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

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

                             FORM 10-QSB/A-2

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

(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:  000-51232



                        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

                           EXPLANATORY STATEMENT

We are amending this Quarterly Report on Form 10QSB to expand our Plan of
Operations discussion in response to an SEC comment letter dated December 21,
2005.

                         FORWARD-LOOKING STATEMENTS

This second Quarterly Report on Form 10-QSB/A-2, 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").

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, and considering that this is a second amended
quarterly filing covering a period ended over six months ago, we currently owe
our auditors their fees for the cost of the review necessary to file our
quarterly report for our third quarter ended September 30, 2005.

Overview of Our Business Plan and 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 27 separately patented mining claims which together comprise slightly over
470 acres of ground located just west of the town of Eureka, in Juab County,
Utah. These mineral claims contain several mining shafts or mines, three of
which are known as the Sacramento, the North Beck and Black Warrior Mines.
According to the director of the Utah Abandoned Mine Reclamation Program, with
whom we conversed in December 2005, there appear to be as many as 24 holes,
mines, shafts or "prospecting pits" on our mineral claims.   They range in
depth from between 50 feet deep to 1,600 feet deep.  All of the holes, mines
or shafts on our mineral claims have essentially been covered over by the Utah
Abandoned Mine Reclamation Program with the exception of a 100 ft. shaft on
our Peru Claim which, for safety reasons, the Utah Abandoned Mine Reclamation
Program is currently planning to cover over in the spring.

Our overall business methodology and plans are to (1) finalize our draft
geological report on our mineral claims and (2) contact prospective joint
venturer mining companies and other prospective partners to finance and carry
out the planned or proposed exploration program that we have now developed or
devised. 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. Phase One is almost complete in that
on January 20, 2006, we received a draft geology report from our consulting
geologist, Mr. O. Jay Gatten. 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 mineral exploration program
on our mineral claims, all as set forth in our planned or proposed exploration
plan described below. We are in the process of completing Phase One.

Upon completion of Phase One of our business plan and plan of operation, that
is, finalizing our geology report, something that we believe ought to take no
more than 30 or 45 days from now, we will enter Phase Two of our business plan
and plan of operation. In Phase Two (which itself consists of distinct
phases), we shall distribute our mineral 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

In our previous first amended quarterly report, which this report modifies, we
identified a 2-part work sequence or list of milestones that we, in
conjunction with our expert, intend to complete 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." In order to complete
Phase One in a more timely fashion and because our former consulting
geologist, Mr. Bruce Yeomans, is currently living out of state on other
consulting projects and otherwise unavailable to assist us, we have  hired a
replacement expert and consulting geologist to replace Mr. Yeomans. Our new
expert and consulting geologist is Mr. O. Jay Gatten of North American
Exploration, Inc., located in Kaysville, Utah.  Mr. Gatten has been a
practicing geologist in the Utah area for some-40 years and he is familiar
with the Tintic Mining District.  In late October 2005, we met with Mr. Gatten
and after we received a December 21, 2005, comment letter from the Commission
requiring a more detailed and "phased" Plan of Operation, we asked Mr. Gatten
to modify and supplement any report he would give us in that regard.  He has
now done so and on January 20, 2006, we received a draft geology report from
him.

The following explains each of our two (2) work sequences comprising Phase One
of our business plan and plan of operation.  While we summarize it below, we
have completed Work Sequence No. 1 and will soon complete Work Sequence No. 2
in that we now have a draft geology report.  The receipt of a final geology
report will mark the completion of Phase One of our business plan and plan of
operation.  We expect to complete Phase One within the next 30 to 45 days and
we expect it to cost between $3,000 and $4,000.

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

Because our new expert and consulting geologist advised us in December 2005
that he had all the information needed to write a geology report for us (Work
Sequence or Milestone 2 below), we have completed this Work Sequence or
Milestone No. 1.  In order for the reader to appreciate the investigative work
we did and the information we were able to obtain on our mineral claims for
the purpose of providing it to our consulting geologist, the following
summarizes what we found out and what information we provided our consulting
geologist in November and December 2005:

The basic information known by us prior to October 2005 about the North Beck
Claims had been contained in an extensive report on the area completed 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. While it does mention the North Beck Mine, this
report does not mention the Sacramento or Black Warrior Mines, another mines
located on our mineral claims and one of which was excavated prior to 1898 (we
know this because it appears on a map dated in 1898). Other than this report,
the only other information of any significance we have possessed on our
mineral claims (other than by means of some maps) was provided to us in May
2001 by the Utah 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, Black Warrior and North Beck Mines.

In October 2005, after the end of the last quarter and as we reported in our
Form 10-QSB for our third quarter ended September 30, 2005, 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 in our
10-QSB, they have no specific drilling, testing or assay information on the
Tintic Mining District in their records or computers prior to 1975. Also, as
so 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, if any, 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 2005, we met with a former principal of Centurion Mines
Corporation who is a geologist and who is familiar with the North Beck Claims
and the 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 would appear to trend 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 re-opening and re-
working the Sacramento and North Beck Mines might not be the best place to
engage in exploratory drilling 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 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. These small black marks or squares on the map appear to indicate
additional exploratory activity on our mineral claims, possibly additional
mining shafts, "prospecting pits" or shallow shafts less than 500 feet deep.

2.   During October, 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. While we have heard
nothing further from him, based on what we are told by our consulting
geologist, what information he might have is not at this time important for us
in order to complete Work Sequence or Milestone 2 below.

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 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 group)
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. This information is
significant because heretofore we did not know for certain that there were
more than two mines or mining shafts on our mineral 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 with specific identifiable
titles, 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
had told us itself. 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 27 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 did not order copies of
these documents because we already possess copies, copies that we received in
2001 from the Abandoned Mine Reclamation Program.

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.
Eventually, we learned that in order to locate or find out what information
the National Archives and Records Administration possess on our mineral
claims, we must write a letter to the Chief Information Officer in Washington,
DC, a Mr. Edwin McCeney, and ask for permission to review such records, if
they exist, which we have done.  So far we have heard nothing.

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 to four 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 27 separate mineral claims constituting the North
Beck Claims.

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 that our mineral claims are
located in. Among others, these mine sites are: 2 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 original
Form 10-SB 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
yet finalized 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 mine
closure 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.
Perhaps they are just known by their GPS coordinates.  We don't 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. We have not as yet done so only because we have since been
informed that our consulting geologist has sufficient information to generate
a final geology report.  See Work Sequence or Milestone No. 2 below.

8.   During late November and early December, we had discussions with Mr.
Mark Mesch, the director of the Utah Abandoned Mine Reclamation Program,
concerning mining shafts or other holes 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 well over 30 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. Mr. Mesch thought that as many as 24 of these holes or shafts may be
located 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 necessarily identify the shaft or hole by its
name but by its GPS coordinates. We also learned in November 2005 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 foregoing and based on this and additional information already in
the possession of our consulting geologist, we have sufficiently completed
this work sequence or milestone as necessary to write a final geology report.
For this reason, we are now proceeding with the next work sequence or
milestone below and if we discover more relevant information about our claims
in the meantime, we will pass that information on to our consulting geologist
and modify any final report as necessary or advisable.

Completion of this Work Sequence or Milestone No. 1 has not cost us anything
in that we accomplished the foregoing "in-house."

Work Sequence or Milestone No. 2.  To generate a final geology report on our
mineral claims in order to generate investor interest.

In November and December 2005, we provided our new consulting geologist, Mr.
O. Jay Gatten, with all information we had on our mineral claims.  This
included but was not limited to all information we compiled and discovered in
completing Work Sequence or Milestone No. 1 above, what past mining and
geology reports and information we had in our possession on the North Beck
Claims (i.e., the Jenny Lind Project Report), all maps we had in our
possession, and all the information provided us approximately 3 or 4 years ago
by the Utah State Abandoned Mine Reclamation Program.  Mr. Gatten informed us
that, as part of his business as a professional geologist, he possesses and
has access to substantial information on the Tintic Mining District and our
claims.  He thus advised us in December that he had the information necessary
to prepare and complete a geology report on our mineral claims.

On January 20, 2006, we received a draft geology report from our expert, Mr.
Gatten, which, when finalized within the next 30 to 45 days, will mark the end
or completion of this Work Sequence or Milestone and in fact, all of Phase
One.  This draft report contains a proposed exploration plan or program which
we have included below, in part, under the heading titled "OUR PLANNED OR
PROPOSED 'PHASED' DRILLING EXPLORATION PROGRAM THAT WE SEEK TO IMPLEMENT."
This discussion summarizes our current and proposed or planned drilling
exploration program on our mineral claims.

PHASE TWO

Upon the completion of Phase One of our business plan and plan of operation
detailed above, something that will occur within the next 30 or 45 days, 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. 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 engage in an exploratory drilling
program on the North Beck Claims. Our efforts to achieve 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."  We have also included a proposed or planned "phased" exploration
plan or program for any such joint venturer or partner to consider.  This is a
very important part of our plan of operation and it is summarized in the
section below titled "OUR PLANNED OR PROPOSED 'PHASED' DRILLING EXPLORATION
PROGRAM THAT WE SEEK TO IMPLEMENT." 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. There will no particular cost associated with this
sequence.  This is because our consulting geologist's report is and will be
available to be e-mailed, including all exhibits associated with it.  The only
costs that we envision at this time are long distance (if applicable)
telephone call costs, all of which our sole officer and director has agreed to
advance. There will therefore be little out-of-pocket costs associated with
this work sequence. 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 our consulting geologist 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.   We do need,
however, and will need, substantial funding and other resources from an
exploration partner or joint venturer to implement our planned or proposed
drilling exploration program.  See the section below titled "OUR PLANNED OR
PROPOSED 'PHASED' DRILLING EXPLORATION PROGRAM THAT WE SEEK TO IMPLEMENT."

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."

OUR PLANNED OR PROPOSED "PHASED" DRILLING EXPLORATION PROGRAM THAT WE SEEK TO
IMPLEMENT

Based on our knowledge of our mineral claims, the following discussion sets
forth the phased drilling exploration plan or program that we would, at this
time, recommend or suggest to an interested joint venture exploration partner:

1.0  EXPLORATION POTENTIAL
In spite of historical exploration and mining activity in the overall Tintic
Mining District and also near to our North Beck Claims, it is a striking fact
that very little documented exploration work has been done on the North Beck
Claims. Bear Creek Mining Company's Jenny Lind Project, done in 1955 and 1956,
was located to the north and did consider part of the property. The only other
work of any extent done was underground exploration done at the North Beck
shaft between 1917 and 1924. Some of the Jenny Lind work covered the property,
including surface mapping, geochemical sampling, surface alteration mapping,
and an airborne magnetic survey.

     1.1  North Beck Underground Exploration Work

     Shaft sinking and related underground horizontal mine workings (drifts)
     were done to explore the Ophir Shale and a limestone member at depth.
     The North Beck shaft is known to be at least 1,600 feet deep and a total
     of 6,700 feet of drifting was carried out on the 600, 1,200 and 1,600
     foot levels of the mine. Almost all of the work was oriented southeast
     of the shaft. No mineral occurrences were noted on the geologic maps
     currently available.

     In the late 1950's, Bear Creek Mining Company attempted to reopen the
     shaft in order to remap the underground workings and possibly diamond
     drill or extend mine workings to the north of the shaft. The shaft was
     blocked at a depth of 580 feet and no further work was done owing to
     safety concerns and possibly cost.

2.0  PROPOSED EXPLORATION TARGETS

     The North Beck Claims are located within the Tintic Mining District and
     are north, and on general trend, with the Gemini "ore run". Sedimentary
     rocks that host ore bodies elsewhere in the district crop out or dip
     under the property. Favorable structures include location on the west
     limb of a major trough-like fold called the Tintic syncline and major
     crosscutting faults with related fracturing of the rocks. Hydrothermal
     alteration zones that are often related to buried ore bodies are present
     at the surface. The proximity to ore bodies in the District, favorable
     host rock, hydrothermal alteration, major faults and very limited past
     exploration work all combine to demonstrate, we believe, the favorable
     exploration potential of the North Beck Claims.

          2.1  Eureka Gulch

          The extreme southern boundary of the property is located on the
          north side of Eureka Gulch near the productive West Beck fault and
          the California Break. The interactions of these faults occur in
          the valley, which is obscured by recently deposited alluvial sands
          and gravels.

          2.2   Black Warrior

          Near the Black Warrior Mine shaft there is a prospective
          structural situation where the Paxman fault is intersected by a
          northwest   trending fault.

          2.3  Paxman Mine

          This site occurs near the boundary of the property in a
          structurally complex area. The Bluebell Dolomite, which hosted the
          majority of ore at the Gemini mine, crops out at the surface.

          2.4  Porphyry Flat

          Strong clay alteration is mapped near the boundary between
          sedimentary rocks to the south and volcanic rocks to the north.
          This area is also near the easterly extension of the Dead Horse
          fault.

     From a geologic perspective, we believe that the North Beck Claims may
     have potential to host large and rich silver and lead deposits in the
     subsurface. If they exist or are found, these would most likely be
     replacement ore deposits similar to those mined in the past in the
     nearby Gemini "ore run". These suspected mineral deposits would be at
     depth and most likely be "blind". There will be very little, if any,
     evidence at the surface of any hidden mineral deposits. Expensive
     underground exploration work and drilling will be required to test these
     targets.

3.0  PROPOSED EXPLORATION PLAN

This plan would focus on the location of replacement type, high grade, silver
and lead deposits at depth. The application of surface exploration methods for
deep or "blind" ore bodies should be limited owing to the negative results of
past work during the Jenny Lind project. Effective exploration techniques for
buried ore deposits will involve costly drilling and underground work. This is
a staged or "phased" exploration plan and the work done in each successive
stage is based on the results of previous work.

     3.1  $5,000    Property survey (hand-held GPS receivers)

          *    Survey property boundary   Remonument and mark strategic
               points such as patented claim corner monuments. Locate road
               intersections and other key points.
          *    Locate any abandoned mine workings and measure the depths
               that the shafts are open (as is feasible and safe).
          *    Prepare a base map at a scale of about 1"=400' on a
               topographic base. (use 24"x 36", standard size drawings and
               also prepare an electronic file).

          One month - estimated time to complete.

     3.2. $15,000   Surface Geologic Mapping

          *    Compile all applicable Bear Creek Mining Company (Jenny
               Lind) data to the base map. Focus on faults, formation
               outcrops and alterations.
          *    Conduct surface mapping at 1"=400' scale. Use hand-held GPS
               units for survey control and focus on mapping faults and
               structures.
          *    Compile data to the base map(s) and write a summary report.

          Two months - estimated time to complete (no snow cover).


     3.3. $ 7,000   Rock Sampling (Done during mapping work)

          *    Collect about 200 samples (200 x$15 = $3,000). Focus on mine
               dumps and faults.
          *    Analyze samples using 32 Element ICP (Induced Coupled
               Plasma) method at a commercial laboratory (200 x $20 =
               $4,000).

          Estimated time to complete is included in section 3.2.

     3.4. $16,000   Soil Sampling

          *    Collect soil samples from the base of B- horizon from survey
               grids located in prospective areas. All sites to be located
               using GPS. Mark sites with flagging and metal tags. (500 x
               $15 = $7,500).
          *    Analyze samples at commercial laboratory using 32 Element
               ICP method. (500 x $15 = $7,500).
          *    Prepare summary report, and map with sample site coordinates
               all in digital form $1,000.

          Two months   estimated time to complete (assays require + one
          month)

     3.5. $ 6,000   Assess Data & Select Drill Targets

          *    Review geologic and geochemical data.
          *    Review geochemical data.
          *    Select drill targets and construct sections, shown estimated
               depths to the targets.
          *    Prepare a report outlining the exploration targets risks and
               estimated costs to do the work.

          Two weeks   estimated time to complete

     3.6. $210,000  Phase I Drilling (2 most favorable or desirable
                    targets) Reverse circulation angle holes.
                    Assume 7 holes   average depth about 1,500 feet.

          *    Drilling (10,000 feet x $16 = $160,000).
          *    Drill supervision (20 days x $800 = $16,000).
          *    Assays and tests (100 x $20 = $2,000).
          *    Report, drill sections and maps ($6,000).
          *    Contingency (15% - $26,000).

          Two months   estimated time to complete (One month field, one
          month office).

     3.7. $300,000  Phase II Drilling   Based on the results
                    of Phase I.

     3.8. $unknown  Underground Exploration Work

          *    Shaft sinking.
          *    Horizontal mine workings (drifts).

          $259,000  Estimated cost of work through Phase I drilling (or
                    section 3.6.).

          Eight to twelve months   estimated time to complete the work
          through Phase I drilling work (section 3.6)

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.

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 our evaluation of those
controls and procedures performed as of the end of the period covered by this
report, our chief executive officer and the principal financial officer (or
persons performing similar functions) concluded that our disclosure controls
and procedures were effective.  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:  January 23, 2006
                                  /s/ John Michael Coombs

                                  ---------------------------------
                                  By:     John Michael Coombs
                                  Its:    Chairman of the Board
                                  Dated:  January 23, 2006


     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: January 23, 2006

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