piedmont10qsb033108.htm

10QSB 1 piedmont10qsb033108.htm PIEDMONT MINING COMPANY, INC. FORM 10-QSB MARCH 31, 2008 piedmont10qsb033108.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the Quarterly Period Ended March 31, 2008

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

For the transition period from _____ to _____.

Commission File No. 333-135376

PIEDMONT MINING COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

North Carolina		56-1378516
(State or Other Jurisdiction Of Incorporation or Organization)		(I.R.S. Employer Identification Number)

18124 Wedge Parkway, Suite 214 Reno, Nevada		89511
(Address of Principal Executive Offices)		(Zip Code)

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

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

Yes x No ¨

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

Yes ¨ No x

As of May 3, 2008 there were 64,328,645 outstanding shares of the issuer’s common stock.

Transitional Small Business Disclosure Format (Check one):

Yes ¨ No x

PIEDMONT MINING COMPANY, INC.

FORM 10-QSB INDEX

	Page Number

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007	3
Consolidated Statements of Loss for the Three Months Ended March 31, 2008 and 2007, (unaudited)	4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007 (unaudited)	5
Notes to Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis or Plan of Operation	20
Item 3. Controls and Procedures	24

PART II – OTHER INFORMATION
Item 1. Legal Proceedings	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Submission of Matters to a Vote of Security Holders	26
Item 5. Other Information	26
Item 6. Exhibits	26
Signature Page	27

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PIEDMONT MINING COMPANY, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	2008 (unaudited)		2007 (audited)
CURRENT ASSETS	$		$
Cash and cash equivalents		3,430		165,877
Prepaid expenses and other		12,567		21,168
Total current assets		15,997		187,045

MINERAL PROPERTIES (Note 3)		285,500		275,500
PROPERTY AND EQUIPMENT (Note 4)		713		929

Total Assets		302,210		463,474

CURRENT LIABILITIES
Accounts payable and accrued liabilities	310,426	322,149
Due to related parties (Note 5)	96,550	83,008
Total current liabilities	406,976	405,157

STOCKHOLDERS’ EQUITY (DEFICIENCY)
Capital Stock (Note 6)
Authorized:
50,000,000 Preferred stock $1.00 par value
200,000,000 Common stock no par value
Common stock issued and outstanding: 63,192,312 common (2007 – 63,063,774)	15,738,185		15,700,695
Additional paid-in capital	782,809		730,042
Deficit accumulated prior to the exploration stage	(12,564,287	)	(12,564,287	)
Deficit accumulated during exploration stage	(4,061,473	)	(3,808,133	)
Total stockholders’ equity (deficiency)	(104,766	)	58,317
Total liabilities and stockholders’ equity (deficiency)	302,210		463,474

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

PIEDMONT MINING COMPANY, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF LOSS

(unaudited)

	Three months Ended March 31, 2008			Three months Ended March 31, 2007			For the Period from January 1, 2002 (Date of Inception of Exploration Stage) to March 31, 2008
	$			$			$

EXPENSES
Depreciation		216			465			145,670
Exploration, geological and geophysical costs		73,961			83,469			1,876,218
General and administrative		35,354			40,895			722,847
Management fees		91,267			109,365			628,938
Professional fees		55,740			60,232			652,435

		256,538			294,426			4,026,108

LOSS BEFORE OTHER ITEMS		(256,538	)		(294,426	)		(4,026,108	)

INTEREST INCOME		3,198			1			11,225

LOSS ON OTHER NON-OPERATING ACTIVITIES		-			-			(46,590	)


NET LOSS		(253,340	)		(294,425	)		(4,061,473	)

BASIC AND DILUTED LOSS PER SHARE		(0.004	)		(0.006	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED		63,109,248			51,607,068

The accompanying notes are an integral part of these financial statements

PIEDMONT MINING COMPANY, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended March 31,						For the Period from January 1, 2002 (Date of Inception of Exploration Stage) to March 31,
	2008			2007			2008
	$			$			$

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss		(253,340	)		(294,425	)		(4,061,473	)
Adjustments to reconcile net loss to net cash from operating activities:
Warrants issued as finance fees		-			-			92,100
Stock based compensation		52,767			85,365			319,634
Depreciation		216			465			145,670
Loss on other non-operating activities		-			-			(21,000	)
Changes in operating assets and liabilities:
Prepaid expenses and other		8,601			14,260			(9,617	)
Accounts payable and accrued liabilities		1,819			86,059			367,519
NET CASH FLOWS USED IN OPERATING ACTIVITIES		(189,937	)		(108,276	)		(3.167.167	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares for cash, net of issuance costs		37,490			83,750			3,037,214
Related party advances (repayments)		-			9,000			(14,005	)
Convertible notes		-			-			291,145
NET CASH FLOWS FROM FINANCING ACTIVITIES		37,490			92,750			3,314,354

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			-			(5,579	)
Proceeds from non-operating activities		-			-			97,125
Mineral property costs		(10,000	)		-			(236,000	)
NET CASH FLOWS USED IN INVESTING ACTIVITIES		(10,000	)		-			(144,454	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(162,447	)		(15,526	)		2,733
CASH AND CASH EQUIVALENTS, BEGINNING		165,877			17,222			697

CASH AND CASH EQUIVALENTS, ENDING		3,430			1,696			3,430

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES (Note 7)

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

NOTE 1: NATURE OF OPERATIONS

Piedmont Mining Company, Inc. (the Company) was formed in 1983 under the laws of North Carolina, USA and is currently in the exploration stage, which is characterized by significant expenditures for the examination and development of exploration properties. As a result, under Statement of Financial Accounting Standards No. 7 (SFAS) Accounting and Reporting by Development Stage Enterprises, the Company re-established itself as an exploration stage company in 2003 and began reporting under exploration stage guidelines.

The Company has entered into option and earn-in agreements on seven (7) different exploration properties in the state of Nevada and may opt to acquire one or more of the properties that the Company currently leases pursuant to option and earn-in agreements. Management’s plan is to conduct exploration for gold and silver at these properties and at other properties it may enter into agreements on to assess whether they might possess economic deposits of gold and/or silver which could be recovered at a profit. The Company does not intend to build an exploration staff but rather to work with competent exploration groups who can manage the exploration activities on these properties with the Company’s funding.

The Company’s focus for the foreseeable future will be on exploration of its various existing mineral properties and exploration of new properties. Since April 2005, The Company has entered into agreements, directly and under options, for the purpose of exploring for economic deposits of gold and silver in the State of Nevada. In April 2006 the Company commenced exploration on the Trinity Silver Project in Pershing County, Nevada. (Note 3)

Going Concern

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

The Company is in the exploration stage and to date has not yet generated any net revenues or cash flow from its activities. The Company has a history of losses and has a working capital deficit of $390,979 and a deficit of $16,625,760 at March 31, 2008. This creates an uncertainty as to how the Company will fund its operations and maintain sufficient cash flow to operate as a going concern. These financial statements do not reflect any adjustments to the carrying values of assets that might result from the outcome of this uncertainty.

The Company intends to fund its ongoing operations by way of private placements of its securities as may be required. Since 2002, private placements of stock with warrants and the exercise of some of those warrants have resulted in total cash proceeds of $2,037,214 through March 31, 2008.

Management believes these efforts will contribute toward funding the Company’s activities until appropriate levels of funding can be arranged and/or revenue can be earned from the properties either through production or sale. The Company’s ability to meet its cash requirements in the next year is dependent upon its continuing to obtain financing and satisfying certain obligations, such as compensating its officers and consultants either through monetary means or the granting of stock options. If this is not achieved, there is substantial doubt the Company may be able to continue as a going concern.

NOTE 1: NATURE OF OPERATIONS (continued)

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2007, included in the Company’s form 10-KSB filed with the Securities and Exchange Commission. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending Decembe31, 2008.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements are presented in United States dollars and have been prepared in accordance with accounting principals generally accepted in the United States of America.

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, NetColony, LLC and Piedmont Gold Company, Inc. Neither subsidiary has material operations, tangible assets or liabilities. All significant intercompany accounts and transactions, if any, have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents.

Comparative Figures

Certain comparative figures have been reclassified in order to conform to the current year’s financial statement presentation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are determining the fair value of shares of common stock, convertible debentures and financial instruments. Other areas requiring estimates include deferred tax balances, valuation allowances, allocations of expenditures to mineral property interests and asset impairment tests.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral Property Costs

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Pursuant to Emerging Issues Task Force (EITF) 04-02, mineral rights are capitalized at cost. This includes lease payments under exploration agreements. The projects are assessed for impairment when facts and circumstances indicate their carrying values exceed the recoverable values, such as failure to discover mineable ore. If a mineable ore body is found, these costs will be amortized when production begins using a units-of-production method. These costs are recorded to exploration projects on the consolidated balance sheets. Other exploration, geological costs and research and development costs are expensed as incurred

In the event that mineral property acquisition costs are paid or settled with Company shares, those shares are valued at market at the time the shares are issued.

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property to production are capitalized.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these financial statements, all of the Company’s exploration costs have been expensed.

To date the Company has not established any proven or probable reserves on its mineral properties.

Asset Retirement Obligations

The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets. The adoption of this standard has had no effect on the Company's financial position or results of operations. To December 31, 2007 any potential costs relating to the ultimate disposition of the Company's mineral property interests are not determinable.

Impairment of Long-Lived Assets

The Company reviews property and equipment and certain identifiable intangibles, excluding goodwill, for impairment in accordance with SFAS No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate. If property, plant, and equipment and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds fair market value. For the three months ended March 31, 2008 and the fiscal year ended December 31, 2007, the Company had no material impairment of its long-lived assets.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

The fair values of cash and cash equivalents, accounts payable and accrued liabilities and amounts due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The fair value of the Company’s net smelter royalty obligations (refer to Note 3) is not determinable at the current stage of the Company’s exploration program. Accordingly, no value has been assigned by management. The Company’s operations and financing activities are conducted primarily in United States dollars, and as a result the Company is not subject to significant exposure to market risks from changes in foreign currency rates. Management has determined that the Company is not exposed to significant credit risk.

Loss per Common Share

Basic loss per share (“LPS”) includes no dilution and is computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings (loss) of the Company. The common shares potentially issuable upon exercise of stock options and warrants were not included in the calculation of weighted average number of shares outstanding because the effect would be anti-dilutive.

Net loss used in determining basic LPS for the three months ended March 31, 2008 and 2007 was ($253,340) and ($294,425), respectively. The weighted average number of shares of common stock used in determining basic LPS for the three months ended March 31, 2008 and 2007 was 63,109,248 and 51,607,068, respectively.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities 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 balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at March 31, 2008, the Company had net operating loss carry forwards; however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the potential deferred tax assets resulting from these losses carry forwards.

Stock-Based Compensation

On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-Based Compensation (continued)

Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro

forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. The Company has elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006 the first day of the Company’s fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123

Property and Equipment

Property and equipment is comprised of computer equipment that is recorded at cost and amortized over 3 years on a straight-line basis.

Registration Payment Arrangements

On January 1, 2007, the Company adopted FSP EITF 00-19-02, Accounting for Registration Payment Arrangements (“FSP 00-19-2”) which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in consolidated Financial Statements - an Amendment of ARB No. 51." This statement requires that non-controlling or minority interests in subsidiaries be presented in the consolidated statement of financial position within equity, but separate from the parents' equity, and that the amount of the consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income. SFAS No. 160 is effective for the fiscal years beginning on or after December 15, 2008. Currently the Company does not anticipate that this statement will have an impact on its financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. Management is in the process of evaluating the impact, if any, SFAS 141 (Revised) will have on the Company’s financial statements upon adoption.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. SFAS 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS 161 will be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, will be adopted by the Company beginning in the first quarter of 2009. The Company does not expect there to be any significant impact of adopting SFAS 161 on its financial position, cash flows and results of operations.

NOTE 3: MINERAL PROPERTIES

A. Antelope Ridge Project

Under the terms of a Mining Lease with Option to Purchase dated April 26th, 2005 (the “Agreement”), the Company has entered into a Mining Lease with Option to Purchase on 50 claims in the Fish Creek Mining District, Eureka County, Nevada (the “Antelope Ridge Project”) for 10 years pursuant to the following terms:

1.	Lease and option payments required:

(a) initial consideration of $4,000 plus federal and county filing fees of $2,406 as well as payments to each of the two property owners of $3,000 cash and 50,000 shares of common stock; and a further payment to one of the owners, of $2,000 for additional claims location costs were made;

(b) on April 26, 2006, payments to each of the owners of $5,000 cash and shares of common stock having a value of $5,000 were made;

(c) on April 26, 2007, payments to each of the owners of $7,500 cash and shares of common stock having a value of $7,500 were made; and

(d) on April 26, 2008 and each subsequent anniversary of the effective date, payments to each of the Owners of $10,000 cash and shares of common stock having a value of $10,000 as required.

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

(a) Year one - $20,000; (b) Year two - $100,000; and (c) Year three - $100,000.

3.	The Company has the right to purchase the property for the sum of $1,000,000. All payments made to the owners pursuant to clause 1. above shall be applied to the purchase price. The purchase option must be exercised prior to the commencement of production from the property.

4.	The property is subject to a 3% net smelter returns royalty (“NSR”) on production.

5.	The Company may purchase (a) one-third of the reserved royalty (i.e. 1% NSR) for $1,000,000; and (b) a second one-third of the reserved royalty (i.e. 1% NSR) for an additional $4,000,000.

6.	The Company may terminate this Agreement at any time on 60 days notice.

NOTE 3: MINERAL PROPERTIES (continued)

A. Antelope Ridge Project (continued)

As at March 31, 2008, the Company has made lease payments and option payments totaling $68,500 and has expensed $188,340 in exploration costs with respect to the Antelope Ridge Project. In October 2007 drilling commenced on this property. These costs have been funded with proceeds from the sale of common stock and warrants.

B. Bullion Mountain Project

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

1.	Lease payments required:

On signing:

$5,000 plus $2,274 for claims fees reimbursement was paid

First anniversary:

$5,000 was paid

Second anniversary:

$10,000 was paid

d)	Third anniversary and each anniversary thereafter: $15,000

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

By November 2006:

$20,000 (incurred)

By November 2007:

$50,000

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

3.	The Company has the option to purchase this property at any time for $500,000, which must be exercised before production can commence. All lease, work requirement and property maintenance payments made up to this point would be deducted from the purchase price.

4.	Upon exercise of the purchase option, the Company would be required to pay a 3% net smelter returns royalty on production from the property.

5.	The Company has the right to terminate this agreement at any time by giving 60 days prior written notice.

As at March 31, 2008, the Company has made lease payments totaling $20,000 and has incurred $24,458 in exploration costs.

C. Dome-Hi-Ho Project

Effective on April 26, 2005, the Company entered into a five year Exploration and Option to Enter Into a Joint Venture Agreement on 44 claims in Lander County, Nevada (the ‘Dome HiHo Project’), pursuant to the following terms:

1.	Lease and option payments:

On signing Letter of Intent April 2005:

$10,000 was paid in cash

On signing the Agreement August 2005:

$21,000 was paid in cash, and $16,000 in 200,000 shares of common stock

Lease payment August 2005:

$5,000 was paid in cash

Lease payment March 16, 2006:

$10,000 was paid in cash

Lease payment July 2006:

$6,667 was paid in cash

f)	Lease payment March 2007 and each year thereafter: $10,000 in cash until the Company has either earned a 51% interest in the project or terminated the Agreement. Lease payments to March 31, 2008 have been made.

The agreement was subsequently amended on April 3, 2006. The Company must elect by April 26, 2011 to exercise the underlying option on 20 of the claims by paying $200,000.

NOTE 3: MINERAL PROPERTIES (continued)

C. Dome-Hi-Ho Project (continued)

2.	Required expenditures for exploration and property maintenance:

First lease year:

$180,000 (completed)

Second lease year:

$180,000 (completed)

Third lease year:

$400,000

Fourth lease year:

$500,000

Fifth lease year:

$540,000

3.	Upon completing the above work requirements, the Company will have earned a 51% interest in the property and the project, at which point a joint venture will be formed with the Company as the operator.

4.	The underlying purchase option on 20 of the claims was renegotiated in 2006. Accordingly, payments now required on the underlying purchase option are as follows:

On signing the option amendment in April 2006:

$10,000 (paid)

On first anniversary of amendment in April 2007:

$10,000 (paid)

On second anniversary of amendment in April 2008:

$20,000 (paid)

Option exercise price by April 2009:

$200,000, less above payments.

In addition, the Company is obligated to pay the underlying claims maintenance and property holding costs as well as annual rental payments under a pre-existing lease agreement with a third party. The term of this lease is twenty years, beginning July 21, 2003. The Company will therefore be required to pay the following lease amounts:

2007 $8,333 (paid)

After the 2007 anniversary date, the annual rental amount will be increased based on the Consumer Price Index.

6.	The Company would be required to pay royalties based on a graduated scale, ranging from 3.0% to 4.0% should production occur on the property.

As at March 31, 2008, the Company has made lease and option payments totaling $117,000 and has incurred approximately $342,480 in exploration costs with respect to the Dome-Hi-Ho Project.

D. Trinity Silver Project

Effective on September 15, 2005, the Company entered into an Exploration and Development Agreement on the Trinity Silver Project (‘TSP’) in Pershing County, Nevada. The TSP consists of 40 claims, 1,280 acres of fee land and 2,560 acres of sub-leased fee land. Pursuant to the terms of the Agreement:

1.	Lease and option payments required:

On signing:

$10,000 was paid.

2.	Required expenditures for exploration and property maintenance:

In year 1:

$75,000 (completed).

In year 2:

$125,000 (completed).

Prior to September 15, 2008: a total of $1,000,000 in order to earn an initial 25% interest in the TSP.

Prior to September 15, 2010: an additional $1,000,000, in order to earn an additional 26% interest (51% in total) in the TSP.

Prior to September 15, 2013: an additional $2,000,000 in order to earn an additional 9% interest (for a total of 60%) in the TSP.

3.	Upon achieving its 51% or its 60% interest, the Company may then elect to form a joint venture, and the Company would be the operator of the joint venture.

4.	The Company may terminate this agreement at any time upon 30 days written notice.

NOTE 3: MINERAL PROPERTIES (continued)

D. Trinity Silver Project (continued)

As at March 31, 2008, the Company has made lease payments totaling $10,000 and has incurred $581,709 in exploration and property maintenance costs with respect to the Trinity Silver Project.

E. Pasco Canyon Project

On February 14, 2006, the Company entered into a five year Option Agreement (the ‘Agreement’) on 24 claims in Nye County, Nevada (the ‘Pasco Canyon Project’), pursuant to the following terms:

1.	Option payment required: On signing: $10,000 (paid).

2.	The Company is required to expend the following sums on exploration and maintenance of the property during the term of the Agreement:

Year 1 $ 50,000 (extended to July 14, 2008)

Year 2 $100,000

Year 3 $200,000

Year 4 $200,000

Year 5 $450,000

3.	Upon completion of the required expenditures, the Company will have acquired a 60% undivided interest in the property. At that point, a formal joint venture agreement will be entered into by the Company with the Company being the operator of the joint venture.

4.	The Company has the right to terminate this agreement at any time, subsequent to the first year’s expenditure requirement of $50,000, upon 30 days prior written notice.

As at March 31, 2008, the Company has made lease payments totaling $10,000 and has incurred $39,366 in exploration costs with respect to the Pasco Canyon Project. As of March 31, 2008 the Company has not completed all of the prescribed exploration expenditures because a drilling permit has not yet been granted by the U.S. Forest Service. However, on September 17, 2007, the Company was granted an ‘Agreement for Extension’ until July 14, 2008 to complete the work obligation. Based on recent meetings with the U.S. Forest Service, it is currently anticipated that the required permit may be received in the next couple of months. A drilling program has been planned and these costs will be funded by the sale of common stock and warrants.

F. Dutch Flat Gold Project

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

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

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

Year 1 $200,000 (incurred)

Year 2 $300,000

Year 3 $500,000

Year 4 $500,000

Year 5 $500,000

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

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

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

NOTE 3: MINERAL PROPERTIES (continued)

F. Dutch Flat Gold Project (continued)

As at March 31, 2008, the Company has made lease payments totaling $35,000 and has incurred $492,965 in exploration costs.

G. PPM Gold Project

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

Under the terms of the Exploration Agreement, Piedmont has an option to earn a 55% interest in 44 mining claims, located in Humboldt County, Nevada by incurring $1,750,000 in exploration work during a five year period as follows:

(i)

paying $25,000 to Miranda within 30 days of the effective date of the Exploration Agreement (paid);

(ii)

incurring at least $175,000 in exploration work during the first year of the Exploration Agreement;

(iii)

incurring an additional $200,000 in exploration work during the second year;

(iv)

incurring an additional $300,000 in exploration work during the third year;

(v)

incurring an additional $425,000 in exploration work during the fourth year; and

(vi)

incurring an additional $650,000 in exploration work during the fifth year.

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

As at March 31, 2008, the Company made an initial payment of $25,000 on signing and has expended $61,518 in exploration costs with respect to the PPM Gold Project.

A summary of capitalized expenditures, per property, is as follows:

	Balance as at December 31, 2007		Incurred during the period		Balance as at March 31, 2008
	$		$		$
Antelope Ridge		68,500				68,500
Bullion Mountain		20,000		-		20,000
Dome Hi-Ho		107,000		10,000		117,000
Dutch Flat		35,000		-		35,000
Pasco Canyon		10,000		-		10,000
Trinity Silver		10,000		-		10,000
PPM Gold		25,000				25,000
		275,500		10,000		285,500

NOTE 3: MINERAL PROPERTIES (continued)

H. Willow Creek Project

A Letter of Intent was signed with Carlin Gold Corporation on the Willow Creek property, Elko County, Nevada on November 12, 2007 and an initial payment of $10,000 was made on signing. The terms for a final agreement have not been completed as at March 31, 2008.

NOTE 4: PROPERTY AND EQUIPMENT

	March 31, 2008			December 31, 2007

Computer Equipment	$	5,578		$	4,290
Less: accumulated depreciation		(4,865	)		(3,361	)
	$	713		$	929

NOTE 5: DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

The Board of Directors has authorized a monthly management fee of $10,000 to the Company’s President and CEO, which was increased to $14,000 per month, effective February 1, 2008. The unpaid portion of the monthly management fees at March 31, 2008 and December 31, 2007 was $83,000 and $82,000, respectively. Unpaid administrative expenses incurred by the President and CEO at March 31, 2008 and December 31, 2007 were $3,886 and $0, respectively. The Company reimburses the President for office rent, which totaled $4,800 for the three months ended March 31, 2008, and $3,600 for the three months ended March 31, 2007.

The unpaid portion of exploration costs incurred by the Company’s Vice-President at March 31, 2008 and December 31, 2007 were $9,664 and $1,621, respectively, which includes his compensation of $8,200 and $950, respectively, for services related to the various exploration projects and research and development.

The directors receive a fee of $200 per meeting for participating in Board meetings and Compensation and Audit Committee meetings. The Chairmen of these Committees receive $300 per meeting. All directors’ fees were paid at March 31, 2008 and December 31, 2007.

From time to time, the Company’s officers and directors advance monies to the Company. These loans bear interest at 5% annually. These loans are unsecured and have no fixed repayment terms. The unpaid balances related to these advances at March 31, 2008 and December 31, 2007 were $nil, respectively.

No stock options were granted to its officers or directors by the Company for the three months ended March 31, 2008.

All related party transactions involving provision of services or transfer of tangible assets in the normal course of business were recorded at the exchange amount, which is the value established and agreed to by the related parties reflecting arms length consideration payable for similar services or transfers. (Other related party transactions are disclosed in Note 6.)

NOTE 6: CAPITAL STOCK

Share Capital

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

The holders of the Company’s common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available.

The Company did not declare or pay any cash dividends during the past two years. The Company has no present plans for the payment of any dividends.

Common Share Transactions

During the three months ended March 31, 2008, the Company completed the following equity transactions:

A private placement offering of 74,967 Units, consisting of one share of Common Stock (the “Shares”) and one share of a Common Stock Purchase Warrant (the “Warrants”) at a price of $0.30 per Unit for proceeds of $22,490. The Warrants are exercisable for a period of two years and shall entitle the holder to purchase one share of Common Stock (the “Warrant Shares”) for $0.60 per Warrant Share.

A private placement offering of 53,571 Units, consisting of one share of Common Stock (the “Shares”) and one share of a Common Stock Purchase Warrant (the “Warrants”) at a price of $0.28 per Unit for proceeds of $15,000. The Warrants are exercisable for a period of two years and shall entitle the holder to purchase one share of Common Stock (the “Warrant Shares”) for $0.50 per Warrant Share.

Stock-Based Compensation and Other Equity Transactions

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

For options issued to service providers, the Company follows SFAS No. 123(R), Accounting for Stock-Based Compensation, which requires that such transactions be accounted for using a fair-value-based

method. The Company uses the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123(R).

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

No options were issued during the three months ended March 31. 2008.

Of the 450,000 stock options granted during the year ended December 31, 2007, 150,000 vested in 2007; 150,000 vest in 2008; and the remainder vest in 2009. The terms of these awards are three to five years. The fair value of these options was $43,900 at the 2007 grant date. Total compensation expense for the three months ended March 31, 2008 was $52,767 and for the year ended December 31, 2007 equaled $143,500, which corresponds to the vesting schedule. As of March 31. 2008, the total compensation expense related to non-vested awards to be recognized in future periods is $71,134. This expense will be recognized ratably as the stock options vest on the anniversary dates of the grants during 2008 and 2009.

In February, 2008 a director resigned from the Company’s Board and his vested options expired unexercised.

NOTE 6: CAPITAL STOCK (continued)

Stock-Based Compensation and Other Equity Transactions (continued)

Below is a summary of the stock option activity for the three months ended March 31, 2008:

				Weighted
				Average
	Number			Exercise Price
				$
Outstanding, December 31, 2007		5,975,000			0.235
Expired March 4, 2008		(400,000	)		0.200
Outstanding, March 31, 2008		5,575,000			0.237

				Weighted
	Nonvested			Average
	Options			Fair Value
Nonvested Options				$
Nonvested options, December 31, 2007		1.150.000			0.11
Vested		(483,333	)		0.11
Nonvested options March 31, 2008		666,667			0.11

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

Options Outstanding at March 31, 2008				Options Exercisable at March 31, 2008
		Weighted			Weighted
		Average			Average
		Remaining	Weighted		Remaining	Weighted
Range of	Number	Contractual	Average	Number	Contractual	Average
Exercise Prices	of Shares	Life (in years)	Exercise Price	of Shares	Life (in years)	Exercise Price
$ 0.25 – 0.27	5,575,000	2.98	$ 0.237	4,908,333	2.848	$ 0.207

Options Outstanding at December 31, 2007				Options Exercisable at December 31, 2007
		Weighted			Weighted
		Average			Average
Range of		Remaining	Weighted		Remaining	Weighted
Exercise	Number	Contractual	Average	Number	Contractual	Average
Prices	Of Shares	Life (in years)	Exercise Price	of Shares	Life (in years)	Exercise Price
$ 0.20 – 0.27	5,975,000	3.15	$ 0.235	4,825,000	2.531	$ 0.233

The intrinsic value of the outstanding and exercisable stock options at March 31, 2008 was approximately $20,500.

Common Stock Purchase Warrants

Outstanding warrants at March 31, 2008 were 10,825,538. The exercise prices on all warrants range from $0.15 to $0.60 per share. The warrants are exercisable immediately upon issuance and the expiration dates range between one year and five years after the date of issuance.

During the three months ended March 31, 2008, the Company issued warrants relating to unit private placements granting holders the right purchase 128,538 shares of common stock. The exercise prices on these warrants range from $0.50 to $0.60 per share. The warrants were exercisable immediately upon issuance and the expiration dates are two years after issuance. The Company estimated the total fair market value of these warrants to be nominal at the date of grant and the fair value of the warrants has been included in capital stock.

NOTE 6: CAPITAL STOCK (continued)

Common Stock Purchase Warrants (continued)

During the year ended December 31, 2007, the Company issued warrants relating to unit private placements granting holders the right purchase 4,932,500 shares of common stock. The Company estimated the total fair market value of these warrants to be $210,300 at the date of grant, using the same methods and assumptions employed above in valuing the stock options. The exercise prices on these warrants range from $0.16 to $0.60 per share. The warrants were exercisable immediately upon issuance and the expiration dates range between one year and five years after issuance. .

The intrinsic value of warrants exercisable at March 31, 2008 was approximately $119,148.

A summary of the Company’s stock purchase warrants is presented below:

	Number of Warrants		Weighted average exercise price		Weighted average remaining life (years)
			$
Balance, December 31, 2007		10,697,000		0.31		1.24
Issued		128,538		0.56
Balance, March 31, 2008		10,825,538		0.31		1.00

NOTE 7: SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES


	Three months ended March 31, 2008		Three months ended March 31, 2007
	$		$
Interest paid		-		-
Income taxes paid		-		-

NOTE 8: SUBSEQUENT EVENTS

1. During April, 2008, 3,689,167 warrants expired unexercised and 737,833 warrants were exercised at a price of $0.15 per share for proceeds of $110,675.

2. On April 7, 2008, a 3 year option was granted to purchase 150,000 shares of the Company’s Common Stock at $0.28 per share.

3. In April 2008, the Company completed a private placement offering of 312,500 Units, consisting of one share of Common Stock and one Common Stock Purchase Warrant at a price of $0.16 per Unit for proceeds of $50,000. The Warrants are exercisable for a period of two years and entitle the holder to purchase one share of Common Stock for $0.25 per Share.

NOTE 8: SUBSEQUENT EVENTS (continued)

4. In April 2008, the Company completed a private placement offering of 86,000 Units, consisting of one share of its Common Stock and one Common Stock Purchase Warrant at a price of $0.175 per Unit for proceeds of $15,050. The Warrants are exercisable for a period of two years and entitle the holder to purchase one share of Common Stock for $0.27 per Share.

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

Forward-Looking Statements and Associated Risks.

Except for statements of historical facts, this report contains forward-looking statements involving risks and uncertainties. You can identify these statements by forward-looking words including “believes,” “considers,” “intends,” “expects,” “may,” “will,” “should,” “forecast, “ or “anticipates,” or the equivalents of those words or comparable terminology, and by discussions of strategies that involve risks and uncertainties. Forward-looking statements are not guarantees of our future performance or results, and our actual results could differ materially from those anticipated in these forward-looking statements. We wish to caution readers to consider the important factors, among others, that in some cases have affected, and in the future could affect our actual results and could cause actual consolidated results for future fiscal years to differ materially from those expressed in any forward-looking statements made by us or on our behalf. These factors include without limitation, our ability to obtain capital and other financing in the amounts and at the times needed, identification of suitable exploration properties for acquisition, the successful discovery of gold, silver or other precious metals in quantities economically feasible for profitable production, changes in gold and silver prices, changes in the political climate for gold and silver exploration, and other risk factors listed from time to time in our Securities and Exchange Commission reports, including in particular the factors and discussions under the heading “Risk Factors” in the Annual Report on Form 10-QSB for the year ended December 31, 2007 that was filed with the Securities and Exchange Commission on March 31, 2008.

Overview of Business

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

Going Concern

The report of our independent auditors in our December 31, 2007 financial statements includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses from operations, an accumulated deficit of $16,372,420 and a working capital deficit of $218,116 at December 31, 2007. Our ability to continue as a going concern will be determined by our ability to raise adequate funds and conduct one or more successful exploration programs. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

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

Results of Operations

Discussion of Revenues

We have no revenues at this time and have not had any revenues in recent years, because we are an exploration company. We do not anticipate that significant revenues will be achieved until we either:

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

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

consummate a merger or acquisition with an operating company.

There is no guaranty that our exploration activities will locate viable gold and/or silver reserves, or if an economic mineral deposit were discovered that we would be able to commence commercial production, or that if we do locate viable mineralization that we would be able to secure the funding necessary to proceed with the mining and production of the ore.

Expenses for the Three Month Period ending March 31, 2008 vs. March 31, 2007

Exploration, geological and geophysical costs decreased by $9,508, or (11.39%), to $73,961 for the three months ended March 31, 2008 as compared to $83,469 for the three months ended March 31, 2007. The principal reason for this decrease was due to a decrease in exploration activity on various properties.

Management fees decreased by $18,098, or (16.55%), to $91,267 for the three months ended March 31, 2008 as compared to $109,365 for the three months ended March 31, 2007. The principal reason for this change for the three month period was due to a reduction of $32,598 in recording the expense of vested options and an increase of $14,500 in management and directors’ fees due to an increase in the monthly fees paid to a director.

For the three months ended March 31, 2008, professional fees decreased $4,492, or (7.46)%, to $55,740 as compared to $60,232 for the three months ended March 31, 2008. This change for the three month period is due to a decrease in accounting fees of $13,362 and an increase in legal fees of $8,870 related to the sale of stock through private placement and preparation of documents for the sale of units with warrants attached.

Depreciation expense decreased by $249, or (53.55%), to $216 for the three months ended March 31, 2008 as compared to $465 for the three months ended March 31, 2007. The principal reason for this change is attributable to some equipment becoming fully depreciated.

Liquidity and Financial Condition

Cash and Working Capital

We had an accumulated deficit of ($16,372,420) from our inception in 1983 to December 31, 2007, and an accumulated deficit of ($16,625,760) at March 31, 2008. We have no contingencies or long-term obligations except for our work commitments under our seven (7) option and earn-in agreements on our leased properties. All of these agreements can be terminated by us upon either 30 or 60 days notice.

We had a cash balance of $165,877 on December 31, 2007 and a cash balance of $3,430 on March 31, 2008. For the three month period ending March 31, 2008, we had net cash outflows of $162,447

The cash flows used in operations for the three month period ended March 31, 2008 were $189,938 compared with $108,276 for the same period in 2007. Cash flows used in operations for the three month period ended March 31, 2008 consisted primarily of a net loss of $253,340 offset by stock based compensation of $52,767, with changes in working capital assets and liabilities consisting of a decrease in prepaid expenses of $8,601 and a decrease in accounts payable and accrued liabilities of $1,819.

The cash flows used in investing activities for the three month period ended March 31, 2008 were $10,000 compared to $0 for the same period in 2007. Cash flows used in investing activities consisted of a lease payment of $10,000 on the Company’s mineral properties.

Net cash flows provided by equity financing activities were $37,490 versus $83,750 during the same period in 2007. During the same period in 2007, the Company used $9,000 of proceeds realized on equity financings to repay related party advances.

Internal and External Sources of Liquidity

Over the next 12 months period, we plan to fund our operations through issuances of Common Stock or Common Stock with warrants. We could enter into a joint venture arrangement on one or more of our leased properties. In the event our exploration is successful and mining eventually commences on one or more of our leased properties, we could then commence receiving revenues from the sale of gold and/or silver produced on these properties.

Contractual Obligations

We have no commitments for capital expenditures.

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

We were and are committed to making certain exploration work expenditures, lease and option payments, and claims maintenance payments on properties signed at December 31, 2007 over the forthcoming 12 months period.

Bullion Mountain Project:

Required work expenditure by 3/31/08; $20,000 of which $44,458 has already been expended; In September, 2007, this agreement was amended and the time for completing the remaining work obligation was extended indefinitely.

Current claims maintenance: $5,843 has been paid by December, 2007

Annual payment: $10,000 was paid in November, 2007.

Antelope Ridge:

Required work expenditure by 3/31/08: $120,000, of which $256,840 has already been expended.

Current claims maintenance: $30,173 has been paid by March 31 2008

Annual payments: $15,000 in cash and $15,000 in Common Stock; were made in April, 2007.

No annual payments were required by March 31, 2008.

Dome HiHo Project:

Required work expenditure by 3/31/2008: $360,000, of which $459,479 has already been expended.

Current claims maintenance: $16,705 has been paid by March 31, 2008.

Annual payments: $10,000 which was paid in March, 2008.

Trinity Silver Project:

Required work expenditure: $200,000, of which $616,709 has already been expended.

Current claims maintenance: $19,329 has been paid by March 31, 2008

Annual payments: $0.

Pasco Canyon Gold Project:

Required work expenditure: $49,366 has already been completed. Further work postponed pending receipt of drill permit from U.S. Forest Service.

Current claims maintenance: $6,416 has been paid by March 31, 2008.

Annual payments; $0.

Dutch Flat Gold Project:

Required work expenditure: $200,000 by March 31, 2008, of which $527,965 was expended at March 31, 2008.

Current claims maintenance; $14,250 has been paid by March 31, 2008.

Annual payments; $0.

PPM Miranda Gold Project:

Required work expenditure for first year; $175,000, of which $86,518 has already been expended. Awaiting receipt of drill permit.

Current claims maintenance: $17,801 has been paid by March 31, 2008.

Annual payments; $0.

Willow Creek Project:

Letter of Intent signed: Initial signing fee of $10,000 was made by December, 2007.

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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

Item 3. Controls And Procedures

(A) Evaluation of Disclosure Controls and Procedures

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

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

(B) Changes in Internal Controls

There were no changes in our internal controls or in other factors that could have significantly affected those controls subsequent to the date of our most recent evaluation.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

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

2008:

In February, 2008, 74,967 common shares were sold at $0.30 per share with net proceeds of $22,490.

In March, 2008, 53,571 common shares were sold at $0.28 per share with net proceeds of $15,000.

2007:

In February, 2007, 550,000 common shares were issued on exercise of warrants at $0.15 and $0.16 to net proceeds of $83,750.

In May, 2007, 1,250,000 common shares were sold at $0.16 per share with net proceeds of $178,018.

In June, 2007, 625,000 common shares were sold at $0.16 per share with proceeds of $100,000.

In July, 2007, 1,875,000 common shares were sold at $0.16 per share with proceeds of $300,000.

In August, 2007, 1,818,182 common shares were issued on exercise of warrants at $0.08 to net proceeds of $145,455.

In October, 2007, 656,298 common shares were issued on exercise of warrants at $0.08 per share to net proceeds of $52,504.

In November, 2007, 1,820.000 common shares were sold at $0.30 per share with proceeds of $546,000.

In December, 2007, 300,000 common shares were sold at $0.30 per share with proceeds of $90,000.

The issuances of Common Stock was made by us in reliance upon the exemptions from registration provided under Section 4(2) and 4(6) of the Securities Act and Rule 506 of Regulation D, promulgated by the SEC under federal securities laws and comparable exemptions for sales to “accredited” investors under state securities laws. The original sale of the Warrants in the private placement was made to accredited investors as defined in Rule 501(a) under the Securities Act, no general solicitation was made by us or any person acting on our behalf; the securities sold were subject to transfer restrictions, and the certificates for those shares contain an appropriate legend stating that they have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption there from.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description	Location
31.1	Certification Pursuant to Section 302	Provided herewith
31.2	Certification Pursuant to Section 302	Provided herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350	Provided herewith
32.2	Certification Pursuant to 18 U.S.C. Section 1350	Provided herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934 the registrant has duly caused this Quarterly Report of Piedmont Mining Company, Inc. on Form 10-QSB for the period ended March 31, 2008 to be signed on its behalf by the undersigned, thereunto duly authorized.

	PIEDMONT MINING COMPANY, INC., a North Carolina Corporation
Dated May 14, 2008	/s/ Robert M. Shields, Jr.
	By: Robert M. Shields, Jr. Its: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)