on March 31, 2010.





Overview
of Business





We are a
North Carolina corporation formed in 1983. From our inception until 1992, we
were engaged in exploration for, and production of, gold and other precious
metals and the evaluation of gold properties in North Carolina and South
Carolina. From 1983 until 1992 we were engaged in exploration, mining and
production of gold and silver at our Haile Mine Property near Kershaw, South
Carolina. Our operations ceased at the Haile Mine Property in 1993. 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 in the state of Nevada.





We
currently have agreements on three different exploration properties in the state
of Nevada. Subject to the availability of adequate funding, we plan 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. We
do not know whether a commercially viable ore body will be located on any of our
mineral properties. Our current exploration plans are limited to research and
exploration in the state of Nevada.





Although
we have obtained a source of limited cash flow from our interest in two oil
wells in Tennessee during the third quarter of 2009, there is no assurance that
we have receive any cash flow in the future.  Our ability to continue
our exploration activities, fund ongoing expenditures, and continue as a going
concern is dependent on our ability to obtain additional capital.  We
plan to fund our ongoing operations by way of private placements of securities,
cash flow from interests in producing oil wells and advances from our
management.  Management believes continued  efforts to sell
securities as well as advances from management will contribute toward funding
our activities until appropriate levels of funding can be arranged, revenue can
be earned from the properties either through production or sale, or a merger can
be arranged.  In light of the conditions of the global economy, there
is no guarantee that we will be able to raise the required capital to continue
as a going concern.





Going
Concern





The
report of our independent auditors in our December 31, 2009 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 $18,436,834 and a working capital deficit
of $992,115 at December 31, 2009. 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.


13


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





In the third quarter of 2009, the
Company received its first revenues from interests in two oil wells for a total
of $3,233. The Company did not receive any revenues during the three months
ended March 31, 2010, and there is no assurance that the Company will receive
any revenues in the future.





We do not
anticipate that any significant revenues will be achieved from gold and silver
exploration properties until we either:





·
            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;





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





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.





Expenses for the Three Month Period
ending March 31, 2010 vs. March 31, 2009




Exploration,
geological and geophysical costs decreased by $27,619, or (97.95%) to $577
for the three months ended March 31, 2010 as compared to $28,196 for the three
months ended March 31, 2009.  The principal reason for this decrease
was suspension of exploration activities due to lack of
funding.





Management
fees decreased by $7,134, or (14.52%) to $42,000 for the three months ended
March 31, 2010 as compared to $49,134 for the three months ended March 31, 2009.
The reason for this decrease was the fully expensing of vested stock option
compensation at December 31, 2009.




For the three months ended March 31,
2010, professional fees decreased $10,633, or (25.27%) to $31,447 as
compared to $42,080 for the three months ended March 31, 2009.  This
change for the three month period is due to a decrease in legal fees of $4,656
as the Company had not finalized any new agreements for the quarter and a
decrease in accounting fees of $5,977 due to increased
efficiencies.




Depreciation
expense decreased by $65, or (100%), to $0 for the three months ended March 31,
20109 as compared to $65 for the three months ended March 31,
2009.  The principal reason for this change is attributable to
equipment becoming fully depreciated.





Liquidity and Financial Condition





Cash
and Working Capital





We are in the exploration stage and to
date has not yet generated any net revenues or cash flow from its activities,
except for some minor cash flow from interests in two oil wells. The Company has
a history of losses.  We had an accumulated deficit of ($18,350,491)
from our inception in 1983 to December 31, 2009, and an accumulated deficit of
($18,436,834) at March 31, 2010.  We had a working capital deficit of
$992,115 at March 31, 2010 and $923,272 at December
31, 2009  We have no contingencies or long-term obligations except for
our work commitments described under our property agreements on our leased
properties. These agreements can be terminated by us upon either 30 or 60 days
notice.


14





We had a
cash balance of $16,466 on December 31, 2009 and a cash balance of $822 on March
31, 2010.  For the three month period ending March 31, 2010, we had
net cash outflows of $15,644.  We had current liabilities of $992,937,
which consisted of approximately 41% in accounts payable and 52% in amounts due
to related parties for management fees, expenses and reimbursements, as of March
31, 2010.





The cash
flows used in operations for the three month period ended March 31, 2010 were
$33,144 compared with $17,571 for the same period in 2009.  Cash flows
used in operations for the three month period ended March 31, 2010 consisted
primarily of a net loss of $86,343, a decrease in stock based compensation of
$7,134, a decrease in prepaid expenses of $26,607, a decrease in accounts
payable and accrued liabilities of $61,726 and a decrease of $9,936 to accrued
expenses for amounts unpaid to related parties, as compared to March 31,
2009.





Net cash
flows provided by equity financing activities were $17,500 versus $20,000 during
the same period in 2009.




Internal
and External Sources of Liquidity




During the remaining fiscal year 2010,
we plan to fund our operations through offer and sale of our securities, by
advances from management and from cash flow provided by interests in oil and gas
wells.  We are dependent on the continued support of our creditors and our
ability to raise further capital to fund ongoing expenditures for exploration
and administration. In current market conditions there is uncertainty that the
necessary funding can be obtained as needed raising substantial doubt as to the
ability of the Company to continue operating as a going concern.  In
the event, we are unable to raise additional capital, we will not be able to
meet our obligations and will be required to curtail or terminate some of our
planned exploration program.




Contractual
Obligations





We have
no commitments for capital expenditures.





We do not
engage in hedging transactions and we have no hedged mineral
resources.





At March
31, 2010 we are committed to making certain exploration work expenditures, lease
and option payments, and claims maintenance payments on properties as
follows.





Dutch
Flat Gold Project:





·
            Required
      work expenditure: $500,000 by July, 2010, of which $25,677 was expended as
      of March 31, 2010.  Further work will depend upon the timing and
      receipt of additional funds.  Both parties have recently been
      meeting to plan and prepare for the next drill program for the
      property.





·
            Claims
      maintenance fees have been paid through August 31,
  2010.





·
            Annual
      payments; $0.




PPM
Gold Project:
 
 ·
              Required
      work expenditure to April 2008: $175,000, of which $151,127 has been
      expended; to April 2009; $200,000; to April 2010 $300,000.  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 once adequate funding can
      be obtained to conduct further exploration on the
  property.
 
 ·
              Claims
      maintenance fees have been paid through August 31, 2010.·
              Annual
      payments; $0.




15





Morgan
Pass Gold 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 $17,666 have
      been expended to date.   Claims maintenance fees have been
      paid through August 31, 2010.





Off-Balance
Sheet Arrangements





We have no off-balance sheet
arrangements.





We do not
engage in hedging transactions and we have no hedged resources.








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.




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 some weaknesses in our internal controls,
including those which relate to the review, approval and reconciliation of
accounting data and entries. Accordingly, we believe that our disclosure
controls and procedures were ineffective as of the end of the period covered by
this quarterly report.  We hope to address these issues by reviewing
and revising our internal accounting policies and procedures in the near
future.





(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 continue to look for ways to
improve our internal controls.








PART
II – OTHER INFORMATION





Item
1. Legal Proceedings





To the
best knowledge of management, there are no material legal proceedings pending
against the Company.





Item
1A. Risk factors





Not Applicable.


16


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





During
the three months ended March 31, 2010, the Company completed the following
equity transactions:





In
January, 2010, the Company completed a private placement offering of 1,000,000
units, consisting of one share of Common Stock and one common stock purchase
warrant at a price of $0.016 per unit, for proceeds of $16,000.  The
warrants are exercisable for a period of three years and entitle the holder to
purchase one share of common stock for $0.03 per share.  At December
31, 2009, the $16,000 had been received.





In
February, 2010, the Company completed a private placement offering of 500,000
units, consisting of one share of Common Stock and one common stock purchase
warrant at a price of $0.02 per unit, for proceeds of $10,000.  The
warrants are exercisable for a period of three years and entitle the holder to
purchase one share of common stock for $0.04 per share.





In March,
2010, the Company completed a private placement offering of 300,000 units,
consisting of one share of Common Stock and one common stock purchase warrant at
a price of $0.025 per unit, for proceeds of $7,500.  The warrants are
exercisable for a period of two years and entitle the holder to purchase one
share of common stock for $0.04 per share.





Subsequent
to March 31, 2010





In April,
2010, the Company completed a private placement offering of 166,667 units,
consisting of one share of common stock and one common stock purchase warrant at
a price of $0.03 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 $0.045 per share.








The
issuances of Common Stock was made by us 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. [Removed and Reserved]





Item
5. Other Information





None.





Item
6. Exhibits





Exhibit
      No.
            Description31.1
            Certification
      Pursuant to Section 302*32.1
            Certification
      Pursuant to 18 U.S.C. Section 1350*


________________


*Filed
herewith


17


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 20, 2010
            /s/ Robert M. Shields, Jr.By:  Robert
      M. Shields, Jr.
              Its:  Chief
      Executive Officer(PrincipalExecutive
      Officer)and
      Chief Financial Officer(Principal
      Financial Officer and Principal Accounting
  Officer)






18


---