UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2010~~2011.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 000-29321

MONTANA MINING CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

87-0643635

(I.R.S. Employer

Identification No.)

1403 East 900 South, Salt Lake City, Utah 84105

(Address of principal executive offices) (Zip Code)

(801) 582-9609

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuer’s common stock, $0.001 par value (the only class of voting stock), at ~~November~~May 1113, ~~2010~~2011 was 2223,~~498~~676,~~703~~843.

~~TABLE OF CONTENTS~~1

PART I – FINANCIAL INFORMATION
TABLE OF CONTENTS PART 1- FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item1.	Financial Statements:	3
	Consolidated Balance Sheets for March 31, 2011(Unaudited) and December 31, 2010	4
	Unaudited Consolidated Statements of Operations for the three Months ended March 31, 2011 and 2010, and the period since inception	5
	Unaudited Consolidated Statements of Cash Flows for the three Months Ended March 31, 2011 and 2010, and the period since inception	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14
	PART II-OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	(Removed and Reserved)	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
	Signatures	19
	Index to Exhibits	20

~~Consolidated Balance Sheets for September 30, 2010 (Unaudited) and December 31, 2009 4~~2

Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009, and the period since inception...................................... 5

Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009, and the period since inception............................................................................ 6

Notes to Unaudited Consolidated Financial Statement s 7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of
	Operations	12

Item 3. Quantitative and Qualitative Disclosures about Market Risk.......................................... 16 Item 4. Controls and Procedures................................................................................................ 16

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.......................................................................................................... 17 Item 1A. Risk Factors.......................................................................................................... 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........................................ 19 Item 3. Defaults upon Senior Securities..................................................................................... 20 Item 4. (Removed and Reserved).............................................................................................. 20 Item 5. Other Information.......................................................................................................... 20 Item 6. Exhibits......................................................................................................................... 20 Signatures..................................................................................................................................... 21 Index to Exhibits.......................................................................................................................... 22

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Montana Mining Corp., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

MONTANA MINING CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
		September 30,	December 31,
		March 31,	December 31,
		2010	2009
		2011	2010
ASSETS		(Unaudited)	(Audited)
Current assets:
Cash	$	~~582~~250,~~071~~202	~~101~~334,592
Interest receivable		745	10,592
Total current assets		250,000	334,592
Notes receivable		149,265	95,227
Interest receivable		11,221	4,870
Total current assets	$	732,081	105,920
Note receivable		452,462	378,963
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total assets	$	713,885	718,425
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	35,~~002~~442	~~17,816~~-
Related party accounts payable		58,907	54,739
Related party payable		2,544	1,830
Related party interest payable		-	11,141
Total current liabilities		7,986	1,830
Related party notes payable,
net of beneficial conversion feature		-	62,470
Total current liabilities		61,909	146,166
Commitments
Stockholders' equity (deficit):
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding		-	-
Common stock, $.001 par value, 500,000,000 shares
Common stock, $0.001 par value, 500,000,000 shares
authorized, 22,498,703 and 7,146,318 shares
authorized, 23,676,843 shares issued and outstanding		23,677	23,677
issued and outstanding respectively		22,499	7,146
Additional paid-in capital		1,074,973	1,074,973
Additional paid-in capital		1,017,244	265,578
Deficit accumulated during the development stage		(392,751)	(382,055)
Deficit accumulated during the development stage		(369,571)	(312,970)
Total stockholders' equity		705,899	716,595
Total stockholders' equity (deficit)		670,172	(40,246)
Total liabilities and stockholders' equity	$	713,885	718,425
Total liabilities and stockholders' equity (deficit)	$	732,081	105,920

The accompanying notes are an integral part of these financial statements

MONTANA MINING CORP.
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
		Three Months Ended		~~Nine Months Ended~~
		September 30,		September 30,		Cumulative
		March 31,		Cumulative
		2010	2009	2010	2009	Amounts
		2011	2010	Amounts
Revenue	$	-	-	-	-	-
Operating expenses:
General and administrative costs		1417,~~888~~284	31,~~010~~813	38312,~~534~~885	~~21,291~~	~~278,553~~
Impairment of franchise agreement		-	-	-25,000	-	~~25,000~~
Loss from operations		(1417,~~888~~284)	(31,~~010~~813)	(38337,~~534~~885)	~~(21,291)~~	~~(303,553)~~
Other income (expense):
Interest income		16,~~430~~588	2,~~737~~790	628,~~779~~523	~~7,101~~	~~17,371~~
Interest expense		~~(23,120)~~-	(12,~~545~~843)	(48107,~~733~~276)	~~(37,553)~~	~~(107,276)~~
Gain on sale of PWS rights		~~23,887~~-	-	23,887	-	~~23,887~~
Loss before income taxes		(1210,~~691~~696)	(1211,~~818~~866)	(56392,~~601~~751)	~~(51,743)~~	~~(369,571)~~
Provision for income taxes		-	-	-	-	-
Net loss	$	(1210,~~691~~696)	(1211,~~818~~866)	(56392,~~601~~751)	~~(51,743)~~	~~(369,571)~~
Loss per common share - basic and diluted	$	-	-	-	~~(0.01)~~
Weighted average common shares -
basic and diluted		2123,~~520~~676,~~442~~843	7,146,318	~~12,042,918~~	~~7,146,318~~

The accompanying notes are an integral part of these financial statements

MONTANA MINING CORP.
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
		Nine Months Ended
		Three Months Ended
		September 30,		Cumulative
		March 31,		Cumulative
		2010	2009	Amounts
		2011	2010	Amounts
Cash flows from operating activities:
Net loss	$	(5610,~~601~~696)	(5111,~~743~~866)	(~~369~~392,~~571~~751)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock compensation expense		-	-	5,007
Impairment of franchise agreement		-	-	25,000
Gain on foreign currency transaction		-	(113,~~515~~253)	(13,152)
Amortization of beneficial conversion feature		~~40,000~~-	3010,000	80,000
Gain on sale of PWS rights		~~(23,887)~~-	-	(23,887)
(Increase) decrease in:
Interest receivable		9(6,~~847~~351)	(72,~~101~~791)	(~~745~~11,221)
Increase (decrease) in:
Accounts payable		~~(14~~5,~~814)~~442	11(3,~~182~~292)	35,~~002~~442
Related party accounts payable		4,168	21,566	48,907
Related party payable		714	3,344	61,451
Related party interest payable		~~(11,141)~~-	72,~~553~~843	~~7,402~~-
Net cash used in operating activities		(5210,~~428~~891)	(585,015)	(~~238~~264,~~037~~111)
Cash flows from investing activities:
Purchase of franchise agreement		-	-	(25,000)
Payments on note receivable		95,227	-	95,227
Collection of note receivable		-	-	95,227
Issuance of note receivable		(149,265)	-	(231,340)
Increase in note receivable		(73,499)	-	(534,537)
Gain on sale of PWS rights		~~23,887~~-	-	23,887
Net cash used in investing activities		(3073,~~151~~499)	-	(~~137~~440,~~226~~423)
Cash flows from financing activities:
Proceeds from related party notes payable		~~8,000~~-	~~100~~5,000	~~196~~193,~~410~~812
Payments on related party notes payable		~~(110,470)~~-	-	(110,470)
Decrease in stock subscription receivable		-	-	465
Issuance of common stock		~~767,019~~-	-	870,929
Net cash provided by financing activities		~~664,549~~-	~~100~~5,000	~~957~~954,~~334~~736
Net increase in cash		581,970	42	582,071
Net increase (decrease) in cash		(84,390)	(15)	250,202
Cash, beginning of period		~~101~~334,592	74101	-
Cash, end of period	$	~~582~~250,~~071~~202	~~116~~86	~~582~~250,~~071~~202

The accompanying notes are an integral part of these financial statements

MONTANA MINING CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2010~~2011

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by management in accordance with the instructions in Form 10-Q and, therefore, do not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Company’s Form 10-K for the year ended December 31, ~~2009~~2010, filed with the Securities and Exchange Commission. These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim operations are not necessarily indicative of the results to be expected for the full year ended December 31, ~~2010~~2011.

Note 2 – Additional Footnotes Included By Reference

Except as indicated in the following Notes, there have been no other material changes in the information disclosed in the notes to the financial statements included in the Company’s Form 10-K for the year ended December 31, ~~2009~~2010, filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by reference.

Note 3 – Going Concern

As of ~~September~~March 3031, ~~2010~~2011, the Company’s revenue generating activities are not in place, and the Company has incurred losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to seek additional equity or debt financing in the event it completes the acquisition of JBP, S.AR.L. (JBP) (see Note 6). There can be no assurance that such funds will be available to the Company or that it will complete its acquisition of JBP.

Note 4 – ~~Notes~~Note Receivable

~~During~~The ~~the~~Company ~~quarter~~has ~~ended~~made ~~September~~cash ~~30,~~advances ~~2010, the Company loaned $149,265~~ to JBP (see Note 76). ~~This~~under a secured note receivable. The note is secured by all assets of JBP, bears interest at 6%, and is due noDecember ~~later than September 30~~31, ~~2011~~2012.

~~During~~Note ~~the~~5 ~~quarter~~– ~~ended~~Related ~~September~~Party ~~30, 2010, the Company received payment in full on its note receivable from Produced Water Solutions, Inc. / Dobhai Ventures, Inc. (See Note 9).~~Payables

		March 31,	December 31,
Related party accounts payable consist of the following:		2011	2010
		(Unaudited)	(Audited)
Payable to a company owned by an officer and shareholder of the Company. The payable is non-interest bearing, due on demand and unsecured	$	2,544	1,830

~~MONTANA MINING CORP.~~7

(AMONTANA ~~Development~~MINING ~~Stage Company)~~CORP.

~~NOTES~~(A TODevelopment ~~UNAUDITED~~Stage ~~CONSOLIDATED FINANCIAL STATEMENTS~~Company)

~~September~~NOTES ~~30,~~TO ~~2010~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~Note~~March 531, ~~– Sales of Common Stock and Change of Control~~2011

OnNote ~~September~~6 ~~30,~~–Purchase ~~2010, an individual purchased 1,000,000 shares of the Company’s common stock in exchange for $50,000.~~Agreement

On ~~June~~August 3020, 2010, anthe ~~individual~~Company ~~purchased~~entered ~~10,534,527~~into ~~shares~~a ofPurchase Agreement (the ~~Company’s~~Agreement) ~~common~~with ~~stock~~Park orCapital ~~49%~~(Park) ofto ~~our~~acquire ~~outstanding~~JBP, ~~common~~S.R.L. ~~stock~~(JBP) inas ~~exchange~~a ~~for~~wholly-owned ~~$526,726~~subsidiary. inPursuant ~~connection~~to ~~with~~the Agreement, the Company’s ~~intention~~will to acquire all of the issued and outstanding shares of JBP from Park ~~Capital~~in ~~Management,~~exchange ~~Inc.~~for ~~(Park),~~fifteen amillion ~~minimum~~two ~~private~~hundred ~~placement~~and ofeighty-two ~~equity~~thousand ~~being~~one ahundred ~~condition~~and twenty (15,282,120) shares of ~~the~~common ~~intended~~stock ~~acquisition.~~and ~~The~~six ~~same~~million ~~subscriber’s~~eight ~~equity~~hundred ~~interest~~and intwenty-four ~~our~~thousand ~~common~~and ~~stock~~three ~~constituted~~hundred a(6,824,300) ~~change~~share inpurchase ~~control~~warrants to be exercised within ten years of the ~~Company~~grant date at an exercise price of $0.005 a share.

OnThe ~~June~~Agreement ~~30,~~further ~~2010,~~requires anthat ~~individual~~the ~~purchased~~Company 3pay a finder’s fee comprised of one million five hundred and twenty-eight thousand two hundred and twelve (1,~~817~~528,~~858~~212) shares of ~~the Company’s~~ common stock and six hundred and eighty-two thousand four hundred and thirty (682,430) orshare ~~18%~~purchase warrants to be exercised within three years of ~~our~~the ~~outstanding~~grant ~~common~~date ~~stock,~~at inan ~~exchange~~exercise ~~for~~price of $~~190,893~~0.06 a share.

~~Note~~The 6Company –has ~~Related~~satisfied ~~Party~~the ~~Payables~~financing precondition and is now in the process of working with JBP to conclude its due diligence inquiry into JBP, its assets, business, and prospects.

~~Related~~Note ~~party~~7 ~~notes~~– ~~payable~~Subsequent ~~consist of the following:~~Events

		September 30, 2010 (Unaudited)	December 31, 2010 (Audited)
Note payable to a shareholder of the Company for $100,000, bearing 10% at interest, due December 31, 2010, net of a beneficial conversion feature of $0. The note is convertible into shares at $0.05 at the holder’s option. Accrued interest at September 30, 2010 and December 31, 2009 was $0 and $11,014 respectively.	$	-	60,000
Note payable to a company owned by an officer and shareholder of the Company. The note is non-interest bearing, due on demand and unsecured.		-	1,185
Note payable to a shareholder of the Company. The note includes interest of 10%, is due on demand and unsecured. Accrued interest at September 30, 2010 and December 31, 2009 was $0 and $127, respectively.		-	985
Note payable to an officer and shareholder of the Company. The note is non-interest bearing, due on demand and unsecured.		-	300
		-	62,470
Less current portion		-	(62,470)
	$	-	-

The Company evaluated its March 31, 2011 financial statements for subsequent events through the date the financial statements were issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

Note 8 – Recent Accounting Pronouncements

~~MONTANA~~In ~~MINING~~January ~~CORP~~2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2011-01 (ASU 2011-01) Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. ASU 2011-01 temporarily delays the effective date of the disclosures about troubled debt restructurings. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, the guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. The Company does not expect the provisions of ASU 2011-01 to have a material effect on its financial position, results of operations or cash flows.

~~(A Development Stage Company)~~8

~~NOTES~~MONTANA TOMINING ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~CORP.

~~September~~(A ~~30,~~Development ~~2010~~Stage Company)

~~Note~~NOTES 6TO –UNAUDITED ~~Related~~CONSOLIDATED ~~Party~~FINANCIAL ~~Payables (continued)~~STATEMENTS

~~Related~~March ~~party~~31, ~~accounts payable consist of the following:~~2011

		September 30, 2010 (Unaudited)	December 31, 2010 (Audited)
Payable to an officer and shareholder of the Company for consulting services. The payable is non-interest bearing, due on demand and unsecured.	$	37,000	34,000
Payable to a company owned by an officer and shareholder of the Company. The payable is non-interest bearing, due on demand and unsecured.		21,907	20,739
	$	58,907	54,739

Note 8 – Recent Accounting Pronouncements (continued)

~~Note~~In 7October –2009, ~~Supplemental~~the ~~Cash~~FASB ~~Flow~~issued ~~Information~~Accounting Standards Update (“ASU”) No. 2009-13, Multiple-Deliverable Revenue Arrangements, or “ASU 2009-13.” ASU 2009-13 establishes the accounting and reporting guidance for arrangements that include multiple revenue-generating activities, and provides amendments to the criteria for separating deliverables, and measuring and allocating arrangement consideration to one or more units of accounting. The amendments in ASU 2009-13 also establish a hierarchy for determining the selling price of a deliverable. Enhanced disclosures are also required to provide information about a vendor’s multiple-deliverable revenue arrangements, including information about the nature and terms of the arrangement, significant deliverables, and the vendor’s performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, or January 1, 2011 for us. The adoption of ASU 2009-13 did not have a material impact on our financial position or results of operations.

~~During~~In ~~the~~July ~~nine~~2010, ~~months~~the ~~ended~~FASB ~~September~~issued ~~30,~~ASU No. 2010-20 “Disclosures about the credit quality of financing receivables and ~~2009~~the allowance for credit losses”, ~~actual~~which ~~amounts~~requires ~~paid~~expanded ~~for~~disclosures ~~interest~~about ~~were~~the ~~$19,874~~credit quality of an entity’s financing receivables and $0its ~~respectively~~allowance for credit loss on a disaggregated basis. NoThis ~~amounts~~ASU ~~were~~is ~~paid~~effective for ~~income~~annual ~~taxes~~reporting inperiods ending on or after December 15, 2011. The adoption of this ASU did not have a material impact on the ~~same~~Company’s ~~periods~~consolidated financial statements.

~~Note~~In 8April 2010, –the ~~Asset~~Financial ~~Purchase~~Accounting ~~Agreement~~Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-13, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification (“ASC”) Topic 718 was amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The adoption of this guidance will not have a material impact on our financial position and results of operations.

OnOther ~~August~~pronouncements ~~20,~~issued ~~2010,~~by the ~~Company~~FASB ~~entered~~or ~~into~~other anauthoritative ~~Asset~~accounting ~~Purchase~~standards ~~Agreement~~groups ~~(the Agreement)~~ with ~~Park~~future toeffective ~~acquire~~dates ~~JBP~~are aseither anot ~~wholly~~applicable ~~owned subsidiary on~~ or ~~before~~are ~~November~~not ~~12,~~expected ~~2010. Pursuant~~ to ~~the~~be ~~Agreement,~~significant ~~the Company is~~ to ~~acquire all of~~ the ~~issued~~financial ~~and~~statements ~~outstanding shares~~ of JBP from Park in exchange for fifteen million two hundred and eighty-two thousand one hundred and twenty (15,282,120) shares of common stock and six million eight hundred and twenty-four thousand and three hundred (6,824,300) share purchase warrants to be exercised within ten years of the ~~date of grant at an exercise price of $0.005 a share. The Agreement further requires that the~~ Company pay a finder’s fee comprised of one million five hundred and twenty-eight thousand two hundred and twelve (1,528,212) shares and six hundred and eighty-two thousand four hundred and thirty (682,430) share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.~~06 a share and raise no less than seven hundred and fifty thousand Canadian dollars (CDN$750,000), approximately USD $718,000.~~

The Company has satisfied the financing precondition and is now in the process of working with JBP on its due diligence inquiry into JBP, its assets, business, and prospects. The initial closing date of the transaction has been extended to accommodate the completion of due diligence.9

9Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

~~MONTANA~~ CONDITION ~~MINING~~AND ~~CORP.~~RESULTS OF OPERATIONS

(AThis ~~Development~~Management’s ~~Stage~~Discussion ~~Company)~~and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Information presented herein is based on the three month period ended March 31, 2011 and the period since inception to March 31, 2011. Our fiscal year end is December 31.

~~NOTES~~Discussion TOand ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Analysis

~~September~~Our 30plan of operation over the next twelve to twenty four months is to design, ~~2010~~construct and operate a premiere destination resort in the Dominican Republic to be known as ParkVida that will be focused on mountain biking of all disciplines (i.e. downhill, cross-country, free ride, dirt jump, trials/street, and cyclocross) in addition to a host of other exciting activities.

~~Note~~On 9August –20, ~~Share~~2010, ~~Exchange~~we ~~Agreement~~entered into an agreement, as amended, with Park Capital Management, Inc. (Park) to acquire JBP S.R.L (JBP) as a wholly-owned subsidiary. The agreement requires that we issue fifteen million two hundred and ~~Assignment~~eighty-two ~~Agreement~~thousand one hundred and twenty (15,282,120) shares of common stock and six million eight hundred and twenty-four thousand and three hundred (6,824,300) share purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 a share to the shareholders of Park. The agreement further requires that we pay a finder’s fee of one million five hundred and twenty-eight thousand two hundred and twelve (1,528,212) shares and six hundred and eighty-two thousand four hundred and thirty (682,430) share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.06 a share. The transaction is conditioned on the realization of certain milestones on or before closing the transaction, including a private placement. We have since completed the private placement of and are now in the process of completing our due diligence inquiry. Proceeds of the private placement are being used primarily for the development of the project through a series of secured loans to JBP. We have not closed the transaction with JBP though we do anticipate closing during the third quarter of 2011.

OnShould ~~November~~we ~~20,~~close ~~2008,~~ the ~~Company~~acquisition ~~signed~~of aJBP, ~~Share~~as ~~Exchange~~anticipated, ~~Agreement (~~the ~~Agreement)~~Company ~~with~~will ~~Produced~~require ~~Water~~a ~~Solutions,~~minimum ~~Inc. (PWS) and the shareholders~~ of ~~PWS~~$10 tomillion ~~acquire~~dollars ~~PWS~~in asadditional adebt ~~wholly-owned subsidiary on~~ or ~~before~~equity ~~July~~funding ~~17,~~in ~~2009~~2011. ~~Pursuant~~Such tofinancing ~~the~~is ~~Agreement~~not ~~the~~currently ~~Company~~committed ~~was to acquire all of the issued~~ and ~~outstanding~~there ~~shares~~can ofbe ~~PWS~~no inassurance ~~exchange~~that ~~for~~such ~~8,000,000~~financing ~~shares~~will ofbe ~~common~~available ~~stock~~within of the ~~Company~~next totwelve bemonths. ~~distributed~~In ~~pro rata to~~ the ~~shareholders~~event ofwe ~~PWS.~~do Atnot ~~the~~close ~~inception~~our ofanticipated ~~the~~transaction ~~agreement~~to ~~and~~acquire asJBP, anthe ~~inducement~~Company towill ~~enter~~have ~~into~~sufficient ~~the~~funding ~~Agreement,~~over the ~~Company~~next ~~loaned~~12 ~~PWS~~months ~~$100,000~~to ~~Canadian~~maintain ~~dollars,~~operations inand ~~the~~seek ~~form~~out ofan aalternative ~~promissory~~business ~~note~~opportunity.

OnResults ~~August 26, 2009, the Company entered into an Assignment Agreement (the Assignment) with Dobhai Ventures, Inc., (Dobhai), Produced Water Solutions, Inc. (PWS), and the shareholders~~ of PWS in order to assign the Company’s interest in the Agreement with PWS to Dobhai for $1.00. The Assignment also provided that, if Dobhai acquired PWS, that the Company would receive a two and one half percent (2½%) royalty on all net revenue realized by Dobhai or PWS from services that utilize PWS’ reverse osmosis and ultra-filtration technology for thirty six (36) months from the date of the transaction up to a maximum royalty payment of $1,000,000 and a cash payment of $135,000 payable by Dobhai to the Company within ten days of Dobhai’s acquisition of PWS. The assignment agreement was extended until June 30, 2010. Dobhai acquired PWS on June 30, 2010. Operations

During the ~~quarter~~three month period ended ~~September~~March 3031, ~~2010~~2011, the Company ~~received~~(i) ~~$135,000~~satisfied ascontinuous ~~collection~~public ~~for~~disclosure ~~the~~requirements; ~~not~~(ii) ~~receivable,~~expanded ~~related~~its ~~interest~~due ~~receivable,~~diligence with respect to ParkVida; and a(iii) ~~gain~~worked onwith JBP to continue the ~~sale~~development of ~~rights~~ParkVida towith ~~acquire~~Company ~~PWS~~loans.

~~Note~~ 10 ~~– Subsequent Events~~

~~The~~Net Company evaluated its September 30, 2010 financial statements for subsequent events through the date the financial statements were issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.Loss

For the period from December 7, 1999, to March 31, 2011, the Company recorded a net loss of $392,751. Net losses for the three month period ended March 31, 2011 were $10,696 as compared to $11,866 for the three month period ended March 31, 2010. The decrease in the Company’s net losses over the comparative three month periods can be attributed primarily to the elimination of interest expense and the increase in interest income in the current three month period. The Company’s cumulative operating loss is mostly due to costs associated with a forfeited option agreement, an impaired franchise fee, interest expenses and general and administrative expenses. General and administrative expenses include accounting costs, consulting fees, mining exploration expenses, due diligence costs and the preparation of disclosure documentation.

~~MONTANA~~We ~~MINING~~did ~~CORP~~not generate revenue during this period and expect to continue to incur losses.

(ACapital ~~Development Stage Company)~~Expenditures

~~NOTES~~The TOCompany ~~UNAUDITED~~expended ~~CONSOLIDATED~~no ~~FINANCIAL~~amounts ~~STATEMENTS~~on capital expenditures for the period from December 7, 1999, to March 31, 2011.

~~September~~Income ~~30,~~Tax ~~2010~~Expense (Benefit)

~~Note~~The 11Company –has ~~Recent~~a ~~Accounting~~prospective ~~Pronouncements~~income tax benefit resulting from a net operating loss carry-forward and start up costs that will offset any future operating profit.

InImpact ~~April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-13, “Effect~~ of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification (“ASC”) Topic 718 was amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the adoption of this guidance will have a material impact on our financial position and results of operations. Inflation

~~In February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends ASC Topic 855, “Subsequent Events.”~~ The ~~amendments~~Company tobelieves ~~ASC~~that ~~Topic~~inflation ~~855~~has dohad ~~not change existing requirements to evaluate subsequent events, but: (i) defines~~ a ~~“SEC~~negligible ~~Filer,”~~effect ~~which~~on weoperations ~~are;~~over ~~(ii) removes~~ the ~~definition~~past ofthree ~~a “Public Entity”; and (iii) for SEC Filers, reverses the requirement to disclose the date through which subsequent events have been evaluated~~years. ~~ASU 2010-09 was effective for us upon issuance. This guidance did not have a material impact on our financial position and results of operations.~~

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires new disclosures for (i) transfers of assets and liabilities in and out of levels one and two fair value measurements, including a description of the reasons for such transfers and (ii) additional information in the reconciliation for fair value measurements using significant unobservable inputs (level three). This guidance also clarifies existing disclosure requirements including (i) the level of disaggregation used when providing fair value measurement disclosures for each class of assets and liabilities and (ii) the requirement to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for level two and three assets and liabilities. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about activity in the roll forward for level three fair value measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance has not had a material impact on our financial position and results of operations.

Management believes the impact of other recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows upon adoption.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Information presented herein is based on the nine month periods ended September 30, 2010 and the period since inception to September 30, 2010. Our fiscal year end is December 31.

Discussion and Analysis

Our plan of operation over the next twelve months is to design, construct and operate a premiere destination resort to be known as ParkVida that will be focused on mountain biking of all disciplines (i.e. downhill, cross-country, free ride, dirt jump, trials/street, and cyclocross). Nestled between lush mountains, running along green valleys, and encompassing alpine forests in the heart of the Dominican Republic, the 700-acre resort will offer mountain biking aficionados and adventurers an unparalleled biking experience that includes gorgeous vistas, handcrafted single-track trails, berms, tabletops, hipturns, ladderdrops, beautiful transitions, feature and skills parks, and dirt jumps. After a challenging day of biking, visitors will be able relax in an exclusive atmosphere that retains its rural flavor far off the beaten path.

On August 20, 2010, the Company entered into an agreement with Park Capital Management, Inc. (Park) to acquire JBP S.A. (JBP) as a wholly owned subsidiary in exchange for fifteen million two hundred and eighty-two thousand one hundred and twenty (15,282,120) shares of common stock and six million eight hundred and twenty-four thousand and three hundred (6,824,300) share purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 a share. The agreement further requires that the Company pay a finder’s fee comprised of one million five hundred and twenty-eight thousand two hundred and twelve (1,528,212) shares and six hundred and eighty-two thousand four hundred and thirty (682,430) share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.06 a share. The transaction is conditioned on the realization of certain milestones on or before closing the transaction, including our ability to fund no less than $717,619 at $0.05 per share. The Company has since completed a private placement of $767,019 in anticipation of closing the acquisition and is now in the process of completing its due diligence review. Proceeds of the private placement are to be used primarily in the initial development of the acreage into a resort.

Should we not close our intended acquisition of JBP our alternative plan of operation will be to seek out a suitable business opportunity for development or acquisition.

Results of Operations

During the three and nine month periods ended September 30, 2010, the Company (i) completed a private placement of common equity, (ii) realized amounts owed by Dobhai Ventures, Inc., (iii) entered into an agreement with Park to acquire JBP, and (iv) initiated due diligence inquiries into JBP.

Net Loss

For the period from December 7, 1999, to September 30, 2010, we recorded a net loss of $369,571. Net losses for the three month period ended September 30, 2010 were $12,691 as compared to $12,818 for the three month period ended September 30, 2009. Net losses for the nine month period ended September 30, 2010 were $56,601 as compared to $51,743 for the nine month period ended September 30, 2009. The increase in our net losses over the comparative nine month periods can be attributed to an increase in general and administrative expenses. Our cumulative net losses are due to costs associated with a forfeited option agreement in connection with mineral exploration, an impaired franchise fee, interest expenses and general and administrative expenses. General and administrative costs include accounting expenses, consulting fees, due diligence costs, mining exploration expenses, professional fees, annual state maintenance costs, due diligence costs and the preparation of disclosure documentation.

We did not generate revenue during this period and expect to continue to incur losses until such time as we develop or acquire a revenue generating business.

Capital Expenditures

We expended no amounts on capital expenditures for the period from December 7, 1999, to September 30, 2010.

Income Tax Expense (Benefit)

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

Impact of Inflation

We believe that inflation has had a negligible effect on operations over the past three years.

Liquidity and Capital Resources

WeThe ~~are~~Company is in the development stage and, since inception, ~~have~~has experienced significant changes in liquidity, capital resources, and stockholders’ deficit.

WeThe Company had ~~current and~~ total assets of $~~732~~713,~~081~~885 as of ~~September~~March 3031, ~~2010~~2011, consisting of cash of $~~582~~250,~~071~~202, ainterest ~~note~~ receivable from JBP of $~~149~~11,~~265~~221 and ~~interest~~a ~~thereon~~note receivable of $~~745~~452,462 from JBP. WeThe Company had current and total liabilities of $617,~~909~~986 as of ~~September~~March 3031, ~~2010~~2011, consisting of $35,~~002~~442 in accounts payable, ~~and~~ $582,~~907~~544 in related party payables. Net stockholders' equity in the Company was $~~670~~705,~~172~~899 at ~~September~~March 3031, ~~2010~~2011.

Cash flow used in operating activities was $~~238~~264,~~037~~111 for the period from December 7, 1999, to ~~September~~March 3031, ~~2010~~2011. Cash flow used in operating activities for the ~~nine~~three month period ended ~~September~~March 3031, ~~2010~~2011 increased to $5210,~~428~~891 as compared to $585,015 for the ~~nine~~three month period ended ~~September~~March 3031, ~~2009~~2010. The ~~increase~~change in cash flows used in operating activities over the comparative ~~nine~~three month periods can be attributed primarily to ~~decreases~~the inelimination ~~accounts~~of ~~payable~~the amortization of beneficial conversion feature and ~~related~~an ~~party~~increase in interest ~~payable~~receivable in the current period. ~~Our~~The Company’s cumulative cash flow used in operating activities was used on accounting, administration, consulting, exploration expenses and a franchise fee. We expect to continue to use cash flow in operating activities over the next twelve months in developing ParkVida.

1311

13Cash flow provided from financing activities was $954,736 for the period from December 7, 1999, to March 31, 2011. Cash flow provided by financing activities for the three months ended March 31, 2011 was $0 as compared to $5,000 for the three months ended March 31, 2010. The Company’s cumulative financing activities have consisted of sales of the Company’s common stock as well as related and non-related party loans. We expect to continue to use cash flow provided by financing activities to raise additional funds to follow our plan of operation.

Cash flow ~~provided~~used ~~from~~in ~~financing~~investing activities was $~~957~~440,~~334~~423 for the period from December 7, 1999, to ~~September~~March 3031, ~~2010~~2011. Cash flow ~~provided~~used byin ~~financing~~investing activities for the ~~nine~~three ~~months~~month period ended ~~September~~March 3031, ~~2010~~2011 was $~~664~~73,~~549~~499 as compared to $~~100~~0 for the ~~nine~~three ~~months~~month period ended ~~September~~March 3031, ~~2009~~2010. The increase in cash ~~flow~~flows ~~provided~~used ~~from~~in ~~financing~~investing activities over the comparative ~~nine~~three month periods can be attributed to a ~~private~~series ~~placement~~ of ~~our~~secured ~~common~~loans ~~stock~~made ~~offset~~to byJBP ~~the~~in ~~repayment~~connection ofwith athe ~~related~~development ~~party~~of ~~loan~~ParkVida. ~~Our~~Cash ~~cumulative~~flow ~~financing~~used ~~activities~~in ~~have~~investing ~~consisted~~activities ofover ~~sales of~~ the ~~Company’s~~cumulative ~~common~~period ~~stock~~can asbe ~~well~~partially asattributed ~~related~~to ~~and~~those ~~non-related~~amounts ~~party~~loaned ~~loans. We expect~~ to ~~continue~~JBP, toa ~~use~~franchise ~~cash~~fee ~~flow~~and ~~provided~~the byloan ~~financing activities~~ to ~~maintain~~PWS. ~~current~~We ~~operations~~do ~~and~~expect ~~will~~to ~~pursue~~use ~~our~~cash ~~business~~flow ~~plan~~in ~~with~~investing ~~additional~~activities ~~debt~~going orforward ~~equity~~into ~~financings~~future periods.

~~Cash~~The ~~flow~~Company’s ~~used~~current inassets ~~investing~~are ~~activities~~insufficient ~~was~~to ~~$137,226~~conduct ~~for~~its plan of operation over the ~~period~~next ~~from~~twelve ~~December~~(12) 7,months. ~~1999~~We will have to seek at least $10,000,000 in debt or equity financing over the next twelve months to ~~September~~fund 30our anticipated development of ParkVida. The Company has no current commitments or arrangements with respect to, ~~2010~~or immediate sources of this funding. ~~Cash~~Further, ~~flow~~no ~~used~~assurances incan ~~investing~~be ~~activities~~given ~~for~~that funding is available. The Company’s shareholders are the ~~nine~~most ~~month~~likely ~~periods~~source ~~ended~~of ~~September~~new ~~30,~~funding ~~2010~~in ~~was~~the ~~$30,151~~form asof ~~compared~~loans toor $0equity placements though none have made any commitment for future investment and the ~~nine~~Company ~~months~~has ~~ended~~no ~~September~~agreement ~~30,~~formal ~~2009~~or otherwise. We ~~expect~~The Company’s inability to ~~use~~obtain ~~cash~~sufficient ~~flow~~funding infor ~~investing~~ParkVida ~~activities~~will inhave ~~connection~~a ~~with~~material ~~the~~adverse ~~completion~~affect ofon ~~our~~its ability to fulfill its current plan of operation or to search for alternative business ~~plan~~opportunities.

~~Our~~The ~~current assets are sufficient to conduct the~~ Company’s ~~plan~~does ofnot ~~operation over the next twelve (12) months though we do~~ intend to ~~seek~~pay upcash todividends ~~an additional $10,000,000~~ in ~~debt or equity financing in order to complete our intended development of ParkVida as a full service mountain bike resort in~~ the ~~Dominican~~foreseeable ~~Republic~~future. However, we have no current commitments or arrangements with respect to, or immediate sources of this additional funding. Further, no assurances can be given that additional funding will be available. Our inability to obtain funding sufficient to complete ParkVida would have a material adverse affect on our ability to pursue our business plan and maintain operations.

WeThe doCompany ~~not~~had ~~intend~~no tolines ~~pay~~of ~~cash~~credit ~~dividends~~or inother ~~the~~bank ~~near~~financing ~~term~~arrangements as of March 31, 2011.

WeThe ~~have~~Company had no ~~lines~~commitments offor ~~credit~~future orcapital ~~other~~expenditures ~~bank~~that ~~financing~~were ~~arrangements~~material inat ~~place~~March 31, 2011.

WeThe ~~have~~Company has no ~~commitments~~defined ~~for~~benefit ~~future~~plan ~~capital~~or ~~expenditures~~contractual ~~except~~commitment ~~in connection~~ with ~~our~~any ~~intended~~of ~~acquisition~~its ofofficers ~~JBP~~or directors.

WeThe ~~have~~Company has no ~~defined~~current ~~benefit~~plans ~~plan~~for orthe ~~contractual~~purchase ~~commitment~~or ~~with~~sale ~~our sole officer and director though we intend to create a benefit plan and may enter into contractual commitments with officers and directors on the closing~~ of ~~our~~any ~~intended~~plant ~~acquisition~~or ~~of JBP~~equipment.

WeThe ~~have~~Company has no current plans ~~for~~to ~~the~~make ~~purchase or sale of~~ any ~~plant~~changes ~~or equipment except~~ in ~~connection~~the ~~with~~number ~~our intended acquisition~~ of ~~JBP~~employees.

We have no current plans to make any changes in the number of employees except in connection with our intended acquisition of JBP.

Off-Balance Sheet Arrangements

WeAs of March 31, 2011, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders.

Critical Accounting Policies

In Note 1 to the audited financial statements for the years ended December 31, ~~2009~~2010 and ~~2008~~2009, included in our Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. WeThe ~~believe~~Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States.

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

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

Going Concern

~~Our~~The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going concern as a result of an accumulated deficit of $~~312~~382,~~970~~055 as of December 31, ~~2009~~2010, which deficit increased to $~~369~~392,~~571~~751 as of ~~September~~March 3031, ~~2010~~2011. ~~Our~~The ~~immediate~~Company’s ability to continue as a going concern ~~remains~~is ~~reliant~~subject onto ~~debt~~the ability of the Company to realize a profit and /or ~~equity~~obtain funding from outside sources. Management’s asplan ~~revenue~~to ~~generating~~address ~~activities~~the ~~are~~Company’s ~~not~~ability into ~~place. Since~~continue ~~our~~as ~~independent~~a ~~auditor~~going ~~expressed~~concern ~~its~~includes: ~~opinion,~~(i) ~~management~~obtaining ~~has~~funding ~~completed~~from athe private placement inof ~~the~~debt ~~amount~~or ofequity; ~~$767,019~~(ii) ~~and~~realizing ~~realized~~revenues ~~$135,000~~ from ~~the~~its ~~assignment~~prospective development of ~~rights~~JBP or alternative business opportunities; and ~~obligations~~(iii) ~~under~~obtaining aloans ~~share~~and ~~exchange~~grants ~~agreement.~~from ~~Therefore,~~financial weor ~~believe~~government institutions. Management believes that ~~the~~it ~~Company~~will ~~has~~be ~~sufficient~~able ~~resources~~to obtain funding to ~~continue~~allow asthe Company to remain a going concern ~~over~~through the ~~next~~methods ~~twelve~~discussed ~~months.~~above, though there can be no assurances that such methods will prove successful.

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

The statements contained in the section titled Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this current report, with the exception of historical facts, are forward-looking statements. Forward-looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

· our anticipated financial performance and business plan;

· the sufficiency of existing capital resources;

· our ability to raise additional capital to fund cash requirements for future operations;

· uncertainties related to the Company’s future business prospects;

· our ability to generate revenues from future operations;

· the volatility of the stock market and;

· general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward-looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.13

15We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.

Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, formerly SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.

Recent Accounting Pronouncements

Please see Note 98 to our consolidated financial statements for recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4T4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms.

~~Changes in Internal Control over Financial Reporting~~14

~~There~~Changes ~~have been no changes~~ in ~~internal~~Internal ~~control~~Control over ~~financial~~Financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended September 30, 2010, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.Reporting

16There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended March 31, 2011, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

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

Risks Related to the Company’s Business

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

Since our inception in 1999, our expenses have substantially exceeded our income, resulting in continuing losses and an accumulated deficit of $~~312~~382,~~970~~055 at December 31, ~~2009~~2010, which increased to $~~369~~392,~~571~~751 at ~~September~~March 3031, ~~2010~~2011. During the initial ~~nine~~three months of this year we recorded a net loss of $5610,~~601~~696. WeThe ~~have~~Company has never realized revenue from operations. Our only expectation of future profitability is dependent on ~~our~~the ~~acquisition~~successful development of ~~JBP~~ParkVida ~~and~~as a resort, or in the ~~successful~~event ~~development~~that ofour transaction with ParkVida. ~~Otherwise~~does not close, ~~our~~some ~~history~~other ofrevenue ~~losses~~producing ~~may~~business ~~continue~~opportunity.

~~Our~~The ~~current~~Company’s limited financial resources ~~are~~cast ~~insufficient~~severe doubt on our ability to ~~complete~~pursue ~~the~~our ~~development~~business ofplan ~~the~~or ~~ParkVida~~to ~~mountain~~acquire ~~bike~~a ~~resort~~profitable business opportunity.

~~Our~~The Company’s future operation is dependent upon the successful development of ~~the~~ ParkVida ~~mountain~~as ~~bike~~a resort. ~~Historically,~~or wethe ~~have~~acquisition of a profitable business opportunity. We found it ~~difficult~~impossible to realize the financing toneeded ~~complete~~for ~~anticipated~~our ~~business~~share ~~plans.~~exchange ~~The~~agreement ~~ParkVida~~with ~~mountain~~PWS ~~bike~~and ~~resort~~may ~~project~~encounter ~~will~~the ~~require~~same updifficulty in realizing the requisite funding to ansee ~~additional~~the ~~$10,000,000~~development of ParkVida through to completion. ~~Our~~The Company’s inability to ~~obtain~~finance ~~this~~its ~~additional~~operations ~~financing~~sufficiently may prevent usit from developing ~~our~~ParkVida ~~intended~~or any business and may act as a deterrent in any future negotiations with potential acquisition candidates. Should the Company be unable to acquire or develop a profitable business opportunity, it will, in all likelihood, be forced to cease operations.

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

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

Risks Related to the Company’s Stock

The market for ~~the~~our ~~Company’s common~~ stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. ~~Due~~Because toof the limitations of our market and volatility inof the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

17We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.

~~The~~We ~~market~~incur ~~price~~significant ~~for~~legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our ~~common~~expenses, ~~stock~~including islegal ~~volatile~~and accounting costs, and made some activities more time-consuming and costly.

The market price for our common stock is volatile and can fluctuate widely in response to various factors, many of which are beyond the Company’s control, including the following:

· the acceptance of services offered by the Company or its competitors;

· additions or departures of key personnel;

· the Company’s ability to execute its business plan;

· operating results that fall below expectations;

· loss of strategic relationships;

· industry developments;

· economic and other external factors; and

· period-to-period fluctuations in the Company’s financial results.

Furthermore, the securities markets in general have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of any particular company. These overall market fluctuations could also adversely affect the market price for our common stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the Commission’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules, the FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses will continue to negatively impact our financial performance.

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, has substantially increased our expenses and made some activities more time-consuming and costly than previously, which expenses continue to negatively impact our financial performance.

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

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

~~Our~~The ~~shareholders~~Company ~~may~~requires ~~face~~immediate ~~significant~~capital ~~restrictions~~funding onto ~~their~~meet ~~stock~~working capital requirements which it may not be able to satisfy.

~~Our common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act.~~ The ~~penny~~Company ~~stock~~requires ~~rules~~immediate ~~apply~~financing tothrough ~~companies~~equity ~~whose~~offerings ~~common stock is not listed on the NASDAQ Stock Market~~ or ~~other~~debt ~~national~~placements ~~securities~~to ~~exchange~~meet ~~and~~current ~~trades~~working atcapital ~~less than $5~~requirements.00 Despite ~~per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if~~ the ~~company~~immediacy has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of ~~investors~~necessary ~~and~~financing ~~provide investors with certain information concerning trading in the security, including a risk disclosure document~~ and ~~quote~~ongoing ~~information~~efforts ~~under certain circumstances. Many brokers have decided not~~ to ~~trade~~secure ~~penny stocks because of the requirements of the penny stock rules and~~financing, ~~as a result,~~ the ~~number~~Company ofhas ~~broker-dealers~~no ~~willing~~commitment to ~~act~~raise ~~as market makers in such securities is limited. If the Company remains subject to the penny stock rules for~~ any ~~significant~~of ~~period, it could have an adverse effect on~~ the ~~market,~~requisite ~~if any~~capital, ~~for~~without ~~our~~which ~~securities.~~it ~~If the Company’s securities are subject to the penny stock rules, investors~~ will ~~find~~not itbe ~~more~~able ~~difficult~~ to ~~dispose~~meet ofits ~~our~~current ~~securities~~financial obligations.

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

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

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

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

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

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

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

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

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

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

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

15g-9 which defines sales practice requirements.

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

control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
“boiler room” practices involving high pressure sales tactics and unrealistic price projections;
excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~On September 30, 2010 the Company authorized the issuance of 1,000,000 shares of common stock to Mark Smith in exchange for $50,000 at $0~~None.~~05 per share, pursuant to the exemptions provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”).~~

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering; (2) there was one offeree; (3) the offeree represented an intention not to resell the stock; (4) there have been no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the discussions that lead to the issuance of the stock took place directly between the offeree and the Company.

Regulation S of the Securities Act provides generally that any offer or sale that occurs outside of the United States is exempt from the registration , as long as certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the foregoing (the “resale safe harbor”). An offer, sale or resale of securities that satisfies all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S.

The Company complied with the exemption requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares only to an offeree who was outside the United States at the time of the offering, and ensuring that the person to whom the common shares were issued and authorized was a non-U.S. persons with an address in a foreign country.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

Removed and reserved.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 2220 of this Form 10‑Q, and are incorporated herein by this reference.

2018

SIGNATURES

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

Montana Mining Corp. Date

/s/ Ruairidh Campbell ~~November~~ May 1113, ~~2010~~2011

Ruairidh Campbell

Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director

2119

EXHIBITS

Exhibit Description

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

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

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

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

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

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

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

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

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

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

10(vii) * Extension to Assignment Agreement dated November 29, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-K as filed with the Commission on April 13, 2010).

10(viii) * Amendment to PWS Share Exchange Agreement dated December 10, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-K as filed with the Commission on April 13, 2010).

10(ix) * Amendment to PWS Share Exchange Agreement dated March 31, 2010 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-K as filed with the Commission on April 13, 2010).

10(x) * Extension to Assignment Agreement dated March 31, 2010 (incorporated herein by reference from Exhibit 10 of the Company’s Form 10-K as filed with the Commission on April 13, 2010).

1410(xi)* ~~Code~~ Asset ofPurchase ~~Ethics~~Agreement ~~adopted~~with ~~April~~Park 14Capital Management, ~~2004~~Inc. dated August 30. 2010 (incorporated herein by reference from Exhibit 1410 of the Company’s Form 108-~~KSB/A~~K filed with the Commission on ~~April~~August 1631, ~~2004~~2010).

2110(xii)* ~~Subsidiaries~~ Amendment ofto the ~~Company~~Asset Purchase Agreement with Park Capital Management, Inc. dated November 12, 2010 (incorporated herein by reference from Exhibit 2110 of the ~~Company’s~~ Form 10-K filed with the Commission on ~~April~~March 1131, ~~2008~~2011).

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

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

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

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

* Incorporated by reference from previous filings of the Company.

2220

Filing Compare · PARK VIDA GROUP, INC.