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

                       ----------------------------

                             FORM 10-QSB/A-1

                        ---------------------------

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

     For the second quarter ended June 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 October 17, 2005
-----------------                  ----------------------------------------
Common Capital Voting Stock,             5,281,313 shares
$0.001 par value per share


                         FORWARD-LOOKING STATEMENTS

This second 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 Six Months Ended

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




                             CONTENTS

                                                                        PAGE

     Unaudited Condensed Balance Sheet as of June 30, 2005                2

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

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

     Notes to Unaudited Condensed Financial Statements                5 - 9

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

                UNAUDITED CONDENSED BALANCE SHEETS


                              ASSETS


                                                        June 30,
                                                          2005
                                                      ___________
CURRENT ASSETS:
  Cash                                                $        10
                                                      ___________
        Total Current Assets                                   10
                                                      ___________
                                                      $        10
                                                      ___________


                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                                    $         -
  Related party advances                                    6,867
                                                      ___________
        Total Current Liabilities                           6,867
                                                      ___________
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                                       (6,857)
                                                      ___________
        Total Stockholders' Equity (Deficit)               (6,857)
                                                      ___________
                                                      $        10
                                                      ___________




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

EXPENSES:
 General and administrative    1,566   2,700   2,518   4,277        6,857
                           _________ ______ _______ _______    _________

LOSS FROM OPERATIONS          (1,566) (2,700) (2,518) (4,277)      (6,857)
                           _________ _______ _______ _______    _________

CURRENT TAX EXPENSE                -       -       -       -            -

DEFERRED TAX EXPENSE               -       -       -       -            -
                           _________ _______ _______ _______    _________
NET LOSS                   $  (1,566)$(2,700)$(2,518)$(4,277)   $  (6,857)
                           _________ _______ _______ _______    _________
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 Six Months    April 19, 2004
                                            Ended June 30,        Through
                                      ______________________      June 30,
                                         2005        2004           2005
                                      __________  __________   _____________

Cash Flows from Operating Activities:
  Net loss                            $   (2,518) $   (4,277)  $      (6,857)
    cash used by operating activities:
    Change in assets and liabilities:
      Increase in accounts payable             -           -               -
                                      __________  __________    ____________
       Net Cash Provided (Used) by
       Operating Activities               (2,518)     (4,277)         (6,857)
                                      __________  __________    ____________
Cash Flows from Investing Activities:

        Net Cash (Used) by
          Investing Activities                 -           -               -
                                      __________  __________   _____________
Cash Flows from Financing Activities:
  Proceeds from related party advances     2,445       4,422           6,867
                                      __________  __________   _____________
        Net Cash Provided by
          Financing Activities             2,445       4,422           6,867
                                      __________  __________   _____________
Net Increase (Decrease) in Cash              (73)        145              10

Cash at Beginning of Period                   83           -               -
                                      __________  __________   _____________
Cash at End of Period                 $       10  $      145   $          10
                                      __________  __________   _____________

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 six months ended June 30, 2005:
     None

  For the six months ended June 30, 2004:
     None

  For the twelve months ended December 31, 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 June 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 June 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 June 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 June 30, 2005, an operating loss carryforward of approximately
  $6,850, 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 $1,030 and $650 as of June 30, 2005 and December 31, 2004,
  respectively, with an offsetting valuation allowance of the same amount.
  The change in the valuation allowance during the six months ended June 30,
  2005 is approximately $380.

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 six months ended June 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 June
  30, 2005 and December 31, 2004, respectively, the Company owed the related
  parties $6,867 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 Six  From the re-entering
                              Months Ended   Months Ended   of Exploration
                                June 30,       June 30,    Stage on April 19,
                           _________________________________   2004 Through
                              2005     2004   2005   2004     June 30, 2005
                           ________ ________ _______ _______  _______________
Loss from operations
available to common
shareholders (numerator)   $ (1,566)$ (2,700)$ 2,518)$(4,277)   $   (6,857)
                           ________  _______ _______  ______    __________
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 5,281,313 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>
                   VALLEY HIGH MINING COMPANY
                 [An Exploration Stage Company]

                 NOTES TO FINANCIAL STATEMENTS

NOTE   8   RESTATEMENT

The Company has restated its financial statements for the periods ended
June 30, 2005 and 2004.  Certain stock issuances during the years 1980
through 1985 were not properly recognized and accounted for in the original
financial statements.

At June 30, 2005 and 2004, this restatement had no effect on total assets
or total liabilities, nor did it have any effect on net income (loss) or
earnings per share for any period presented.  The effect of adjusting the
valuation of these stock issuances was to increase additional paid in
capital and to increase retained deficit.

The following table highlights the significant areas of change from those
previously reported:

                                         Period Ended June 30, 2005
                                   _________________________________________
                                      As previously
                                       Reported     Restated
                                       June 30,     June 30,
                                         2005         2005       Change
                                   ____________   ____________  ____________
  Total assets                     $         10   $         10  $          -
                                   ____________   ____________  ____________
  Net income (loss)                $     (2,518)  $     (2,518) $          -
                                   ____________   ____________  ____________
  Basic earnings per share         $      (0.00)  $      (0.00) $          -
                                   ____________   ____________  ____________
  Capital in excess of par value   $    120,037   $    746,093  $    626,056
                                   ____________   ____________  ____________
  Deficit accumulated during the
    exploration stage              $   (125,318)  $   (751,374) $   (626,056)
                                   ____________   ____________  ____________


                                         Year Ended December 31, 2004
                                   _________________________________________

                                    As previously
                                       Reported      Restated
                                     December 31,   December 31,
                                         2004         2004         Change
                                   ____________  ____________   ____________
  Net income (loss)                $     (4,339) $     (4,339)  $          -
                                   ____________  ____________   ____________
  Basic earnings per share         $      (0.01) $      (0.01)  $          -
                                   ____________  ____________   ____________

                                9
<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, adjacent to the town of
Eureka, Utah (hereinafter "The North Beck Claims" or "our mineral claims"),
and which contain two relatively deep mining shafts that were dug many
years past.  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 determining what business opportunities are available to
us, including 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.

Plan of Operation

Activity during the Quarter.  During our second quarter ended June 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 Form
10-SB/A registration statement, and otherwise further establishing a viable
or reasonable business plan and plan of operation.

Our cash in our checking account at June 30, 2005, was approximately $10.
As of the date of this report, it is approximately $90.  This figure is
meaningless, considering that our sole officer and director has agreed to
advance us sufficient funds to pay our day to day obligations as they
become due.  During 2004, our sole officer and director advanced us $4,422.
During the first quarter of 2005, he advanced us approximately $1,566.  During
this, the second quarter, and in order to pay accounting and transfer agent
fees and expenses incurred during the previous quarter, the Company's
president, John Michael Coombs, advanced us another $1,000.  Since that date
and as of the date of this report, Mr. Coombs has advanced the Company an
additional $6,800 or a total of $7,973 since January 1, 2005, nearly all of
which has been used to pay accounting fees and expenses and Edgarization costs
and expenses.  At the moment, we owe our auditors their fees for the cost of
the review necessary to file this Quarterly 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 near 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 are to (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 to finance and conduct 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 a possible exploration joint venturer or
partner 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. We are in the
process of completing step, sequence or milestone No. 1 of Phase One below.

During the next twelve months and 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 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 12 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
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. A copy of his consent to use his name in connection with our
registration statement was attached to our second amended registration
statement as Exhibit 99.5.  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.  At this time, we do not know who else we can hire who is
similarly uniquely qualified to assist us with the completion of Phase One,
particularly when Mr. Yeomans has access to and is aware of past
information complied by Centurion Mines Corporation and Grand Central Mining,
former lessees of the North Beck Claims, one of whom he once served as an
employee.  Having said this, however, Mr. Yeomans informed us as recently as
last week that if he is unable to directly help us in the achievement of Phase
One over the next several months, he will assist us in finding a replacement
consulting geologist and expert or, he will be willing to oversee a qualified
replacement expert that can prepare a report for us.  Based on this
conversation we have obtained the names of three other consulting geologists
who have experience in the Tintic Mining District and who may be willing to
assist us in the preparation of a necessary report.  The issue is not how much
Mr. Yeomans needs to be paid but, according to Mr. Yeomans, with his current
work schedule and other commitments, it is finding the time.  Thus, cost is
not an issue.

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.  Here is the current status of
this work sequence or milestone:  Prior to initiating this work sequence or
milestone, the basic information known 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 mineral claims.
Other than this report, the only other information of any significance we
have on our mineral claims (other than by means of a variety of maps) was
provided to us approximately 3 or 4 years ago by the Abandoned Mine
Reclamation Project, a project or program overseen by the Utah Department of
Oil, Gas & Mining (DOGM).  This information included, among other things,
information about the exact depths and locations of the Sacramento and North
Beck Mines.  On October 14, 2005, and in direct response to Commission
comments in this regard, we contacted the Utah Department of Oil, Gas & Mining
(DOGM) to determine if they had any information on the North Beck Claims.  We
were unfortunately informed that they have no specific drilling, testing or
assay information on the Tintic Mining District in their records or computers
prior to 1975.  (This does not mean that we should not visit their offices and
see what other information they do have, if anything, relative to the North
Beck Claims.)  During these discussions, DOGM suggested that we contact the
Juab County Recorder, which we did on October 17, 2005.  The Juab County
Recorder in Nephi, Utah, informed us that they do 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.  Even if they did
possess information about the depths or dates that the Sacramento and North
Beck Mines were dug or drilled (information they do not appear to have), they
do NOT possess, and would not have kept, any information on the assay or other
results.  On October 17, 2005, we also contacted the Utah office of the
federal Bureau of Land Management (BLM) and, after discussions with their
Public Reference Desk, we faxed them the legal descriptions of the North
Beck Claims for them to research what information they similarly might have
concerning our claims, if any.  The BLM has since informed us 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.  We have also been invited to travel to Mammoth, Utah, to meet
with Centurion Mines Corporation's former principal and look through their
records which are currently located there in storage, all in order to see
if Centurion Mines gathered or compiled any assay or other sampling results on
the North Beck Claims during the 10 years they leased them.  Centurion's
principal was not certain but he thought that they lacked any additional
information on the claims, other than what is contained in existing
reports.  In the meantime, it is significant that Chief Consolidated Mining
Company, the largest mining company to have operated in recent years in the
Tintic Mining District, owns the property nearby and across the state highway
from us, specifically, the Gemini Mine and the Bullion Beck properties.  We
have thus been endeavoring to contact them to determine what information they
possess on our claims, if any, and the basic geologic formations contained
thereon.  Unfortunately, it appears that as a result of several millions of
dollars of EPA clean-up costs imposed on Chief Consolidated in 2004, Chief
Consolidated has closed or wound down its principal mining operations in the
District.  This is not something we were aware of until recently.
Accordingly, while they maintain a principal office in Philadelphia, we have
also discovered that their Eureka, Utah, office has been closed.  In sum, in
order to complete this work sequence or milestone, we need to (1) visit
Centurion Mines' storage facility (or be assured that nothing is there that
relates to us); (2) visit DOGM's offices just to make certain that they have
nothing relative to our mineral claims and the activity undertaken thereon in
the past; (3) make certain that the BLM lacks any additional information on
our claims; and (4) have been able to contact principals and custodians of
records for Chief Consolidated Mining Co. to determine what assistance they
can give us in order to complete this work sequence or milestone.

Based on the foregoing, we would expect that this sequence can be completed
within the next 2 months or hopefully before Christmas of this year, though
this is not something we can guarantee. Based on the considerable efforts
we have recently made in this regard, we believe and would expect that
completion of this process should take no more than two months, or three
months at the very most, to accomplish.

Because our expert, Mr. Yeomans, has not yet had the opportunity to compare
any new information we have provided to him to the various sources of
information he has at his disposal, or even in his possession, we are not
in a position of predicting whether or not Mr. Yeomans has all the information
necessary to write a report.  See Work Sequence/Milestone No. 2 immediately
below.  Assuming he does, we still need to exhaust what other sources of
information we might have just to ensure that whatever report he does
ultimately write for us, that he has all the information that is currently
available and known.  For this reason, we want to make certain that we
contact Chief Consolidated Mining or its successors-in-interest, if any.  In
this regard, Mr. Yeomans did communicate to us last week that he is extremely
busy working for a Canadian mining company doing exploratory work in Carlin,
Nevada, and that he may be hard pressed to find the time to assess the
information we will be providing.  If so, he indicated that he would help
us find another expert/consulting geologist that would have the time to do so,
an expert he would also be willing to oversee.  He also suggested contacting
Chief Consolidated Mining and any successor-in-interest for this purpose.
Not only would they have significant and substantial mineral records, but they
may also have, or know, consulting geologists as skilled and knowledgeable of
the Tintic Mining District as Mr. Yeomans and who could compile information on
our claims and also write a report, thus helping us to complete Phase One of
our business plan in less time than we might have otherwise expected.

Though we do not know for certain, we believe that Mr. Yeomans or a
suitable substitute expert consulting geologist will charge less than $500 to
thoroughly compile such existing data for us, all as outlined above. As
disclosed elsewhere herein, our sole officer and director has agreed to
finance this cost even if it exceeds $500. With respect to Chief
Consolidated Mining, we should note that we do not at this time know what
information they are willing to share with us, if any, or, if they are so
willing, what they would charge us.

Work Sequence or Milestone No. 2.  Once we have completed work
sequence/milestone No. 1 and compiled all historic and any newly generated
data, we intend to use our geologist/environmental engineer, Mr. Bruce
Yeomans, or a suitable replacement expert and consulting geologist, to
prepare and complete a detailed report for generating investor interest.. As
of this date, and though Mr. Yeomans is NOT yet in the process of preparing
any such report, we have provided Mr. Yeomans with what past mining and
geology reports and information we have in our possession on the North Beck
Claims, including information provided us approximately 3 or 4 years ago by
the Utah State Abandoned Mine Reclamation Project on both the Sacramento and
North Beck Mines. Assuming that Mr. Yeomans had all the information in his
possession in order to commence writing such a report, we do not know what
this report will cost but our sole officer and director has also agreed to
advance this cost when the data is available in order for Mr. Yeomans or a
replacement expert to prepare it. We suspect that the cost will be between
$1,000 and $2,000 but we do not know for certain. Part of it will depend on
how much time it takes Mr. Yeomans or a replacement expert to write it and, of
course, how complicated it is. We then plan to distribute this report to
target mining companies, that is, mining companies that we have determined are
familiar with high-grade underground precious metals mineral ventures. We
suspect that Mr. Yeomans, or a replacement expert whom we may be able to
locate on our own or through Chief Consolidated Mining, may be able to
complete this report within 6 or 9 months from now but much of this depends
upon the completion of work sequence/milestone no. 1 identified above. To
provide an exact completion date for this work sequence is therefore difficult
to predict.  We will know more on this score within the next couple of months.

Tasks that We Believe We Will NOT Have to Undertake In Order to Complete
PHASE ONE

Completion of Phase One identified above will NOT require surface sampling.
This is because, according to our currently expert, we would need access to
the Sacramento and North Beck mining shafts to conduct any meaningful
sampling (i.e., underground sampling) and they are currently covered or
closed-up and cannot be opened back up for exploration purposes without
specific permission from DOGM.  That is to say, since our real goal is to
re-open, re-work and explore the Sacramento or North Beck Mines, surface
sampling or sampling in areas other than in the Sacramento or North Beck
Mining 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 near the Sacramento
and North Beck Mines, we may be able to do sampling, which would have the
effect of underground sampling.

We also do not believe that we will need to evaluate the status of any
adjacent mineral properties or claims simply because, according to our
expert, the Sacramento and North Beck Mines are far enough away from our
property lines and they have basically been drilled, to the best of our
current knowledge, straight down.  Accordingly, what mineralization that would
exist in the Sacramento or North Beck Mines is not likely to trend off of our
claims on to other, adjacent properties.  This information may be wrong but,
at this time, we find it very unlikely.

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. The boundaries are
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 until an interested partner or joint venturer requires it,
or our expect is 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 $3,000. 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
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 don't have 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 positive 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 mineral exploration 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 Mr. Yeomans' (or a substitute expert'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.  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 how many mineral claim reports each one needs or wants.  We do
NOT believe that the cost of carrying out this work sequence or milestone is
in any way prohibitive 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 Mr. Yeomans or other experts 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. Since our expert is currently
employed by a large mining company and is otherwise currently working on
another extensive exploration project, we also intend to rely on him 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.

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 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.  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 and the
federal Bureau of Land Management or any other state or 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
geologist/environmental engineer, who is currently employed full-time by a
large mining company, has 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).  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 and we will 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 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 or 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 our Company 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.  Reference is made to the subsection in Item 1 of
Part I above titled "Pursuit of Partnership, Joint Venture and Outside Funding
Opportunities."

The Exploration Program We Seek or Desire to Implement.  The exploration
program that we will attempt to solicit to prospective exploration
partner/candidates includes but not be limited to cleaning and dewatering the
Sacramento and North Beck mine workings in order to sample or assay remaining
stopes (i.e., underground lateral tunnels) and openings. This will also
include but not be limited to drilling and testing in these or nearby
locations for favorable or prospective mineralization. As stated in the
"Description of Business" section above, 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. 1. of Phase One
above.  Once we complete this work sequence or milestone, we will commission
Mr. Yeomans or a replacement expert to prepare a report to complete our 2nd
milestone or work sequence, but before doing so, we need to satisfy ourselves
that we possess all the geologic and other information that is available on
our claims.  As disclosed above, sequence no. 1 of Phase One should take no
more than the next 2 or 3 months to complete. After completion of sequence no.
1 in a timely manner, we would then anticipate that Mr. Yeomans (or a
replacement expert) can prepare his report within the following 3 or 4 months,
assuming that he is available for this purpose. As stated above, Mr. Yeomans
is currently tied up on a gold exploration project involving a Canadian mining
company in Carlin, Nevada.  He has informed us that he believes he will be
tied up there throughout most of the forthcoming winter.  Assuming that work
sequence or milestone no. 1 can be completed sooner, we would have no reason
not to believe that our expert would not be able to prepare a comprehensive
report sooner than the 6 or 7 months from now.  Some of this work Mr. Yeomans
may be able to conduct from his onsite duty in Carlin, Nevada, or, if he is
simply unable to assist us for want of time, Mr. Yeomans has indicated that he
can oversee another expert or help us find another expert or consulting
geologist.  Mr. Yeomans also suggested trying to contact geologists who work
or have worked for Chief Consolidated Mining Co., which owns as many as 19,000
acres of mineral properties in the Tintic Mining District.

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 or two 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 candidate may also want to have its own experts
physically inspect the claims and conduct their own sampling. In short, we
believe that within at least the next 7 to 9 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, as is repeatedly
stated elsewhere in this document.  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, many of which can go on
simultaneously.  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 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 mineral 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.

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. See Part F/S of Part II below, located on
page F-1 thereof. 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 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. See heading in the "Description of Property" Item below titled "The
Sacramento Mine" and the additional heading below titled "The North Beck Mines
or Shafts." This 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, such as ceasing operations
altogether or merging or reorganizing with another business or entity not
engaged in mining or the mining industry.

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), 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 above
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. Reference is made to the section above titled "Regulatory Process
Involved in Obtaining An Exploratory Mining Permit" in which we explain the
exploration permitting process in Utah. 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, specifically, the
Sacramento and North Beck Mines, would ultimately cost, let alone any stages
or phases thereof. This is because our management has not only never engaged
in actual mineral exploration before (i.e., drilling activity), but we do not
currently know how or where 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 far 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, 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:  November 29, 2005
                                  /s/ John Michael Coombs

                                  ---------------------------------
                                  By:     John Michael Coombs
                                  Its:    Chairman of the Board
                                  Dated:  November 29, 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:  November 29, 2005

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