Sanwire Corp - Quarter Report: 2011 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

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NT MINING CORPORATION

FORM 10-Q

For the Quarter Ended June 30, 2011

TABLE OF CONTENTS

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PART 1 - FINANCIAL INFORMATION

Item 1.   Interim Consolidated Financial Statements

The information in this report for the six months ended June 30, 2011, is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which NT Mining Corporation ("NT Mining" or the "Company") considers necessary for a fair presentation of the financial position, results of operations, changes in stockholders' deficiency and cash flows for those periods.

The interim consolidated financial statements should be read in conjunction with NT Mining’s consolidated financial statements and the notes thereto contained in the NT Mining's audited financial statements for the year ended December 31, 2010, in the Form 10-K filed with the SEC on December 1, 2011.  

Interim results are not necessarily indicative of results for the full fiscal year.

The unaudited interim consolidated financial statements start on the next page.

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NT MINING CORPORATION

(An Exploration Stage Company)

Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

Page 5 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Interim Consolidated Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

		June 30, 2011 (Restated)				December 31, 2010 (Audited)
		$				$
Assets
Cash and cash equivalents		494				956
Accounts receivable		41				41
		535				997
Mineral property interests (Note 4)		78,000				78,000
		78,535				78,997
Liabilities and stockholders' deficiency
Accounts payable and accrued liabilities (Note 5)		313,695				220,209
Current portion of debenture payable (Note 7)		356,515				349,821
Note payable (Note 6)		165,412				157,973
Due to related parties (Note 9)		59,100				59,289
		894,722				787,292
Debenture payable (Note 7)		102,754				96,819
		997,476				884,111
Stockholders' deficiency
Capital Stock (Note 8)
Authorized - 400,000,000 common shares, $0.001 par value
Issued and outstanding
June 30, 2011 – 52,596,826 common shares, $0.001 par value
December 31, 2010 - 52,596,826 common shares, $0.001 par value		52,596				52,596
Shares to be issued		60,000				60,000
Additional paid-in capital		9,268,602				9,268,602
Accumulated other comprehensive loss		(7,721)				(6,024)
Deficit, Accumulated during the exploration stage		(10,292,418)				(10,180,288)
			(918,941)				(805,114)
		78,535				78,997

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

Page 6 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Interim Consolidated Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

	For the three month period ended June 30, 2011 (Restated)		For the three month period ended June 30, 2010		For the six month period ended June 30, 2011 (Restated)		For the six month period ended June 30, 2010		For the period from the date of inception on February 10, 1997 to June 30, 2011 (Restated)
		$		$		$		$		$
Expenses
Selling, general and administrative expenses		11,529		75,719		41,503		209,945		335,397
Exploration and field expense		-		12,012		-		24,061		43,518
Royalty expense		36,000		-		36,000		36,000		108,000
Depreciation of furniture, fixtures and office equipment		-		388		-		646		4,923
Net loss before other items		(47,529)		(88,119)		(77,503)		(270,652)		(491,838)
Other items
Interest expense		(17,457)		(526)		(34,627)		(16,341)		(159,119)
Write-down of amounts receivable		-		-		-		-		(4,985)
Write-down of furniture, fixtures and office equipment		-		-		-		-		(5,165)
Write-down of deposit on mineral property (Note 4)		-		(100,000)		-		-		(2,593,199)
Net loss before discontinued operations		(64,986)		(188,645)		(112,130)		(286,993)		(3,254,306)
Discontinued operations		-		-		-		-		(7,038,112)
Net loss for the period		(64,986)		(188,645)		(112,130)		(286,993)		(10,292,418)
Basic and diluted loss per common share		(0.001)		(0.004)		(0.002)		(0.006)
Weighted average number of shares outstanding		52,596,826		50,229,001		52,596,826		50,229,001
Comprehensive loss
Net loss for the period		(64,986)		(188,645)		(112,130)		(286,993)		(10,292,418)
Foreign exchange translation		-		-		(1,697)		-		(7,721)
Total comprehensive loss for the period		(64,986)		(188,645)		(113,827)		(286,993)		(10,300,139)
Basic and diluted comprehensive loss per common share		(0.001)		(0.004)		(0.002)		(0.006)

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

Page 7 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Interim Consolidated Statements of Changes in Stockholders’ Deficiency

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

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

Page 8 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Interim Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

Supplemental Disclosures with Respect to Cash Flows (Note 12)

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

Page 9 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

NT Mining Corporation (“the Company”) was incorporated in the state of Nevada on February 10, 1997.  Its wholly owned subsidiary, Bullmoose Mines Ltd. (“BML”), was incorporated in the Northwest Territories, Canada on February 29, 2000.  On October 14, 2008, the Company acquired BML (Note 3).

The Company was formerly named Clear Water Mining, Inc. (to March 11, 1999), E-Casino Gaming Corporation (to June 21, 1999), E-Vegas.com Inc. (to July 20, 2000), 1st Genx.com Inc. (to October 18, 2001), Oasis Information Systems, Inc. (to January 27, 2005), and 777 Sports Entertainment, Corp. (to September 26, 2008).  On December 15, 2007, the Company’s former president died and the Company then discontinued its business operations.

BML owns Mineral Lease #2775 plus 4 located mineral claims in the South MacKenzie Mining District, Northwest Territories, Canada (the “Mining Property”).   According to a geological report issued FMay 6, 2008, from 1985 until shutdown in January 1987, approximately 54,000 tons of ore were mined and milled to produce approximately 20,001 ounces of gold by a former owner of the Mining Property.  

As part of the acquisition of Bullmoose, the Company is obligated to pay annual royalties of $36,000 and to pay down a debenture liability as disclosed in Note 7, in the December 31, 2010 year-end financial statements. Since the Company continues to retain title to the property as at June 30, 2011, these obligations continue to be reflected in the financial statements of the Company.

During the six month period ended June 30, 2011, the Company entered into an agreement to settle litigation related to ownership of the Mining Property and to rescind its acquisition of the Mining Property (the “Settlement Agreement”). More particularly, the 6,000,000 shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company. This agreement is set to close on June 30, 2012. Until that date, and afterwards, if the agreement does not close, the Company retains title to the Mining Property (Notes 3, 4, 7 and 11).

The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.

These interim consolidated financial statements as at June 30, 2011 and for the six month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a loss of $112,130 for the six month period ended June 30, 2011 (June 30, 2010 – $286,993) and has working capital deficit of $894,187 at June 30, 2011 (December 31, 2010 – $786,295).

The Company is subject to a cease trade order, which was pronounced by the British Columbia Securities Commission on August 18, 2009, by reason of the Company’s failure to file financial statements in British Columbia. The Company has applied to rescind the order, however, until the order is rescinded, the Company is prohibited from issuing securities and obtaining financing to fund its ongoing needs.  

Page 10 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

These factors create substantial doubt as to the Company’s ability to continue as a going concern.   There is no assurance that the Company will be successful in rescinding the cease trade order or otherwise carrying on its business.  The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Effective February 2, 2005, the Company effected a one (1) for three hundred (300) reverse stock split.  Effective September 11, 2008, the Company effected a one (1) for two thousand (2,000) reverse stock split.  Effective March 15, 2010, the Company effected a two (2) for one (1) forward stock split.  All share and warrant amounts presented in the interim consolidated financial statements and in the notes thereto have been adjusted to reflect the reverse stock split (Note 8).

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or until the cease trade order is rescinded, raise additional debt and/or equity capital.  However, if the cease trade order is rescinded, based on its prior demonstrated ability to raise capital, management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 2011.  However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.  These interim consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

At June 30, 2011, the Company has suffered losses from exploration stage activities to date.  Although management is currently attempting to obtain an order revoking the cease trade order and subsequently implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.  Accordingly, the Company must rely on its management to perform essential functions without compensation until a business operation can be commenced.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.

Principles of Consolidation

The accompanying interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary BML from the date of its acquisition on October 14, 2008.  All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable for an exploration stage company for financial information and are expressed in U.S. dollars.  

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NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Furniture, Fixtures, and Office Equipment

Furniture, fixtures, and office equipment are stated at cost less accumulated depreciation.  Additions are capitalized and maintenance and repairs are charged to expense as incurred.   Depreciation is provided using the straight-line method over the estimated useful lives of the assets.

Foreign Currency Translation

The Company’s functional and reporting currency is U.S. dollars.  The interim consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters.”  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management  to make estimates and assumptions  that affect the reported amounts of assets and liabilities and disclosure  of contingent  assets  and  liabilities  at the  dates  of  the  financial  statements  and  the  reported  amounts  of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Long-Lived Assets

Long-lived assets, including furniture, fixtures and office equipments and mining property, are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable.  If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.

Income Taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the interim consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry forwards.  

Page 12 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

Comprehensive income (loss)

ASC 220, “Comprehensive Income”, establishes standards for the reporting and disclosure of comprehensive income (loss) and its components in the financial statements.  As at June 30, 2011, the Company has items that represent a comprehensive loss and, therefore, has included a schedule of comprehensive loss in the interim consolidated financial statements.

Basic and diluted net income (loss) per share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”.  ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-12, “Comprehensive Income”.  This update amends certain pending paragraphs in ASU No. 2011-05 “Presentation of Comprehensive Income”, to effectively defer only those changes that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income”.  This update presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of this update will have a material effect on its financial statements.

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NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement” to amend the accounting and disclosure requirements on fair value measurements.  This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts.  Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs.  ASU No. 2011-04 is to be applied prospectively and is effective during interim and annual periods beginning after 15 December 2011.  The Company does not expect the adoption of this update will have a material effect on its financial statements.

NOTE 3 – ACQUISITION OF BULLMOOSE MINES LTD.

In accordance with ASC 805, Business Combinations, acquisitions are accounted for under the purchase method of accounting. Under the purchase method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair values.  Goodwill is recorded to the extent the purchase price consideration, including certain acquisition and closing costs, exceeds the fair value of the net identifiable assets acquired at the date of the acquisition.

On October 14, 2008, the Company acquired BML in exchange for $12,000 cash, 6,000,000 shares of the Company common stock valued at $3,000 (Notes 8 and 11), a debenture in the face amount of $480,624 valued at fair value of $359,371 (Note 7) or  for  total  consideration  of  $374,371.   

The purchase price allocation has been determined as follows:

Assets purchased:		$
Cash and cash equivalents		165
Prepaid expenses		26
Mineral property interests		421,199
Total assets acquired		421,390
Liabilities assumed:
Accounts payable		47,019
Net assets acquired		374,371
Purchase price		374,371

The related share purchase agreement also provides for payment of future royalties to the seller of BML equivalent to 6% of the Net Smelter Returns, as defined, from the Mining Property with minimum royalty payments of $36,000 payable each year in advance on May 1.  The seller of BML was Hughes Maritime Corp. (“HMC”), owner of approximately 11.41% of the issued and outstanding common stock of the Company at June 30, 2011. The royalty expense for the six month period ended June 30, 2011, was $36,000 (2010 – $36,000)

Page 14 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

During the year ended December 31, 2010, the Company filed a lawsuit against HMC related to its interest in BML (Notes 1, 4, 7 and 11).  During the six month period ended June 30, 2011, the Company entered into the Settlement Agreement to settle litigation related to ownership of the Mining Property and to rescind its acquisition of the Mining Property. More particularly, the 6,000,000 shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company. This agreement is set to close on June 30, 2012. Until that date, and afterwards, if the agreement does not close, the Company retains title to the Mining Property.

NOTE 4 – MINING PROPERTY INTERESTS

Bullmoose Gold Mine Property

On October 14, 2008, the Company acquired BML for total consideration of $374,371.  BML owns Mineral Lease #2775 plus 4 located mineral claims in the South MacKenzie Mining District, Northwest Territories, Canada (the “Bullmoose Gold Mine Property”).  

During the year ended December 31, 2010, the Company filed a lawsuit against HMC related to its interest in BML.  The Company has entered into an agreement under which the Company would renounce its interest in BML in exchange for the return of the 6,000,000 shares previously issued to HMC and $75,000 of the $85,000 it had paid in consideration for the acquisition (the “Settlement”) (Notes 1, 3, 7 and 11).

During the year ended December 31, 2010, the Company has recorded a provision for mineral property write-down of $343,199 to a carrying value of $78,000 related to the Bullmoose Gold Mine Property.

Valentine Gold Claim

On June 22, 2010, the Company enter into a mineral property option agreement with Mill Bay Ventures Inc. (“Mill Bay”) in which the Company could acquire 100% interest in certain mineral property interest located Vancouver, British Columbia, Canada (the “Valentine Gold Claim”).

In order to exercise the option agreement and to earn its interest in the Valentine Gold Claim, the company shall:

i.

Issue 5,000,000 common shares to Mill Bay within 21 business days of approval of the agreement (issued) (Note 8);

ii.

Issue 1,500,000 common shares to Mill Bay on the 1^st anniversary date of the signing of the agreement;

iii.

Make cash payment of $10,000 on the execution date (paid);

iv.

Make $90,000 within 21 business days of approval of the agreement (accrued);

v.

Incur $25,000 expenditure on or before June 30, 2011;

vi.

Incur $500,000 within one year from July 1, 2011; and

vii.

Incur $750,000 within one year from July 1, 2012.

The Company has given up the interest in the Valentine Gold Claim and has cancelled the 5,000,000 common shares issued (Notes 8 and 14).

During the year ended December 31, 2010, the Company has recorded a provision for mineral property write-down of $2,250,000 related to the Valentine Gold Claim.

Page 15 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

Included in accounts payable and accrued liabilities is accrued interest of $34,928 related to debenture payable (31 December 2010 - $20,490) (Note 7). Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

NOTE 6 – NOTE PAYABLE

		June 30, 2011 (Restated)		December 31, 2010 (Audited)
		$		$
On June 20, 2010, the Company accepted a loan from a company owned by a family member of a director of the Company in the amount of $150,000 bearing interest at a rate of 10% per annum. The loan is unsecured and is due on demand.  During the six month period ended June 30, 2011, the Company accrued interest expense of $7,439 (June 30, 2010 – $411) related to the note payable. The balance as at June 30, 2011 consists of principal of $150,000 (December 31, 2010 – $150,000) and accrued interest of $15,412 (December 31, 2010 – $7,973).		165,412		157,973

NOTE 7 – DEBENTURE PAYABLE

Debenture payable at June 30, 2011 consists of:

		$
Amount due October 14, 2009		120,624
Amount due October 14, 2010		120,000
Amount due October 14, 2011		120,000
Amount due October 14, 2012		120,000
Total face amount		480,624
Initial present value discount of $121,253
Less accumulated amortization of $99,898		(21,355)
Net value as at June 30, 2011		459,269
Current portion		356,515
Non-current portion		102,754

Page 16 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

The  debenture,  which  was  issued  to  the  seller  of  BML  on  October  14,  2008,  did  not  provide  for  any  interest. Accordingly,  the Company recorded the debenture at the $359,371 present value (discounted at a 12% annual interest rate) of the $480,624  total payments  due and is amortizing  the $121,253 debt discount as interest expense using the interest method over the four year term of the debenture (Note 3). As at June 30, 2011, the present value of the debenture is $459,269 (December 31, 2010 – $446,640). Interest is accrued at 12% per annum from the due date. During the six month period ended June 30, 2011, the Company accrued interest expense of $14,438 (June 30, 2010 – $7,432) (Note 5).

The debenture is secured by the assets of the Company, including the issued and outstanding shares of BML which were sold to the Company, and the Mining Property.

The debenture is convertible at the option of the holders into Units of the Company at a conversion rate of $0.50 per Unit; each Unit consists of one share of the Company common stock and one warrant exercisable into one share of the Company common stock at a price of $0.60 per share at any time from the exercise of the Conversion Option to two years thereafter.  There were no beneficial conversion features related to the Conversion Option.

During the year ended December 31, 2010, the Company filed a lawsuit against HMC (Notes 1, 3, 4 and 11) to protect its interest in Bullmoose. The lawsuit has been settled by the rescission of the October 18, 2008 agreement under which the Company acquired Bullmoose. More particularly, 6,000,000 shares issued by the Company in consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition will be returned to the Company. In addition, as part of the rescission, the debenture obligation of the Company to the seller of BML, is released on closing. The Settlement Agreement is set to close on June 30, 2012.

NOTE 8 – STOCKHOLDERS’ EQUITY

Effective February 2, 2005, the Company effected a one (1) for three hundred (300) reverse stock split.  Effective September 11, 2008, the Company effected a one (1) for two thousand (2,000) reverse stock split.  Effective March 15, 2010, the Company effected a two (2) for one (1) forward stock split (Note 1).  All share and warrant amounts presented in the interim consolidated financial statements and in the notes thereto have been adjusted to reflect the reverse stock split.

Authorized

Authorized capital stock consists of 400,000,000 common shares with par value of $0.001 per share.  

i.

During the year ended December 31, 2007, the Company issued 75,168 common shares to settle debt in the amount of $485,805.

ii.

During the year ended December 31, 2008, the Company issued 40,412,692 common shares (including 6,000,000 common shares to companies controlled by directors of the Company) to settle debt in the amount of $332,876.  

iii.

On November 26, 2008, the Company issued 560,000 common shares to three investors at a price of $0.55 per common share for total cash proceeds of $154,000.

Page 17 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

iv.

During the year ended December 31, 2008, the Company issued 6,000,000 common shares at a valued at $3,000 related to the acquisition of BML (Notes 3 and 11).

v.

During the year ended December 31, 2009, the Company issued 220,000 common shares to four investors at a price of $0.14 per common share for cash proceeds of $30,500.

vi.

On January 15, 2010, the Company issued a total of 304,000 common shares valued at $0.125 per common share for cash proceeds of $38,000.  These shares were restricted from trading for a period of one year as defined by Rule 144 of the United States Securities Act of 1933.   

vii.

On June 22, 2010, the Company issued 5,000,000 common shares valued at $0.43 per common shares for $2,150,000 for in relation to the Valentine Gold Claim. The Company is in the process of obtaining and cancelling these common shares as the Company has given up its interest in the Valentine Gold Claim (Notes 4 and 14).

viii.

At December 31, 2010, the outstanding debenture is convertible into up to 1,922,496 units consisting of one common share of the Company and 1,922,496 share purchase warrant (Note 7).  Each share purchase warrants entitles the holder to purchase an additional common share of the Company at a price of $0.60 per common share at any time from the exercise of the Conversion Option to two years thereafter.

Shares to Be Issued

During the year ended December 31, 2010, the Company received $60,000 for the purchase of 200,000 common shares in the Company.  These shares were yet to be issued by the Company as at June 30, 2011.

NOTE 9 – RELATED PARTY TRANSACTIONS

As at June 30, 2011, the amount due to related parties includes $23,862 (December 31, 2010 – $24,630) payable to a company controlled by a director and officer of the Company for exploration and field expenses paid on behalf of the Company.

As at June 30, 2011, the amount due to related parties includes $12,290 (December 31, 2010 – $11,711) payable to a director and officer of the Company related to unpaid consulting fees.

As at June 30, 2011, the amount due to related parties includes $2,948 (December 31, 2010 – $2,948) payable to a company controlled by a director and officer of the Company related unpaid management fees.

As at June 30, 2011, the amount due to related parties includes $20,000 (December 31, 2010 – $20,000) payable to a director and officer of the Company related unpaid management fees.

During the six month period ended June 30, 2011, the Company paid or accrued consulting fees of $Nil (June 30, 2010 – $12,000) to a director and officer of the Company.

During the six month period ended June 30, 2011, the Company paid or accrued management fees of $Nil (June 30, 2010 - $15,000) to a director and officer of the Company.

During the six month period ended June 30, 2011, the Company paid or accrued management fees of $Nil (June 30, 2010 – $21,000) to a company controlled by a director and officer of the Company.  

Page 18 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

NOTE 10 - INCOME TAXES

The Company has losses carried forward for income tax purposes to June 30, 2011.  There are no current or deferred tax expenses for the six month period ended June 30, 2011 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.  Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.  Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

The provision for refundable federal income tax consists of the following:

		For the six month period ended June 30, 2011 (Restated)		For the six month period ended June 30, 2010
		$		$
Deferred tax asset attributable to:
Current operations		38,124		97,578
Less: Change in valuation allowance		(38,124)		(97,578)
Net refundable amount		-		-

The composition of the Company’s deferred tax assets as at June 30, 2011 and December 31, 2010 are as follows:

		As at June 30,  2011 (Restated)		As at December 31,  2010 (Audited)
		$		$
Net income tax operating loss carryforward		10,292,418		10,180,288
Statutory federal income tax rate		34%		34%
Effective income tax rate		0%		0%
Deferred tax assets		3,499,422		3,461,298
Less: Valuation allowance		(3,499,422)		(3,461,298)
Net deferred tax asset		-		-

The potential income tax benefit of these losses has been offset by a full valuation allowance.

Page 19 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

As at June 30, 2011, the Company has an unused net operating loss carry-forward balance of approximately $10,292,418 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires between 2017 and 2031.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

On October 14, 2008, the Company and HMC entered into a share purchase agreement in which the Company acquired 100% of the issued and outstanding shares of BML in exchange of $15,000 on execution, by $12,000 in cash and 6,000,000 shares of the Company’s common stock valued at $3,000 (Notes 3 and 8) (the “Share Purchase Agreement”).  Under the Share Purchase Agreement, the Company assumed the liabilities of BML totalling $535,126 to be paid over four years from the sale of the shares.  HMC could repossess BML shares if the Company failed to pay for the liabilities assumed.

On June 23, 2010, the Company acted to its detriment and made an $85,000 payment to HMC under the Share Purchase Agreement, implying the understanding that it was and would remain in good standing and HMC thereby waived any such default and is estopped from claiming otherwise.

On or about August 10, 2010, HMC purportedly sold the BML shares it previously had sold to the Company to Maple Management Investments Ltd. (“Maple”) in exchange for cash and shares of Maple.

On October 22, 2010, the Company has filed a lawsuit against HMC in which the Company seeksa declaration that the Company is the legal and beneficial owner of all issued and outstanding shares of BML (Note 3).  

The Company has settled the dispute, the particulars of which are set out in Note 4. (Notes 1, 3, 4 and 7)

A closing date of June 30, 2012 has been set for the implementation of the Settlement.  As at June 30, 2011, the Company was still the owner of BML until the Settlement closes .

NOTE 12 – SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

	For the Six month period ended June 30, 2011 (Restated)		For the Six month period ended June 30, 2010		For the period from the date of inception on February 10, 1997 To June 30, 2011
		$		$	$
Cash paid during the period for interest		121		-	12,427
Cash paid during the period for income taxes		-		-	-
Non cash investing and financing activities
Common shares issued on acquisition of BML		-		-	421,390
Common shares issued on acquisition of Valentine Gold Claim		-		-	2,150,000
Common shares issued for debt		-		-	332,876

Page 20 of 32

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

June 30, 2011

NOTE 13 – FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents, accounts payable, note payable and due to related parties approximate fair values due to the short term maturity of these financial instruments.

Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.  As a result, credit risk is considered insignificant.    

Currency Risk

The Company’s major expenses and payables are in United State currency and are expected to continue to incur in United States currency.  Fluctuations in the exchange rate between the United States dollar and other currency may have a material effect on the Company’s business, financial condition and results of operations.  The Company does not actively hedge against foreign currency fluctuations.

Interest Rate Risk

The Company has non-interest paying cash balances and interest-bearing debt.  It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments. 

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by continuously monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities. As at June 30, 2011, the Company had a working capital deficiency of $894,187 (December 31, 2010 – $786,295). The Company plans to improve its financial condition by obtaining new financing through loans. There is no assurance that the Company will be successful in accomplishing this objective.

NOTE 14 – SUBSEQUENT EVENT

The following event occurred during the period from the six month period ended June 30, 2011 to the date the interim consolidated financial statements were available to be issued on June 13, 2012:

On August 16, 2011, the Company cancelled 5,000,000 common shares issued on June 22, 2010 in relation to the Valentine Gold Claim (Notes 4 and 8).

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

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF NT MINING FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2011 SHOULD BE READ IN CONJUNCTION WITH NT MINING’S INTERIM CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THE FORM 10-Q.

Our interim consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

NT Mining was incorporated in the state of Nevada on February 10, 1997.  Its wholly owned subsidiary, Bullmoose Mines Ltd. (“BML”), was incorporated in the Northwest Territories, Canada on February 29, 2000.  On October 14, 2008, the Company acquired BML.

The Company was formerly named Clear Water Mining, Inc. (to March 11, 1999), E-Casino Gaming Corporation (to June 21, 1999), E-Vegas.com Inc. (to July 20, 2000), 1st Genx.com Inc. (to October 18, 2001), Oasis Information Systems, Inc. (to January 27, 2005), and 777 Sports Entertainment, Corp. (to September 26, 2008).  On December 15, 2007, the Company’s former president died and the Company then discontinued its business operations.

Our Current Business

The Company changed its business focus during 2007 and in 2008 and completed the changeover to mining exploration and development, which was the concept utilized when the Company was incorporated.  In order to complete the transformation, the Company completed a reverse stock split during 2008, settled the majority of its liabilities through a share exchange for debt and acquired a privately held Canadian mining corporation with a single mining asset, former Gold Producer "The Bullmoose Mine", located in the Northwest Territory of Canada. In 2009 and 2010, the company completed a limited program on the mining properties in Canada, sufficient to maintain the lease and mineral claims in good standing.  

In 2011, the company settled litigation it had initiated to assert its interest in the Bullmoose mine.  Under the settlement the company’s acquisition of Bullmoose will be rescinded.More particularly, the 6,000,000 shares issued by the company as consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition, will be returned to the Company.  The closing date has been set for June 30, 2012.  Until that date and afterwards, if the settlement does not close, the company continues to retain title to Bullmoose.

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The Company is subject to a cease trade order, which was pronounced by the British Columbia Securities Commission on August 18, 2009, by reason of the Company’s failure to file financial statements in British Columbia. The Company has applied to rescind the order, however, until the order is rescinded, the Company is prohibited from issuing securities. There is no assurance that the Company will be successful on its application to rescind the cease trade order.

Results of Operation - For the six months ended June 30, 2011 and 2010

REVENUE – NT Mining has not generated any revenues since inception.

EXPENSES - Total expenses were $77,503 for the six month period ended June 30, 2011.  Expenses had decreased significantly for the current six month period as compared to the six month period ended June 30, 2010 – $270,652. A total of $491,838 in expenses has been incurred by NT Mining since inception on February 10, 1997 through to June 30, 2011 (excluding the expenses prior to discontinued operation).  The decrease in costs over this six month period has occurred due to the reduction in selling, general and administration expenses. The costs can be subdivided into the following categories.

1.

Selling, general and administrative expenses: $41,503 in general and administrative expenses was incurred for the six month period ended June 30, 2011 as compared to $209,945 for the six month period ended June 30, 2010, a decrease of $168,442, due to reduction in consulting, accounting, administration and promotional services.

2.

Exploration and field expenses: The Company  incurred exploration and field expenses of $Nil for the six month period ended June 30, 2011 as compared to $24,061 for the six month period ended June 30, 2010, a decrease of $24,061, due to the fact that acquisition of Bullmoose will be rescinded.

3.

Royalty expenses: $36,000 in royalty expenses was incurred for the six month period ended June 30, 2011 as compared to $36,000 for the six period ended June 30, 2010.

NT Mining plans to carefully control its expenses and overall costs. The Company does not have any employees and engages personnel through outside consulting contracts or agreements or other such arrangements.

Liquidity and Capital Resources

As noted above, the Company is currently subject to a cease trade order, prohibited it from issuing any securities.

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During the six month period ended June 30, 2011, NT Mining satisfied its working capital needs by carefully managing its cash flow and deferring payments to its services vendors.  As June 30, 2011, the Company had cash and cash equivalents on hand in the amount of $494 (December 31, 2011 - $956) and current payable and accrued liabilities of $894,722 (December 31, 2010 - $787,292).  As June 30, 2011, NT Mining has $313,695 in accounts payable and accrued liabilities, $356,515 in current portion of debentures payable, $165,412 in note payable, and an additional $59,100 payable to related parties.  Given the proposed business activities of NT Mining, management does not expect that the current level of cash on hand will be sufficient to fund its operation for the next twelve month period.   

To achieve our goals and objectives for the next 12 months, we plan to reduce operating expenses, delay exploration and mining expenditures, negotiate with creditors to defer payments.

Cash Used in Operating Activities

Operating activities for the six months ended June 30, 2011 and 2010 used cash of $273 and $154,525 net of foreign exchange effect, respectively, which reflect our recurring operating losses. Our net losses of $112,130 and $286,993 for the six months ended June 30, 2011 and 2010, respectively, were the primary reasons for our negative operating cash flow in both years. Our reporting negative operating cash flows for the six months ended June 30, 2011 was offset by imputed interest of $12,629 on debenture and accrued interest of $21,877 for the reporting period.

Cash Used in Investing Activities

For the six months ended June 30, 2011 and 2010, we used $Nil in investing activities.

Cash from Financing Activities

Net cash flows used in financing activities for the six months ended June 30, 2011 was $189. Net cash flows provided by financing activities for the six month ended June 30, 2010 was $172,540 mainly from share issuance.  

Off-Balance Sheet Arrangement

As of June 30, 2011, NT Mining did not have any off-balance sheet arrangements.

Capital Expenditure

Capital expenditures for the six month period ended June 30, 2011, amounted to $Nil. NT Mining does not anticipate any significant purchase or sale of equipment over the next 12 months.

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Critical Accounting Policies and Estimates

Our interim consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis.  The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Principles of Consolidation

The accompanying interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary BML from the date of its acquisition on October 14, 2008.  All significant intercompany balances and transactions have been eliminated in consolidation.

Furniture, Fixtures, and Office Equipment

Furniture, fixtures, and office equipment are stated at cost less accumulated depreciation.  Additions are capitalized and maintenance and repairs are charged to expense as incurred.   Depreciation is provided using the straight-line method over the estimated useful lives of the assets.

Foreign Currency Translation

The Company’s functional and reporting currency is U.S. dollars.  The interim consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters.”  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management  to make estimates and assumptions  that affect the reported amounts of assets and liabilities and disclosure  of contingent  assets  and  liabilities  at the  dates  of  the  financial  statements  and  the  reported  amounts  of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Page 25 of 32

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, note payable and debenture payable.  The fair value of cash and cash equivalents, accounts payable and note payable approximates their carrying amounts  reported  in the  balance  sheets  due  to the  short  term  maturity  of these  instruments  or based  upon  market quotations of instruments with similar interest rates and similar maturities.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or conditions indicate that the carrying value of an asset may not be recoverable.  If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-12, “Comprehensive Income”.  This update amends certain pending paragraphs in ASU No. 2011-05 “Presentation of Comprehensive Income”, to effectively defer only those changes that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income”.  This update presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of this update will have a material effect on its financial statements.

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In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement” to amend the accounting and disclosure requirements on fair value measurements.  This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts.  Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs.  ASU No. 2011-04 is to be applied prospectively and is effective during interim and annual periods beginning after 15 December 2011.  The Company does not expect the adoption of this update will have a material effect on its financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4T. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our chief executive officer and our chief financial officer, Carman Parente, to allow for timely decisions regarding required disclosure.  Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.

Carman Parente, our chief executive officer and our chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of June 30, 2011. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were  not effective as of June 30, 2011. However, the Company has since taken steps to remedy certain identified deficiencies in its disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2011 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On October 22, 2010, the company initiated a claim in the Supreme Court of British Columbia against a former officer of the Company and certain other companies controlled directly or indirectly by the former officer, to assert its interest in Bullmoose. On October 14, 2008 the Company had acquired Bullmoose as described in Note 3 to the attached consolidated financial statements.  However,  on or about August 10, 2010, the Company and its directors and officers other than the defendant discovered that that Defendant had apparently taken steps to sell the Company’s interest in Bullmoose to a third party in which that Defendant had a significant interest.  

As of this date, a settlement has been reached underwhich the company’s acquisition of Bullmoose will be rescinded.  More particularly, the 6,000,000 shares issued by the company as consideration for the acquisition will be cancelled and $75,000 of the $85,000 as part consideration for the acquisition, will be returned to the company.  A closing date of June 30, 2012 has been set.  The company continues to retain title to Bullmoose as of June 30, 2011 and until the settlement closes and afterwards, if the settlement does not close.

We know of no other material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any other material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

As noted above, the Company is currently subject to a cease trade order, prohibited it from issuing any securities.

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

Recent Sale of Unregistered Securities

None.

Use of Proceeds from Unregistered Securities

Not Applicable.

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Item 3.  Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5.  Other Information

No items to disclose.

Item 6.  Exhibits

Exhibit Number	Exhibit Title
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

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.

June 13, 2012

	NT MINING CORPORATION
	BY:	/s/ Carman Parente
		Carman Parente, Chief Executive Officer,  Chief Financial Officer and a Member of the Board of Directors

Page 29 of 32

EXHIBIT 31.1

CERTIFICATIONS

I, Carman Parente, certify that:

1.       I have reviewed this Form 10-Q of NT Mining Corporation;

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 

Date: June 13, 2012	/s/ Carman Parente
	Carman Parente, Chief Executive Officer

Page 30 of 32

EXHIBIT 31.1

CERTIFICATIONS

I, Carman Parente, certify that:

1.       I have reviewed this Form 10-Q of NT Mining Corporation;

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 

Date: June 13, 2012	/s/ Carman Parente
	Carman Parente, Chief Financial Officer

Page 31 of 32

EXHIBIT 32.1

CERTIFICATION OF 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

In connection with the accompanying Quarterly Report on Form 10-Q of NT Mining Corporation for the quarter ended June 30, 2011, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)	the Quarterly Report on Form 10-Q of NT Mining Corporation for the quarter ended June 30, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, fairly presents in all material respects, the financial condition and results of operations of NT Mining Corporation.

                    

Dated: June 13, 2012	/s/ Carman Parente
	Carman Parente, Chief Executive Officer
Dated: June 13, 2012	/s/ Carman Parente
	Carman Parente, Chief Financial Officer

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