Sanwire Corp - Quarter Report: 2012 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

Page 2 of 31

NT MINING CORPORATIONFORM 10-Q

For the Quarter Ended September 30, 2012

TABLE OF CONTENTS

Page 3 of 31

PART 1 - FINANCIAL INFORMATION

Item 1.   Interim Consolidated Financial Statements

The information in this report for the nine months ended September 30, 2012, 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 NT Mining's audited consolidated financial statements for the year ended December 31, 2011 in the Form 10-K.  

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)

September 30, 2012

Page 5 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Interim Consolidated Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited )

		As at September 30, 2012				As at December 31, 2011
		$				$
Assets
Cash and cash equivalents		6,365				1,136
Amounts receivable		-				41
Prepaid expense		-				-
		6,365				1,177
Mineral property interests (Note 4)		78,191				78,000
		84,556				79,177
Liabilities
Accounts payable and accrued liabilities (Note 5)		407,512				317,783
Debenture payable (Note 7)		480,624				469,785
Note payable from related parties (Note 6)		184,202				172,973
Due to related parties (Note 9)		144,865				113,243
		1,217,203				1,073,784
Stockholders' Deficiency
Convertible Preferred stock (Note 8)
Authorized - 1,000,000 preferred shares, $0.001 par value
Issued and outstanding
September 30, 2012 – 50,000 preferred shares, $0.001 par value
December 31, 2011 – Nil preferred shares, $0.001 par value		50				-
Capital stock (Note 8)
Authorized - 400,000,000 common shares, $0.001 par value
Issued and outstanding
September 30, 2012 – 47,596,826 common shares, $0.001 par value
December 31, 2011 – 47,596,826 common shares, $0.001 par value		47,596				47,596
Shares to be issued		60,000				60,000
Additional paid-in capital		9,708,552				9,273,602
Accumulated other comprehensive loss		(5,804)				(5,776)
Deficit, accumulated during the exploration stage		(10,943,041)				(10,370,029)
			(1,132,647)				(994,607)
		84,556				79,177

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

Page 6 of 31

NT MINING CORPORATION

       

(An Exploration Stage Company)

Interim Consolidated Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

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

Page 7 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Interim Consolidated Statements of Changes in Stockholders’ Deficiency

(Expressed in U.S. Dollars)

(Unaudited)

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

Page 8 of 31

NT MINING CORPORATION

       

(An Exploration Stage Company)

Interim Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

Supplemental Disclosures with Respect to Cash Flows (Note 12)

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

Page 9 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

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 passed away and the Company then discontinued its business operations.

BML owns Mineral Lease #2775 plus 4 mineral claims located in the South MacKenzie Mining District, Northwest Territories, Canada (the “Bullmoose Gold Mine Property”).  According to a geological report issued May 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 Bullmoose Gold Mine Property (Note 4).  

As part of the acquisition of BML, the Company is obligated to pay annual royalties of $36,000 and to pay down a debenture liability as disclosed in Note 7. Since the Company continues to retain title to Bullmoose Gold Mine Property as of September 30, 2012, these obligations continue to be reflected in the interim consolidated financial statements of the Company.

On or about December 15, 2010, the Company entered into an agreement to settle litigation related to the ownership of BML and to rescind its acquisition of BML (the “Settlement Agreement”).  More particularly, the 6,000,000 common shares issued by the Company in consideration for the acquisition would 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 was set for June 30, 2012 (the “Closing Date”).  

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company tendered signed settlement documents. As a result, the Company cancelled the 6,000,000 common shares and commenced an action to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to Bullmoose Gold Mine Property through its ownership of all issued shares of BML (Notes 3, 4, 7, 8, 11 and 14).

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 September 30, 2012 and for the nine 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 $573,012 for the nine month period ended September 30, 2012 (September 30, 2011 - $144,363) and has working capital deficit of $1,210,838 at September 30, 2012 (December 31, 2011 - $1,072,607).

The Company is subject to a cease trade order, which was pronounced by the British Columbia Securities

Page 10 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

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.  

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 interim consolidated 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 and forward stock splits (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 2012.  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 September 30, 2012, 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

Page 11 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

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.  

Cash and cash equivalents

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

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 interim consolidated financial statements in conformity with U.S. GAAP 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  interim consolidated 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 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 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

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 interim consolidated financial statements.  As at June 30, 2012, 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.

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 or for total consideration of $374,371 (Notes 4 and 7).   

Page 13 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

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 Bullmoose Gold Mine 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 12.61% of the issued and outstanding common stock of the Company at September 30, 2012.

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 the Settlement Agreement to settle litigation related to the ownership of BML and to rescind its acquisition of BML. More particularly, the 6,000,000 common 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.

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company tendered signed settlement documents. As a result, the Company cancelled the 6,000,000 common shares and commenced an action to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to Bullmoose Gold Mine Property through its ownership of all issued shares of BML (Notes 1, 4, 7, 8, 11 and 14).

NOTE 4 – MINING PROPERTY INTERESTS

Bullmoose Gold Mine Property

On October 14, 2008, the Company acquired BML for total consideration of $374,371 (Note 3).  BML owns Mineral Lease #2775 plus 4 located mineral claims in the South MacKenzie Mining District, Northwest Territories, Canada.

Page 14 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

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 the Settlement Agreement under which the Company would rescind its acquisition of BML in exchange for the return of the 6,000,000 common shares previously issued to HMC and $75,000 of the $85,000 the Company had paid in consideration for the acquisition (Notes 1, 3, 7, 8, 11 and 14).

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) (Notes 8 and 12);

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;

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 (Note 8).

During the year ended December 31, 2011, the Company recorded write-off of accounts payable in the amount of $90,000 related to the Valentine Gold Claim (Note 5).

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.

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

Included in accounts payable and accrued liabilities as at September 30, 2012 is accrued interest of $64,451 related to debenture payable (December 31, 2011 - $52,485) (Note 7).

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.  

During the year ended December 31, 2011, the Company recorded write-off of accounts payable in the amount of $90,000 related to the Valentine Gold Claim (Note 4).

Page 15 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

NOTE 6 – NOTE PAYABLE

		September 30, 2012		December 31, 2011
		$		$
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 nine month period ended September 30, 2012, the Company accrued interest expense of $11,229 (September 30, 2011 – $11,220) related to the note payable. The balance as at September 30, 2012 consists of principal of $150,000 (December 31, 2011 – $150,000) and accrued interest of $34,202 (December 31, 2011 – $22,973) (Note 9).		184,202		172,973

NOTE 7 – DEBENTURE PAYABLE

Debenture payable at September 30, 2012 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 $117,144		-
Net value as at September 30, 2012		480,624
Current portion		480,624
Non-current portion		-

On  October  14,  2008,  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 September 30, 2012, the present value of the debenture is $480,624 (December 31, 2011 – $469,785).  

The Company did not meet the repayment schedule as noted above. Interest is accrued on the overdue principal amounts at 12% per annum from the due dates. During the nine month period ended September 30, 2012, the Company accrued interest expense of $32,456 (September 30, 2011 – $21,656) (Note 5).

The debenture is secured by the assets of the Company, including the issued and outstanding shares of BML,

Page 16 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

which were sold to the Company, and the Bullmoose Gold Mine 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 to protect its interest in BML. The Company is in the process of settling the lawsuit by rescinding the October 14, 2008 agreement under which the Company acquired BML. More particularly, 6,000,000 common 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, will be released on closing.

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company tendered signed settlement documents. As a result, the Company cancelled the 6,000,000 common shares and commenced an action to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to Bullmoose Gold Mine Property through its ownership of all issued shares of BML (Notes 1, 3, 4, 8, 11 and 14).

NOTE 8 – CAPITAL STOCK

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 and forward stock splits.

Authorized

Authorized capital stock consists of 400,000,000 common shares with par value of $0.001 per share and 1,000,000 preferred 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 to companies controlled by directors of the Company to settle debt in the amount of $332,876 (Note 12).  

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.

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 1, 3, 4, 7, 11 and 14).

v.

Page 17 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

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 (Notes 4 and 12).

viii.

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

viiii.

On September 29, 2012, the Company issued 50,000 preferred shares at a fair value of $435,000 to settle debt of $50,000. The Company incurred loss on debt settlement of $385,000.  The preferred shares are convertible into common stock at a ratio of 1000:1.  

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 September 30, 2012.

NOTE 9 – DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

Amounts due to related parties are non-interest bearing, unsecured and due on demand.

As at September 30, 2012, the amount due to related parties includes $11,826 (December 31, 2011 – $23,080) 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 September 30, 2012, the amount due to related parties includes $12,000 (December 31, 2011 – $11,625) payable to a director and officer of the Company related to unpaid consulting fees.

As at September 30, 2012, the amount due to related parties includes $2,882 (December 31, 2011 – $2,948) payable to a company controlled by a director and officer of the Company related to unpaid management fees.

As at September 30, 2012, the amount due to related parties includes $20,000 (December 31, 2011 – $20,000) payable to a director and officer of the Company related to unpaid management fees.  

As at September 30, 2012, the amount due to related parties include $100 (December 31, 2011 – $100) payable to a company controlled by the Chief Executive Officer of the Company related to expenses paid on behalf of the Company.

As at September 30, 2012, the amount due to related parties include $66,640 (December 31, 2011 – $33,600) payable to a company controlled by the Chief Executive Officer of the Company related to unpaid management fees.

Page 18 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

As at September 30, 2012, the amount due to related parties include $31,417 (December 31, 2011 – $21,890) payable to the Chief Executive Officer of the Company related to expenses paid on behalf of the Company.

During the nine month period ended September 30, 2012, the Company paid or accrued management fees of $29,250 (September 30, 2011 – $Nil) to a company controlled by the Chief Executive Officer of the Company.

During the year ended December 31, 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. As at September 30, 2012, a total of $184,202 was payable, which consists of principal of $150,000 and accrued interest of $34,202 (Note 6).

NOTE 10 - INCOME TAXES

The Company has losses carried forward for income tax purposes to September 30, 2012.  There are no current or deferred tax expenses for the nine month period ended September 30, 2012 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 nine month period ended September 30, 2012		For the nine month period ended September 30, 2011(Restated)
		$		$
Deferred tax asset attributable to:
Current operations		194,824		49,083
Less: Change in valuation allowance		(194,824)		(49,083)
Net refundable amount		-		-

Page 19 of 31

NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

The composition of the Company’s deferred tax assets as at September 30, 2012 and December 31, 2011 are as follows:

		As at September 30,  2012		As at December 31,  2011(Audited)
		$		$
Net income tax operating loss carryforward		10,943,041		10,370,029
Statutory federal income tax rate		34%		34%
Effective income tax rate		0%		0%
Deferred tax assets		3,720,633		3,525,810
Less: Valuation allowance		(3,720,633)		(3,525,810)
Net deferred tax asset		-		-

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

As at September 30, 2012, the Company has an unused net operating loss carry-forward balance of approximately $10,943,041 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires between 2017 and 2032.

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, 8 and 14) (the “Share Purchase Agreement”).  Under the Share Purchase Agreement, the Company assumed the liabilities of BML totaling $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, Maple, a former officer of the Company and certain other companies controlled directly or indirectly by the former officer (the “Claim”) in which the Company seeks a declaration that the Company is the legal and beneficial owner of all issued and outstanding shares of BML.  

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NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

On November 17, 2010, HMC, a former officer of the Company and certain other companies controlled directly or indirectly by the former officer filed a counter claim against the Company and one of its directors (the “Counterclaim”). The Counterclaim alleges that the Company owes HMC, the sum of $32,765 under a service contract entered into in 2006. HMC also alleges that the Company defaulted on the Share Purchase Agreement. The Company entered into the Settlement Agreement, the particulars of which are set out in Note 4.  As a result, no accrual has been recorded related to the alleged amounts due to HMC.

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company, tendered signed Settlement documents. As a result, the Company cancelled the 6,000,000 shares and commenced an action in the Supreme Court of British Columbia to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to the mineral properties through its ownership of all issued Bullmoose shares. As at September 30, 2012, the Company was still the owner of BML (Notes 1, 3, 4, 7, 8 and 14).

NOTE 12 – SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

	For the nine month period ended September 30, 2012		For the nine month period ended September 30, 2011(Restated)		For the period from the date of inception on February 10, 1997 to September 30, 2012
		$		$	$
Cash paid during the period for interest		-		132	12,480
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 (Notes 4 and 8)		-		-	2,150,000
Common shares issued for debt (Note 8)		-		-	332,876
Preferred shares issued for debt (Note 8)		50,000		-	50,000

NOTE 13 – FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents, accounts payable, debenture 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.    

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NT MINING CORPORATION

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

September 30, 2012

Currency Risk

The Company’s major expenses and payables are in United States 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 September 30, 2012, the Company had a working capital deficiency of $1,210,838. 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 nine month period ended September 30, 2012 to the date the interim consolidated financial statements were available to be issued on December 20, 2012:

None

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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 CORPRORATION FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2012 SHOULD BE READ IN CONJUNCTION WITH NT MINING CORPORATION’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 was set for June 30, 2012 (the “Closing Date”).

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On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company tendered signed settlement documents. As a result, the Company cancelled the 6,000,000 common shares and commenced an action to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to Bullmoose Gold Mine Property through its ownership of all issued shares of BML.

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 nine months ended September 30, 2012 and 2011

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

EXPENSES - Total expenses were $573,012 for the nine month period ended September 30, 2012.  Expenses had increased for the current nine month period as compared to the nine month period ended September 30, 2011 – $144,363. A total of $3,904,929 in expenses has been incurred by NT Mining since inception on February 10, 1997 through to September 30, 2012 (excluding the expenses prior to discontinued operation).  The increase in costs over this nine month period is due to loss on settlement of accounts payable, the increase in selling, general and administrative expenses and interest expense. The costs can be subdivided into the following categories.

1.

Selling, general and administrative expenses: $97,226 in general and administrative expenses was incurred for the nine month period ended September 30, 2012 as compared to $56,013 for the nine month period ended September 30, 2011, an increase of $41,213, due to the increase in legal and accounting services.

2.

Interest expense: The Company incurred interest expenses of $54,786 for the nine month period ended September 30, 2012 as compared to $52,350 for the nine month period ended September 30, 2011.  

3.

Royalty expenses: $36,000 in royalty expenses was incurred for the nine month period ended September 30, 2012 as compared to $36,000 for the nine period ended September 30, 2011.

4.

Loss on settlement of accounts payable: $385,000 in loss on settlement of accounts payable was incurred for the nine month period ended September 30, 2012 as compared to $nil for the nine period ended September 30, 2011.

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

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

During the nine month period ended September 30, 2012, NT Mining satisfied its working capital needs by carefully managing its cash flow and deferring payments to its services vendors.  As September 30, 2012, the Company had cash and cash equivalents on hand in the amount of $6,365 (December 31, 2011 - $1,136) and current payable and accrued liabilities of $1,217,203 (December 31, 2011 - $1,073,784).  As September 30, 2012, NT Mining has $407,512 in accounts payable and accrued liabilities, $480,624 in debentures payable, $184,202 in note payable to related parties, and an additional $144,865 payable to related parties.  Given the current financial situation 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 nine months ended September 30, 2012 and 2011 used cash of $26,393 and $(1,163) net of foreign exchange effect, respectively, which reflect our recurring operating losses. Our net losses of $573,012 and $144,363 for the nine months ended September 30, 2012 and 2011, respectively, were the primary reasons for our negative operating cash flow in both years. Our reported negative operating cash flows for the nine months ended September 30, 2012 was offset by loss on settlement of accounts payable of $385,000, imputed interest of $10,839 on debenture and accrued interest of $43,686 for the reporting period.

Cash Used in Investing Activities

For the nine months ended September 30, 2012 and 2011, we used $Nil in investing activities.

Cash from Financing Activities

Net cash flows provided by financing activities for the nine month ended September 30, 2012 was $31,622 mainly from related party loans. Net cash flows used in financing activities for the nine months ended September 30, 2011 was $1,636.

Off-Balance Sheet Arrangement

As of September 30, 2012, NT Mining did not have any off-balance sheet arrangements.

Capital Expenditure

Capital expenditures for the nine month period ended September 30, 2012, 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.

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.

Fair Value of Financial Instruments

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

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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.

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 September 30, 2012. 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 September 30, 2012. 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 September 30, 2012 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 (collectively the “Defendant”), to assert its interest in Bullmoose. On October 14, 2008, the Company had acquired Bullmoose as described in Note 3 to the attached interim consolidated financial statements.  However,  on or about August 10, 2010, the Company and its directors and officers other than the Defendant discovered that the 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.  

On or about December 15, 2010, the Company entered into a settlement agreement underwhich the Company’s acquisition of Bullmoose will be rescinded (the “Settlement Agreement”).  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.  The Company continues to retain title to Bullmoose as of June 30, 2012.  

On the Closing Date (July 3, 2012, the first business day after June 30, 2012) all parties to the Settlement Agreement, except those responsible to return the $75,000 to the Company, tendered signed Settlement documents. As a result, the Company cancelled the 6,000,000 shares and commenced an action in the Supreme Court of British Columbia to recover the $75,000. The Company takes the position that until this sum is paid, it continues to hold title to the mineral properties through its ownership of all issued Bullmoose shares.

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.

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Use of Proceeds from Unregistered Securities

Not Applicable.

Item 3.  Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5.  Other Information

No items to disclose.

Item 6.  Exhibits and Certifications

Exhibit Number	Exhibit Title
31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32	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.

December 20, 2012

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

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EXHIBIT 31

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.       I am 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.       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: December 20, 2012	/s/ Carman Parente
	Carman Parente, President, Chief Executive Officer, Chief Financial Officer, Principal Financial Officer, Secretary, Treasurer and Director

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EXHIBIT 32

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 September 30, 2012, 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 September 30, 2012, 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 September 30, 2012, fairly presents in all material respects, the financial condition and results of operations of NT Mining Corporation.

                   

Dated: December 20, 2012	/s/ Carman Parente
	Carman Parente, President, Chief Executive Officer, Chief Financial Officer, Principal Financial Officer, Secretary, Treasurer and Director

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