UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549

                          FORM 10-QSB

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

        For the third quarter ended September 30, 2005

( ) 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: __________

                  VALLEY HIGH MINING COMPANY
(Exact name of small business issuer as specified in its charter)


                 NEVADA                               68-0582275
        (State of incorporation)               (I.R.S. EMPLOYER ID NO.)

     3098 South Highland Drive, Suite 323
     Salt Lake City, Utah                             84106-6001
     (Address of principal executive offices)         (Zip Code)


     (801) 467-2021
     (Issuer's telephone number, including area code)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

The number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:


     Class                            Outstanding as of November 8, 2005
-----------------                  ----------------------------------------
Common Capital Voting Stock,             5,281,313 shares
$0.001 par value per share


                  FORWARD-LOOKING STATEMENTS

This third Quarterly Report on Form 10-QSB, Financial Statements and Notes to
Financial Statements contain forward looking-statements. All statements made
in this Report or in another Report incorporated by reference that are not
statements of historical fact are forward-looking statements. We caution the
reader not to place undue reliance on any forward-looking statements, which
speak only as of the date of the respective Reports. Important factors could
cause actual results to differ from those expressed in the forward-looking
statements.

                PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

             UNAUDITED CONDENSED FINANCIAL STATEMENTS

                     For the Nine Months Ended

                       September 30, 2005
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]




                             CONTENTS

                                                                        PAGE

     Unaudited Condensed Balance Sheet as of September 30, 2005           2

     Unaudited Condensed Statements of Operations, for the three and
     nine months ended September 30, 2005 and 2004 and for the period
     from re-entering of exploration stage on April 19, 2004 through
     September 30, 2005                                                   3

     Unaudited Condensed Statements of Cash Flows, for the nine
     months ended September 30, 2005 and 2004 and for the period from
     re-entering of exploration stage on April 19, 2004 through
     September 30, 2005                                                   4

     Notes to Unaudited Condensed Financial Statements                5 - 8

<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

                UNAUDITED CONDENSED BALANCE SHEET


                              ASSETS


                                                     September 30,
                                                          2005
                                                      ___________
CURRENT ASSETS:
  Cash                                                $        89
                                                      ___________
        Total Current Assets                                   89
                                                      ___________
                                                      $        89
                                                      ___________


                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                                    $     1,217
  Related party advances                                   13,317
                                                      ___________
        Total Current Liabilities                          14,534
                                                      ___________
STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   5,281,313 shares issued
   and outstanding                                          5,281
  Capital in excess of par value                          746,093
  Retained deficit                                       (751,374)
  Deficit accumulated during the
   exploration stage                                      (14,445)
                                                      ___________
        Total Stockholders' Equity (Deficit)              (14,445)
                                                      ___________
                                                      $        89
                                                      ___________




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

                                   2
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

           UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                              For the Three  For the Nine From the re-entering
                              Months Ended   Months Ended   of Exploration
                              September 30,  September 30, Stage on April 19,
                           _________________________________   2004 Through
                              2005     2004   2005   2004   September 30, 2005
                           ________ ________ ________ _______  _______________
REVENUE                    $      - $      - $      - $     -    $       -

EXPENSES:
 General and administrative   7,588       41   10,106   4,318       14,445
                           ________ ________ ________ _______    _________

LOSS FROM OPERATIONS         (7,588)     (41) (10,106) (4,318)     (14,445)
                           ________ ________ ________ _______    _________

CURRENT TAX EXPENSE               -        -        -       -            -

DEFERRED TAX EXPENSE              -        -        -       -            -
                           ________ ________ ________ _______    _________
NET LOSS                   $ (7,588)$    (41)$(10,106)$(4,318)   $ (14,445)
                           _________ _______ _______ _______    _________
LOSS PER COMMON SHARE      $    (.00)$  (.00)$  (.00)$  (.00)   $    (.00)
                           _________ _______ _______ _______    _________



The accompanying notes are an integral part of these unaudited financial
                          statements.
                                3
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

           UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                                                 From the
                                                               Re-entering
                                                              of Exploration
                                                                 Stage on
                                         For the Nine Months   April 19, 2004
                                         Ended September 30,      Through
                                      ______________________   September 30,
                                         2005        2004           2005
                                      __________  __________   _____________

Cash Flows from Operating Activities:
  Net loss                            $  (10,106) $   (4,318)  $     (14,445)
    cash used by operating activities:
    Change in assets and liabilities:
      Increase in accounts payable             -           -               -
                                      __________  __________    ____________
       Net Cash Provided (Used) by
       Operating Activities              (10,106)     (4,318)        (14,445)
                                      __________  __________    ____________
Cash Flows from Investing Activities:

        Net Cash (Used) by
          Investing Activities                 -           -               -
                                      __________  __________   _____________
Cash Flows from Financing Activities:
  Proceeds from accounts payable           1,217           -           1,217
  Proceeds from related party advances     8,895       4,422          13,317
                                      __________  __________   _____________
        Net Cash Provided by
          Financing Activities            10,112       4,422          14,534
                                      __________  __________   _____________
Net Increase (Decrease) in Cash                6         104              89

Cash at Beginning of Period                   83           -               -
                                      __________  __________   _____________
Cash at End of Period                 $       89  $      104   $          89
                                      __________  __________   _____________

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
    Interest                          $        -  $        -   $           -
    Income taxes                      $        -  $        -   $           -

Supplemental Schedule of Non-cash Investing and Financing Activities:
  For the nine months ended September 30, 2005:
     None

  For the nine months ended September 30, 2004:
     The Company issued 5,000,000 shares of common stock to acquire mining
     claim rights which have been valued at the shareholder carryover basis of
     $-0-.


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

                                4
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]
     NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - Valley High Mining Company ("the Company") was organized
     under the laws of the State of Utah on November 14, 1979 as Valley High
     Oil, Gas & Minerals, Inc.  The Company was suspended for failure to file
     annual reports.  In December 2001, all required reports were filed and
     the Company was reinstated.  In April 2004, the Company merged with
     Valley High Mining Company, a Nevada corporation incorporated on
     February 27, 2004.  The Nevada corporation became the surviving entity.
     In April 2004, the Company acquired mining claims from North Beck Joint
     Ventures, LLC, for 5,000,000 shares of the Company's common stock.  The
     mining claims cover approximately 470 acres located in the Tintic Mining
     District, Juab County, Utah.  The Company is currently unable to
     estimate the length of time necessary to initiate an exploration stage
     program and has no assurance that a commercially viable ore body exists
     in its properties until appropriate geological work and testing of the
     mineralized areas can support an economically feasible evaluation which
     the Company is unable to perform due to a lack of working capital.  The
     Company is considered to have re-entered into the exploration stage on
     April 19, 2004.  The Company has not generated any revenues and is
     considered to be an exploration stage company according to the
     provisions of Industry Guide 7.  The Company has, at the present time,
     not paid any dividends and any dividends that may be paid in the future
     will depend upon the financial requirements of the Company and other
     relevant factors.

     Condensed Financial Statements   The accompanying financial statements
     have been prepared by the Company without audit.  In the opinion of
     management, all adjustments (which include only normal recurring
     adjustments) necessary to present fairly the financial position, results
     of operations and cash flows at September 30, 2005 and 2004 and for the
     periods then ended have been made.

     Certain information and footnote disclosures normally included in
     financial statements prepared in accordance with generally accepted
     accounting principles in the United States of America have been
     condensed or omitted.  It is suggested that these condensed financial
     statements be read in conjunction with the financial statements and
     notes thereto included in the Company's December 31, 2004 audited
     financial statements.  The results of operations for the periods ended
     September 30, 2005 and 2004 are not necessarily indicative of the
     operating results for the full year.

     Cash and Cash Equivalents - The Company considers all highly liquid debt
     investments purchased with a maturity of three months or less to be cash
     equivalents.

     Mining Properties   Upon determination of the existence of a
     commercially minable deposit, the Company will capitalize pre-operating
     and mine development costs including acquisition costs relating to the
     deposits.  The Company periodically reviews its mining property for
     impairment in accordance with Statement of Financial Accounting
     Standards No. 144, "Accounting for the Impairment or Disposal of Long-
     Lived Assets".

     Income Taxes - The Company accounts for income taxes in accordance with
     Statement of Financial Accounting Standards No. 109, "Accounting for
     Income Taxes."  This statement requires an asset and liability approach
     for accounting for income taxes.

                                5
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     Loss Per Share - The Company computes loss per share in accordance with
     Statement of Financial Accounting Standards No. 128, "Earnings Per
     Share," which requires the Company to present basic and dilutive loss
     per share when the effect is dilutive [See Note 6].

     Accounting Estimates - The preparation of financial statements in
     conformity with generally accepted accounting principles in the United
     States of America requires management to make estimates and assumptions
     that affect the reported amounts of assets and liabilities, the
     disclosures of contingent assets and liabilities at the date of the
     financial statements, and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from those
     estimated by management.

     Recently Enacted Accounting Standards - Statement of Financial
     Accounting Standards ("SFAS") No. 151, "Inventory Costs - an amendment
     of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for Real Estate
     Time-Sharing Transactions - an amendment of FASB Statements No. 66 and
     67", SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of
     APB Opinion No. 29", SFAS No. 123 (revised 2004), "Share-Based Payment",
     and SFAS No. 154, "Accounting Changes and Error Corrections - a
     replacement of APB Opinion No. 20 and FASB Statement No. 3", were
     recently issued.  SFAS No. 151, 152, 153, 123 (revised 2004) and 154
     have no current applicability to the Company or their effect on the
     financial statements would not have been significant.

     Restatement - The financial statements have been restated for all
     periods presented to reflect a 1-for-35 reverse stock split effected by
     the Company on April 16, 2004 [See Note 2].

NOTE 2 - CAPITAL STOCK

     Common Stock - The Company has authorized 50,000,000 shares of common
     stock with a par value of $.001.  At September 30, 2005 and December 31,
     2004, respectively, the Company had 5,281,313 and 5,281,313 shares
     issued and outstanding.

     In April 2004, the Company issued 5,000,000 shares of common stock.  The
     shares were issued for a mining claims lease valued at shareholder
     carryover basis of $0.

     Stock Split - On April 16, 2004 the Company effected a 1-for-35 reverse
     stock split.  The financial statements for all periods presented have
     been restated to reflect the stock split.

NOTE 3 - INCOME TAXES

     The Company accounts for income taxes in accordance with Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes".
     SFAS No. 109 requires the Company to provide a net deferred tax
     asset/liability equal to the expected future tax benefit/expense of
     temporary reporting differences between book and tax accounting methods
     and any available operating loss or tax credit carryforwards.  The
     Company has available at September 30, 2005, an operating loss
     carryforward of approximately $14,445, which may be applied against
     future taxable income and which expires in various years through 2025.

                                6
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - INCOME TAXES [Continued]

     The amount of and ultimate realization of the benefits from the
     operating loss carryforwards for income tax purposes is dependent, in
     part, upon the tax laws in effect, the future earnings of the Company,
     and other future events, the effects of which cannot be determined.
     Because of the uncertainty surrounding the realization of the loss
     carryforwards, the Company has established a valuation allowance equal
     to the tax effect of the loss carryforwards and, therefore, no deferred
     tax asset has been recognized for the loss carryforwards.  The net
     deferred tax assets are approximately $2,150 and $650 as of September
     30, 2005 and December 31, 2004, respectively, with an offsetting
     valuation allowance of the same amount.  The change in the valuation
     allowance during the nine months ended September 30, 2005 is
     approximately $1,500.

NOTE 4 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity
     with generally accepted accounting principles in the United States of
     America, which contemplate continuation of the Company as a going
     concern.  However, the Company has incurred losses since inception and
     currently has no on-going operations.  Further, the Company has current
     liabilities in excess of current assets.  These factors raise
     substantial doubt about the ability of the Company to continue as a
     going concern.  In this regard, management is proposing to raise any
     necessary additional funds not provided by operations through loans or
     through additional sales of its common stock.  There is no assurance
     that the Company will be successful in raising this additional capital
     or in achieving profitable operations.  The financial statements do not
     include any adjustments that might result from the outcome of these
     uncertainties.

NOTE 5 - RELATED PARTY TRANSACTIONS

     Management Compensation - For the nine months ended September 30, 2005
     and 2004, the Company did not pay any compensation to any officer or
     director of the Company.

     Office Space - The Company has not had a need to rent office space.  An
     officer/shareholder of the Company is allowing the Company to use his
     office as a mailing address, as needed, at no expense to the Company.

     Related Party Advances - An officer/shareholder of the Company or
     entities related to an officer/shareholder of the Company has made
     advances to the Company and has directly paid expenses on behalf of the
     Company.  At September 30, 2005 and December 31, 2004, respectively, the
     Company owed the related parties $13,317 and $4,422.  The advances bear
     no interest and are due on demand.

     Mining Claims Lease - In April 2004 the Company acquired a mining claims
     lease from North Beck Joint Ventures, LLC, for 5,000,000 shares of the
     Company's common stock.  The mining claims cover approximately 470 acres
     located in the Tintic Mining District, Juab County, Utah.  The lease has
     been recorded on the books at $-0- which is the carryover basis of the
     lease to the related entity.  The lease has an initial 5-year term but
     is renewable so long as the Company expends a minimum of $15,000 in
     exploration, development or other costs in each 5-year period.

                                7
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 6 - LOSS PER SHARE

     The following data show the amounts used in computing loss per share for
     the periods presented:

                              For the Three  For the Nine From the re-entering
                              Months Ended   Months Ended   of Exploration
                              September 30,  September 30, Stage on April 19,
                           _________________________________   2004 Through
                              2005     2004   2005   2004   September 30, 2005
                           ________ ________ ________ _______  _______________
Loss from operations
available to common
shareholders (numerator)   $ (7,588)     (41)$(10,106)$(4,318)   $ (14,445)
                           ________ ________ ________ _______     ________
Weighted average number of
common shares outstanding
during the period used in
loss per share
(denominator)             5,281,313 5,281,313 5,281,313 3,274,014 5,281,313
                          _________ _________ _________ _________ _________

Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would affect the computation
of diluted loss per share.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Contingent Liabilities - The Company has not been active for 20 years, since
it discontinued its energy related and real estate operations.  Management
believes that there are no valid outstanding liabilities from prior
operations.  If a creditor were to come forward and claim a liability, the
Company has committed to contest the claim to the fullest extent of the law.
Due to various statutes of limitations and because the likelihood that a 20-
year old liability would not still be valid, no amount has been accrued in
these financial statements for any such contingencies.  Further, some
accounting and other records were lost during the years of inactivity.
Between 1983 and 1985 there were 18,440 shares of common stock issued for
which the exact date of issuance and valuation is not known.  Management has
estimated that these shares had a fair market value of $0.02 and $0.03 at time
of issuance.  The possibility exists that if the valuation is wrong then
additional paid-in capital and retained deficit could be understated.
Management does not believe that this possible misstatement would be material
to the Company.

Mining Lease Agreement - In April 2004 the Company entered into a mining
claims lease with North Beck Joint Ventures, LLC, which has an initial 5 year
term but may be renewed for successive 5 year periods.  Under this leasing
agreement the Company shall perform exploration, mining, development,
production, processing or any other activity which benefits the leased
premises at a minimum cost of $15,000 for each successive five-year term. All
costs expended for work in excess of $15,000 for any five-year term shall
accrue and be applied to the work commitment for the next successive five-year
term only. However, the maximum amount that can so accrue for the next
succeeding lease term shall be no more than $15,000. If the Company does not
perform work in the amount of the entire $15,000 minimum expenditure, the
Company shall pay lessor the amount of any such shortage in cash.  The Company
also has agreed to pay the Lessor a 3.5% net smelter production royalty on all
mineral bearing ores.  As part of the agreement the Company is receiving a
$30,000 credit which will apply against the production royalty payments.

                                8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation

Valley High Mining Company ("Valley High" or "Company") is engaged in precious
metals mineral exploration.  In particular, it is our intent and objective to
obtain a partner or joint venturer with the funding and expertise necessary to
explore our leased mineral claims located in the Tintic Mining District of
Juab County, Utah, west of the town of Eureka, Utah (hereinafter "The North
Beck Claims" or "our mineral claims").  These mineral claims contain two
relatively deep mines or mining shafts that one of which was dug prior to 1898
and another of which was dug between 1920 and 1922.  One of such mining shafts
is approximately 1,600 feet; the other is approximately 1,000 feet deep.

The discussion hereunder is based on certain expectations concerning the
precious metals industry, the demand for precious metals, and the sources and
potential for a mining partner or joint venturer who would be interested in
working with us in undertaking an exploration program of our 470 acres of
mineral claims. This discussion involves "forward-looking statements." We do
not intend to forecast what may or may not occur in the future, nor will we
predict that any particular event may or may not occur. Management emphasizes
that it can neither control nor predict many of these risks and uncertainties.

Having been dormant since the early 1990's, we have been in the process of
reactivating ourselves, changing our domicile from Utah to Nevada, acquiring,
by lease agreement, the mineral claims that we now control, obtaining audited
and other financial statements, and the filing, on March 31, 2005, of a Form
10-SB registration statement with the Commission. We are now in the position
of pursuing and evaluating the possible future exploration of the patented
mining claims we acquired by lease agreement ("the North Beck Claims") last
year.  Prior to the acquisition of the North Beck Claims by lease agreement
with an affiliated party and the filing of our initial registration statement
on Form 10-SB on March 31, 2005, we had been dormant and inactive for over 15
years.

PLAN OF OPERATION

Activity during the Quarter.  During our third quarter ended September 30,
2005, we did not conduct any business activity that resulted in revenues.  All
of our activities during the quarter were devoted towards further reactivating
ourselves, responding to comments received by the Commission on our second
amended Form 10-SB/A registration statement, and pursuing the completion of
Phase One of our business plan which involves, at this point, amassing,
collecting and compiling all information available on our mineral claims.  We
have made progress in this regard since our last quarterly report and what
success we have had in uncovering information about our mineral claims is
summarized in our Plan of Operation discussion below.

The cash in our checking account on September 30, 2005, was approximately $90.
As of the date of this report, the cash in our checking account is $800, an
amount of money advanced by our sole officer and director during the fourth
quarter to pay auditor, "in-house" accounting, and Edgarization fees and
expenses incurred by us since June 30.

During 2004, our sole officer and director advanced us $4,422.  During the
first quarter of 2005, he advanced us approximately $1,566.  During the second
quarter ended June 30, and in order to pay accounting and transfer agent fees
and expenses incurred during the previous quarter, our president, John Michael
Coombs, advanced us another $1,000.  During the third quarter, the period
covered by this report, Mr. Coombs advanced us an additional $6,450, all but
$800 of which has been used to pay accounting and auditing fees and expenses,
not to mention Edgarization costs and expenses.  Last month we paid our
auditors approximately $1,200 for the cost of their June 30 review.  We
currently owe our "in-house" accountant approximately $500.  We also owe our
auditors additional fees for their review of this report, a bill for which we
have not yet received.  Last month we paid our Edgarizer $1,066 for Edgarizing
and filing our third amended registration statement and our second quarter
Form 10-QSB.  As of the date of this report, we shall owe our Edgarizer a few
hundred dollars for the cost of Edgarizing our amended second quarter 10-QSB
(which contains revised financial statements) and this Form 10-QSB for our
third quarter ended September 30.  We have no other outstanding bills or
payables as of the date of this report.

Summary of Our Plan of Operation.  We are an exploration stage corporation. An
exploration stage corporation is one engaged in the search for mineral
deposits or mineralized material (reserves) which are not in either the
development or production stage. Mineralized material is defined as a
mineralized body, which has been delineated by appropriate spaced drilling or
underground sampling to support sufficient tonnage and average grade of metals
to justify removal. We currently have the right to explore the North Beck
Claims, a contiguous group of patented mining claims which together comprise
slightly over 470 acres of ground located in Cole Canyon, west of the town of
Eureka, in Juab County, Utah.  These mining claims contain two mining shafts
or mines known as the Sacramento and the North Beck Mines.

Our overall business methodology and plans consist of two Phases (1) complete
the work sequences or milestones necessary to generate a geological report on
our mineral claims (with proposed targets) in order to attract an interested
joint venturer or partner; and (2) to contact prospective joint venturer
mining companies and other prospective partners interested in conducting and
financing an exploration program on the North Beck Claims.  As set forth
below, we characterize this coordinated, phased effort as Phase One and Phase
Two, respectively, of our overall business plan.  The following is a summary
of these Phases, the former of which includes a proposed work or milestone
sequence that must be completed in order to prepare and complete a geologic
report on our mineral claims.  Phase Two is the stage in which we will be
prepared to search out and contact possible exploration joint venturers or
partners for the purpose of implementing an actual mining exploration program
on our mineral claims, specifically, to re-open, re-work and re-explore the
mineral potential within the Sacramento and North Beck Mines or, to even
explore other areas and targets on our claims. We are in the process of
completing step, sequence or milestone No. 1 of Phase One below.

Upon completion of Phase One of our business plan and plan of operation, we
will enter Phase Two of our business plan.  In Phase Two, we shall distribute
our mining report to interested parties, conduct mineral claim tours, and
otherwise actively seek out and investigate potential partnerships, joint
venture and other funding arrangements with various known and unknown mining
companies with the intention of getting such entities to provide the funding
and mining expertise necessary to implement a serious and bona fide drilling
exploration program on the North Beck Claims.

PHASE ONE

Work Sequences or Milestones to Be Completed in Advance of Seeking Out
Exploration Partners/Joint Venturers.  We have identified a 2-part work
sequence or list of milestones that we, in conjunction with our expert, intend
to complete over the next 6 months in order to approach and target prospective
exploration partner or joint venture candidates. Our sole officer and
director, Mr. Coombs, or our lessor, North Beck Joint Venture, LLC, has agreed
to finance and advance the costs necessary to complete these two work
sequences or so-called preliminary "milestones."  We consider this Phase One
of our business plan.  In order to complete Phase One, we have hired a
geologist and environmental engineer for this purpose.  His name is Bruce
Yeomans.  While this individual is very familiar with the Tintic Mining
District, unfortunately he is currently busy with other full-time employment.
Currently and through the winter, he shall be employed by a Canadian mining
company doing extensive mineral exploration work in Carlin, Nevada.  As a
result of our realizing how busy Mr. Bruce Yeomans, our current consulting
geologist, is, we have contacted three other consulting geologists, one of
whom actively prepares such reports and has a mining exploration company
located in Kaysville, Utah.  This company employs geologists and thus prepares
the type of geological report we are eager to have completed.  It is also our
understanding that this individual is knowledgeable about the Tintic Mining
District where our claims are located.  Though we have not entered into a
formal agreement with this consulting geologist or his exploration company, we
believe, at this time, that this consulting geologist and his company are
willing to assist us in the preparation of a necessary report.

The following explains each of our two (2) work sequences comprising Phase One
of our business plan and plan of operation, more specifically, when each is
expected to commence and be completed, and the estimated expenses associated
with each such milestone or sequence.

Work Sequence or Milestone No. 1.  To locate and collect all existing or known
data previously compiled on the claims.

Within the last 4 to 6 weeks, we have made substantial progress in completing
this work sequence or milestone.  Prior to recently pursuing this work
sequence or milestone in earnest, the basic information known by us about the
North Beck Claims has been contained in an extensive report on the area done
in 1957 by The Bear Creek Mining Company.  This report is known as the Jenny
Lind Project Report and it covers a much wider and expansive geologic area
than our 470 acres of mineral claims.  This report does not mention the
Sacramento Mine, another mine located on our mineral claims.  Other than this
report, the only other information of any significance we have had on our
mineral claims (other than by means of some maps) was provided to us in May
2001 by the Abandoned Mine Reclamation Program, a project or program overseen
by the Utah Department of Oil, Gas & Mining (DOGM). This information included,
among other things, information concerning the exact depths and locations of
the Sacramento and North Beck Mines.

Last month, in October, after the end of the last quarter and as we reported
in our last Form 10-QSB, we contacted the Utah Department of Oil, Gas & Mining
(DOGM) to determine what information they had in their archives, if any, on
the North Beck Claims.  As we reported, they have no specific drilling,
testing or assay information on the Tintic Mining District in their records or
computers prior to 1975.  Also, as previously reported, we also contacted and
were informed by The Juab County Recorder in Nephi, Utah, that it does NOT
possess any information regarding what types of excavations were historically
done in the Tintic Mining District, let alone the results of those tests or
excavations.  The only information they keep or maintain are ownership records
of patented and unpatented mining claims located within Juab County.  They
referred us to the Utah office of the federal Bureau of Land Management (BLM)
and, after faxing the BLM the legal descriptions of the North Beck Claims for
them to research, we were informed that they appear to have no information on
our mineral claims, though they represented that they would keep looking and
that they would also look at existing and available old plats to determine if
they could uncover additional information for us.  The exact nature of the
BLM's information thus remains to be determined.

Since the foregoing, which was reported in our last Form 10-QSB, we have done
the following additional research and contacted the following entities and
individuals, and found out the additional information below, all in order to
complete this crucial milestone or work sequence:

     1.   In late October, we met with a former principal of Centurion Mines
          Corporation who is a geologist and who is familiar with the North
          Beck Claims and surrounding area.  It also turns out that another
          company with which he is affiliated recently obtained control,
          from Chief Consolidated Mining, of the Bullion Beck Property which
          adjoins our claims to the east.  This geologist indicated that in
          Centurion's storage facilities, he was quite certain that
          information on the geology and possibly some assay or production
          information was available concerning the North Beck Claims, though
          he did not believe that the North Beck Claims ever had significant
          historical production.  At our meeting, this individual brought an
          1898 map of the Tintic Mining District and the Sacramento Mine
          appeared on such map.  Accordingly, there can be little dispute
          that the Sacramento Mine located on our claims was dug or
          excavated prior to 1898.  At this meeting, we also learned that
          the geology on the Bullion Beck Property to the east of us trends
          into the North Beck Claims and therefore, what geologic formations
          are known on the Bullion Beck Property would appear, according to
          this individual, to continue into our mineral claims.  If so, this
          means, among other things, that the Sacramento and North Beck
          Mines might not be the best place to engage in an exploration
          program but instead, exploring in an area closer to the main road
          or highway leading to and from Eureka might afford a better
          opportunity for exploration.  This was merely a casual opinion of
          a geologist knowledgeable about the area and its geology.  This
          individual also indicated that he would be happy to assist our
          consulting geologist in his or her preparation of a final geologic
          report on our mineral claims, i.e., the second milestone in this
          Phase One of our business plan.  Finally, this individual also
          later mailed us a map of the region dated in 1932 and which
          identifies all of the mining claims in the general area.  On this
          map and unbeknownst to us previously are markings indicating
          additional holes dug or drilled on our claims, claims specifically
          identified as the North Seneca, the Maime Consolidated, the Black
          Warrior, the West Cable and, of course, the Sacramento.  At this
          time, we do not know the precise significance of these small black
          marks or squares on the map but they would appear to indicate
          additional mining exploration activity on our mineral claims,
          possibly additional mining shafts, "prospecting pits" or shallow
          shafts less than 500 feet deep.

     2.   During October and as mentioned in our last quarterly report as
          something we intended to do, we were able to locate and then speak
          with Chief Consolidated Mining Co.'s remaining employee or point
          man in Eureka, Utah, who remains in charge of what operations they
          continue to have there.  This individual indicated that he would
          see what information he could find on the North Beck Claims.  As
          previously reported by us, Chief Consolidated Mining was the
          largest mining operator in recent years in the Tintic Mining
          District, though their operations have been wound down
          considerably as a result of a consent decree they signed with the
          EPA in 2004.  On November 10, 2005, we followed up with this
          individual who indicated that he had located maps and the claim
          numbers of our claims but nothing else.  He did indicate that he
          had other places to look for records and hadn't had time to look
          there.  He indicated that he would look further for geologic,
          assay and production information or records, if available, and get
          back to us.  We anticipate hearing back from him within the next
          two or three weeks.  If not, we will call him again.

     3.   During late October, and at the suggestion of the BLM, we
          contacted the Utah Geological Survey, a state agency, to determine
          what information, if any, they possessed on the North Beck Claims.
          We were informed that, like DOGM, they too did not possess any
          such information in their computers going back to the 1800's or
          early 1900's.  However, a principal with the Utah Geological
          Survey did direct us to three other sources.  First, it turns out
          that the University of Utah has digitized all the old newspapers
          from the active mining days, newspapers that include but are not
          limited to The Eureka Reporter and The Salt Lake Mining Review.
          These and several other newspapers are available on-line at
          www.lib.utah.edu/digital/unews/.  Second, we were informed that
          the Clinton Administration closed the U.S. Bureau of Mines in 1995
          and all of the information it possessed on mining activity in the
          Tintic Mining District and elsewhere was turned over to the U.S.
          Geological Survey.  With regard to the first of these sources, we
          have since found 37 newspaper articles in The Eureka Reporter
          concerning the North Beck Mine.  For example, we learned that it
          was excavated between 1917 and 1922.  We also learned that it is
          1,600 ft. deep, not 1,000 ft. deep as previously thought, and that
          excavation laterally, that is, through drifts or stopes, was
          undertaken at the 1,200 ft. level.  We also did a search of the
          words "North Beck" in The Salt Lake Mining Review.  In doing so we
          found an article dated October 15, 1924, titled "NORTH BECK, IN
          TINTIC DISTRICT, ABSORBS VALUABLE ADJOINING MINES."  In this
          article it is reported, among other things, that on our West Cable
          Claims (claims which comprise The North Beck Claims) there are two
          mining shafts approximately 500 ft. deep each.  It further
          discloses that on our Black Warrior Claim (a claim also comprising
          the North Beck Claims) there was, at that time, a shaft 300 ft.
          deep.  At the time, the Sacramento shaft was determined to be 600
          ft. deep.  Some of the geology involved with these shafts is
          discussed in the article, though this information is not relevant
          for purposes of this quarterly report.  This information is
          significant because heretofore we did not know that there were
          more than two mining shafts on our mineral claims, nor did we know
          that there is additional geologic information uncovered as a
          result of these additional excavations on our claims.

     4.   In October and based on information provided us by the Utah
          Geological Survey, we contacted the U.S. Geological Survey's Utah
          office.  Unfortunately, their Utah office only handles natural
          resources and water issues.  We thus contacted the national office
          by both e-mail and telephone.  In response, we were informed us
          that, other than certain reports, the U.S. Bureau of Mines'
          information was never digitized.  Those records or documents that
          were digitized were provided to the National Technical Information
          Service (NTIS), a division or sub-agency within the U.S.
          Department of Commerce.  Upon contacting NTIS, we learned that
          they are only able to retrieve a document if the title of the
          document or the author of the document is identified.  While NTIS
          did a search for us, the only information they were able to find
          relative to the Tintic Mining District involved the Tintic
          Standard Mine in The Eastern Tintic Mining District.  The geology
          of the Tintic Standard property far to the east of our claims is
          unrelated, geologically, to the North Beck Claims and therefore,
          we did not order a copy of this report.  Ironically, NTIS also
          informed us that nearly all of the U.S. Bureau of Mines'
          information was turned over, in 1995, to the Bureau of Land
          Management (BLM), a division of the U.S. Department of Interior.
          This information is inconsistent or at odds with what the Utah
          office of the BLM told us itself during the last quarter.
          Accordingly, on November 10, 2005 we re-contacted the BLM by phone
          and in writing and asked them to check into whether they have any
          U.S. Bureau of Mines' records relative to the Tintic Mining
          District and, in particular, to mining claims at one time owned by
          the North Beck Mining Company.  In fact, we faxed them the deed of
          our mining claims which lists by name and claim number all 24
          claims.  We also styled our written request as a Freedom of
          Information Act request.  They have yet to get back to us.
          However, the Utah office of the BLM has since called us and
          indicated that they have copies of the original mining patents
          recorded.  We have not ordered copies of these because ownership
          of our claims is not in dispute and unless such occurs, we do not
          believe there would be a reason to obtain copies of this
          information.  At least we do know where copies are.

          In addition, having e-mailed the USGS, we received e-mails from
          the Alaska division of the USGS.  They informed us that the
          federal archives in Denver and the federal records depository,
          also in Denver, may possess U.S. Bureau of Mines records.  In
          early November we e-mailed the associate director of the federal
          archives, which is affiliated with the federal records depository,
          a man named John Mangers.  He has informed us that he has
          forwarded our e-mail requests for information on the North Beck
          Claims on to appropriate parties within these agencies.  We have
          yet to hear back from him or anyone else associated with either
          the archives or the federal records depository.  We expect to.  If
          we don't we will contact him again.

     5.   In late October/early November, we contacted Region VII of the
          Environmental Protection Agency (EPA) in Denver.  Specifically, we
          spoke with the Senior Enforcement Specialist of the Technical
          Enforcement Program who oversaw the EPA's Super Fund Site clean-up
          operations in Eureka over the last three years.  His name is Mr.
          Mike Rudy.  This individual indicated to us that the North Beck
          Claims were outside of their Eureka clean-up site and therefore,
          he did not believe the EPA possessed extensive information on our
          mineral claims.  While he thought that they had production and
          assay records, it turned out, after a search, that they did not.
          This was disappointing to us.  Nonetheless, the EPA did send us
          excerpts from a Mineral Resources publication of the Dept. of
          Interior from 1883, some 1989 excerpts from the Utah Minerals
          Yearbook, excerpts from old publications discussing the North Beck
          properties, and a map of the area showing various mines and mining
          shafts.  What is significant, however, about this information is
          that one of the documents provided by the EPA and appearing to be
          an old mining directory discloses that the North Beck Mining
          Company's property had five (5) mining shafts on it.  Looking at
          the 1932 map of the area discussed in paragraph 1 above, one
          observes five different black marks or squares indicating mining
          activity of some sort.  This document provided by the EPA may thus
          be a reference to the North Seneca, the Maime Consolidated, the
          Black Warrior, the West Cable and the Sacramento claims mentioned
          in paragraph 1 above, all of which comprise part of the 24
          separate mineral claims constituting the North Beck Claims.  As
          indicated above and elsewhere herein, we do not yet know.  We are
          still investigating.

     6.   Having learned about additional possible mining shafts and their
          names, or the names of the claims they are on, we went back and
          looked at 2001 records we obtained from the Utah Abandoned Mine
          Reclamation Program.  In one of the documents titled "Tintic
          Project Specs," it mentions several mine sites west of Eureka in
          Cole Canyon, the exact area our mineral claims are located in.
          Among others, these mine sites are:  the two North Beck holes, 3
          Black Warrior holes, several Dagmar holes, the North Western Group
          site 2 and the St. Louis Group sites.  Again, these are all
          identified in the document as being located west and north of
          Eureka in Cole Canyon, precisely where our claims are located.
          This would put these particular sites on or near our claims and if
          so, this is information we previously weren't aware of.  At the
          same time, looking at our deed (a copy of which is an exhibit to
          our 10-SB/A registration statement), it is clear that the North
          Beck, the Black Warrior Claims and the St. Louis # 1, 2, 3 and 4
          Claims do comprise our property.  Accordingly, it would appear
          that there are in fact old mining shafts on these particular
          claims of ours.

          In addition, in a second document provided us by the Utah
          Abandoned Mine Reclamation Program and titled "Section 0300
          Specific Site Requirements," it mentions, in addition to the
          Sacramento Mine or Site, a "Cole Canyon Prospect Site" located
          south of the Sacramento.  It further identifies a "Cole Canyon
          South Site" which is also identified as south of both the
          Sacramento and the Cole Canyon Prospect Site.  It is possible that
          these 2 additional sites are on our mineral claims unless they are
          so far south of the Sacramento that they are across the
          road/highway further to the south.  (In fact, a small portion of
          one of our claims actually crosses the highway.)  The document
          identifies them as the more dangerous holes to the residents of
          Eureka and thus, it appears that they are near the highway.  Once
          again, our claims border and go slightly over or beyond the
          highway.  The geologist we mentioned in paragraph 1 above had
          mentioned to us that exploration near the highway appeared to him
          to be more promising, geologically, for us than re-opening the
          North Beck or Sacramento Mines, particularly because of this
          location's proximity or geologic relationship to the Bullion Beck
          Property to the east.  In fact, according to this geologist, the
          Jumbo Claim which comprises our claims and which adjoins the
          Bullion Beck Properties is closer to the Eureka highway and
          therefore, it may contain favorable possibilities for exploration.
          Having not completed Work Sequence or Milestone No. 2 below, we
          don't know for certain.

          In the 1924 article on North Beck Mining Company in The Salt Lake
          Mining Reporter, it mentions that the West Cable claim has two 500
          ft. shafts.  It also mentions a Black Warrior shaft which is 300
          ft. deep.  As per information furnished us by the Abandoned Mine
          Reclamation Program, there later apparently became at least 3
          Black Warrior shafts, having depths of 500+ ft., 100+ ft. and 50
          ft.  We have found no other references to any West Cable shafts or
          mines and they are not indicated in the Abandoned Mine Reclamation
          Program information.  It could be that they have come to be known
          by another name(s) or that the Abandoned Mine Reclamation Program
          was not concerned about them for some reason.  Perhaps they were
          long ago closed and covered over.  We don't yet know.

     7.   In early November and at the direction of the EPA, we called The
          Tintic Mining Museum in Eureka to determine if and to what extent
          they had any production or assay records concerning the Sacramento
          and North Beck Mines.  They responded that they did not but, as
          set forth above, they directed us to the University of Utah's
          website which contains articles from The Eureka Reporter and The
          Salt Lake Mining Review, articles currently going back to 1902.
          We were told that spending a lot of time pouring over these
          articles would likely uncover a lot of information about our
          claims that we are not presently aware of.

     8.   During November, we had discussions with Mr. Mark Mesch, the
          director of the Utah Abandoned Mine Reclamation Program,
          concerning mining shafts on our mineral claims that have been
          closed up or covered over since the 1980's.  Mr. Mesch has sent us
          a map showing that approximately 23 to 24 holes and shafts have
          been covered over in the Cole Canyon area since the 1980's.  This
          is the area in which our mineral claims lie.  Many of these holes
          or shafts are on our mineral claims though, as of this date, we
          aren't certain of which are which.  This is because when the
          Abandoned Miner Reclamation Program closes up shafts, they do not
          identify the shaft by its name but by its GPS coordinates.  In
          order to learn which holes or shafts are on our mineral claims,
          assuming that this is important for Work Sequence No. 2 below, we
          will be required to superimpose our claims map upon such map.  We
          also learned in November from Spectrum Engineering, an independent
          contractor located in Billings, Montana, and who has been hired by
          the Abandoned Mine Reclamation Program, that one of our claims
          called the Peru Claim has a 100 foot mining shaft that the
          Abandoned Mine Reclamation Program intends to cover over in the
          spring.  Prior to this, we did not know that our Peru Claim had a
          mining shaft on it.

Based on the considerable progress we have recently made in this regard to
completing this work sequence, all as set forth above, including the obtaining
of two new maps we hadn't known about or seen before, one of which identifies
various mining shafts on our property, we believe that we have sufficiently
completed this work sequence or milestone as necessary to commission or hire a
consulting geologist to write us a report.  We have also come realize that the
consulting geologist we hire to write our report (i.e., to complete work
sequence or milestone no. 2 below), particularly if it is a company engaged in
the geological consulting business, will likely have geologic information on
our claims that we lack and which we are unable to locate through our own
layman resources, for example, through NTIS, the BLM or the U.S. Geological
Survey.  For this reason, we are now proceeding with the next work sequence or
milestone below and if we discover more information about our claims in the
meantime, we will pass that information on to our consulting geologist.

Work Sequence or Milestone No. 2.  To hire or commission a suitable consulting
geologist or geology company, preferably with experience and knowledge of the
Tintic Mining District, to prepare and complete a detailed report on our
mineral claims for generating investor interest.

Our consulting geologist that we identified in our last quarterly report, Mr.
Bruce Yeomans, is, as was reported, extremely busy with other consulting work
in Nevada.  He and a stockbroker specializing in mining stocks referred us to
three additional consulting geologists, all of whom are reputed to be familiar
with, and knowledgeable of, the Tintic Mining District.  The first one we
contacted in Denver, Colorado, works full time for a mining company and was
unable to help us.  A second geologist to whom we were referred resides in
Salt Lake City who, upon speaking with him, is basically retired and does not
write reports any more.  Both of these geologists, including Mr. Yeomans,
highly recommended a geological and mining exploration company located in
Kaysville, Utah, known as North American Exploration, Inc. ("North American").
Its principal owner, it turns out, is familiar with the Tintic Mining
District.  We have since been in discussions with principals of this company
and on November 15, 2005, we drove to Kaysville and met with the principal
owner of North American.  At that meeting, we furnished him all records that
we have on our mineral claims, including but not limited to all maps in our
possession, all files and records from the EPA and the Abandoned Mine
Reclamation Program and a file on all efforts we had made, so far, to track
down any information compiled by the U.S. Bureau of Mines.  North American has
agreed to replace Mr. Yeomans and act as our new geological consultants.  They
have also been retained by us to write us a report necessary to generate
investor interest.  We are not aware, at this point, when such report will be
completed.  A visual inspection of our claims will be necessary.  However, one
good piece of information:  we were told that, being in the geology business,
North American may be able to track down and find out what assay or production
records exist on the mining shafts located on our property.  We believe that
this is excellent news because it would obviate the need to continue to obtain
such records from the now dissolved U.S. Bureau of Mines.

We do not know what this report will cost but our sole officer and director or
North Beck Joint Venture, our lessor, has also agreed to advance this cost
when the data is available in order for our consulting geologist to prepare
it.  Based on our meeting with North American Exploration, we suspect that it
will cost no more than $3,000 but we do not know for certain.  Part of it will
depend on how much time it takes to write such a report, how much research is
involved, how much visual and physical inspection of the 470 acres is
necessary, and, of course, how complicated it is.  Once this report is
completed, we plan to pursue Phase Two of our business plan below.
Specifically, we then plan to distribute this report to target mining
companies, that is, mining companies that we will have determined are familiar
with high-grade underground precious metals mineral exploration ventures. We
suspect that our new consulting geologists may be able to complete this report
within 3 or 4 months from commencement of the same but much of this depends
upon (1) what more data and research will need to be obtained and (2) how busy
they are.  To provide an exact completion date for this work sequence is
therefore difficult to predict at this point in time because it will not be up
to us.  We will know more on this score by the time of filing next report.

Tasks that We Believe We Will NOT Have to Undertake In Order to Complete PHASE
ONE.  We do not believe that the completion of Phase One identified above will
require surface sampling. This is because, according to Mr. Yeomans and North
American Exploration, we would need access to the actual mining shafts to
conduct any meaningful sampling (i.e., underground sampling) and, to our
knowledge, not only are the Sacramento and the North Beck Mines closed up, but
the three (3) Black Warrior shafts on our property were also closed up by the
Abandoned Mine Reclamation Program.  Furthermore, they cannot be opened back
up for exploration purposes without a permit from DOGM. That is to say, since
one of our goals may be to re-open, re-work and explore the Sacramento, North
Beck or Black Warrior Mines, surface sampling or sampling in areas other than
in these shafts themselves would not be of any assistance to us in completing
Phase One of our business plan.  On the other hand, we are also advised that,
depending upon the quality or the nature of any tailings or dump dirt near the
Sacramento, North Beck and Black Warrior Mines, we may be able to do sampling
of those tailings or dump results, all of which would have the same or similar
effect of underground sampling.  Whether this will be necessary is therefore
something we will have to learn from our consulting geologists.

Contrary to our last quarterly report, and based on recent conversations with
former principals of Centurion Mines Corporation, we may now need or want to
evaluate the geology of the adjacent Bullion Beck Property to the east.  At
the same time, because of past production and historic activity on the Bullion
Beck Property, we are informed by the owners of the Bullion Beck Property that
extensive geology reports and other geologic information exist concerning the
Bullion Beck Property.  Fortunately, its owners have communicated a
willingness to share this information with us and our consulting geologists.
Accordingly, to the extent that such information concerning adjoining property
must be located or obtained in order to complete Phase One of our business
plan, we believe we have accomplished it.  It will be provided to our
consulting geologists at the appropriate time.

Finally, we believe we can complete Phase One of our business plan without
having to locate claim corners in the field so that exact and precise property
boundaries are known. We say this because we believe that our claim corners
are fairly obvious to anyone who walks on our mineral claims with a map,
though an interested investor/partner/joint venturer may desire more accuracy
in this regard, thereby requiring a newer survey.  To be sure, the EPA long
ago provided us a map in which they themselves had drawn our property
boundaries.  The boundaries are also already marked with old stakes. We
therefore do not believe that this task would be a work sequence or milestone
necessary for us to expend money on at this point in time unless and until an
interested partner or joint venturer requires it, or our consulting geologists
are of the opinion that it is necessary. Accordingly, we do not intend to
spend money for a new survey at this time.  If required by a serious
prospective partner or joint venturer, our sole officer and director or North
Beck Joint Venture itself will likely fund this task, a task that may cost
between $1,000 and $2,000.  In sum, obtaining a survey of our property
boundaries is not necessary at this time to be completed, though it may be in
the future.  While it is admittedly a standard work sequence comprising a
typical minerals exploration program, we believe we have it reasonably covered
at this time.  We may change our opinion at such time as a prospective
exploration partner requests a recent survey and we are not able to provide
one.

PHASE TWO

Upon the completion of Phase One of our business plan and plan of operation
detailed above, it will then be our intention to embark upon and undertake the
following three (3) additional work sequences or milestones in order to carry
out and complete Phase Two of our business plan.

Work Sequence or Milestone No. 1.  Upon completion of a geology report that is
necessary to generate investor interest, we intend to contact as many mining
companies as possible that we can target and who we believe might be
interested in partnering or joint venturing with us to explore the North Beck
Claims.  This is something we have detailed and elaborated upon in a
subsection below titled "Means of Completing PHASE TWO and Locating an
Exploration Program Joint Venturer or Partner."  There is little more we can
say.  We cannot make an estimate of how long it will take to get a partner or
joint venturer interested in our claims, assuming we can, nor can we make ANY
definitive assurance whatsoever that we can.  It may take a year or two.  It
may take less.  This is a task that we will undertake in the ordinary course
of our business, particularly once a geologic mineral report is prepared by
our expert.  And this work sequence or milestone will be on-going.  The only
cost associated with this sequence will be mailing costs, photocopying costs
of our consulting geologist's forthcoming report on our mineral claims, and
long distance (if applicable) telephone call costs, all of which our sole
officer and director has agreed to advance.  We are also informed that North
American Exploration will be able to provide us its report in electronic
format and thus, it would be, and will be, much easier to distribute because
it can then be e-mailed.  It is difficult to estimate the amount of out-of-
pocket costs associated with this work sequence.  It shall depend on how many
potential joint venture partners we are able to contact and what specific or
additional information they will want us to provide for them so that they can
further evaluate our mineral claims.  We do NOT believe that the cost of
carrying out this work sequence or milestone is in any way prohibitive or
burdensome and even if it were, our sole officer and director has agreed to
advance us the funds necessary to carry it out.

Work Sequence or Milestone No. 2.  To conduct mineral claim tours with
interested parties with the intent of leading to a suitable minerals agreement
to explore the claims.  This work sequence or milestone is self-explanatory
and is something we will do with any interested party upon request.  The cost
associated with this sequence will be gas money to travel the 90 miles south
of Salt Lake City to conduct such tours, the time it takes to do so, and
possibly, paying our consulting geologists to venture with us and meet
prospective partnership candidates when we undertake any such mineral claim
tours.  Once again, our sole officer and director has agreed to advance us the
funds necessary to carry out this work sequence or milestone.

Work Sequence or Milestone No. 3.  To keep abreast of ongoing EPA and Utah
Department of Oil, Gas & Mining (DOGM) response activities in the district.
This is something we can accomplish in the ordinary course of our business and
if nothing else, by monitoring DOGM's website.  We do not believe there is any
particular cost associated with keeping abreast of the current state and
federal regulatory climate or environment.  We also intend to rely on our
consulting geologists to keep us up to speed on new regulatory developments.
This is not to ignore that since the Eureka, Utah, area was designated as a
Superfund Site by the EPA in July 2002, our lessor is on their mailing list
and receives notice from the EPA with regard to important events or
occurrences relating to the North Beck Claims.  Our lessor has not recently
received any notices of any kind other than a year or so ago, the EPA asked
our lessor, North Beck Joint Venture, LLC, for permission to re-pave a
frontage road located on the mineral claims and which parallels the state
highway. Our lessor has heard nothing from the EPA since other than the
contact we made with the EPA directly to complete Phase One of our business
plan described above.

Funding of Our Planned Work Sequences. We do NOT at this time anticipate
needing any outside funding to achieve the foregoing two Phases of our overall
business plan.  It is possible that this conclusion could change, but, at this
time, we find it highly unlikely.

Means of Completing PHASE TWO and Locating an Exploration Program Joint
Venturer or Partner.  The specific steps that we intend to undertake in order
to find a suitable joint venture or partnership candidate will include but not
be limited to the following:  First, we intend to identify those mining
companies that are currently conducting exploration and extraction operations
or activities in Utah, Nevada and Idaho, possibly even Colorado, Wyoming,
Arizona or New Mexico. We will also identify those companies we know and whose
principals we have met in the past who are located in Salt Lake City, Utah,
Carlin, Nevada, Spokane, Washington, Vancouver, British Columbia, Canada, and
London, England.  We intend to target these particular companies because we
are aware that they own, or have owned, mineral and mining properties in Utah,
Nevada and Idaho, including Alaska, Canada and South America, and some are in
the process of doing exploratory work, or have done extensive exploratory
work, on those claims and others. We thus believe that these contacts would be
suitable partnership and joint venture candidates to approach.  At the same
time, we also intend to identify additional companies or operators by checking
records with DOGM or any other state or federal governmental agency in which
information about current mining activities in Utah and surrounding states is
publicly available.  In doing so, we will also have the opportunity to confirm
the identify those mining companies whose principals we already know or have
met personally, either directly or indirectly, all of whom are currently
engaged in exploratory mining activities. We also believe that our consulting
geologists may have the ability to give us names of companies operating in the
Tintic Mining District and nearby (though it will be our obligation to contact
such persons or companies on our own).  After identifying various possible
candidates, we shall first attempt to telephone them one by one and speak with
appropriate persons involved in their respective mineral exploratory decision-
making process.  After reaching each such person or persons, we will learn
from each what each is looking for in this regard or otherwise interested in
pursuing and whether the North Beck Claims might be something they would be
interested in.  If any of these candidates or possibilities communicates an
interest in our mineral claims, we will find out exactly what information they
desire from us in order for them to make a preliminary evaluation of our
claims and we will then provide it to them as quickly and efficiently as
possible.  After that, and as the list of serious interested candidates gets
smaller and smaller, we will follow up with each of such entity more closely
and more aggressively and determine what additional information they need, if
they are interested, what they would like to do next, whether they would like
to tour the property, for example, whether they would like to conduct their
own sampling or assays on our claims (to which we would have no objection) and
if they are not interested, learn why.  After providing reports and doing on
site inspections and tours of our mineral claims, we will then sit down with
such persons and find out exactly what they believe it would take to work with
them on a project to explore the North Beck Claims.  We do not know what it
would cost to undertake a mineral exploration program on our property.  This
would depend upon what one intended to do.  We have heard numbers such as
between $30,000 and $100,000; however, these figures would NOT include what a
mineral exploration company would expend in advance making certain that we had
lawful title to our claims.  We are told that typically, a mineral exploration
company will spend between $10,000 and $20,000 on title work, that is, making
certain that they would have the mineral rights in issue.  We do not know what
more we can say in this regard without being unduly speculative.  In sum, we
intend to actively seek out and investigate potential partnerships, joint
ventures and other funding arrangements by doing our due diligence and
otherwise locating companies who we believe would be interested in exploring
the North Beck Claims for their precious metals mineral potential.  Some of
these candidates we know and are already aware of.  Others we hope to learn of
through referrals and through our own due diligence and contacts in the Tintic
Mining District and overall mining industry.  As stated above, we will also
likely become aware of operators in the Tintic Mining District by checking
with DOGM on mining permits that have been applied for and also issued in the
Tintic Mining District.

We have no way of predicting how long it will take to locate a serious and
genuine exploration partner or joint venturer, assuming that we even can,
something of which we can give no assurance.

Form of Agreement with Prospective Exploration Partner/Joint Venturer Unknown
at This Time.  In the event that we find a joint venture/partnership
candidate, one who is serious about working with us, we do not know what form
any such joint venture or partnership agreement with them would take. We
believe that we would likely have to give up control of the claims in some
fashion and possibly a good portion of our stock, perhaps a large majority of
it.  It is possible or conceivable that we would have to issue such persons a
controlling interest in Valley High in exchange for their commitment to
conduct a certain, designated amount of mineral exploration on our claims.
Much of this would depend upon what a partner or joint venture candidate is
willing to do in regard to actually exploring the North Beck Claims.
Accordingly, the fact is that, at this time, it is difficult to predict what
form any such agreement would take and, because we are not negotiating with
anyone at this time, we do not believe it is appropriate for us to further
speculate in this regard.

The Exploration Program We Seek or Desire to Implement. The exploration
program that we will attempt to solicit to prospective exploration
partner/candidates may include but not be limited to cleaning and dewatering
the Sacramento, North Beck Mine or Black Warrior mine workings in order to
sample or assay remaining drifts or stopes (i.e., underground lateral tunnels)
and openings.  This will also include but not be limited to drilling and
testing in these or other locations for favorable or prospective
mineralization.  We will have to wait to see what our consulting geologists
say in this regard.  Our secondary or alternative plan of operation will be to
acquire additional mineral claims, if it turns out that exploration of the
North Beck Claims is, for some reason, unfeasible.  Having issued five million
"restricted" shares in consideration for the acquisition of the North Beck
Claims (by way of lease agreement), management believes that our first
priority is to concentrate our efforts on establishing the partnership
relationships necessary to explore the North Beck Claims.

The "Phased Nature" of Our Planned Exploration Process. With respect to any
phased nature of our planned exploration process described in Phases One and
Two above, we are currently undertaking sequence/milestone no. 2 of Phase One
above.  Having recently commissioned North American Exploration as our
consulting geologists, we anticipate that they can prepare his report within
the following 3 or 4 months, assuming that they have the time to complete it
within that time period.  We do not know for certain at this time.

As we have already stated above, Phase Two of our business plan is and will be
part of our ordinary course of business and there is no particular time limit
upon it at this time: it will be on- going.  As to work sequence 2 of Phase
Two, we will be happy to give mineral claim tours to any interested person
upon request and each occasion will take a day to accomplish depending upon
how much time an interested partner, investor or joint venturer wants to spend
physically inspecting the North Beck Claims themselves, claims that comprise
470 acres or approximately three quarters of a square mile.  Such potential
partnership candidates may also want to have their own experts physically
inspect the claims and conduct their own sampling.  In short, we believe that
within at least the next 6 months, and hopefully less, we will be in a
position to undertake sequence no. 1 of Phase Two, that is, approach
potentially interested mineral exploration partners and joint venturers and
otherwise disseminate our then-existing mineral claims report.

Our "Day to Day" Operations.  With respect to our "day to day" operations, our
sole officer and director has other full time employment.  He will therefore
NOT be devoting his full time and energy, on a daily basis, to our Company or
the completion of our two Phases. We can say, however, that completion of, and
carrying out, our Phases involves reliance on other experts and Mr. Coombs
fully expects to line up and hire the necessary experts to complete each of
the work sequences and milestones comprising our two operational Phases.  To
the extent that this requires us to make a phone call or two at least every
day, and otherwise follow up with people, we will do that.  To the extent it
requires more, we will do that also, even if it is on a daily basis.  At some
point, we will be waiting for experts to complete reports and the compilation
of data and what-not in order for us to proceed with our intended partnership
exploration plan.  When that is the case, there will be little we can do "day
to day," other than to wait for those tasks to be completed by them,
circumstances that will largely be beyond our direct control.  We will also
have to wait for prospective joint partner candidates to "get back to us"
while they review the materials we will have furnished them.  If and when we
are waiting for such persons "to get back to us," there is little that we will
be able to do on a "day to day" basis.

Resulting Situation in the Event That a Successful Exploration Program Were
Completed.  It is noteworthy that even if we were to complete a successful
mineral exploration program and we successfully identify a mineral deposit
(something to which there can be no assurance whatsoever), we will still have
to raise substantial additional funds in order to undertake further drilling
and engineering studies (i.e., development) to determine if that mineral
deposit does in fact have commercial viability.  In short, there are three
basic categories of operation in mining: exploration, development, and
extraction.  Put another way, if in fact we embark upon and undertake a
successful mineral exploration program, we would still be required to complete
the second phase, namely, that of "developing" the claims in order to
undertake actual minerals extraction. We can make no assurance that we can
complete a successful exploration program or, that if we do, it would lead to
further development of the mineral claims, let alone the successful
development, for extraction purposes, of the mineral claims.  To be sure,
based on our current knowledge of our claims, we do not know whether we
actually have commercial quantities of mineralization in any event.  That
remains to be seen, based on the completion of a minerals exploration program
with a joint venture partner.

Current Status of Our Leased Mineral Claims. In accordance with generally
accepted accounting principles, we have valued our lease of the North Beck
Claims at zero on our balance sheet.  In spite of this accounting valuation, a
valuation that is required because the mineral claims have no "proven
reserves," management nonetheless believes that the North Beck Claims have
value for exploration purposes, though this remains to be fully and completely
determined. This belief, among other reasons, is based on the fact that the
Coombs Family has been able to lease the North Beck Claims in the past to
mining companies that were knowledgeable and informed about the Tintic Mining
District and its precious metals and overall mining potential.  Management's
belief that the North Beck Claims have value for exploration purposes is also
based on the fact that there are at least two large mines or mining shafts on
the mineral claims, one of which is approximately 1,600 feet deep, another of
which is 1,000 feet deep.  There are also three recently discovered shafts
known as the Black Warriors, one of which is more than 500 ft. deep and the
remaining two of which are reputed to be in excess of 100 ft. and 50 ft.  This
past exploratory activity required considerable historical investment and
activity.  In order to test or determine management's good faith belief as to
the potential value of the North Beck Claims, we will need to prepare a mining
or minerals report and then, we will need to do what we can to further explore
the mineral claims.  This will require substantial additional capital to be
provided by a prospective mining partner/joint venturer.  In the event that
Valley High cannot engage or entice a prospective mining partner or joint
venturer to explore the North Beck Claims, management may have to consider
other business options, options that are unknown at this time.

Possible Assistance of Third Parties in Obtaining an Exploration Partner or
Joint Venturer. Assuming we need third parties to assist us in contacting
interested mining partners/joint venturers, management intends to compensate
any such person or firm on a contingency basis.  No up front cash will be paid
to anyone for such services, particularly when we lack any cash for any such
purpose in any event.  We thus intend to defer any compensation that might be
due or owed any such person, consultant, advisor or broker-dealer until such
time a partnership transaction can be finalized and we can be assured that,
but for them, we would not have entered into such a transaction.  If we engage
outside advisors or consultants in our search for an exploration partner or
joint venturer, we will have to make a determination as to how such persons
will be compensated.  At present, we have no intention of hiring or retaining,
on a contingency basis, any outside advisors or consultants for this purpose.

Employees. As stated elsewhere in this document, we do NOT intend to use or
hire any employees, with the possible exception of part-time clerical
assistance on an as-needed basis.  Outside advisors or consultants will be
used only if they can be obtained for minimal cost or on a deferred payment
basis.  Management is confident that we will be able to operate in this manner
and to continue our search for partners, joint venturers and other funding
opportunities.

Future Need to Obtain a Mineral Exploration Permit from DOGM.  In the event
that we obtain the mining partners necessary to engage in a mineral
exploration program, we, or our partner(s), we will have to incur the added
expense of going through the state regulatory process necessary to obtain the
requisite mining exploratory permits.  See the section in Item 1 of our most
recent registration statement on Form 10-SB/A discussing the exploration
permitting process in Utah.  We do not at this time know what the cost of
going through the permitting process, however, based on recent discussions
with DOGM, we do not believe this cost would be substantial.  We would hope
that any exploration partner or joint venturer we enter into business with
will have gone through this process before and will thus have the staff, know-
how, and other resources and capabilities to proceed through this process
quickly and efficiently.  The permitting process in this regard directly
affects our Plan of Operation because it requires the expenditure of
additional funds, funds in addition to those necessary to actually explore the
North Beck Claims.

Cost of Engaging in a Mineral Exploration Program Unknown.  Assuming that we
do in fact locate an interested partner or joint venturer willing to finance a
mineral exploration program, we have no current way of predicting what a
mineral exploration program on the North Beck Claims, would ultimately cost,
let alone any stages or phases thereof.  This is because we do not currently
know how or under what circumstances or conditions any such mineral
exploration partner or joint venturer would want to go about exploring the
North Beck Claims. This would obviously depend upon a multitude of factors
currently beyond our control and expertise, not the least of which is what the
goal of such a program would be and where it would best commence, i.e., in the
Sacramento Mine, the North Beck Mine, the Black Warrior Mines or elsewhere on
the mineral claims, factors within the province of those persons financing and
directly engaging in the same with us.

Item 3. Controls and Procedures

We maintain controls and procedures designed to ensure that the information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission.  Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, our chief executive officer and the principal financial officer (or
persons performing similar functions) concluded that our disclosure controls
and procedures were adequate.  As a result of its evaluation, we have made no
significant changes in our internal controls or other factors that could
significantly affect the controls and other procedures already in place.

                  PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

None, other than the restricted shares issued to a Utah limited liability
company over a year and a half ago in order to acquire our 470 acres of leased
mineral claims. No proceeds were generated by this transaction. The restricted
stock issuance was lease consideration.

Item 3. Defaults upon Senior Securities.

None

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

None, other than when we changed our domicile to Nevada approximately a year
and a half ago, a transaction that was approved by a majority of our
stockholders.

Item 5. Other information.

We are not aware of any other information that should be reported on this
form.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

None. All Sarbanes-Oxley certifications are after the signature line at the
end of this document.

(b) Reports on Form 8-K

None.

                          SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                  VALLEY HIGH MINING COMPANY
                           (Issuer)



Dated:  December 2, 2005
                                  /s/ John Michael Coombs

                                  ---------------------------------
                                  By:     John Michael Coombs
                                  Its:    Chairman of the Board
                                  Dated:  December 2, 2005




Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has also been signed below by the following person on
behalf of the Registrant and in the capacities and on the dates indicated.



Dated:  December 2, 2005

                              /s/ John Michael Coombs
                                  ---------------------------------
                                  By:     John Michael Coombs
                                  Its:    President, Chief Executive Officer
                                  and CFO (Principal Accounting and
                                  Financial Officer)