10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2014

OR

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

For the transition period from                             to                           

Commission file number:     000-53662

BUTTE HIGHLANDS MINING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	81-0409475
(State or other jurisdiction of incorporation  or organization)	(I.R.S. Employer Identification No.)
P.O.   Box 99, Liberty Lake, WA	99019
(Address of principal executive offices)	(Zip Code)

(509) 979-3053

(Issuer's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 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 filings for the past 90 days.  YES x  NO  ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  According to our Transfer Agent, at July 31, 2014, there were 1,327,698 shares of Class A Common Stock and 1,654,191 shares of Class B Common Stock issued and outstanding.

BUTTE HIGHLANDS MINING COMPANY

(A Development Stage Company)

Table of Contents

PART I. FINANCIAL STATEMENTS

ITEM 1.  FINANCIAL STATEMENTS

BUTTE HIGHLANDS MINING COMPANY (A Development Stage Company) BALANCE SHEETS
						June 30		December 31
						2014		2013
						(unaudited)
ASSETS
	CURRENT ASSETS
		Cash and cash equivalents			$	151,266	$	171,951
		Prepaid expense				-		327
				Total Current Assets		151,266		172,278
	TOTAL ASSETS				$	151,266	$	172,278
LIABILITIES AND STOCKHOLDERS' EQUITY
	CURRENT LIABILITIES
		Accounts payable			$	-	$	925
				Total Current Liabilities		-		925
	COMMITMENTS AND CONTINGENCIES					-		-
	STOCKHOLDERS' EQUITY
		Preferred stock, $0.001 par value, 20,000,000 shares authorized,				-		-
			none issued and outstanding
		Common stock, Class A, $0.001 par value
			500,000,000 shares authorized; 1,327,698
			shares issued and outstanding			1,328		1,328
		Common stock, Class B, $0.001 par value
			1,707,093 shares authorized; 1,654,191
			shares issued and outstanding			1,654		1,654
		Additional paid-in capital				269,469		269,469
		Accumulated income prior to development stage				242,106		242,106
		Accumulated deficit during development stage				(363,291)		(343,204)
			Total Stockholders' Equity			151,266		171,353
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	151,266	$	172,278

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

BUTTE HIGHLANDS MINING COMPANY  (A Development Stage Company)  STATEMENTS OF OPERATIONS
												Period from
												May 18, 2007
												(Inception of
				Three Months Ended				Six Months Ended				Development
				June 30				June 30				Stage) to June 30
				2014		2013		2014		2013		2014
				(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
REVENUES			$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES
	Professional fees			6,362		22,191		18,557		23,506		251,319
	Depreciation			-		-		-		-		1,295
	Officers and directors fees			-		-		-		-		6,000
	General and administrative			1,162		10,728		1,534		18,922		63,653
		TOTAL OPERATING EXPENSES		7,524		32,919		20,091		42,428		322,267
LOSS FROM OPERATIONS				(7,524)		(32,919)		(20,091)		(42,428)		(322,267)
OTHER INCOME (EXPENSES)
	Interest income			2		-		4		502		10,813
	Interest expense			-		-		-		-		(553)
	Other income			-		-		-		-		740
	Other expense			-		-		-		-		(459)
	Other than temporary impairment of investment			-		-		-		-		(165,240)
	Gain on sale of investment			-		-		-		-		66,072
		TOTAL OTHER INCOME (EXPENSES)		2		-		4		502		(88,627)
LOSS BEFORE TAXES				(7,522)		(32,919)		(20,087)		(41,926)		(410,894)
INCOME TAXES
	Income tax benefit			-		-		-		-		50,764
	Tax expense			-		-		-		-		(3,161)
				-		-		-		-		47,603
NET LOSS			$	(7,522)	$	(32,919)	$	(20,087)	$	(41,926)	$	(363,291)
	NET LOSS PER COMMON SHARE,
		BASIC AND DILUTED	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.01)
	WEIGHTED AVERAGE NUMBER OF
		COMMON STOCK SHARES
		OUTSTANDING, BASIC AND DILUTED		2,981,889		2,981,889		2,981,889		2,981,889

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

BUTTE HIGHLANDS MINING COMPANY (A Development Stage Company) STATEMENTS OF CASH FLOWS
								Period from
								May 18, 2007
								(Inception of
				Six Months Ended				Development Stage)
				June 30				to June 30
			(unaudited)		(unaudited)			2014
			2014		2013			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss		$	(20,087)	$	(41,926)	$	(363,291)
	Adjustments to reconcile net income (loss) to net cash
		provided (used) by operating activities:
		Depreciation		-		-		1,295
		Gain on sale of investments		-		-		(66,072)
		Other than temporary impairment of investment		-		-		165,240
	Changes in assets and liabilities:
		Decrease (increase) in prepaid expense		327		(327)		961
		Decrease (increase) in deferred tax asset				-		50,830
		Decrease (increase) in refund receivable				-		3,198
		Increase (decrease) in accounts payable		(925)		(894)		-
		Increase (decrease) in income tax payable		-		-		(237,798)
		Net cash used by operating activities		(20,685)		(43,147)		(445,637)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash paid for equipment purchased			-		-		(543)
	Cash received for mining claims			-		-		405,000
	Cash received for sale of investment			-		-		116,832
		Net cash provided by investing activities		-		-		521,289
CASH FLOWS FROM FINANCING ACTIVITIES:
	Cash received from sale of common stock			-		-		35,000
		Net cash provided by financing activities		-		-		35,000
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS				(20,685)		(43,147)		110,652
Cash, beginning of period				171,951		232,720		40,614
Cash, end of period			$	151,266	$	189,573	$	151,266
				-
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid			$	-	$	-	$	-
Income taxes paid			$	-	$	-	$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Investment received for mining claims			$	-	$	-	$	216,000

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

BUTTE HIGHLANDS MINING COMPANY

(A Development Stage Company)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2014

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Butte Highlands Mining Company (hereinafter “Butte” or “the Company”) was incorporated in May 1929 under the laws of the State of Delaware for the purpose of exploring and mining the Butte Highland’s (Only Chance) Mine, south of Butte, Montana.  The Company was reorganized in October 1996 for the purpose of acquiring and developing mineral properties.  As of the date of reorganization, stockholders representing approximately 76% of the outstanding capital stock could not be located.  In order to obtain the quorum necessary for the special meetings, the Company obtained an order from the Superior Court of Spokane County, Washington appointing a trustee for the benefit of those stockholders which could not be located.  

As of May 17, 2007 the Company had disposed of all of its historical mineral properties or claims, and has reentered the development stage.  The Board of Directors intends to seek out an appropriate business opportunity and has not limited its search to any particular industry. Management believes it can identify opportunities in several sectors and will proceed with the appropriate diligence to create value for the shareholders. Operations are primarily conducted from the Company headquarters in Spokane, Washington.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2013.  In the opinion of management, the unaudited interim financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the six month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Butte Highlands Mining Company is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Fair Value of Financial Instruments

The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2014.

The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.  FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

BUTTE HIGHLANDS MINING COMPANY

(A Development Stage Company)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2014

Level 1.  Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3.  Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.

The Company did not have any assets measured at fair value at June 30, 2014.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset. See Note 4.

New Accounting Pronouncements

On June 10, 2014 the FASB issued authoritative guidance which eliminates the concept of a development stage entity.  The incremental reporting requirements for presenting the development stage operations and cash flows since inception will no longer apply to development stage entities. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2014. The Company is evaluating the effect of this standard on its financial reporting and expects to adopt the transitional changes in the appropriate quarter.

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company utilized office facilities provided by its president.  The value of the office facilities provided by the Company’s president is nominal and immaterial to the financial statements.

NOTE 4 – INCOME TAXES

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.

Significant components of the deferred tax assets at an anticipated tax rate of 35% for the periods ended June 30, 2014 and December 31, 2013 are as follows:

BUTTE HIGHLANDS MINING COMPANY

(A Development Stage Company)

CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2014

	June 30, 2014	December 31, 2013
Net operating loss carryforwards	123,000	103,000
Deferred tax asset	43,079	36,050
Valuation allowance for deferred asset	(43,079)	(36,050)
Net deferred tax asset	-	-

At June 30, 2014, the Company has net operating loss carryforwards of approximately $123,000 which will begin to expire in the year 2031. The change in the allowance account from December 31, 2013 to June 30, 2014 was $7,029.

NOTE 5 – SUBSEQUENT EVENTS

The company entered into a letter of intent which could bring abut a control change which terminates by December 31, 2014.

For the period ended June 30, 2014, there were no recognizable subsequent events. Subsequent events have been evaluated through the date the financial statements were issued.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

Some sections of this management’s discussion and analysis of our financial condition and results of operations may contain forward-looking statements.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions that are not statements of historical facts.  This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance.  The words “believe,” “expect,” “anticipate,” “intends,” “estimates,” “forecast,” “project” and similar expressions identify forward-looking statements.  The forward-looking statements in this document are based upon various assumptions, and although we believe that these assumptions were reasonable when made, these statements are not guarantees of future performance and are subject to certain risks and uncertainties, some of which are beyond our control, and are difficult to predict.  Actual results could differ materially from those expressed in forward-looking statements.   Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s view only as of the date of this report.

Business of Butte Highlands Mining Company

Butte Highlands Mining Company (hereinafter “Butte,” “We” or “the Company”) was incorporated in May 1929 under the laws of the State of Delaware for the purpose of exploring and mining the Butte Highland’s (Only Chance) Mine, south of Butte, Montana. The Company is inactive, having sold the last of its mining claims in 2007.

We intend to acquire an interest in a business seeking the perceived advantages of a publicly registered corporation.  We will not restrict our search to any specific business or industry. We may participate in a business venture of virtually any kind or nature. The Company may seek a business opportunity with an entity which has recently commenced operations, wishes to utilize the public marketplace in order to raise additional capital to expand into new products or markets, develop a new product or service, or for other corporate purposes.  The Company may acquire assets and/or establish subsidiaries in various businesses, or acquire existing businesses as subsidiaries.  Business opportunities may be available in many different industries at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Management of the Company, while not experienced in matters relating to the new direction of the Company, will rely primarily upon their own efforts to accomplish the business purposes.  The Company does not anticipate a significant change in the number of employees during the next 12 months. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel, will be utilized to effectuate its business purposes described herein. During the next twelve months, the Company expects to be able to satisfy its cash requirements, and does not foresee the need to raise additional capital during this period.

Effective July 6, 2009 the Company’s Class A Common Stock was registered under the Securities Exchange Act of 1934.  Effective April 29, 2010, our Class A Common Stock was listed for quotation on the OTC Bulletin Board.  Our trading symbol is “BTHI”.

Result of Operations for period ended June 30, 2014 compared to the period ended June 30, 2013

During the three and six month periods ended June 30, 2014, the Company had a net loss of $7,522 and $20,087 respectively compared to a net loss of $32,919 and $41,926 during the three month and six month periods ended June 30, 2013.  This represents a decrease in net loss in the amount of $ 25,397 and $21,839 over the respective three and six month periods ended June 30, 2013. This decrease in loss is due primarily to decreased professional fees and general and administrative expenses.

Total operating expenses decreased to $7,524 during the three month period ended June 30, 2014 from $32,919, for the comparable period ended June 30, 2013.  This decrease in loss is due primarily to decreased professional fees and general and administrative expenses.

Liquidity and Capital Resources

The Company’s working capital at June 30, 2014 was $151,266 compared to working capital of $171,353 at December 31, 2013.  Working capital decreased primarily due to continuing operating expenses with no income.

Net cash used in operating activities was $20,685 during the six month period ended June 30, 2014 compared with $43,147 during the six month period ended June 30, 2013.

Cash flow from investing activities was $0 during the six month period ended June 30, 2014 compared to $0 during the six month period ended June 30, 2013.

Cash flow from financing activities was $0 during the six month period ended June 30, 2014 compared with $0 during the six month period ended June 30, 2013.

As a result, cash decreased by $20,685 during the six month period ended June 30, 2014. The Company had cash of $151,266 as of June 30, 2014. It will not be necessary for the Company to raise additional capital to continue its business activities in 2014.

Off-Balance Sheet Arrangements

There are no preliminary agreements or understandings between the Company and its officers and directors or affiliates or lending institutions with respect to any loan agreements.

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies are not required to provide this information.

ITEM 4.  CONTROLS AND PROCEDURES

a)           Evaluation of Disclosure Controls and Procedures

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

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

b)           Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended June 30, 2014 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS (filed with this report)

Exhibit 31.1:	Certification required by Rule 13a-14(a) or Rule 15d-14(a)
Exhibit 31.2:	Certification required by Rule 13a-14(a) or Rule 15d-14(a)
Exhibit 32.1:	Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
Exhibit 32.2:	Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
101.INS(1):	XBRL Instance Document
101.SCH(1):	XBRL Taxonomy Extension Schema Document
101.CAL(1):	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(1):	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB(1):	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(1):	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BUTTE HIGHLANDS MINING COMPANY

By:      /s/ Paul Hatfield                                        

Paul Hatfield, President and Director

Date:  August 13, 2014

By         /s/Paul Hatfield                                          

Paul Hatfield, Principal Accounting Officer

Date:  August 13, 2014

EX-31

Exhibit 31.1

CERTIFICATIONS

I, Paul A. Hatfield certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Butte Highlands Mining Company

2.

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

3.

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

4.

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

(a)

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

(b)

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

(c)

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

(d)

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

5.

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

(a)

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

(b)

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

Date: August 13, 2014

By:    /s/ Paul A. Hatfield

        _____________________________

        Paul A. Hatfield

        Chief Executive Officer & Principal Executive Officer

EX-31

Exhibit 31.2

CERTIFICATIONS

I, Paul A. Hatfield certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Butte Highlands Mining Company

2.

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

3.

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

4.

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

(a)

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

(b)

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

(c)

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

(d)

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

5.

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

(a)

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

(b)

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

Date: August 13, 2014
By:    /s/ Paul A. Hatfield         _____________________________         Paul A. Hatfield         Chief Accounting Officer         Principal Accounting Officer

EX-32

EXHIBIT 32.1

CERTIFICATION 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 Quarterly Report of Butte Highland Mining Company (the “Company”) on Form 10-Q for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul A Hatfield, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report 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 Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 13, 2014

By:   /s/ Paul A. Hatfield

        _____________________________

        Paul A. Hatfield

        Chief Executive Officer & Chief Financial Officer

        Principal Executive and Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

EX-32

EXHIBIT 32.2

CERTIFICATION 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 Quarterly Report of Butte Highland Mining Company (the “Company”) on Form 10-Q for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul A Hatfield, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report 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 Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 13, 2014

By:    /s/ Paul A. Hatfield

        _____________________________

        Paul A. Hatfield

        Chief Executive Officer & Chief Financial Officer

        Principal Executive and Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

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Note 4 - Income Taxes

6 Months Ended

Jun. 30, 2014

Notes

Note 4 - Income Taxes

NOTE 4 – INCOME TAXES

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.

Significant components of the deferred tax assets at an anticipated tax rate of 35% for the periods ended June 30, 2014 and December 31, 2013 are as follows:

	June 30, 2014	December 31, 2013
Net operating loss carryforwards	123,000	103,000
Deferred tax asset	43,079	36,050
Valuation allowance for deferred asset	(43,079)	(36,050)
Net deferred tax asset	0	0

At June 30, 2014, the Company has net operating loss carryforwards of approximately $123,000 which will begin to expire in the year 2031. The change in the allowance account from December 31, 2013 to June 30, 2014 was $7,029.

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Note 3 - Related Party Transactions

6 Months Ended

Jun. 30, 2014

Notes

Note 3 - Related Party Transactions

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company utilized office facilities provided by its president.  The value of the office facilities provided by the Company’s president is nominal and immaterial to the financial statements.

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BUTTE HIGHLANDS MINING COMPANY (A Development Stage Company) BALANCE SHEETS (Interim period unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
CURRENT ASSETS
Cash and cash equivalents	$ 151,266	$ 171,951
Prepaid expense		327
Total Current Assets	151,266	172,278
TOTAL ASSETS	151,266	172,278
CURRENT LIABILITIES
Accounts payable		925
Total Current Liabilities		925
COMMITMENTS AND CONTINGENCIES	0	0
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding	0	0
Common stock, Class A, $0.001 par value 500,000,000 shares authorized; 1,327,698 shares issued and outstanding	1,328	1,328
Common stock, Class B, $0.001 par value 1,707,093 shares authorized; 1,654,191shares issued and outstanding	1,654	1,654
Additional paid-in capital	269,469	269,469
Accumulated income prior to development stage	242,106	242,106
Accumulated deficit during development stage	(363,291)	(343,204)
Total Stockholders' Equity	151,266	171,353
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 151,266	$ 172,278

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Note 1 - Organization and Description of Business

6 Months Ended

Jun. 30, 2014

Notes

Note 1 - Organization and Description of Business

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Butte Highlands Mining Company (hereinafter “Butte” or “the Company”) was incorporated in May 18, 1929 under the laws of the State of Delaware for the purpose of exploring and mining the Butte Highland’s (Only Chance) Mine, south of Butte, Montana.  The Company was reorganized in October 1996 for the purpose of acquiring and developing mineral properties.  As of the date of reorganization, stockholders representing approximately 76% of the outstanding capital stock could not be located.  In order to obtain the quorum necessary for the special meetings, the Company obtained an order from the Superior Court of Spokane County, Washington appointing a trustee for the benefit of those stockholders which could not be located. 

As of May 17, 2007 the Company had disposed of all of its historical mineral properties or claims, and has reentered the development stage.  The Board of Directors intends to seek out an appropriate business opportunity and has not limited its search to any particular industry. Management believes it can identify opportunities in several sectors and will proceed with the appropriate diligence to create value for the shareholders. Operations are primarily conducted from the Company headquarters in Spokane, Washington.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2013.  In the opinion of management, the unaudited interim financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the six month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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Note 2 - Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Notes

Note 2 - Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Butte Highlands Mining Company is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Fair Value of Financial Instruments

The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2014.

The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.  FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1.  Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3.  Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.

The Company did not have any assets measured at fair value at June 30, 2014.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset. See Note 4.

New Accounting Pronouncements

On June 10, 2014 the FASB issued authoritative guidance which eliminates the concept of a development stage entity.  The incremental reporting requirements for presenting the development stage operations and cash flows since inception will no longer apply to development stage entities. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2014. The Company is evaluating the effect of this standard on its financial reporting and expects to adopt the transitional changes in the appropriate quarter.

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Statement of Financial Position - Parenthetical (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement of financial position
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Class A, Par Value	$ 0.001	$ 0.001
Common Stock, Class A, Shares Authorized	500,000,000	500,000,000
Common Stock, Class A, Shares Issued	1,327,698	1,327,698
Common Stock, Class A, Shares Outstanding	1,327,698	1,327,698
Common Stock, Class B, Par Value	$ 0.01	$ 0.01
Common Stock, Class B, Shares Authorized	1,707,093	1,707,093
Common Stock, Class B, Shares Issued	1,654,191	1,654,191
Common Stock, Class B, Shares Outstanding	1,654,191	1,654,191

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Note 4 - Income Taxes (Details) (USD $)	6 Months Ended
	Jun. 30, 2014
Details
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%
Operating Loss Carryforwards	$ 123,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 7,029

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Jul. 31, 2014 Common Class A	Jul. 31, 2014 Common Class B
Entity Registrant Name	Butte Highlands Mining Company, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001455926
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,327,698	1,654,191
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Entity Incorporation, Date of Incorporation	May 18, 1929
Entity Incorporation, State Country Name	Delaware

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Note 4 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Details
Deferred Tax Assets, Operating Loss Carryforwards	$ 123,000	$ 103,000
Deferred Tax Assets, Gross	43,079	36,050
Deferred Tax Assets, Valuation Allowance	(43,079)	(36,050)
Deferred Tax Assets, Net of Valuation Allowance	$ 0	$ 0

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BUTTE HIGHLANDS MINING COMPANY (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	6 Months Ended		85 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (20,087)	$ (41,926)	$ (363,291)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation			1,295
Gain on sale of investments			(66,072)
Other than temporary impairment of investment			165,240
Changes in assets and liabilities:
Decrease (increase) in prepaid expense	327	(327)	961
Decrease (increase) in deferred tax asset			50,830
Decrease (increase) in refund receivable			3,198
Increase (decrease) in accounts payable	(925)	(894)
Increase (decrease) in income tax payable			(237,798)
Net cash used by operating activities	(20,685)	(43,147)	(445,637)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for equipment purchased			(543)
Cash received for mining claims			405,000
Cash received for sale of investment			116,832
Net cash provided by investing activities			521,289
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from sale of common stock			35,000
Net cash provided by financing activities			35,000
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS	(20,685)	(43,147)	110,652
Cash, beginning of period	171,951	232,720	40,614
Cash, end of period	151,266	189,573	151,266
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	0	0	0
Income taxes paid	0	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Investment received for mining claims			$ 216,000

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Note 2 - Summary of Significant Accounting Policies: Provision For Taxes (Policies)

6 Months Ended

Jun. 30, 2014

Policies

Provision For Taxes

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset. See Note 4.

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Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments, Policy (Policies)

6 Months Ended

Jun. 30, 2014

Policies

Fair Value of Financial Instruments, Policy

Fair Value of Financial Instruments

The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2014.

The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.  FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1.  Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3.  Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.

The Company did not have any assets measured at fair value at June 30, 2014.

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Note 1 - Organization and Description of Business (Details)	6 Months Ended
	Jun. 30, 2014
Details
Entity Incorporation, Date of Incorporation	May 18, 1929
Entity Incorporation, State Country Name	Delaware
Nature of Operations	As of May 17, 2007 the Company had disposed of all of its historical mineral properties or claims, and has reentered the development stage. The Board of Directors intends to seek out an appropriate business opportunity and has not limited its search to any particular industry. Management believes it can identify opportunities in several sectors and will proceed with the appropriate diligence to create value for the shareholders. Operations are primarily conducted from the Company headquarters in Spokane, Washington.
Basis of Accounting	The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2013. In the opinion of management, the unaudited interim financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the six month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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Note 2 - Summary of Significant Accounting Policies: New Accounting Pronouncements (Policies)

6 Months Ended

Jun. 30, 2014

Policies

New Accounting Pronouncements

New Accounting Pronouncements

On June 10, 2014 the FASB issued authoritative guidance which eliminates the concept of a development stage entity.  The incremental reporting requirements for presenting the development stage operations and cash flows since inception will no longer apply to development stage entities. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2014. The Company is evaluating the effect of this standard on its financial reporting and expects to adopt the transitional changes in the appropriate quarter.

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Note 4 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2014

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

	June 30, 2014	December 31, 2013
Net operating loss carryforwards	123,000	103,000
Deferred tax asset	43,079	36,050
Valuation allowance for deferred asset	(43,079)	(36,050)
Net deferred tax asset	0	0

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Note 3 - Related Party Transactions (Details)	6 Months Ended
	Jun. 30, 2014
Details
Related Party Transaction, Description of Transaction	The Company utilized office facilities provided by its president. The value of the office facilities provided by the Company’s president is nominal and immaterial to the financial statements.

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BUTTE HIGHLANDS MINING COMPANY (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		6 Months Ended		85 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
Income statement
REVENUES	$ 0	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES
Professional fees	6,362	22,191	18,557	23,506	251,319
Depreciation					1,295
Officers and directors fees					6,000
General and administrative	1,162	10,728	1,534	18,922	63,653
TOTAL OPERATING EXPENSES	7,524	32,919	20,091	42,428	322,267
LOSS FROM OPERATIONS	(7,524)	(32,919)	(20,091)	(42,428)	(322,267)
OTHER INCOME (EXPENSES)
Interest income	2		4	502	10,813
Interest expense					(553)
Other income					740
Other expense					(459)
Other than temporary impairment of investment					(165,240)
Gain on sale of investment					66,072
TOTAL OTHER INCOME (EXPENSES)	2		4	502	(88,627)
LOSS BEFORE TAXES	(7,522)	(32,919)	(20,087)	(41,926)	(410,894)
INCOME TAXES
Income tax benefit					50,764
Tax expense					(3,161)
TOTAL INCOME TAXES					47,603
NET LOSS	$ (7,522)	$ (32,919)	$ (20,087)	$ (41,926)	$ (363,291)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$ 0.00	$ (0.01)	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED	2,981,889	2,981,889	2,981,889	2,981,889

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Note 5 - Subsequent Events

6 Months Ended

Jun. 30, 2014

Notes

Note 5 - Subsequent Events

NOTE 5 – SUBSEQUENT EVENTS

The company entered into a letter of intent which could bring abut a control change which terminates by December 31, 2014.

For the period ended June 30, 2014, there were no recognizable subsequent events. Subsequent events have been evaluated through the date the financial statements were issued.