SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-K



Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2005
Commission File No. 1-3871


CALIFORNIA-ENGELS MINING COMPANY

Incorporated in the                                         IRS Employer I.D.
State of California                                         No. 94-0357560


117 Crescent Street
P. O. Box 778
Greenville, California 95947-0778
Telephone Number (530) 284-6191

SECURITIES REGISTERED PURSUANT TO
SECTION 12 (b) OF THE ACT

Title of Each Class                                  Number of Shares
                                                       Outstanding
Capital Stock, par
value, $ .25 per share                                  757,226.04


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, and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X      No


As of March 24, 2006, 757,226.04 capital shares were outstanding, and the
aggregate market value of the common shares of California-Engels Mining Company
held by nonaffiliates was approximately $490,753.


Documents Incorporated by Reference

     NONE



Filing Contains 25 Pages
FORM 10-KSB/A

EXPLANATORY NOTE

California-Engels Mining Company is filing this amendment No. 1 to its annual
report on Form 10-KSB, originally filed with the Securities and Exchange
Commission (SEC) on March 24, 2006 for the purpose of amending and correcting
the "Statements of Operations for the Years Ended December 31, 2005, 2004 and
2003", "Statements of Accumulated Deficit and Accumulated Other Comprehensive
Income (Loss) for the Years Ended December 31, 2005, 2004, and 2003", and Notes
5, 6, and 10 of the "Notes to Financial Statements, December 31, 2005" to
correct certain typographical errors and certain errors to numbers contained
therein.

No other amendments or changes have been made to the Registrant's annual report
on Form 10-KSB for the year ended December 31, 2005.  Information not affected
by this Amendment No. 1 is unchanged and reflects disclosure made at the time
of the original filing on Form 10-KSB.  This Form 10-KSB/A should
be read in conjunction with the original Form 10-KSB, and the filings made
with the SEC subsequent to the filing of the original Form 10-KSB,
including any amendments to such filings.


PART 1

ITEM 1.  Business

  Registrant was incorporated under the laws of the State of California on July
12, 1922, under the name of California Copper Corporation, as a holding company
for the shares of its operating company, Engels Copper Mining Company which was
incorporated under the laws of the State of California on June 19, 1901.
Engels Copper Mining Company was merged into California Copper Corporation on
March 3, 1936, and the name of the merged company was changed to California-
Engels Mining Company.  Exploration and development commenced at the Engels
Mine, Lights Creek Mining District, Plumas County, California, upon
organization of Engels Copper Mining Company; but it was not until 1914 that
milling facilities were available and actual production of copper started.
From 1914 until operations were suspended due to the low price of copper in
July, 1930, approximately 4,700,000 tons of ore were mined from the Engels and
Superior mines and milled producing 160,170,000 pounds of copper and
substantial values in gold and silver.  Out of profits of this operation, the
Registrant retired a bond issue of $500,000 and paid out more than $1,285,000
in dividends.  During the 1930's the mining and milling plant, Engelmine
townsite and the Indian Valley Railroad subsidiary were dismantled and sold.

  Registrant's mining properties were continuously leased from September, 1947,
to March, 1951; from March, 1951, to December, 1959; from November, 1960, to
October, 1979; from August, 1980, to August, 1990; and from November, 1990, to
April 1993.  The lessee from 1964 to 1993 was Placer Dome U.S. Inc., the U.S.
subsidiary of Placer Dome Inc., Vancouver, B.C., Canada.  The Mining Lease With
Option to Purchase, between the Registrant (Lessor) and Placer Dome U.S. Inc.
(Lessee) was terminated by Placer Dome U.S. Inc. effective April 20, 1993.
Registrant has received a substantial amount of technical data on its mining
properties and maintains a library on the Plumas Copper Belt.

  During the 1960's and 1970's Placer Dome U.S. Inc. conducted an exploration
and development program on Registrant's Superior Mine, Sulphide Ridge property
and Engels Mine. They identified two large porphyry-type copper bearing zones
in the Superior Mine and on Sulphide Ridge. The Engels Mine was also estimated
to contain copper mineralization amenable to bulk mining methods. Other
exploration targets remain to be tested including an intensely sheared area in
the quartz monzonite southeast of the Superior Mine and north of Superior
Ridge, the Quigley Prospect, the area between the Superior and  Engels mines in
the quartz monzonite near its contact with the coarse grained granite, along the
main fault zone and the metavolcanic, quartz diorite, gabbro contact northeast
of the Engels Mine and an indicated quartz monzonite intrusive beneath the
Engels Mine where a deep ore system could be found. These deposits and
prospects were not deemed economically attractive for many years. However in
response to a projected global shortage of copper and higher prices, interest
has renewed in the geologically unique Lights Creek Mining District.

  The Non-Industrial Timber Management Plan on Registrant's mining properties
was approved by the California Department of Forestry and became effective
July 2, 1999.  The permitting process for this project began in August, 1994
with the start of the archaeological survey and the February, 1995 agreement
with Shasta Land Management Consultants to prepare the Plan.

  The Non-Industrial Timber Management Plan is an assessment of the timber
inventory, conditions and potential of the entire property broken down into
units with similar growing conditions within each unit.  Its intent is to
demonstrate a long-term commitment to appropriately manage the resource.  It
functions as a coordinated collection of individual Timber Harvest Plans and
its advantage is that, once approved, the paperwork necessary to initiate
individual timber harvests is minimal.  Under the Plan Registrant is
restricted in management options to those silvicultural systems that produce
uneven-aged stands of timber.  Uneven-aged management means the management of
a specific forest with the goal of establishing a well-stocked stand of various
age classes of trees scattered over the forest.  It will permit the periodic
harvest of all size classes as individual or small groups to realize yield.
Over the long term, forest growth and yield will be balanced.  The Registrant
will also have the advantage of being able to time harvests for favorable
market conditions.  It will take a number of years to fully implement the Plan.

  After the effective date of the Non-Industrial Timber Management Plan the
Registrant filed a Notice of Timber Operations for a helicopter harvest on its
Green Ledge and Austrian Syndicate parcels on Ward Creek pursuant to the Plan.
The project harvested 377,520 board feet of timber and was completed on October
28, 1999.

  Registrant made application to the California Tree Farm Committee of the
American Tree Farm System for approval of its Engelmine Forest timber lands on
Lights Creek as a tree farm.  Its Engelmine Forest was accepted as California
Tree Farm No. 2611 on June 17, 1999.

  Registrant received approval on July 28, 2000 for a 103 acre hand thinning
project from the California Department of Forestry pursuant to their California
Forest Improvement Program.  The Department reimbursed 75% of the cost to the
Registrant over the three year life of the agreement.  Other hand thinning
projects funded by the Registrant are ongoing on other overstocked areas of its
property.

  Registrant filed a Notice of Timber Operations pursuant to its Non-Industrial
Timber Management Plan on September 7th and December 15, 2000, for mechanical
thinning and chipping/biomass projects on its Engels and Smith parcels.  A
Timber Harvest Plan was filed for its Henry parcel on November 27, 2000.
Thinning began on December 11, 2000, by Pew Forest Products, Crescent Mills,
California using two Timbco feller buncher machines, a stroke delimber, shovel
loader, chipper, logging trucks and other equipment.  The thinning and timber
harvest completed on July 13, 2001, produced 1,432,000 board feet of small logs
generating sufficient funds to pay for the projects.  The purpose of the
thinning harvest was to reduce fire danger, improve the timber stand, provide
wildlife protection, remove hazard timber and improve aesthetics.

  The U.S.D.A. Forest Service approved its Sierra Nevada Forest Plan Amendment
on January 21, 2004 and affirmed it after appeals on November 18, 2004.  The
plan will activate the Herger-Feinstein Quincy Library Group (HFQLG) pilot
project on the Plumas National Forest.  If the HFQLG is implemented it will
result in surface ladder fuels thinning to reduce the extent and severity of
wildland fires in the National Forest surrounding Registrant's property.

  Registrant is subject to a State of California General Industrial Activities
Storm Water Permit.  During the year, pursuant to the Registrant's Storm Water
Pollution Prevention Plan, catch and evaporation basins and monthly water
sampling records were maintained.

ITEM 2.  Properties

      (a)  Registrant is the fee owner of 36 patented lode mining claims
totaling 736 acres, plus 239.24 acres of other patented lands at Engelmine,
Lights Creek Mining District, Plumas County, California. During the year
Registrant sold 6.04 acres of land for $80,000 carrying back a Deed of Trust.
None of the claims or patented lands are subject to any encumbrance.

      (b)  Registrant is the fee owner of five patented lode mining claims
totaling 100 acres in the Genesee Mining District, Plumas County, California.
None of the claims are subject to any encumbrance.

ITEM 3.  Legal Proceedings

      None

ITEM 4.  Submission of Matters to a Vote of Security Holders

      None

ITEM 5.  Market for the Registrant's Capital Stock and Related
         Shareholder Matters

      (a)  Principal Markets.

  Registrant's shares of Capital Stock are quoted on the Over-the-Counter
Market in the "pink sheets" which are published daily by the Pink Sheets LLC
under the symbol "CAEN".

  The following table shows the high and low bid prices of Registrant's Capital
Shares in the Over-the-Counter Market for the past two years:


High Bid
Low Bid
2005 Market Price
        $ 4.00
        $ .75
2004 Market Price
        $ 7.50
        $ 1.05

     (b)  Approximate number of holders of capital stock.
  The approximate number of holders of record of Registrant's Capital Stock as
of March 24, 2006 is 711.

     (c)  Registrant has not paid a dividend on its Capital Stock because it
has had an accumulated deficit since the merger in 1936.  The Board of
Directors of the Registrant is endeavoring to earn income from the sale of
timber, sale of land, sale of sand and rock and its bookkeeping business so
funds are available for the maintenance of its mining properties and the
implementation of its timber management plan.  It is not the intention of the
Registrant to pay dividends in the foreseeable future.

ITEM 6.  Selected Financial Data
  Year Ended December 31
Selected Financial Data
  2005
  2004
  2003
  2002
  2001
 Operating Revenues
 27,914
 24,531
 31,493
 36,614
 635,903
 Net Income (Loss)
 53,774
 (1,604)
 (17,993)
 (7,488)
 760
 Income (loss) from continuing
 operations per capital share
 0.071
 (0.002)
 (0.024)
 (0.010)
 0.001
 Total Assets
 505,099
 453,175
 460,901
 545,840
 615,213
 Working Capital
 47,751
 35,052
 19,798
 79,248
 50,814
 Shareholder's  Equity
 482,215
 428,441
 430,477
 448,277
 457,819

ITEM 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

      (a)  Financial condition, changes in financial condition and results
of operations.

  During the 30 years its mining properties were leased, the Board of
Directors of the Registrant endeavored to increase working capital, total
assets and shareholder's equity in the event that its lessee, Placer Dome U.S.
Inc., terminated its Mining Lease With Option to Purchase agreement and return
the mining properties to the Registrant.  This event occurred effective April
20, 1993.  Thus funds were available to begin preparation of the Non-Industrial
Timber Management Plan.  Because timber and land sale revenues are infrequent,
in order to provide regular monthly income the President of the Registrant, on
January 1, 2000, transferred his bookkeeping business to the Registrant.
Changes in working capital, total assets and shareholder's equity for the past
five years are summarized as follows:

Changes
2005
2004
2003
2002
  2001
 Working
 Capital ($)
 47,751
 35,052
 19,798
 79,248
 50,814
 Total
 Assets
 505,099
 453,175
 460,901
 545,840
 615,213
 Shareholder's
 Equity
 482,215
 428,441
 430,477
 448,277
 457,819

  The objective of the Board of Directors of the Registrant is to earn income
from the sale of timber, sale of land, sale of sand and rock, and its
bookkeeping business so funds are available for the maintenance of its mining
properties and the implementation of its Non-Industrial Timber Management Plan.

      (b)  Results of operations.

  Registrant's principal sources of income are from the sale of timber, sale of
land, sale of sand and rock, bookkeeping business, interest and dividends.
There is no assurance that any of the sources of income will continue at
current rates into the future.  The termination of the Mining Lease With
Option to Purchase agreement substantially increased Registrant's property
maintenance expenses.

ITEM 8.  Financial Statements and Supplementary Data

  Financial statements relying on Rule 3-11 of Regulation S-X which allows the
filing of unaudited statements of inactive registrants are listed in the index
to financial statements and schedules, and are included under PART IV, Item 14,
of this report.

ITEM 9.  Disagreements on Accounting and Financial Disclosures

  There were no disagreements on accounting and financial disclosure matters
required to be disclosed in this item.

PART III

ITEM 10.  Directors and Executive Officers of the Registrant

     (a)  Identification of directors.

 Director's Name
 and Age
 Positions and Offices
 Year First Elected
 Principal
 Occupation
Norman A. Lamb (69)
President & Director
1978
Mining Executive
Greenville, CA
Thomas J. Reardon (84)
Vice President &
Director   1975
Retired
Daly City, CA
James E. Brousseau (74)
Secretary-Treasurer &
Director  1987
Mining Executive
Vallejo, CA
Richard C. Poulton (62)
Director  1993
Consultant
San Mateo, CA
M. Blair Ogden (72)
Secretary-Treasurer & Director 2000
Retired Attorney at Law
San Rafael, CA

There are no arrangements or understandings between any of the foregoing
persons and any other person or persons pursuant to which any of the foregoing
persons were named as directors.

     (b)  Identification of executive officers.

Name of Officer
Age
Office Held
Norman A. Lamb
69
President
M. Blair Ogden
72
Secretary-Treasurer

There are no arrangements or understandings between any of the foregoing
persons and any other person or persons pursuant to which any of the foregoing
persons were named as executive officers.

     (c)  Identification of certain significant employees.
        None

     (d)  No family relationships exist between any of the above named
directors and executive officers of the Registrant.

     (e)  Business experience.

          (1)  Norman A. Lamb is a Mining Executive and an officer and director
of several public mineral companies.  He serves the Registrant as President,
was Secretary-Treasurer until November 16, 1987, and has been a Director since
1978.

          (2)  Thomas J. Reardon, Vice-President and a Director since 1975
passed away on October 17, 2005.

          (3)  James E. Brousseau, Secretary-Treasurer and a Director since
1987 passed away on October 5, 2005.

          (4)  Richard C. Poulton is a Consultant.  He was elected a Director
of the Registrant on March 27, 1993.

          (5)  M. Blair Ogden is a retired attorney and an officer and director
of several public mineral companies.  He was elected a Director of the
Registrant on May 21, 2000 and Secretary-Treasurer on October 31, 2005.

     (f)  Involvement in certain legal proceedings.

  There have been no events under any bankruptcy act, no criminal proceedings
and no judgments or injunctions material to the evaluation of the ability and
integrity of any director or executive officer during the past five years.

     (g)  Compliance with Section 16(a) of the Exchange Act

  Registrant is not aware of any person who at any time during the year 2005
was a director, officer or beneficial owner of more than 10 percent of
Registrant's capital stock who failed to file on a timely basis reports
required by Section 16(a) during 2005 or prior years.

     (h)  As of year ended December 31, 2005, the Registrant did not have an
audit committee.  Its financial statements are unaudited therefore it has
neither an audit committee nor an audit committee financial expert.

     (i)  As of year ended December 31, 2005, the Registrant has not adopted a
written code of ethics.  Registrant has been in existence 104 years and is
guided by tradition, its Articles of Incorporation and By-Laws.  In addition
its officers and directors are, or represent, substantial shareholders.
Another document is not needed.

ITEM 11.  Executive Compensation

     (a)  Cash Compensation.
Name of Individual or Number in Group
Capacities in Which Served
Cash Compensation
Norman A. Lamb
President
$ 0.00
Officers and Directors
as a group - Five persons including those named above.


$ 0.00

     (b)  Compensation pursuant to plans.

  During the fiscal year, Norman A. Lamb was reimbursed for out-of-pocket
expenses.

     (c)  Other compensation.

       None

     (d)  Compensation of directors.

       None

     (e)  Termination of employment and change of control arrangement.

       None

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

     (a)  Security ownership of certain beneficial owners.

  The following table shows, as of March 24, 2006, the number of shares of
Capital Stock held by every person owning of record or known by the Registrant
as owning beneficially more than five percent of the outstanding stock:


Title of Class
Name and Address
of Beneficial Owner
Amount and Nature of Beneficial      Ownership
Percent of Class
Capital Stock
 Par Value
 $0.25 per share

Norman A. Lamb
P. O. Box 778
Greenville, CA
95947
280,231.5 shares
owned of record and beneficially *
     37%

M. Blair Ogden
1228 Idylberry Road
San Rafael, CA  94903
183,789 shares
owned
beneficially **
     24.2%


Poulton Trust
551 West 30th Ave.
San Mateo, CA 94403
50,253 shares owned of record
      6.6%

Reardon Family Trust
162 East Market St.
Daly City, CA  94014
44,366 shares owned of record
     5.8%



*  Includes 97,789 shares owned by Jenex Gold Corporation, a Washington
corporation, of which Mr. Lamb is President, a Director and major shareholder.
Includes 86,000 shares owned by The Flowery Gold Mines Company of Nevada, a
Nevada corporation, of which Mr. Lamb is President, a Director and major
shareholder.

**  Includes 97,789 shares owned by Jenex Gold Corporation, a Washington
corporation, of which Mr. Ogden is Secretary-Treasurer and a Director.
Includes 86,000 shares owned by The Flowery Gold Mines Company of Nevada, a
Nevada corporation, of which Mr. Ogden is Secretary-Treasurer, a Director and
substantial shareholder.

      (b)   Security ownership of management.

  The following table shows as of March 24, 2006, all shares of Capital Stock
beneficially owned by all directors and all directors and officers of
Registrant as a group:


Title of Class
Name of     Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of
Class
Capital Stock
 Par Value
 $0.25 per share
Norman A. Lamb
280,231.5 shares owned of record and beneficially *
  37%

M. Blair Ogden
183,789 shares owned beneficially **
  24.2%

Richard C. Poulton
50,253 shares owned
beneficially ***
  6.6%

All directors and officers as a group (five persons)
330,484.5 shares
  43.6%



*  Includes 97,789 shares owned by Jenex Gold Corporation, a Washington
corporation, of which Mr. Lamb is President, a Director and major shareholder.
Includes 86,000 shares owned by The Flowery Gold Mines Company of Nevada, a
Nevada corporation, of which Mr. Lamb is President, a Director and major
shareholder.  Mr. Lamb may be deemed to have shared voting and investment power
with respect to such shares.

**  Includes 97,789 shares owned by Jenex Gold Corporation, a Washington
corporation, of which Mr. Ogden is Secretary-Treasurer and a Director.
Includes 86,000 shares owned by The Flowery Gold Mines Company of Nevada, a
Nevada corporation, of which Mr. Ogden is Secretary-Treasurer, a Director and
substantial shareholder.  Mr. Ogden may be deemed to have shared voting and
investment power with respect to such shares.

***  Includes 50,253 shares owned by the Poulton Trust, of which Mr. Poulton
is co-trustee.  Mr. Poulton may be deemed to have shared voting and investment
power with respect to such shares.


      (c)  Changes in control.

      Mr. Lamb may be deemed the "parent" or a "control person" of Registrant,
as those terms are defined under the Securities Exchange Act of 1934, as
amended.  There are no arrangements known to Registrant the operation of which
may at a subsequent date result in a change of control of Registrant.

ITEM 13.  Certain Relationships and Related Transactions

        None

      PART IV


ITEM 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K


      (a)   Financial Statements:                              Page

            Balance Sheets as of December 31, 2005
               and December 31, 2004                           F 1


            Statements of Operations for the Years Ended
            December 31, 2005, December 31, 2004, and
            December 31, 2003                                  F 2


            Statements of Accumulated Deficit and
            Accumulated Other Comprehensive Income (Loss)
            for the Years Ended December 31, 2005,
            December 31, 2004, and December 31, 2003           F 3


            Statements of Cash Flows for the years ended
            December 31, 2005, December 31, 2004, and
            December 31, 2003                                 F 4-5


      (b)   Notes to Financial Statements                     F 6-13

      (c)   Exhibits

               None.

      (d)   No reports on Form 8-K were filed during the last quarter of 2005.

SIGNATURES

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

                                 CALIFORNIA-ENGELS MINING COMPANY
                                     Registrant



                                          By  /s/ Norman A. Lamb
                                                Norman A. Lamb, President and
                                                Chief Executive Officer

Date:  March 24, 2006

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



                                          By  /s/ Norman A. Lamb
                                                Norman A. Lamb
                                                President and Director
                                                March 24, 2006



                                          By  /s/ M. Blair Ogden
                                                M. Blair Ogden
                                                Secretary-Treasurer
                                                Director
                                                Chief Financial and
                                                Accounting Officer
                                                March 24, 2006



                                            By  /s/ Richard C. Poulton
                                                Richard C. Poulton
                                                Director
                                                March 24, 2006



CALIFORNIA-ENGELS MINING COMPANY
FORM 10-K
FOR THE PERIOD ENDED December 31, 2005

CERTIFICATIONS

I, Norman A. Lamb, certify that:

1.   I have reviewed this report on Form 10-K of California-Engels 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 officers 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 controls 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 to ensure that
material information relating to the registrant is made known to us
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; and

   (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 fourth
fiscal quarter 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 officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to 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.

/s/ Norman A. Lamb                                     Date: March 24, 2006
Norman A. Lamb,
President and
Chief Executive Officer

CALIFORNIA-ENGELS MINING COMPANY FORM 10-K
FOR THE PERIOD ENDED December 31, 2005

CERTIFICATION

I, M. Blair Ogden, certify that:

1.   I have reviewed this report on Form 10-K of California-Engels 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 officers 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 controls 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 to ensure that
material information relating to the registrant is made known to us
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; and

   (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 fourth
fiscal quarter 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 officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to 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.

/s/ M. Blair Ogden                                    Date: March 24, 2006
 M. Blair Ogden,
 Secretary-Treasurer and Chief Financial Officer

CALIFORNIA-ENGELS MINING COMPANY
BALANCE SHEETS
DECEMBER 31, 2005 AND 2004
(Unaudited)
(((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((
ASSETS                                           2005           2004
 CURRENT ASSETS
  Cash                                      $  47,751      $  35,052
  Accounts receivable                               -              -
  Deeds of trust - current portion              8,964          5,910
  Tax refunds                                       -              -
     TOTAL CURRENT ASSETS                      56,715         40,962

PROPERTY AND EQUIPMENT, net                   329,471        334,312

 OTHER ASSETS
   Investments available for sale                   -              -
   Investments held to maturity                    74            391
   Deeds of trust - net of current portion    118,839         77,510
     TOTAL OTHER ASSETS                       118,913         77,901
     TOTAL ASSETS                           $ 505,099      $ 453,175

LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
   Deferred income taxes                    $  18,437      $   8,373
   Accrued expenses                             4,447         16,361
     TOTAL LIABILITIES                         22,884         24,734

 STOCKHOLDERS' EQUITY
   Capital stock, par value $.25:
   California-Engels Mining Company,
    4,000,000 shares authorized; 757,226.04 shares
    issued and outstanding in 2005 and 2004 $ 189,307     $  189,307
   Accumulated other comprehensive income (loss)    -              -
   Reduction surplus                        2,800,091      2,800,091
   Accumulated deficit                     (2,507,183)    (2,560,957)
     TOTAL STOCKHOLDERS' EQUITY               482,215        428,441
     TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY              $   505,099    $   453,175



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

CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Unaudited)
(((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((
                                          2005          2004          2003
REVENUE
  Timber and gravel revenue         $      480      $      -     $   2,500
  Dividend income                          696           222           361
  Interest income                        8,592         8,409        11,232
  Professional services                 18,146        15,900        17,400
    Total Revenue                       27,914        24,531        31,493
OPERATING AND GENERAL EXPENSES
   Depreciation                          1,696         1,480         2,407
   Insurance                             1,726         1,701         1,586
   Miscellaneous                           355           283           443
   Office and storage rents                 86           510         6,510
   Office expenses                       1,219           386         3,333
   Payroll expense                       7,265         9,372         9,297
   Penalties                                 -            23             -
   Professional fees                     3,792         2,080         2,025
   Repairs and maintenance               1,690         2,764         3,814
   Taxes and licenses                    5,416         4,220         5,993
   Travel and per diem                     675           228           820
   Vehicle expense                         917         1,882         2,052
     Total Operating and
      General Expenses                  24,837        24,929        38,280
     Income (Loss) from
      Operations                         3,077         (398)        (6,787)
OTHER INCOME AND (EXPENSE)
   Timber expense                       (6,569)      (4,350)       (10,528)
   Gain on sale of assets               73,610        4,295              -
   Interest                               (409)      (1,503)        (4,258)
   Total Other Income and (Expense)     66,632       (1,558)       (14,786)
   Income (Loss) Before Taxes           69,709       (1,956)       (21,573)
Benefit (provision) for income taxes   (15,935)         352          3,580
   Net Income (Loss)                 $  53,774   $   (1,604)     $ (17,993)
Income (Loss) Per Share              $   0.071   $   (0.002)     $  (0.024)


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

CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF ACCUMULATED DEFICIT AND
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Unaudited)
(((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

                                         2005          2004           2003

ACCUMULATED DEFICIT,
   Beginning of year              $(2,560,957)   $(2,559,353)   $(2,541,360)

Net Income (Loss)                      53,774         (1,604)       (17,993)

ACCUMULATED DEFICIT,
   End of year                    $(2,507,183)   $(2,560,957)   $(2,559,353)

ACCUMULATED OTHER COMPREHENSIVE
   INCOME (LOSS),
   Beginning of year              $         -    $       432    $        -

Other Comprehensive Income (Loss)           -           (432)           432

ACCUMULATED OTHER COMPREHENSIVE
   INCOME (LOSS),
   End of year                   $          -    $         -    $       432







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

CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Unaudited)
(((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

                                             2005        2004        2003
CASH FLOWS FROM OPERATING
ACTIVITIES
   Net Income (Loss)                      $ 53,774  $  (1,604)  $ (17,993)
   Adjustments to reconcile net income
   (loss) to net cash provided (used) by
   operating activities:
     Depreciation and depletion              1,696      1,480       2,407
     Amortization of GNMA discount              (7)       (33)        (91)
     Gain on sale of assets                (73,610)    (4,295)          -
     Change in operating assets and liabilities
      Accounts receivable                        -         85         (16)
      Tax refunds                                -      2,900      (2,051)
      Accrued expenses                     (11,914)    (3,614)     (6,673)
      Deferred income taxes                 10,064     (2,000)     (1,741)

        Net Cash Provided
         (Used) by
         Operating Activities	           (19,997)    (7,081)    (26,158)

CASH FLOWS FROM INVESTING ACTIVITIES
   Payments received on
    notes receivable                        10,617     10,363      32,411
  Issuance of notes receivable             (55,000)         -           -
   Purchases of securities
    and investments                              -          -      (7,362)
   Proceeds from sale
    of securities                                -     11,657           -
  Proceeds from sale of land                79,452          -           -
  Capital expenditures                      (2,697)         -           -
   Return of principal GNMA                    324        315         698

        Net Cash Provided (Used)
         by Investing Activities            32,696     22,335      25,747

CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Unaudited)
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((
                                              2005       2004       2003
CASH FLOWS FROM
 FINANCING ACTIVITIES
   Purchase and retirement
    of treasury shares                          -           -       (239)
   Principal payments on debt	                -           -    (58,800)

     Net Cash Provided (Used) by
      Financing Activities                      -           -    (59,039)

Net Increase (Decrease) in
 Cash and Cash Equivalents                 12,699      15,254    (59,450)

CASH AND CASH EQUIVALENTS,
Beginning of Year                          35,052      19,798     79,248

CASH AND CASH EQUIVALENTS,
End of Year                             $  47,751   $  35,052  $  19,798


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  Cash paid during the year:
    Income taxes                        $    800    $     800   $    214

    Interest                            $    409    $   1,503   $  4,258


SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING ACTIVITIES

  Unrealized holding
   gains (losses)
   arising during period                $      -    $   3,219   $    432



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

CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  This summary of significant accounting policies of California-Engels Mining
Company (the Company) is presented to assist in understanding the Company's
financial statements.  The financial statements and notes are representations
of the Company's management who is responsible for their integrity and
objectivity.  These accounting policies conform to Generally Accepted
Accounting Principles and have been consistently applied in the preparation of
the financial statements.

Nature of Activity

  The Company's principal line of business is development of mineral and timber
properties.  The principal revenue sources currently consist of timber, land
and rock sales, bookkeeping business, and investment income. The Company's
properties are located in the western United States.

Estimates

  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.

Basis of Accounting

  The Company's books are maintained on the accrual method of accounting.

Cash and Cash Equivalents

  For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments with a purchased maturity of three months or
less to be cash equivalents.

Concentration of Credit Risk

  The Company places its temporary cash investments with financial
institutions and limits the amount of credit exposure to any one financial
institution.

Mineral and Timber Lands

  Mineral and timber lands and depreciable property are stated at book value
less accumulated depletion and depreciation.  Depreciation is calculated using
the declining balance method over five to seven years.  Timber depletion is
calculated based on units of production.

CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
(((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

Comprehensive Income

  Pursuant to Financial Accounting Standards Board ("FASB") Statement No. 130,
Reporting Comprehensive Income, the Company reports any material components of
comprehensive income in its financial statements.

Reclassification

  Certain amounts in the prior year financial statements have been
reclassified to conform to the current years financial statement presentation.
Such reclassification had no effect on net equity or net income.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31:

                                               2005        2004


  Furniture and equipment                  $  27,309    $ 24,613
  Land                                       233,861     239,702
  Less:  Accumulated depreciation            (23,666)    (21,970)

                                             237,504     242,345

  Timber management development              164,078     164,078
  Less:  Accumulated depletion               (72,111)    (72,111)

                                              91,967      91,967

  Total Property and Equipment, net        $ 329,471   $ 334,312


NOTE 3 - MINING CLAIMS AND FEE LAND OWNED

   At December 31, 2005, the Company was the owner of 36 patented lode mining
claims totaling 736 acres comprising the Engels and Superior Mines and 245.28
acres of patented land at Engelmine, Lights Creek Mining District, Plumas
County, California.

   At December 31, 2005, the Company was the owner of five patented lode
mining claims totaling 100 acres on Ward Creek in the Genesee Mining District,
Plumas County, California.


CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

NOTE 4 - VALUATION OF MINERAL LANDS - DEFERRED INCOME TAXES

  The Mineral lands carried on the books at a value of $10,000 less depletion
have a historical cost basis from June 19, 1901 of $1,000,000.  Beginning in
1913, different valuations were placed on these lands by the Commissioner of
Internal Revenue.  Under instructions of the Commissioner, the values of the
land were written up on the books to a high of $4,500,000 on February 23, 1928.

  In 1934, because of depressed conditions, the mineral lands were written
down to $10,000 without any tax benefit.  In the event of a sale of these lands
the recognized gain for tax purposes will be substantially reduced or
eliminated.  Consequently a deferred tax asset of approximately $340,000 has
been offset by a corresponding valuation allowance of approximately $340,000
due to the unlikelihood of the sale of the property in the near future.

  It is estimated that the current market value of the properties meets or
exceeds the $1,000,000 historical cost basis; however, due to the length of
time the Company has reported the land values at the written down value of
$10,000, a change to the cost method has not been deemed appropriate for
reporting purposes.

CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

NOTE 5 - DEEDS OF TRUST

   Trust deed notes receivable consisted of the following at December 31:

                                   2005                       2004      2003

                              Due within  Due after
                              one year    one year    Total    Total    Total


Patricia M. Qualls
  7% Note secured by
  Plumas County, California
  real property               $  2,188    $ 52,288  $ 54,476  $    -   $    -

Jack P. McLaughlin, Jr.
 10% Note secured by
 Plumas County, California
 real property                   1,392      42,311    43,703   44,963   46,105

David J. Estrella
 8% Note secured by
 Plumas County, California
 real property                   5,384      24,240    29,624   38,457   47,678

                              $  8,964    $118,839  $127,803  $83,420  $93,783


CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

NOTE 6 - INVESTMENT SECURITIES

   In accordance with the provisions of SFAS No. 115, the available-for-sale
securities are reported as an asset at their fair market value with the
unrealized gain or loss excluded from earnings and reported as a component of
comprehensive income.  The held-to-maturity securities are stated at amortized
cost, adjusted for amortization of premiums and accretion of discounts to
maturity.  Realized gains and losses are determined using specific
identification of securities sold.

   The investment securities portfolio was comprised of items classified as
held-to-maturity at December 31, 2005 and 2004.

   The following reflect the estimated fair values of investment securities
and amortized cost held at December 31, 2005, 2004, and 2003.  Fair values are
based on management's estimate.

                                   2005

                                            Gross      Gross     Estimated
                                          Unrealized  Unrealized   Fair
                                 Cost       Gain        Loss       Value
Equity Securities
 available-for-sale           $      -    $     -     $     -     $      -

Mortgage-backed securities
 held to maturity                   74          -           -           74

                              $     74    $     -     $     -     $     74

                                   2004

                                            Gross        Gross    Estimated
                                          Unrealized   Unrealized   Fair
                                  Cost      Gain         Loss      Value
Equity Securities
 available-for-sale           $      -      $    -     $     -    $     -

Mortgage-backed securities
 held to maturity                  391           -           -         391

                              $    391      $    -     $     -    $    391

CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

                                   2003

                                            Gross       Gross     Estimated
                                          Unrealized  Unrealized    Fair
                                 Cost       Gain         Loss      Value

Equity Securities
 available-for-sale           $  7,362    $   508     $     -     $  7,870

Mortgage-backed securities
 held to maturity                  673          -           -          673

                              $  8,035     $  508     $     -     $  8,543


Proceeds from the sale of equity securities were $11,657 in 2004.  No equity
securities were sold in 2005 or 2003.

NOTE 7 - CAPITAL STOCK

  The Company retired no odd lot shares in 2005 but retired odd lots totaling
1,464.90 shares of capital stock in 2004.

NOTE 8 - CONTINGENT LIABILITIES

  The Company is not a defendant in any legal proceeding nor is there any
litigation in progress, pending or threatened against the Company.

CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((

NOTE 9 - COMPREHENSIVE INCOME (LOSS)
  The components of comprehensive income, net of tax, are as follows for the
years ended December 31:
                                            2005          2004          2003

Net Income (Loss)                       $ 53,774       $ (1,604)    $(17,993)
Other Comprehensive Income (Loss), net of tax:
Unrealized gains on securities:
  Unrealized holding gains (losses)
  arising during period                        -          3,219          432
  Less:  reclassification
  adjustment for (gains)
  losses included in net income                -         (3,651)           -
    Total Other Comprehensive
      Income (Loss)                            -           (432)         432

Comprehensive Income (Loss)             $ 53,774       $ (2,036)   $ (17,561)

The following shows the tax effect of each component of comprehensive income
as of December 31:
Calculation of Unrealized Holding Gains (Losses)

                                           2005          2004          2003

Unrealized holding gains (losses) recognized
 in other comprehensive income            $    -      $  3,787      $   508

Income tax expense                             -          (568)         (76)

Total unrealized gain (loss), net of tax  $    -      $  3,219      $   432

Reclassification Adjustments
                                           2005          2004          2003

 Realized gain on sale of securities      $    -      $ (4,295)     $     -
 Income tax expense                            -           644            -

Net gain realized in net income           $    -      $ (3,651)     $     -


Accumulated other comprehensive income is comprised of only unrealized gains
(losses) on investment securities.

CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((((


NOTE 10 - INCOME TAXES

The provision (benefit) for income taxes consisted of the following for the
years ended December 31:

                                        2005          2004          2003

  Federal income tax - current      $  3,816        $  848       $ (2,637)
  State income tax - current           2,055           800            800
  Federal income tax - deferred        6,332        (1,258)        (1,097)
  State income tax - deferred	       3,732          (742)          (646)

  Total (benefit) provision         $ 15,935      $   (352)      $ (3,580)

Deferred income taxes consisted of the following at December 31:

                                            2005               2004
Deferred tax liabilities:
  Federal
    Unrealized gain on securities         $     -           $      -
    Installment sale gain                  11,600              5,268

  State
   Installment sale gain                    6,837              3,105

  Total deferred tax
   Liabilities                           $ 18,437            $ 8,373