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

                                   FORM 10-KSB


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

                      For the Year Ended December 31, 2005

                         Commission file number: 0-26217

                            GREAT CHINA MINING, INC.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)


                            CHINA NETTV HOLDINGS INC.
                            -------------------------
                           (Former Name of Registrant)

             Nevada                                     98-02031-70
             ------                                     -----------
(State or other jurisdiction of                (IRS Employee Identification No.)
 incorporation or organization)


    Suite 536, World Trade Centre, 999 Canada Place, Vancouver, B.C. V6C 3E2
    ------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 641-1366
                           (Issuer's telephone number)

        Securities Registered pursuant to section 12(g) of the Act: None

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act.  [_]

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Securities  and  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  [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.  [X]

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


State issuer's revenues for its most recent fiscal year. $0


<PAGE>

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2005:  $37,923,349.

Number of outstanding  shares of the registrant's par value $0.001 common stock,
as of December 31, 2005: 199,596,575

If the following documents are incorporated by reference,  briefly describe them
and  identify the part of the Form  10-KSB)  (e.g.,  Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).


Traditional Small Business Disclosure Format (Check one):  Yes [-}   No [X]




                                       2
<PAGE>

                             GREAT CHINA MINING INC.
                                   FORM 10-KSB


                                     INDEX

                                                                            Page
                                                                            ----
                                     Part I

Item 1.   Description of Business..............................................4

Item 2.   Description of Properties............................................8

Item 3.   Legal Proceedings....................................................9

Item 4.   Submission of Matters of a Vote of Security Holders..................9

                                     Part II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters.............................................................10

Item 6.   Management's Discussion and Analysis or Plan
          of Operation........................................................11

Item 7.   Financial Statements................................................22

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.................................22

Item 8A.  Controls and Procedures.............................................22

Item 8B.  Other Information...................................................23


                                    Part III

Item 9.   Directors, Executive Officers, Promoters, and Control
          Persons; Compliance with Section 16(a) of the Exchange Act..........23

Item 10.  Executive Compensation..............................................26

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters.....................................27

Item 12.  Certain Relationships and Related Transactions......................29

                                     Part IV

Item 13.  Exhibits and Reports on Form 8-K....................................30

Item 14.  Principal Accountant Fees and Services..............................30

Signatures....................................................................50


                                       3
<PAGE>

                                     Part I

ITEM 1. DESCRIPTION OF BUSINESS

When used in this Form 10-KSB, the words "expects,"  "anticipates,"  "estimates"
and similar  expressions  are intended to identify  forward-looking  statements.
Such  statements  are subject to risks and  uncertainties,  including  those set
forth below under "Risks and Uncertainties,"  that could cause actual results to
differ materially from those projected.  These forward-looking  statements speak
only as of the date hereof.  The Company  expressly  disclaims any obligation or
undertaking to release publicly any updates or revisions to any  forward-looking
statements contained herein to reflect any change in the Company's  expectations
with regard  thereto or any change in events,  conditions  or  circumstances  on
which any statement is based.  This discussion  should be read together with the
financial  statements  and other  financial  information  included  in this Form
10-KSB.

(a) General Description and Development of Business

HISTORY OF COMPANY

The Company was incorporated on September 15, 1998 as Vancouver's  Finest Coffee
Company  for the purpose of building a retail  premium  coffee  business to sell
premium quality coffee drinks through  Company-owned and operated retail kiosks.
In early 2000, the Company commissioned a study into the viability of the coffee
kiosk business and, at the Company's  Annual General  Meeting in March 2000, the
shareholders  approved a resolution  for the directors to pursue another line of
business other than the originally proposed coffee kiosk business.

In May 2000,  the Company  acquired  100% control of China NetTV Inc., a British
Virgin  Islands  company.  China  NetTV  had a Letter  of Intent to form a Joint
Venture in China with Sichuan QianFeng Digital Audio/Video Equipment Co. Ltd. In
June 2000,  China  NetTV  Inc.  signed a Joint  Venture  contract  with  Sichuan
QianFeng Digital Audio/Video Equipment Co. Ltd.

In September 2000, the Joint Venture  Company  Chengdu  Qianfeng NetTV Co., Ltd.
was formed after receiving  approval from Moftec  (Ministry of Foreign Trade and
Economic  Cooperation).  The  Company  funded  the Joint  Venture  with  Sichuan
QianFeng  Digital  Audio/Video  Equipment Co. Ltd.,  in the  production of trial
digital set-top boxes for Nanning TV in Guangxi Province in China until 2002. As
of August 31, 2002 the  Company had paid  $1,280,000  of the  $1,500,000  due to
complete the  purchase of the initial  interest in the joint  venture;  however,
thereafter it was unable to complete the terms of the agreement and it abandoned
the joint venture.  Accordingly,  management expensed the joint venture payments
from the company's books. The Company believes there is no further  liability in
connection  with the  agreement.  On November 28,  2003,  the Board of Directors
approved to abandon the inactive subsidiary, China NetTV Inc.


                                       4
<PAGE>


On  July  4,  2003,  the  Company  entered  into  a  share  exchange   agreement
("Agreement")  to acquire  all of the issued  and  outstanding  shares of Honglu
Investment Holdings,  Inc.  ("Honglu"),  a Chinese company that held prospecting
permits and licenses on mineral prospects in Tibet,  China. On November 5, 2004,
the Company and Honglu  shareholders  mutually agreed to terminate the Agreement
because the Tibet government had on August 10, 2004 rejected the application for
approval of the Agreement  with the Company.  All the shares issued under escrow
in relation to the Agreement,  in total of 129,700,000,  together with 9,639,000
shares  issued for the related  finders'  fees and legal fees,  were returned to
treasury for cancellation on February 14, 2005.

On February 5, 2004, the Company granted to Hunter  Dickinson,  Inc.  ("HDI") an
exclusive  option to  acquire an  aggregate  50% of the  Property  Rights to the
Xietongmen Gold-Copper Prospect in Tibet and a further option to acquire up to a
further 10% of Property Rights,  for an aggregate of 60% of such Property Rights
under certain  terms and  conditions.  On November 9, 2004,  the Company and HDI
mutually agreed to terminate the exclusive  option  agreement due to the failure
to achieve approval of the Honglu transaction from the Tibet government.

CURRENT BUSINESS

On  November  5, 2004,  the Company  and  shareholders  of Highland  Mining Inc.
("Highland")  entered into a Share Exchange Agreement whereby the Company agreed
to issue  85,000,000  shares  of its  common  stock  and an  agreement  to issue
65,000,000  shares  of its  common  stock (to be issued  after the  increase  of
authorized  common  stock of the Company to be  approved  at the Annual  General
Meeting  held on  December  30,  2005) in  exchange  for 50% of the  issued  and
outstanding  shares of Highland held by Highland  Shareholders,  pursuant to the
terms and conditions hereafter set forth:

1. If Highland  Shareholders  are unable to enter into a binding  agreement on a
share purchase and sale  transaction  (the  "Definitive  Agreement") with Hunter
Dickinson  Inc.  ("HDI")  to sell and  transfer  the other 50% of the issued and
outstanding  shares of  Highland  (the  "Remaining  Shares") to HDI on or before
March  30,  2005 (the  "Outside  Date"),  or if either or both HDI and  Highland
Shareholders decide to terminate the Definitive  Agreement pursuant to the terms
and  conditions  therein on or before the Outside  Date,  then  unless  Highland
Shareholders and the Company otherwise agree,  Highland  Shareholders shall sell
and transfer the Remaining Shares to the Company at a nominal price, pursuant to
the same terms and conditions contained hereunder as applicable to the parties.

2.  Highland  Shareholders  have  direct or  indirect  rights or options  to, or
interests in, (the rights, options and interests together are called "Additional
Rights") 25 mineral  prospects in Tibet,  China (the  "Additional  Properties"),
subject to terms and  conditions  and  regulatory  requirements  attached to the
Additional Rights. Highland Shareholders agreed to transfer and assign, or shall
cause to be transferred and assigned,  to the Company the Additional  Rights for
$1.00,  subject to terms and  conditions and  regulatory  requirements  attached
thereto, and terms and conditions herein. No rights have yet been transferred.

Upon  completion of the  Exchange,  the  following  individuals  were elected as
directors of the Company: Zhi Wang, Jie Yang, Xiaojun Ma and Jing Wang.

The Company  agreed to pay a finder's  fee in the form of an  agreement to issue
common  stock for  issuance  of  9,639,000  common  shares of the  Company  upon
completion of the share exchange and the increase of authorized  common stock of
the Company,  which was approved at the Annual General  Meeting held on December
30, 2005.



                                       5
<PAGE>

On November 9, 2004, Highland shareholders entered into an option agreement with
Continental  Minerals  Corp.  ("Continental")  (a Hunter  Dickinson,  Inc. group
company).  Continental  obtained  an option to  acquire  50% of the  issued  and
outstanding  shares of  Highland  through  payment  of  $2,000,000  to  Highland
shareholders and investment of $5,000,000 in Highland to fund the exploration of
the  Xietongmen  Copper-Gold  Property  located near Xiong  Village,  Xietongmen
County, Rikaze area, Tibet Autonomous Region,  China.  Continental may acquire a
further  10% of the issued  and  outstanding  shares of  Highland,  through  the
investment  of  $3,000,000  in Highland to fund  exploration  of the  Xietongmen
Copper-Gold Property, in the event of its doing so, the Company's  shareholdings
in Highland will be reduced to 40%. The preliminary  option agreement is subject
customary title matters, permits, and approvals.

HIGHLAND MINING INC.

Highland Mining Inc. fully and legally owns Tianyuan  Mineral  Exploration  Ltd.
("Tianyuan"),  as a wholly owned foreign enterprise  registered in Tibet, China,
incorporated  pursuant to relevant Chinese laws and regulations,  which holds an
exploration license covering Xietongmen Mine in Tibet, China.

Highland  Mining  Shareholders  have direct or indirect rights or options to, or
interests  in, 25 mineral  prospects  (including  Xietongmen)  in Tibet,  China,
subject to terms and  conditions  and  regulatory  requirements  attached to the
Rights.

MINERAL EXPLORATION AND EXTRACTION BUSINESS

The  business of mineral  deposit  exploration  and  extraction  involves a high
degree of risk. Few properties  that are explored are ultimately  developed into
production.  At present,  none of the  properties has a known body of commercial
ore.  Other risks  facing the  Company  include  competition,  reliance on third
parties and joint venture partners, environmental and insurance risks, political
and   environmental   instability,   statutory  and   regulatory   requirements,
fluctuations  in mineral prices and foreign  currency,  share price  volatility,
title risks, and uncertainty of additional financing.

The Company has sought to identify  what it believes to be the most  significant
risks to its business,  but cannot predict whether or to what extent any of such
risks may be  realized  nor can there be any  assurances  that the  Company  has
identified  all possible  risks that might  arise.  Investors  should  carefully
consider all of such risk factors  before  making an  investment  decision  with
respect to the Company's stock.

CURRENT SITUATION

The mandate of the Company is to identify, acquire and develop mineral resources
in the  Peoples  Republic of China  ("China").  In  November  2004,  the Company
identified and acquired 25 mineral properties in Tibet, China. Subsequently, the
Company acquired the  rights/options/earnings  to an additional 22 properties to
bring the total portfolio to 47 properties.

The major  property known as Xietongmen  represents a copper-gold  porphyry-like
deposit.  The other 46  properties  are at early  stages of  exploration  and/or
development.  Some of the properties contain occurrences of copper,  gold, lead,
zinc and industrial  minerals.  Several of the properties exhibit porphyry style
mineralization.

                                       6
<PAGE>

The Xietongmen Property

The  Xietongmen  property is located  approximately  240 km  southwest of Lhasa,
Tibet,  China.  Xietongmen is located within an east-west trending complex known
as the Gangdise  metallogenic belt of the Gandis  continental  marginal volcanic
arc in which several copper  porphyry-style  deposits have been identified.  The
Xietongmen  property  hosts  porphyry-like  disseminated  and  quartz-stock-work
copper and gold mineralization  within a four-kilometer long alteration zone. In
addition,  the  Company  retains  rights  and  permits  on  151.5  sq km of land
surrounding and contiguous to the Xietongmen property.

Infrastructure

Infrastructure  in  the  area  includes  a  paved  highway  and a  hydroelectric
transmission  line that passes within two kilometers of the southern boundary of
the  property.   A  paved  highway  provides  access  to  the  city  of  Rikaze,
approximately 53 km to the east, where fuel, food, lodging and office facilities
are available.  Heavy  equipment,  equipment  operators and vehicles are readily
obtainable  in Lhasa.  Water is  available in the nearby  Brahmaputra  River and
existing wells in the district.

Systematic Diamond Drilling Program and Initial Resource Estimate

The Company has focused its attention on the  Xietongmen  property.  The Company
completed  two drill  holes and 200 meters of adit on the  property in late 2003
and early 2004 reporting impressive copper and gold assay values. As a result of
these  values,  the  Company  sought an  experienced  mining  entity to  provide
technical  and  operational  expertise to continue  further  development  of the
property. An Earn-In Agreement was reached with Continental Minerals Corporation
whereby  Continental  can earn a minimum 50% interest in the project by spending
US$7.0  million on or before  November 9, 2006 and 60% by spending an additional
US$3.0  million by November 9, 2007.  On February 6, 2006,  Continental  claimed
that they have already spent US$7.0  million and earned 50% interest in Highland
Mining  Inc.  The shares of Highland in escrow was  released to  Continental  on
February 22, 2006 and the completion of the transaction is subject to the review
of the accounting information to be provided by Continental.

The northwest-southeast  trending Xietongmen deposit was tested by 21,000 metres
of drilling in 2005 over an area of approximately 900 metres by 400 metres.  The
50-metre  drill spacing  demonstrated  strong  continuity to the copper and gold
mineralization,   both   laterally   and   vertically.   The  average  depth  of
mineralization  in the 62 holes is in the order of 200 meters  with the  deepest
continuous mineralization approaching 321 meters or 1,053 feet.

The  initial  estimate  of the mineral  resources  at a 0.5%  copper  equivalent
cut-off, includes:

Measured  resources of 106 million tonnes grading 0.49% copper and 0.73 g/t gold
(0.91%  copper-equivalent),  containing  2.49  million  ounces  of gold and 1.15
billion pounds of copper;  plus Inferred  resources of 29 million tonnes grading
0.43%  copper and 0.59 g/t gold (0.78%  copper-equivalent),  containing  550,000
ounces of gold and 273 million pounds of copper.

The deposit  remains  open to the north,  south and east,  so there is excellent
potential  for  expansion.  Drilling  is ramping up with five (out of a total of
ten) rigs already on site; 22,000 metres are planned to expand the deposit.

Surface  exploration in 2005 outlined  several  anomalous areas elsewhere on the
property that need to be drill  tested.  A ground  magnetic  survey is currently
underway to better define areas of  mineralization.  Drilling is planned to test
geophysical and copper-gold anomalies.


                                       7
<PAGE>

Extensive engineering studies have been initiated,  and 8,000 metres of drilling
will be directed  toward  collecting  data to support these studies.  Some holes
will  be  drilled  to  provide  additional  samples  to  complete  metallurgical
test-work,  and others will be directed toward assessing the  geo-technical  and
hydrological characteristics of the deposit and site for mine and infrastructure
planning.

The Company  commenced the 2006 work program in  mid-February  with two rigs and
increased  the drill  program to five rigs by the end of February  (Please visit
www.greatchinamining.com for detail press release).

Surrounding Properties

In early 2005, Great China Mining Inc. acquired the  rights/exploration  permits
to four  properties  (151.5 sq. km) surrounding  the Xietongmen  discovery.  The
properties are known as Zemoduola,  Dongappu, Banongla and Tangbai (Please refer
to Map on Page 1). The boundaries of Zemoduola, Dongappu and Banongla lie within
10 km of the discovery property boundary.  The Dongappu and Banongla  properties
are contiguous to the Xietongmen  property.  Acquisition of these properties was
important  because  the  trend  of  current  mineralization  at  the  Xietongmen
discovery  may extend  towards  and into the  adjoining  Dongappu  and  Banongla
properties.  The Tangbai property lies  approximately 13.5 km to the west of the
discovery zone.

Work Program

The second  exploration  priority list after  Xietongmen are the four properties
surrounding the Xietongmen  property  described above. In June 2005, Great China
Mining Inc. commenced a field program on the above four properties that included
geological mapping, geophysical and geochemical surveys, trenching, sampling and
a limited  diamond  drill  program.  The final cost of the  program  amounted to
US$1.678  million and was completed by year-end  2005.  The Company is currently
assessing the data base associated with completion of this work program and will
report the findings in the second quarter of 2006. A decision  concerning a work
program for 2006 will be determined during the first half of 2006.

Other Properties

During 2005, Great China Mining Inc. acquired the  Right/Options/Earnings  to 18
additional mineral properties,  all located in Tibet, China,  bringing the total
holdings  to  47  properties.   The  Company  has   rights/permits/leases/option
agreements  representing  between 60% to 100%  interest in the  properties.  The
Company  has  prioritized  all of its  holdings  with the  intention  of forming
similar earn-in agreements as Xietongmen or to dispose of properties  considered
economically   unsuitable.   The   properties   are   at   various   stages   of
exploration/development  and have been  categorized  on a  priority  basis  that
represents  copper-gold and  copper-molybdenum  porphyry targets.  Funds will be
expended on consulting/exploration work according to this priority list.

EMPLOYEES

As of December 31, 2005, the Company had one employee(s).  The Company continues
to rely on the expertise of the officers and directors to carry out its business
strategy.  The Company  anticipates  the need for increased  administrative  and
other staff as the business of the Company grows.

ITEM 2. DESCRIPTION OF PROPERTIES

The Company currently  maintains an office at Suite 536 World Trade Centre,  999
Canada Place, Vancouver, B.C., Canada as its corporate headquarters.

As of December 31, 2005, the Registrant had the following tangible assets.
(The amount is quoted in U.S. Dollars):

(a) Real Estate. None

(b) Computer and Office Equipment $13,622

(c) Mining Leases. None


                                       8
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

The  Company  is not  and  does  not  anticipate  being  a  party  to any  legal
proceedings in the foreseeable future.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the annual  meeting on December  30,  2005,  the  shareholders  approved  the
issuance  of  shares  to the  following  individuals  pursuant  to the  Highland
Acquisition Agreement and pursuant to Regulation S.

Du Yan Guang                            3,760,000 shares
Fu You Zhen                             3,290,000 shares
Gao Fengyi                              5,640,000 shares
Han Qing Lin                            2,490,000 shares
Ibrahim Abdullah                        4,700,000 shares
Ma Xiao Jun (nominee)                   3,525,000 shares
Noorappa Abdulrahim Kamaludeen          4,700,000 shares
Wang Donghong                             470,000 shares
Wang Jing (nominee)                     3,760,000 shares
Wang Lan Mei                            3,760,000 shares
Wang Qiang                              3,290,000 shares
Wang Yu Lan                             3,525,000 shares
Yang Yan                                5,640,000 shares
Yi Ting Bin                               235,000 shares
Zhang Zhen Kai                            235,000 shares
Zhu Guang Min                           4,230,000 shares
Jie Yang (Director)                     2,350,000 shares
Zhi Wang (Director)                     9,400,000 shares
                                       -----------------
Total                                  65,000,000 shares

Ronald Xie (Finder's Fees)              9,639,000 shares
                                       -----------------
Total                                  74,639,000 shares
                                       =================

At the Annual  General  meeting held on December 30, 2005,  the following  items
were approved:

(1) Anthony Garson,  Zhi Wang, Jie Yang,  Xiaojun Ma, and Jing Wang were elected
as directors to hold office until the next annual meeting of shareholders.

(2) The  shareholders  approved an Amendment of the Articles of Incorporation to
increase the authorized capital from 200,000,000 to 500,000,000 common shares.

(3) The  shareholders  voted to change the name of the  Company  to Great  China
Mining,  Inc. or as close thereto as is available and to authorize the Amendment
of the Articles of Incorporation to recite the new name.

(4) The  shareholders  voted in  favor of the  appointment  of  Clancy  and Co.,
P.L.L.C., Public Accountants, as the auditor for the company for the year ending
December 31, 2005.


                                       9
<PAGE>

                                     Part II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) The Company's  common stock is traded on the NASD Electronic  Bulletin Board
under the symbol "CTVH.OB" until January 18, 2006 and effective January 20, 2006
is being traded under the symbol  "GCHA.OB".  Prices reported  represent  prices
between  dealers,  do not include  markups,  markdowns or commissions and do not
necessarily  represent actual transactions.  The market for the Company's shares
has been sporadic and at times very limited.

The  following  table sets forth high and low bid  quotations  of the  Company's
common stock for the years ended December 31, 2005 and 2004 as follows:

                                       Bid

                                         2005

                                         High              Low
                                         ----              ---
First Quarter                            0.205              0.130
Second Quarter                           0.208              0.120
Third Quarter                            0.260              0.120
Fourth Quarter                           0.260              0.150



                                         2004

                                         High              Low
                                         ----              ---
First Quarter                            0.550              0.230
Second Quarter                           0.310              0.051
Third Quarter                            0.110              0.040
Fourth Quarter                           0.190              0.065


Such Bulletin Board quotations reflect interdealer prices, without mark up, mark
down or commission and may not necessarily represent actual transactions.

(b) As of December 31, 2005, the Company had  approximately  420 shareholders of
record of the common stock.

(c) No dividends on outstanding  common stock have been paid within the last two
fiscal years,  and interim  periods.  The Company does not  anticipate or intend
upon paying dividends for the foreseeable future.


                                       10
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  information  presented here should be read in conjunction  with Great China
Mining Inc.'s financial  statements and other information  included in this Form
10-KSB.  When used in this Form  10-KSB,  the  words  "expects,"  "anticipates,"
"estimates"  and similar  expressions  are intended to identify  forward-looking
statements.  Such statements are subject to risks and  uncertainties,  including
those set forth below under "Risks and  Uncertainties,"  that could cause actual
results  to  differ  materially  from  those  projected.  These  forward-looking
statements speak only as of the date hereof. The Company expressly disclaims any
obligation or  undertaking  to release  publicly any updates or revisions to any
forward-looking  statements  contained  herein  to  reflect  any  change  in the
Company's  expectations with regard thereto or any change in events,  conditions
or circumstances on which any statement is based.

Critical Accounting Policies and Estimates

Our  discussion  and analysis or plan of  operation is based upon our  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States.  The  preparation  of these  financial
statements  requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent  assets  and  liabilities.   We  base  our  estimates  on  historical
experience and on various other  assumptions  that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

An  accounting  policy is deemed to be critical  if it  requires  an  accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made,  and if different  estimates  that  reasonably
could have been used or changes in the  accounting  estimate that are reasonably
likely to occur could materially change the financial statements. We believe the
following critical  accounting  policies reflect our more significant  estimates
and assumptions used in the preparation of our financial statements:

Contingencies  - We may be subject to certain  asserted  and  unasserted  claims
encountered  in the  normal  course  of  business.  It is our  belief  that  the
resolution  of these  matters  will not have a  material  adverse  effect on our
financial  position  or  results  of  operations,  however,  we  cannot  provide
assurance that damages that result in a material adverse effect on our financial
position  or results of  operations  will not be  imposed in these  matters.  We
account for contingent  liabilities when it is probable that future expenditures
will be made and such expenditures can be reasonably estimated.


                                       11
<PAGE>

Income Taxes - We record a valuation allowance to reduce our deferred tax assets
to the amount that is more likely than not to be  realized.  We have  considered
future market growth,  forecasted  earnings,  future taxable income, and prudent
and feasible tax planning  strategies  in  determining  the need for a valuation
allowance.  We currently  have recorded a full valuation  allowance  against net
deferred tax assets as we currently  believe it is more likely than not that the
deferred tax assets will not be realized.

Plan of Operations

The Company had no revenues from  operations  since inception of the exploration
stage (July 1, 2003).  The operations of the Company have been financed  through
private placements and loans from shareholders.

The Company intends to explore for copper, gold and other base metal deposits in
Tibet and other areas of China in view of China's recent  economic growth demand
on the need for domestic production of metals.

Currently,  the  production  of  copper  in China  falls  short of its  domestic
requirements.  The  development  of partially  developed base and precious metal
deposit in South Western China is seen as an opportunity to aid China in meeting
its domestic requirements.

The majority of the Company's expenses for the year ended December 31, 2005 have
consisted of the following significant items:  exploration expenses,  consulting
fees, legal and professional fees, and rental expenses.  Such fees were incurred
in connection with efforts to carry out the exploration program on a prioritized
basis and corporate  maintenance,  which  included fees incurred to maintain and
file our  periodic  reports  as  required  by the rules and  regulations  of the
Securities and Exchange Commission.

Additionally,  during the period ended December 31, 2005,  the Company  recorded
the fair value of potential shares to be issued under  contractual  arrangements
that are in excess of the authorized  share capital as a liability in accordance
with  paragraph 19 of Emerging  Issues Task Force  ("EITF") Issue 00-19 with the
change in fair value  reported  in  earnings.  The net effect was an increase in
current  liabilities and net loss for the period ended December 31, 2005 and the
period from  inception to December 31, 2005 totaling  $6,466,494.  Although this
was a non-cash entry  affecting the results of operations  for those  respective
periods ended,  the amount  represented the amount the Company would have to pay
to  repurchase  shares in the open market to satisfy the  exercise by holders of
the warrants and options under  contractual  arrangements.  If any or all of the
holders had chosen to exercise their warrants or options,  the Company would not
have had the  financial  resources to meet its  obligations.  The  situation was
ratified after the  authorization of increase in authorized share capital at the
Company's  Annual General  Meeting held on December 30, 2005. The  corresponding
amount of liabilities of $6,466,494  was then  transferred to the  stockholders'
equity section as required by this EITF.

To date, we have not been profitable in any of our endeavors and we face all the
risks  common to  companies  in their  early  stages of  development,  including
under-capitalization   and   uncertainty  of  funding   sources,   high  initial
expenditure  levels and uncertain  revenue streams,  an unproven business model,
and  difficulties in managing  growth.  Our recurring  losses raise  substantial
doubt about our ability to continue as a going concern. Our financial statements
do not  reflect  any  adjustments  that might  result  from the  outcome of this
uncertainty.  We believe we will  continue to incur losses for at least the next
12 months and will  require  additional  cash to  satisfy  our  operations.  The
Company's future funding  requirements will depend on numerous factors,  many of
which are beyond our control.

Due to the  "start  up"  nature of the  Company's  business,  we expect to incur
losses as we expand.  We expect to raise  additional  funds  through  private or
public equity  investment in order to expand the range and scope of our business
operations.  We will seek  access to  private  or public  equity but there is no
assurance  that such  additional  funds  will be  available  for the  Company to
finance its operations on acceptable terms, if at all. We cannot assure you that
we will be able to raise funds through a sale or equity transaction,  or if such
funding is available,  that it will be on favorable  terms.  Our common stock is
currently traded on the over-the-counter market on an electronic bulletin board.


                                       12
<PAGE>

Concentration of Credit Risk

The Company's operations are currently in Tibet and other areas of China. If the
Company was unable to derive any revenues from its current business  operations,
it would have a significant,  financially disruptive effect on the operations of
the Company.  Based on the current  economic  environment in China,  the Company
does not expect any material adverse impact to its business, financial condition
and results of operations.

Priority of Mineral Properties

In March and April 2005,  the Company  signed Lease and Option  Agreements  with
three  private  companies  in China to acquire  60% to 80% equity  interest in 9
mineral  properties in Tibet,  China  through  spending a minimum of $200,000 to
$400,000 on each of these properties each year for a two-year period.

The prospects under review  represent a broad array of  precious/base  metal and
industrial mineral targets and are at various stages of exploration. The Company
intends  to  analyze  which  properties  to retain in order to  minimize  upkeep
expenditures. A first priority has been to select copper-gold/molybdenum targets
that suggest porphyry style mineralization.

The  Company  has  prioritized  these  properties  with a  view  to  seeking  an
experienced  and capable  mining company as a joint venture  partner.  The joint
venture would be formed with the intention of exploring, developing and bringing
into production the selected prospects.

The Company has committed to spend  approximately  $1.3 million in total on four
of these mineral properties,  Zemuduola, Banongla, Tangbai and Donggapu, in year
2005. In view of the encouraging  results on the current  exploration  programs,
the Company has increased its commitment to spend approximately $1.75 million in
total on these four properties in year 2005.

The priority of the mineral properties on hand is summarized as follows:

<TABLE>
<CAPTION>

                                           Percentage                                       Total
                                           ownership                                        amount            Amount required
                                              upon              Minimum spending         spent up to           to reimburse
                 Mineral     Mineral      exercise of            on exploration          December 31,       the government upon
   Priority      Property     types        agreements          required per annum            2005          commercial production
                                                               ------------------                          ---------------------
                                                               RMB            US$                            RMB            US$
<S>            <C>          <C>              <C>               <C>            <C>             <C>                  <C>           <C>
  Very high    Banongla     Cu, Au           80% - 100%(1)     $ 695,800      $ 86,237        $ 125,758            $ -           $ -
               Donggapu     Cu, Au                    60%        218,900        27,130          632,115              -             -
               Tangbai      Cu, Au           80% - 100%(1)       419,000        51,931          297,208              -             -
               Zemuduola    Cu, Au                    60%        179,600        22,260          623,123              -             -
</TABLE>

(1) - The Company  has an option to increase  its holding to 100% of the mineral
properties on fulfillment of conditions of the agreements.

Cu - Copper, Au - Gold

                                       13
<PAGE>

<TABLE>
<CAPTION>

                                                  Percentage                                    Total
                                                  ownership                                     amount         Amount required
                                                     upon             Minimum spending       spent up to          to reimburse
                 Mineral         Mineral         exercise of           on exploration        December 31,      the government upon
Priority         Property         types           agreements         required per annum          2005         commercial production
                                                                     ------------------                       ---------------------
                                                                      RMB          US$                        RMB            US$

<S>         <C>                <C>                  <C>               <C>           <C>           <C>      <C>             <C>
  High      Duoxiasongduo      Cu, Mo                        65%      $ 29,400      $ 3,644       $ -      $ 3,840,000     $ 475,930
            Malasongduo        Cu, Mo                        65%        33,100        4,102         -        6,100,000       756,034
            Mangzong           Cu, Mo                        65%        44,100        5,466         -       14,515,200     1,799,014
            Bande              Cu, Mo               80% - 100%(1)      942,000      116,751         -                -             -
            Wada               Cu, Mo               80% - 100%(1)      294,100       36,451         -                -             -

 Medium     Dingqinnong        Cu, Ag, Zn, Pb                65%      $ 43,700      $ 5,416       $ -      $ 6,678,000     $ 827,671
            Gegongnong         Cu, Au                        65%       373,900       46,341         -       19,124,300     2,370,266
            Jiama              Cu, Pb, Zn, Au                65%        13,972        1,732         -       30,000,000     3,718,200
            Jiama (S)          Cu, Pb, Zn, Au       80% - 100%(1)      303,900       37,665         -                -             -
            Niangguchu         Au, Ag                        65%        11,200        1,388         -        5,042,400       624,955
            Zhanaga            Cu, Mo                        65%        33,000        4,090         -        5,509,600       682,860
</TABLE>

(1) - The Company  has an option to increase  its holding to 100% of the mineral
properties on fulfillment of conditions of the agreements.

Cu - Copper, Au - Gold, Mo - Molybdenum, Ag - Silver, Zn - Zinc, Pb - Lead

<TABLE>
<CAPTION>

                                               Percentage                                      Total
                                                ownership                                      amount        Amount required
                                                  upon             Minimum spending         spent up to      to reimburse
                    Mineral        Mineral     exercise of          on exploration          December 31,    the government upon
  Priority         Property         types      agreements         required per annum            2005        commercial production
                                                                  ------------------                        ---------------------
                                                                  RMB            US$                         RMB           US$
<S>           <C>                 <C>                    <C>      <C>            <C>              <C>        <C>            <C>
     Low      Chaerkang           Cu, Au                 65%      $ 537,900      $ 66,667         $ -           $ -           $ -
              Chawudaerga         Cu, Fe                 65%        458,500        56,826           -             -             -
              Chenxiong           Cu, Au                 65%        460,300        57,050           -             -             -
              Gaerqiong           Cu, Au                 60%         79,600         9,866           -        49,500         6,135
              Jiangeluopu         Cu, Fe                 65%        413,100        51,200           -             -             -
              Kexiangma           Cu, Au                 65%        458,900        56,876           -             -             -
              Lajie               Cu, Fe                 65%        961,900       119,218           -             -             -
              Numamaerge          Cu, Fe                 65%        439,800        54,509           -             -             -
              Xianqian            Cu, Fe                 65%        459,900        57,000           -             -             -
              Xibu                Cu, Fe                 65%        481,600        59,690           -             -             -
              Yeluansang          Cu, Au                 65%        462,300        57,297           -             -             -
              Zhaduogaerbo        Cu, Au                 60%        347,500        43,069           -             -             -
              Zhuola Suotong      Cu, Au                 65%        479,300        59,404           -             -             -
              Zongdu              Cu, Fe                 65%        470,700        58,339           -             -             -
</TABLE>

Cu - Copper, Au - Gold, Fe - Iron


                                       14
<PAGE>

<TABLE>
<CAPTION>

                                                   Percentage                                  Total
                                                    ownership                                  amount        Amount required
                                                      upon       Minimum spending           spent up to       to reimburse
               Mineral           Mineral           exercise of    on exploration            December 31,    the government upon
  Priority     Property           types            agreements    required per annum             2005        commercial production
                                                                 ------------------                         ---------------------
                                                                  RMB            US$                         RMB            US$

<S>           <C>                <C>                    <C>      <C>             <C>              <C>      <C>            <C>
Very low      Binda              Pb, Sb, Ag              65%       $ 51,500      $ 6,383          $ -       $ 338,800      $ 41,991
              Ganzhongxiong      Pb, Zn                  65%         64,500        7,994            -         156,200        19,359
              Gexiong            Ni, Ta                 100%         37,000        4,586            -               -             -
              Jiaduoling         Fe                      65%        171,600       21,268            -         312,200        38,694
              Jiduipu            Marble                  65%        103,000       12,766            -               -             -
              Kada               Quartz sandstone        65%         37,200        4,611            -               -             -
              Lazi               Cr, Fe                  65%        359,200       44,519            -               -             -
              Lamayejia          Cr, Fe                  65%        598,100       74,129            -               -             -
              Longrenla          Fe                      65%        466,600       57,830            -               -             -
              Meiduo             Sb                      65%         13,197        1,636            -      11,610,800     1,439,043
              Nanyuela           Pb, Zn                  65%        132,200       16,385            -         197,400        24,466
              Nianggui           Corundum                65%         41,200        5,106            -       1,367,800       169,525
              Panong             Ni, Ta                 100%         22,400        2,776            -               -             -
              Qinong             Ni, Ta                 100%      1,181,000      146,373            -               -             -
              Youzha             Salt                    65%        129,200       16,013            -       5,570,000       690,346
              Yuqu               Ir, Os                  65%         55,100        6,829            -         100,200        12,419
              Zonglongge         Ni, Ta                  65%         64,000        7,932            -         100,000        12,394
</TABLE>

Cu - Copper, Au - Gold, Mo - Molybdenum, Ag - Silver, Zn - Zinc, Pb - Lead, Sb -
Antimony, Ni - Nickel, Ta - Tantalum, Fe - Iron, Cr - Chromium, Ir - Iridium, Os
- Osmium

Please  refer to our  web-site  www.greatchinamining.com  for  updates  on these
properties.


Updates on Mineral Properties

1) Xietongmen Copper-Gold Property

A grid drilling program,  designed to  systematically  delineate the copper-gold
mineralization  on the property is currently  underway and is focused in an area
measuring  approximately  400 meters by 900  meters.  Six drill rigs are on site
with the goal to systematically  delineate the deposit that is open to expansion
in all lateral  directions.  The drill holes are located at 50 meters spacing to
infill  between  and step out from the  high-grade  drill  holes  and  cross cut
reported  in  2003-2005.  The drill  holes are  placed  to  confirm  continuity,
structural controls and orientation of the mineralized body.

<TABLE>
<CAPTION>

Statistics for Drilling program on Xietongmen Commenced in April 2005

                                                  Up to Sept. 30, 2005     This quarter      Year-end 2005
<S>                                               <C>                     <C>                <C>
1. Drilled (meters)                                     8,990.00            12,342.00          21,332.00
2. Area covered (meters)                                250 x300             400 x900           400 x900
3. Assay results reported (hole)                     22 drill holes       21 drill holes     43 drill holes
   3.1 Average mineralized length (meters)               230.82               210.00             210.00
   3.2 Copper equivalent grade* (%)weighted               1.08                 1.05               1.05
   3.3 Longest mineralized length (meters)                321                  321                321
3.4 Shortest mineralized length (meters)                  55.5                 55.5               55.5

* The copper and gold equivalent calculation used metal prices of US$1.00 per lb
for copper and US$400.00 per oz for gold.

</TABLE>

2) 4 Properties Surrounding Xietongmen

In conjunction with Chinese advisors and an independent consultant,  the Company
instigated  a  work  program  on  Zemuduola,   Donggapu,  Tangbai  and  Banongla
properties  surrounding  Xietongmen  in 2005 to be completed  by year-end  2005.
(Press Release June 29, 2005)

BANONGLA


      Allocated field work                            Completed as of December
                                                              31, 2005

1: 25,000 geological mapping covering 69.6 sq. km            69.6 sq. km
1:50,000 geochemical stream survey: 69.6 sq. km              69.6 sq. km
Trenching program- 200 cu. meters                            200 cu. meters


                                       15
<PAGE>

DONGGAPU

The  above-mentioned  18 km access  road  extends 7 km into Zone IV on  Donggapu
property.  An additional  eight kilometers of road accessing Zone IV to Zone III
has been completed.

<TABLE>
<CAPTION>

               Allocated field work                                     Completed as of December 31, 2005

<S>                                                                                <C>
1: 5,000 geological mapping covering 12 sq. km (Revised 10 sq. km)                 10 sq. km
1:10,000 geochemical soil survey: 10 sq. km                                        10 sq. km
Geophysical IP survey covering 7 km (Revised 21.9 km)                              21.9 km
Trenching program- 2,000 cu. meters (Revised 5,442 cu. meters)                     5,442 cu. meters
Drilling program- 900 meters (Revised 642 meters)                                  642 meters
</TABLE>


ZEMUDUOLA

A decision was made to complete an eighteen km access road through the Zemuduola
property  in order to readily  access the above zones and  additional  anomalous
targets located on both the Zemuduola and the adjacent  Donggapu  property.  The
road allowed  mobilization of trenching and bulldozer  equipment and a drill rig
as a prelude to a planned diamond-drilling program.

<TABLE>
<CAPTION>

                     Allocated field work                               Completed as of December 31, 2005

<S>                                                                            <C>
1: 2,000 geological mapping covering 9 sq. km (Revised 4.5 sq. km)             4.5 sq. km
Geophysical IP survey covering 9 km (Revised 10.80 km)                         10.80 km
Trenching program- 3,000 cu. meters (Revised 4,472 cu. meters)                 4,472 cu. meters
Drilling program- 1,500 meters (Revised 254 meters)                            254 meters

TANGBAI

                   Allocated field work                            Completed as of December 31, 2005

1: 25,000 geological mapping survey covering 37.9 sq. km                       37.9 sq. km
1:50,000 geochemical stream survey: 37.9 sq. km                                37.9 sq. km
Geophysical IP survey covering 12 km (Revised 10.18 km)                        10.18 km
Trenching program- 2,000 cu. meters (Revised 1,509 cu. meters)                 1,509 cu. meters
Drilling program- 393 meters                                                   393 meters
</TABLE>

Up to year-end 2005, all the fieldwork has been completed on all the properties.
Assay results for the ZK801 and ZK802 drill core from the Zemuduola property are
pending.  Assay  results  from the ZK801 and ZK1101 drill core from the Donggapu
property are also pending. In addition,  trench samples taken from both Donggapu
and Zemuduola are pending.

Change of Management

Maurice Tsakock  resigned as the Company's  Secretary/Treasurer  on December 29,
2005, and Amin Amlani was appointed as Secretary/Treasurer.

Results of Operations

The Company  carried  out  exploration  activities  during the fiscal year ended
December 31,  2005.  The Company  generated no revenue and incurred  significant
losses  consisting   exploration   expenses  of  $1,678,204,   and  general  and
administrative  expenses  of  $575,343.  The  Company  had  an  equity  loss  on
investment in Highland Mining Inc. of $800,000,  and a non-cash  expense charged
for the fair value of potential shares to be issued as a result of certain stock
options and warrants  outstanding in excess of authorized share capital totaling
$6,466,494.  The  operating  loss in 2005  was  ($2,253,547)  and net  loss  was
($9,494,397) or ($.05) per share.



                                       16
<PAGE>

This  compares  to the fiscal  year ended  December  31,  2004 when the  Company
generated no revenue and incurred  significant  losses consisting of general and
administrative  expenses of $1,055,134 and a non-cash  charge for the fair value
of 9,639,000 shares of common stock  representing a finder's fee valued at $0.08
per share issued to a  non-employee  totaling  $771,120.  The operating loss was
($1,826,254), and the net loss was ($1,844,826) or ($.03) per share in 2004.

The Company  expects the trend of losses to continue at an increasing rate until
we can achieve  commercial  production on some of the mineral properties or sell
some of mineral properties, of which there can be no assurance.

Liquidity and Working Capital

As of  December  31,  2005,  the  Company  had a  working  capital  of  $222,544
consisting of total current assets of $447,162 and total current  liabilities of
$224,618.  For the year ended December 31, 2005, the Company received $1,680,000
in cash  proceeds  from the issuance of common  stock.  The Company has no other
capital  resources  other than the  ability  to use its common  stock to achieve
additional capital or exercise of the warrants by the holders.

The Company  completed a non-brokered  private  placement of 48,000,000 units at
$0.05 per unit for total proceeds of $2,400,000.  Half of the subscriptions were
received on December  31, 2004 and the  remaining  $1,200,000  were  received in
2005.  Each unit  consists of one common  share and one  non-transferable  share
purchase  warrant  entitling  the holder to  purchase  one common  share for two
years,  at $0.08 per share in the first  year or $0.25 in the second  year.  The
proceeds from this private placement were used for working capital and acquiring
mining  properties  during  2005. A 7% finder's fee was paid in shares of common
stock of the Company.

Recent Accounting Pronouncements

The  Financial  Accounting  Standards  Board  ("FASB") has issued the  following
Pronouncements  during 2005,  none of which are  expected to have a  significant
affect on the financial statements:

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections".  SFAS No. 154 replaces APB Opinion No. 20 "Accounting Changes" and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements". SFAS
No.  154  requires   retrospective   application  to  prior  periods'  financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change.  The adoption of SFAS No. 154 will not have any impact on the  Company's
consolidated financial statements.



                                       17
<PAGE>

RISK FACTORS

We have sought to identify what we believe to be the most  significant  risks to
our business. However, we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have  identified all possible
risks that might arise.  Investors  should  carefully  consider all of such risk
factors  before making an investment  decision with respect to our Common Stock.
We provide the  following  cautionary  discussion  of risks,  uncertainties  and
possible inaccurate assumptions relevant to our business. These are factors that
we think  could  cause our actual  results to differ  materially  from  expected
results. Other factors besides those listed here could adversely affect us.

PENNY STOCK RISK

The Company's stock differs from many stocks, in that it is a "penny stock." The
Securities  and  Exchange  Commission  has adopted a number of rules to regulate
"penny  stocks."  These rules  include,  but are not limited to,  Rules  3a5l-l,
15g-1,  15g-2,  15g-3,  15g-4,  15g-5,  15g-6 and 15g-7 under the Securities and
Exchange Act of 1934, as amended.

Because our securities constitute "penny stock" within the meaning of the rules,
the rules would apply to us and our securities. The rules may further affect the
ability of owners of our stock to sell their  securities  in any market that may
develop for them.  There may be a limited  market for penny  stocks,  due to the
regulatory  burdens on  broker-dealers.  The  market  among  dealers  may not be
active.  Investors  in penny  stock  often are  unable to sell stock back to the
dealer  that sold them the stock.  The  mark-ups or  commissions  charged by the
broker-dealers  may be greater  than any  profit a seller  may make.  Because of
large dealer spreads, investors may be unable to sell the stock immediately back
to the dealer at the same price the dealer  sold the stock to the  investor.  In
some cases, the stock may fall quickly in value. Investors may be unable to reap
any profit from any sale of the stock, if they can sell it at all.

Stockholders  should be aware that,  according  to the  Securities  and Exchange
Commission  Release No. 34- 29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

o    Control of the market for the security by one or a few broker-dealers  that
     are often related to the promoter or issuer;

o    Manipulation of prices through prearranged  matching of purchases and sales
     and false and misleading press releases;

o    Boiler  room"   practices   involving   high  pressure  sales  tactics  and
     unrealistic price projections by

         (i)  Excessive  and undisclosed bid-ask  differentials  and  markups by
         selling broker-dealers; and inexperienced sales persons;

         (ii) The  wholesale  dumping of the same  securities  by promoters  and
         broker-dealers  after prices have been  manipulated to a desired level,
         along with the  inevitable  collapse of those  prices  with  consequent
         investor losses.

Furthermore,  the "penny stock" designation may adversely affect the development
of any public  market  for the  Company's  shares of common  stock or, if such a
market develops,  its  continuation.  Broker-dealers  are required to personally
determine whether an investment in "penny stock" is suitable for customers.

                                       18
<PAGE>

Penny  stocks  are  securities  (i) with a price of less than five  dollars  per
share; (ii) that are not traded on a "recognized" national exchange; (iii) whose
prices are not quoted on the NASDAQ automated  quotation  system  (NASDAQ-listed
stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net
tangible  assets  less than  $2,000,000  (if the issuer  has been in  continuous
operation  for at least three years) or $5,000,000  (if in continuous  operation
for less  than  three  years),  or with  average  annual  revenues  of less than
$6,000,000 for the last three years.

Section  15(g) of the  Exchange  Act, and Rule 15g-2 of the  Commission  require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing any shares that are deemed to be "penny stock."

Rule 15g-9 of the Commission requires  broker-dealers in penny stocks to approve
the account of any investor for  transactions  in such stocks before selling any
penny stock to that investor.  This procedure  requires the broker-dealer to (i)
obtain from the investor information  concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that  information,  that  transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written  statement  setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a sign-
ed and  dated  copy of such  statement  from the  investor,  confirming  that it
accurately reflects the investor's  financial situation,  investment  experience
and investment  objectives.  Compliance with these requirements may make it more
difficult for the Company's stockholders to resell their shares to third parties
or to otherwise dispose of them.

Limited Operating History; Anticipated Losses; Uncertainty of Future Results

Great  China  Mining Inc.  has only a limited  operating  history  upon which an
evaluation  of the  Company  and  its  prospects  can be  based.  The  Company's
prospects must be evaluated with a view to the risks encountered by a company in
an early stage of development and with which the Company intends to operate, and
the acceptance of the Company's business model. To the extent that such expenses
are not subsequently followed by commensurate  revenues, the Company's business,
results of operations  and  financial  condition  will be  materially  adversely
affected.  If cash  generated  by  operations  is  insufficient  to satisfy  the
Company's liquidity requirements, the Company may be required to sell additional
equity or debt  securities.  The sale of additional  equity or convertible  debt
securities would result in additional dilution to the Company's stockholders.

Limited Public Market, Possible Volatility of Share Price

The Company's  common stock is currently  quoted on the NASD OTC Bulletin  Board
under the ticker symbol CTVH.OB and effective  January 20, 2006 trades under the
symbol  "GCHA.OB".  As of December 31, 2005,  there were  199,596,575  shares of
common stock  outstanding.  There can be no assurance that a trading market will
be sustained in the future.

                                       19
<PAGE>

Potential Fluctuations in Quarterly Results

Significant  variations in our quarterly  operating results may adversely affect
the market price of our common  stock.  Our  operating  results have varied on a
quarterly  basis  during  our  limited  operating  history,  and  we  expect  to
experience significant fluctuations in future quarterly operating results. These
fluctuations have been and may in the future be caused by numerous factors, many
of  which  are  outside  of  our  control.  We  believe  that   period-to-period
comparisons of our results of operations  will not necessarily be meaningful and
that you should not rely upon them as an indication of future performance. Also,
it is likely  that our  operating  results  could be below the  expectations  of
public market  analysts and investors.  This could  adversely  affect the market
price of our common stock.

Dependence on Executive Officers and Technical Personnel

The success of our business plan depends on attracting qualified personnel,  and
failure to retain the necessary  personnel could adversely  affect our business.
Competition for qualified  personnel is intense,  and we may need to pay premium
wages to attract  and  retain  personnel.  Attracting  and  retaining  qualified
personnel  is  critical  to our  business.  Inability  to attract and retain the
qualified  personnel necessary would limit our ability to implement our business
plan successfully.

Management of Growth

The Company expects to experience  significant growth in the number of employees
and the scope of its  operations.  In  particular,  the Company  intends to hire
additional  staff for  mineral  exploration  and  administrative  support.  Such
activities can result in increased  responsibilities for management. The Company
expects to experience difficulty in filling its needs for qualified personnel.

The  Company's  future  success  depends  upon its  ability  to  raise  adequate
financing to meet its mineral exploration and operation  expenses.  This need to
manage its expenses will place a significant strain on the Company's  management
and  operational  resources.  If the  Company is unable to manage  its  expenses
effectively,  the  Company's  business,  results of  operations,  and  financial
condition will be materially adversely affected.

Need for Additional Financing

The  Company  believes it has  sufficient  capital to meet its  short-term  cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements of the Securities Exchange Act of 1934. However, if losses continue
it may have to seek loans or equity  placements  to cover longer term cash needs
to continue operations and expansion.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be available to the Company to allow it to cover operation expenses.

If future operations are unprofitable, it will be forced to develop another line
of business,  or to finance its operations through the sale of assets it has, or
enter  into the sale of  stock  for  additional  capital,  none of which  may be
feasible  when  needed.  The  Company  has no  specific  management  ability  or
financial resources or plans to enter any other business as of this date.

                                       20
<PAGE>

The effects of inflation have not had a material impact on its operation, nor is
it expected to in the immediate future.

Political Risks

The market in China is monitored by the government,  which could impose taxes or
restrictions at any time which would make operations unprofitable and infeasible
and cause a write-off of  investment  in the mineral  properties.  Other factors
include  political  policy on foreign  ownership,  political  policy to open the
doors to foreign  investors,  and political  policy on mineral  claims and metal
prices.


POLITICAL, ECONOMIC AND REGULATORY RISKS IN CHINA

THERE ARE ECONOMIC RISKS  ASSOCIATED  WITH DOING BUSINESS IN CHINA WHICH COULD
AFFECT OUR OPERATIONS

The Chinese economy has experienced  significant  growth in the past decade, but
this growth has been  uneven  across  geographic  and  economic  sectors and has
recently  been  slowing.  There can be no  assurance  that this  growth will not
continue to  decrease  or that the slow down will not have a negative  effect on
our  business.  The Chinese  economy is also  experiencing  deflation  which may
continue in the future.  The current economic situation may adversely affect our
ability to do business or sell  minerals,  if ever the  Company  produces,  as a
result of slowing domestic demand and deflation.

REGULATION OF THE MINERALS INDUSTRY IN CHINA MAY ADVERSELY AFFECT OUR BUSINESS

In China,  enacted  regulations  governing  minerals  extraction.  Because  many
Chinese  laws,  regulations  and  legal  requirements  with  regard  to  foreign
investments  in the minerals  industry are  relatively  new and untested,  their
interpretation  and enforcement by Chinese  authorities may involve  significant
uncertainty.  In  addition,  the Chinese  legal  system is a civil law system in
which decided legal cases have little  precedential  value.  As a result in many
cases it is  difficult  to predict  outcomes.  We cannot  predict  the effect of
further  developments in the Chinese legal system,  particularly  with regard to
the  minerals  industry,  including  the  promulgation  of new laws,  changes to
existing laws or the  interpretation or enforcement,  or the preemption of local
regulations by national laws.

RESTRICTIONS  ON CURRENCY  EXCHANGE  COULD LIMIT OUR ABILITY TO  REPATRIATE  OUR
REVENUES FROM CHINA, IF ANY

Although Chinese governmental  policies were introduced in 1996 to allow greater
convertibility of the Renminbi,  significant  restrictions  still remain. We can
provide no assurance  that the Chinese  regulatory  authorities  will not impose
greater   restrictions  on  the   convertibility  of  the  Renminbi  to  western
currencies. The government could refuse to allow the exchange, or could restrict
the amount or volume of exchange.  Because the  majority of our future  revenues
may be in the form of Renminbi, any future restrictions on currency exchange may
limit our ability to utilize revenue  generated in Renminbi to fund our business
activities  outside China, if we ever have any. This restriction,  if it occurs,
may affect our ability to pay  repatriate  any profits in U.S.  dollars or other
acceptable currency.

MARKET RISK

The Company does not hold any derivatives or other  investments that are subject
to market risk. The carrying  values of any financial  instruments,  approximate
fair value as of those dates because of the  relatively  short-term  maturity of
these  instruments  which  eliminates any potential  market risk associated with
such instruments.

A GENERAL ECONOMIC DOWNTURN IN CHINA COULD ADVERSELY AFFECT OUR BUSINESS

In the last few years the general health of the economy,  in China where we have
conducted all of our operations to date, has been relatively strong and growing,
a consequence of which has been increasing  capital  spending by individuals and
growing companies to keep pace with rapid technological  advances. To the extent
the general  economic  health of China  declines from recent  levels,  or to the
extent  individuals or companies fear a decline is imminent,  these  individuals
and companies  may reduce  demand for minerals.  Any decline or concern about an
imminent  decline  could  delay  decisions  among  certain of our  customers  to


                                       21
<PAGE>

purchase  production  if we  ever  have  any or  could  delay  decisions  by our
prospective  customers to make initial  commitments  to purchase.  Such downturn
would have a material and adverse effect on our business,  prospects,  operating
results and financial condition.

Other Risks and Uncertainties

The  business of mineral  deposit  exploration  and  extraction  involves a high
degree of risk. Few prospects  that are explored are  ultimately  developed into
production.  At  present,  none of  Highland's  prospects  has a  known  body of
commercial ore. Other risks facing the Company include competition,  reliance on
third parties and joint venture  partners,  environmental  and insurance  risks,
political and environmental instability,  statutory and regulatory requirements,
fluctuations  in mineral prices and foreign  currency,  share price  volatility,
title risks, and uncertainty of additional financing.

The Company has sought to identify  what it believes to be the most  significant
risks to its business,  but cannot predict whether or to what extent any of such
risks may be  realized  nor can there be any  assurances  that the  Company  has
identified  all possible  risks that might  arise.  Investors  should  carefully
consider all of such risk factors  before  making an  investment  decision  with
respect to the Company's stock.

ITEM 7 - FINANCIAL STATEMENTS

We do not have any market risk sensitive instruments. Since operations in Canada
are in Canadian dollar denominated  accounts, we do believe that we have foreign
currency  risk in that as the Canadian  dollar  increases  in value  against the
United Sates dollar our operating  costs increase when reported in United States
dollars.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.


Item 8A. CONTROLS AND PROCEDURES

Based on an evaluation  as of the date of the end of the period  covered by this
report,  our Chief Executive Officer and Chief Financial  Officer,  conducted an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and procedures,  as required by Exchange Act Rule 13a-15. Based on that
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and procedures were effective as of the end of the
period covered by this report.

There were no changes in our internal  controls over  financial  reporting  that
occurred during the year ended December 31, 2005 that have materially  affected,
or are  reasonably  likely to  materially  affect,  our  internal  control  over
financial reporting.


                                       22
<PAGE>

Item 8B.  OTHER INFORMATION

Subsequent to year end and as of March 14, 2006,  42,000,000 Series "E" Warrants
were exercised at $0.08 each for cash of $3,360,000.

                                    Part III

ITEM  9.  DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS,  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION (16a) OF THE EXCHANGE

(a) The following  table  furnishes  the  information  concerning  the Company's
directors and officers as of December 31, 2004. The directors of the Company are
elected every year and serve until their successors are elected and qualify.



Name                   Age       Title                                Term
------------------     ---       ------------------                   ---------

Anthony Garson         61        President & Director                  Annual

Jie Yang               41        Vice President & Director             Annual

Zhi Wang               47        Chairman & Director                   Annual

Amin Amlani            47        Secretary & Treasurer                 Annual

Jing Wang              51        Director                              Annual

Xiaojun Ma             38        Director                              Annual


The  following  table sets forth the  portion  of their  time the  Officers  and
Directors devote to the Company:

Anthony Garson             50%
Jie Yang                   90%
Zhi Wang                   30%
Amin Amlani               100%
Jing Wang                  30%
Xiaojun Ma                 30%

The term of office for each director is one (1) year, or until his/her successor
is elected at the Company's annual meeting and is qualified.  The term of office
for each officer of the Company is at the pleasure of the board of directors.

The board of directors  does not have a  nominating  committee.  Therefore,  the
selection  of  persons  or  election  to the  board  of  directors  was  neither
independently made nor negotiated at arm's length.

(b) Identification of Certain Significant Employees.

Strategic  matters  and  critical  decisions  are handled by the  directors  and
executive officers of the Company.

(c) Family Relationships. None

(d) Business Experience.

The following is a brief account of the business experience during the past five
years of each director and executive officer of the Company, including principal
occupations  and  employment  during  that  period  and the name  and  principal
business of any  corporation or other  organization in which such occupation and
employment were carried on.


                                       23
<PAGE>

Zhi Wang, Chairman, Chairman and Director

Zhi  completed  diploma in business  administration  at China Radio & Television
University   ("CRTVU")  in  1984  and  pursued   further   studies  in  business
administration  under an  exchange  program  in  Australia  1988.  From  2001 to
present, he has been Chairman and President of Honglu Investment Holdings, Inc.,
Tianyubofeng  Science &  Technology,  Inc.,  a Chinese  company in aluminum  and
carbon  coke  producing  business,  and  Standard  Hotel  Management,  Co. He is
President and General Manager,  Ziyuewentao  Enterprises  Inc., 1997 to present;
General Manager,  Tianjin Zangtong Trading Co., 1993;  Managing Director of Hong
Kong Zangtong Trading Co., 1990; CEO of Tibet Autonomous Region Economic & Trade
Bureau,  Beijing Office,  1987; Member, the Leading Team on Tibetan Economy, the
State Council of China, 1984.

Jie Yang, Director and Vice President of Operations

Jie graduated from the Beijing University of International Business & Economics,
Beijing,  China in 1984  with a  Bachelor  of  Economics  degree.  He has been a
director and Vice  President of Honglu  Investment  Holdings,  Inc.  since 2001;
President of Sundecin  Enterprises Inc.  (1997-2001);  General Manager,  Jianxin
Trading  Co.,  1988-97  and  Assistant  Customs   Supervisor,   Beijing  Customs
Administration, 1984-87.

Anthony Garson, Vice-Chairman, President and Director

Anthony  obtained a B.Sc. in Earth Science in 1969 from  University of Waterloo,
Ontario. He received a MBA from University of Toronto, Ontario in 1983. He began
his career with the Ontario  Department  of Mines and  subsequently  with Derry,
Michener and Booth,  a geological  consulting  firm in Toronto.  For the past 30
years, Mr. Garson has been extensively involved in the brokerage industry having
served as a Mines & Metals Analyst. Previous positions include: Mines and Metals
analyst, Equities Investment Division of Bank of Nova Scotia, Toronto (1975-80);
Vice President and Senior Mining Analyst for Canadian  operations of Dean Witter
Reynolds (Canada) Ltd.  (1981-85);  and Vice-President and Senior Mining Analyst
of Canaccord Capital  (1990-1993);  London,  England. Mr. Garson was a principal
and founding  partner of Union Capital  Markets  (U.K.) Ltd,  licensed under the
Securities and Futures Authority of London, England (1993-95); He has acted as a
director of several  public  companies  that  include  Chairman  and director of
Global Pacific Minerals,  Vancouver, BC (1995-97). He is currently a director of
Grayd Resources Corporation; a director of DiscFactories Corporation; a director
of Colibri  Resource  Corp.  and a director  of Toba  Industries  Inc.  He is an
Associate of Mining Capital  Corporation,  a private  research and equity mining
finance company located in Toronto, Ontario.

Jing Wang, Director

Jing Wang, a Director,  age 51, earned her BA in Finance from Renmin  University
of China in 1983. From 1983-1993,  Ms. Wang was the Accountant Direct, Financial
Manager,  and  Director  of  Economy  Research  Office  for  the  China  Textile
Industrial  Engineering Institute, a textile consultant company. From 1993-1997,
she was a member of Beijing Exploration & Design Industry Technology and Economy
Committee,  a company that manages and supervises  companies and projects in the
exploration and design industry. From 1993-1997,  she was General Accountant and
Economist  for  Beijing  Exploration  & Design  Association  Textile  Industrial
Engineering Consultation Limited. From 1997-1998, she was the General Accountant
for Tianjin Tibet Express Trade Limited,  an import and export company,  and for
Tianjin  Panyuan   Technology  Co.  Ltd.,  a  joint  venture  company  producing
three-dimentional  animation and flash for  advertisement  and media  companies.
From 1988 to the  present,  she has been CFO of Tibet  Mountain & Waves Inc.,  a
hotel  management  company,  Honglu  Investment  Holdings  Inc.,  a  mining  and
exploration company, and Tianjin Tibet Express Trade Limited.


                                       24
<PAGE>

Xiaojun Ma, Director

Xiaojun  Ma,  a  Director,  age  38,  earned  his BA in  Commerce  from  Beijing
International  Studies  University  in  1990.  In 2001 he  earned  his MBA  from
Australian  National  University.   From  1990  -  1996,  Mr.  Ma  was  a  sales
represent-ative  with Tibet  International  trade  Import & Export  Corporation,
Beijing Office(an  international  import and export in Tibet). From 1996 - 1998,
Mr. Ma was General Manager Assistant for Tianjin Panyuan  Technology Co. Ltd. (a
Sino-America  joint venture company  producing  three-dimensional  animation and
lash for advertisement  and media  companies).  From 1998 - 2000, he was General
Manager  Assistant of Tibet  Mountains & Waves Inc. (a Chinese company that owns
and operates a three-star hotel in Jin Hai Hu Resort).  From 2001 - 2004, Mr. Ma
was Vice General Manager of Honglu Investmetn  Holdings Inc. (an exploration and
mining company).

Amin Amlani, Secretary and Treasurer

Mr. Amlani,  Vice-President of Finance and  Administration  completed his MBA in
1984 from The  Institute  of Business  Administration  (affiliated  with Wharton
Business  School),  University  of Karachi,  Pakistan.  Throughout  Pakistan and
Canada,  Mr.  Amlani has more than 20 years of senior  management  experience in
finance,   economic   and  real   estate   development,   procurement,   general
administration  and refugee  rehabilitation  programs.  Mr. Amlani's  particular
expertise  includes  turn-a-around  situations that have generated positive cash
flows from negative or weak cash flow/management situations. He has supplemented
his formal education with Canadian Securities and Personal income tax courses in
Canada. Recent positions includes:  Finance Controller of Trimark Projects Ltd.,
Vancouver,  Canada  (2003-2004),  Executive  Officer for His Highness Prince Aga
Khan  Shia  Imami,  Council  for  Pakistan   (1999-2002),   Manager  -  Business
Consultants for Sun Consulting Ltd (1998-1999). Previous other positions include
Finance Manager,  Project Manager,  Executive Officer and Project Accountant for
various multi-national organizations.

Maurice Tsakok, former Director and former Secretary

Maurice  received  a  Mechanical  Engineering  degree  from  the  University  of
Minnesota (1974) and an MBA in Management Information Systems (MIS) from Hofstra
University (1976).  Previous positions  include:  Staff Application  Performance
Analyst with the Bank of Montreal (1976-1994);  Vice-President (1994 -1996) with
Sagit Mutual  Funds,  a mutual fund  company,  in which he was  responsible  for
computer operations and research on global technology companies.  He served as a
Director of Richco  Investors Inc. from 1995 to October 2003. Since 1997, he has
acted as a consultant to the high-tech industry by providing  technical analysis
on high-tech companies. He is a principal director in Gemsco Management, Ltd. He
was currently a Director of Xin Net Corp. until May, 2004.

(e) Directors' Compensation

Directors who are also officers of the Registrant  receive no cash  compensation
for services as a director. On May 31, 2000, the Company granted 5,000,000 stock
options  at $0.40  per  share  with an  expiry  date of May 31,  2005,  of which
2,250,000 of the options were issued  indirectly to the  Company's  Officers and
Directors  through separate  management  companies.  As of December 31, 2004, no
options had yet been exercised.

On September  11, 2003,  the Company  granted stock options to a director of the
Company for the sale of 1,000,000  shares of the Company's common stock at $0.10
per share with expiry date on August 31, 2006 for his  services in the past.  No
option has yet been exercised.

On May 31, 2005, 4,250,000 stock options granted to ex-directors were expired.


                                       25
<PAGE>

Section 16(a) of the Securities  Exchange Act of 1934, as amended (The "Exchange
Act"),  requires the  Registrant's  officers and directors,  and persons who own
more than 10% of a registered class of the Registrant's  equity  securities,  to
file reports of ownership  and changes in ownership of equity  securities of the
Registrant  with the  Securities and Exchange  Commission and NASDAQ.  Officers,
directors and  greater-than  10% shareholders are required by the Securities and
Exchange  Commission  regulation  to furnish to  Registrant  with  copies of all
Section 16(a) that they file.  All of the current  officers and  directors  have
filed Sec. 16(a) disclosures, but whether or not such filings have been late is
not disclosed herein.

ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

(a) Cash Compensation.

Some of the  officers  and  directors of the Company will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and  investment  activities.  Such conflict may require
that the company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

Compensation  paid by the Company for all  services  provided up to December 31,
2005 to each of its executive officers:

<TABLE>
<CAPTION>

                                        SUMMARY COMPENSATION TABLE OF EXECUTIVES

                                        Annual Compensation                           Long Term Compensation
                       ------------------------------------------------------    ---------------------------------
     Name and                                                Other Annual           Restricted
     Principal                                               Compensation         Stock Options/     Securities
     Position           Year   Salary ($)     Bonus ($)       Awards ($)               SARs          Underlying
<S>                     <C>    <C>          <C>              <C>                <C>                 <C>

  Anthony Garson        2005   -                   5,000             41,759                    -            -

President/Director      2004   -                       -             38,714                    -            -

                        2003   -                       -             12,089            1,000,000            -


     Jie Yang           2005   -                   5,000             60,000                    -            -

  Vice President/       2004   -                  10,000             48,043                    -            -

     Director           2003   -                  10,000             30,000                    -            -



  Maurice Tsakok        2005   -                   5,000             38,520                    -            -

    Secretary/          2004   -                      -              42,800                    -            -

     Director           2003   -                      -              19,260                    -            -

  (resigned on
 December 29, 2005)


                                       26
<PAGE>

    Amin Amlani         2005   4,000              10,000             18,365            1,000,000            -

     Treasurer          2004   -                       -                  -                    -            -

    (appointed on       2003   -                       -                  -                    -            -
  December 29, 2005)


    Ronald Xie,         2005   -                  10,000             58,365                    -            -

  President/Director    2004   -                  30,000             57,600                    -            -

   (resigned on         2003   -                  20,000             60,000                    -            -
    May 4, 2004)

</TABLE>

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE OF DIRECTORS


                                    Annual Compensation                                       Security Grants
                            -------------------------------------                    ----------------------------------
         Name and            Annual                 Consulting                           Number            Number
        Principal           Retainer    Meeting     Fees/Other                             of          of Underlying
         Position           Fees ($)    Fees ($)     Fees ($)                            Shares         Options/SARs

<S>                             <C>         <C>          <C>                                   <C>              <C>
      Anthony Garson            -           -            46,759                                -                -

         Jie Yang               -           -            65,000                                -                -

         Zhi Wang               -           -                                                  -                -

        Jang Wang               -           -                                                  -                -

        Xiaojun Ma

      Maurice Tsakok            -           -            43,520                                -                -
       (resigned on
    December 29, 2005)
</TABLE>

The Company has made no Long Term Compensation  payouts  (LTIP or other) in the
past year.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

a) Beneficial  owners of five percent (5%) or greater,  of the Company's  common
stock:  (No  preferred  stock is  outstanding  at the date of this  report.) The
following  sets forth  information  with respect to ownership by holders of more
than five percent (5%) of the Registrant's  common stock known by the Registrant
based upon 199,596,575 shares outstanding at December 31, 2005.



                                       27
<PAGE>

                                                       Amount of
  Title of           Name and Address of               Beneficial     Percent of
    Class              Beneficial Owner                 Interest        Class

Common         Zhi Wang                                10,600,000          5.31%
               90 Lakewood Circle, San Mateo
               CA USA 94402


Common         Richco Investors Inc.                   15,000,000          7.52%
               Suite 900 - 789 West Pender Street
               Vancouver, B.C., V6C 1H2


Common         Chen Lijun                              11,000,000          5.51%
               1-3-10 Kuang Qu Kantan Jie
               Datong City, ShanXi, China


b) The following  sets forth  information  with respect to the Company's  common
stock beneficially owned by each Officer and Director,  and by all Directors and
Officers as a group, at December 31, 2005.



                                                        Amount of
Title of              Name and Address of              Beneficial    Percent of
  Class                Beneficial Owner                 Interest        Class

Common       Anthony Garson                              1,000,000        0.50%
             414 - 95 Thurncliffe Park Drive
             Toronto,Ontario, M4H 1L7

Common       Jie Yang                                    2,650,000        1.33%
             26 - 5605 Hampton Place         Agreement to Issue Shares 2,350,000
             Vancouver, B.C., V6T 2H2

Common       Maurice Tsakok                                750,000        0.38%
             Suite 900 - 789 West Pender Street
             Vancouver, B.C., V6C 1H2

Common       Zhi Wang                                   10,600,000        5.31%
             90 Lakewood Circle, San Mateo   Agreement to Issue Shares 9,400,000
             CA USA 94402

Common       Amin Amlani                             (Options 1,000,000)  0.50%
             2020 Fullerton Avenue, #1003
             North Vancouver, Canada  V7P 3G3

Common       Xiaojun Ma                                   3,975,000        1.99%
             Rooms 5/6, 16F             Agreement to Issue Shares     3,525,000
             Bldg. 16 Mao Lin Lu
             Haidian District
             Beijing, China  100036

Common       Jing Wang                                    4,240,000        2.12
             Rooms 2-602, Bldg. 1       Agreement to Issue Shares 3,760,000
             Dao Jia Fen
             Chaoyang District
             Beijing, China  100025


Total  as a  group  is  21,465,000  or  10.75%.  If all  options  are  exercised
24,215,000 or 12.13%.


                                       28
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board  issued  shares  to the  following  people  pursuant  to the  Highland
Acquisition Agreement and pursuant to Regulation S.

Du Yan Guang                            3,760,000 shares
Fu You Zhen                             3,290,000 shares
Gao Fengyi                              5,640,000 shares
Han Qing Lin                            2,490,000 shares
Ibrahim Abdullah                        4,700,000 shares
Ma Xiao Jun (Director)                  3,525,000 shares
Noorappa Abdulrahim Kamaludeen          4,700,000 shares
Wang Donghong                             470,000 shares
Wang Jing (Director)                    3,760,000 shares
Wang Lan Mei                            3,760,000 shares
Wang Qiang                              3,290,000 shares
Wang Yu Lan                             3,525,000 shares
Yang Yan                                5,640,000 shares
Yi Ting Bin                               235,000 shares
Zhang Zhen Kai                            235,000 shares
Zhu Guang Min                           4,230,000 shares
Jie Yang (Director)                     2,350,000 shares
Zhi Wang (Director)                     9,400,000 shares
                                       -----------------
Total                                  65,000,000 shares

Ronald Xie (Finder's Fees)              9,639,000 shares

Grand Total                            74,639,000 shares

During the years ended December 31, 2005 and 2004, and the period from inception
to December 31, 2005,  the Company  incurred  consulting  fees of  approximately
$219,000,  $319,000,  and  $779,000,  respectively,  to  certain  directors  and
officers of the Company.  The Company has a consulting agreement with a director
of the Company for his services at $3,000 per month until December 31, 2005. The
Company  has a  consulting  agreement  with an  officer of the  Company  for his
consulting  services at C$6,000 per month until December 31, 2005 and at C$7,000
until January 12, 2007, respectively.

<TABLE>
<CAPTION>

The following options are outstanding to related parties:


                                        Number of
        Name/                           options         Exercise        Date of         Expiry
        Position                        granted         price           grant           date
<S>                                     <C>             <C>             <C>             <C>

Tony Garson                             1,000,000       $0.10           9/11/2003       8/31/2006
President/Director

Amin Amlani                             1,000,000        0.12           12/21/2005      12/21/2008

Gongbo Li                                 100,000        0.12           12/21/2005      12/21/2008

Gui Nuanyuan                              100,000        0.12           12/21/2005      12/21/2008
                                        ---------
                                        2,200,000
                                        =========
</TABLE>

The Company  executed a promissory note for $100,000 with interest at 0% thereon
to a company controlled by Zhi Wang, a Director and Chairman of the Company. The
amount is  repayable  on May 15,  2005.  The Company has the right to prepay the
note in whole or in part at any time without premium or penalty.  The funds were
obtained to further support working capital requirements. The note was repaid in
January 2005.

                                       29
<PAGE>

                                     Part IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits

None

B. Reports on Form 8-K

1.  8-K filed on November 4, 2005
2.  8-K filed on November 4, 2005
3.  8-K filed on November 10, 2005
4.  8-K filed on November 16, 2005

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees - The aggregate fees billed for  professional  services  rendered for
the  audit of our  annual  financial  statements  and  review  of our  quarterly
financial  statements  included in our periodic and other reports filed with the
SEC were  $27,300 and $27,300  for the years ended  December  31, 2005 and 2004,
respectively.

Audit-Related  Fees - The Company paid Clancy and Co.  $15,000 for audit related
fees.

Tax Fees - The Company paid Clancy and Co. $5,600 for tax returns.

All Other Fees - None

Audit Committee Pre-Approval Policies and Procedures

The Company does not currently have an Audit  Committee.  The Company's  current
policy  is that the Board of  Directors  pre-approves  all  audit and  non-audit
services  that are to be  performed  and fees to be charged  by our  independent
auditor  to assure  that the  provision  of these  services  does not impair the
independence of such auditor.  The Board of Directors  pre-approved of all audit
services and fees of our  independent  auditor for the years ended  December 31,
2005 and 2004.  Our  independent  auditors did not provide us with any non-audit
services during the periods indicated above.


                                       30
<PAGE>



                            GREAT CHINA MINING, INC.
                          INDEX TO FINANCIAL STATEMENTS

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


Report of Independent Registered Public Accounting Firm.......................32

Consolidated Balance Sheets...................................................33

Consolidated Statements of Operations.........................................34

Consolidated Statements of Changes in Stockholders' Equity....................35

Consolidated Statement of Cash Flows..........................................38

Notes to the Consolidated Financial Statements............................... 40



                                       31
<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Great China Mining, Inc.

We have audited the  consolidated  balance  sheets of Great China  Mining,  Inc.
(previously known as China NetTV Holdings,  Inc.) (an exploration stage company)
of  December  31,  2005 and 2004,  and the related  consolidated  statements  of
operations, changes in stockholders' equity and cash flows for the preceding two
years then ended,  and the cumulative  amounts from  inception.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Great
China Mining,  Inc. at December 31, 2005, and the consolidated  results of their
operations  and their cash flows for the periods  indicated in  conformity  with
accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements,  the Company has been in the
exploration  stage  since  July 1, 2003,  and has  incurred  significant  losses
resulting in a deficit  accumulated  during the  development  stage.  Unless the
Company  attains  future  profitable   operations   and/or  obtains   additional
financing, there is substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regards to these matters are discussed in
Note 1. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.


/s/ Clancy and Co., P.L.L.C.
Clancy and Co., P.L.L.C.
Scottsdale, Arizona

March 24, 2006



                                       32
<PAGE>

<TABLE>
<CAPTION>

                                            GREAT CHINA MINING, INC.
                                (previously known as China NetTV Holdings, Inc.)
                                         (AN EXPLORATION STAGE COMPANY)
                                           CONSOLIDATED BALANCE SHEETS


Stated in U.S. dollars                                                    December 31, 2005   December 31, 2004
------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                        <C>
ASSETS

Current Assets
   Cash and cash equivalents                                                    $     421,804       $     900,309
   Prepaid expenses and other current assets                                           25,358               2,287
   Prepaid expenses - related party                                                         -                 831
                                                                         -----------------------------------------
Total Current Assets                                                                  447,162             903,427

Investment - at equity                                                                      -             800,000

Fixed assets, net                                                                      13,622               9,058
                                                                         -----------------------------------------
Total Assets                                                                    $     460,784      $    1,712,485
                                                                         =========================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable and accrued expenses                                        $     224,618       $      49,535
   Promissory note payable                                                                  -             100,000
                                                                         -----------------------------------------
Total current liabilities                                                             224,618             149,535
                                                                         -----------------------------------------

Commitments and contingencies

Stockholders' Equity
   Common stock : $0.001 par value, authorized: 500,000,000
       Issued and outstanding: 199,596,575 shares (2004: 142,236,575)                 199,596             142,236
   Subscription received for 24,000,000 shares                                              -           1,200,000
   Additional paid-in capital                                                      12,857,461           3,542,327
   Agreement to issue common stock for acquisition cost (65M shares)                        -                   -
   Agreement to issue common stock for finder's fee (9,639,000 shares)                771,120             771,120
   Accumulated other comprehensive loss                                               (4,881)                   -
   Accumulated deficit prior to the exploration stage                             (1,554,790)         (1,554,790)
   Accumulated deficit during the exploration stage                              (12,032,340)         (2,537,943)
                                                                         -----------------------------------------
Total Stockholders' Equity                                                            236,166           1,562,950
                                                                         -----------------------------------------

Total Liabilities and Stockholders' Equity                                      $     460,784      $    1,712,485
                                                                         =========================================

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

</TABLE>


                                       33
<PAGE>

<TABLE>
<CAPTION>


                                               GREAT CHINA MINING, INC.
                                   (previously known as China NetTV Holdings, Inc.)
                                            (AN EXPLORATION STAGE COMPANY)
                                         CONSOLIDATED STATEMENT OF OPERATIONS

                                                                                   Year ended       Year ended December
                                                                Cumulative        December 31,             31,
Stated in U.S. dollars                                        From Inception          2005                2004
------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                        <C>                  <C>

Revenues                                                             $        -        $         -          $         -

Expenses
   Exploration expenses                                               1,678,204          1,678,204                    -
   General and administrative expenses                                2,320,038            575,343            1,055,134
   Finder's fee                                                         771,120                  -              771,120
                                                            ------------------------------------------------------------
Total expenses                                                        4,769,362          2,253,547            1,826,254

Operating loss                                                      (4,769,362)        (2,253,547)          (1,826,254)

Other expenses
   Interest income                                                       25,724             25,662                   62
   Equity loss                                                        (800,000)          (800,000)                    -
   Accounts payable written off                                           3,453                  -                3,453
   Loss on disposal of fixed assets                                    (16,009)                  -             (16,009)
   Interest expense                                                     (9,652)               (18)              (6,078)
   Fair value of potential shares to be issued in excess of
      authorized share capital                                      (6,466,494)        (6,466,494)                    -
                                                            ------------------------------------------------------------
Total other expenses                                                (7,262,978)        (7,240,850)             (18,572)
                                                            ------------------------------------------------------------

Provision for income taxes                                                    -                  -                    -
                                                            ------------------------------------------------------------

Net loss available to common stockholders                       $  (12,032,340)    $   (9,494,397) $        (1,844,826)
                                                            ============================================================

Basic and diluted loss per share                                                     $      (0.05)        $      (0.03)
                                                                               =========================================

Weighted average common shares outstanding                                             188,552,739           57,805,857
                                                                               =========================================




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


</TABLE>


                                       34
<PAGE>

<TABLE>
<CAPTION>


                                    GREAT CHINA MINING, INC.
                        (previously known as China NetTV Holdings, Inc.)
                                 (AN EXPLORATION STAGE COMPANY)
                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                               FROM INCEPTION TO DECEMBER 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
                                Common         Common       Additional    Agreement      Common
                                 stock          stock          paid       to issue        stock       Accumulated
                                                                in                    subscription       other
                                                 at           capital                   received     comprehensive    Accumulated
Stated in U.S. dollars          shares        par value                 common stock                      loss          deficit
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>            <C>             <C>          <C>             <C>         <C>
Balance, July 1, 2003
      (inception)                37,446,200    $    37,446    $1,364,802      $     -      $       -       $       -   $ (1,554,790)
Issuance of common
      stock for
      acquisition costs on
      July 23, 2003              97,700,000         97,700      (97,700)            -              -               -              -
Issuance of common
      stock for
      acquisition costs on
      July 23, 2003
      -- related party            6,839,000          6,839       (6,839)            -              -               -              -
Compensation cost
      -- stock options                    -              -       210,000            -              -               -              -
Net loss, two months
      ended August
      31, 2003                            -              -             -            -              -               -       (312,248)
                              ------------------------------------------------------------------------------------------------------
Balance, August 31, 2003,
    as originally
    reported                    141,985,200        141,985     1,470,263            -              -               -     (1,867,038)
Issuance of common stock
    for cash @ $0.06 on
    October 29, 2003             15,000,000         15,000       885,000            -              -               -              -
Issuance of common stock
    for 7% finders fee
    for shares issued on
    October 29, 2003              1,050,000          1,050       (1,050)            -              -               -              -
Exercise of Series A stock
    purchase warrants @
    $0.10 on December 11,
    2003                             50,000             50         4,950            -              -               -              -
Exercise of Series B stock
    purchase warrants @
    $0.15 on December
    23, 2003                        250,000            250        37,250            -              -               -              -
Exercise of Series A stock
    purchase warrants @
    $0.10 on December
    23, 2003                        250,000            250        24,750            -              -               -              -
Compensation cost - stock
    options                               -              -        10,000            -              -               -              -
Net loss, four months ended
    December 31, 2003                     -              -             -            -              -               -       (380,869)
                              ------------------------------------------------------------------------------------------------------
Balance, December 31, 2003      158,585,200        158,585     2,431,163            -              -               -     (2,247,907)
Exercise of Series A stock
    purchase warrants at
    $0.10 per share on
    January 6, 2004                  50,000             50         4,950            -              -               -               -
Exercise of Series A stock
    purchase warrants at
    $0.14 per share on
    Janaury 27, 2004              2,940,000          2,940       291,060            -              -               -               -
Issuance of common stock
    into escrow for acqui-
    sition of mineral
    property on April
    15, 2004                      32,000,000        32,000       (32,000)           -               -              -               -

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

</TABLE>


                                       35
<PAGE>
<TABLE>
<CAPTION>



                                    GREAT CHINA MINING, INC.
                        (previously known as China NetTV Holdings, Inc.)
                                 (AN EXPLORATION STAGE COMPANY)
                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                               FROM INCEPTION TO DECEMBER 31, 2005

------------------------------------------------------------------------------------------------------------------------------------
                                    Common         Common     Additional    Agreement       Common
                                     stock         Stock         paid       to issue        stock       Accumulated
                                                     at           in                     subscription      other        Accumulated
Stated in U.S. dollars              shares       par value      capital   common stock     received    comprehensive      deficit
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>         <C>              <C>      <C>             <C>             <C>
Issuance of common stock
    for legal services at
    $0.10 on April 12, 2004          2,800,000       2,800      277,200            -               -              -               -
Exercise of Series C stock
    purchase warrants at
    $0.08 on October 1,
    2004                               200,375         200       15,830            -               -              -               -
Cancellation of common
    stock issued for acqui-
    sition costs
    (129,700,000), finder's
    fee (6,839,000 shares)
    and legal costs
    (2,800,000) on July 23,
    2003 and April 12, 2004       (139,339,000)   (139,339)    (140,661)           -               -              -
Issuance of common stock
    for the partial acqui-
    sition of Highland
    Mining Inc. at historical
    cost on December 28, 2004       85,000,000      85,000      715,000            -               -              -               -
Issuance of agreement to issue
    common stock for partial
    acquisition of Highland
    Mining Inc. on December
    28, 2004 (65,000,000
    shares)                                  -           -            -            -               -              -               -
Subscription received on
    December 31, 2004 for
    private placement of
    24,000,000 shares at
    $0.05                                    -            -           -            -               -              -               -
Issuance of agreement
    to issue common
    stock for finder's
    fee on acquisition
    of Highland Mining
    Inc. at $0.08 on
    December 28, 2004
    (9,639,000 shares)                       -           -            -      771,120       1,200,000              -               -
Legal fees incurred for
    issuance of common
    stock on December
    28, 2004 in connec-
    tion with the
    partial acquisition
    of Highland Mining
    Inc.                                     -           -      (20,215)           -               -              -               -
   Net loss, year ended
    December 31, 2004                        -           -            -            -               -              -      (1,844,826)
                                ----------------------------------------------------------------------------------------------------
Balance, December 31, 2004          142,236,575     142,236    3,542,327      771,120       1,200,000             -      (4,092,733)


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

</TABLE>


                                       36
<PAGE>
<TABLE>
<CAPTION>
                                            GREAT CHINA MINING, INC.
                                (previously known as China NetTV Holdings, Inc.)
                                         (AN EXPLORATION STAGE COMPANY)
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                       FROM INCEPTION TO DECEMBER 31, 2005

------------------------------------------------------------------------------------------------------------------------------------
                                   Common        Common     Additional    Agreement       Common        Accumulated
                                   stock          stock        Paid       to issue        stock            other
                                                   at           in                     subscription    comprehensive    Accumulated
Stated in U.S. dollars             shares       par value     capital   common stock     received          loss           Deficit
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>         <C>           <C>         <C>            <C>            <C>
Issuance of common stock
    for cash at $0.05 on
    February 7, 2005                24,000,000       24,000    1,176,000            -     (1,200,000)             -               -
Issuance of common stock
    for 7% finder's fee
    for shares issued on
    February 7, 2005                 1,680,000        1,680       (1,680)           -              -              -               -
Issuance of common stock
    for cash at $0.05 on
    February 8, 2005                17,000,000       17,000      833,000            -              -              -               -
Issuance of common stock
    for cash at $0.05 on
    March 10, 2005                   5,000,000        5,000      245,000            -              -              -               -
Issuance of common stock
    for cash at $0.05
    March 14, 2005                   2,000,000        2,000       98,000            -              -              -               -
Issuance of common stock
    for 7% finder's fee
    for shares issued on
    February 8, March 10,
    and March 14, 2005               1,680,000        1,680       (1,680)           -              -              -               -
Exercise of Series E stock
    purchase warrants at
    $0.08 on November
    9, 2005                          3,000,000        3,000      237,000            -              -              -               -
Exercise of Series E stock
    purchase warrants at
    $0.08 on November
    14, 2005                         3,000,000        3,000      237,000            -              -              -               -
Fair value of options and
    warrants                                 -            -    6,466,494            -              -              -               -
Foreign currency trans-
    lation adjustments                       -            -            -            -              -         (4,881)              -
Compensation cost - stock
    options                                  -            -       26,000            -              -              -               -
Net loss, year ended
    December 31, 2005                        -            -            -            -              -              -      (9,494,397)
                                                                                                                    ----------------
     Total comprehensive loss                                                                                            (9,499,278)
                                                                                                                    ================
                              ------------------------------------------------------------------------------------------------------
Balance, December 31, 2005         199,596,575   $  199,596   $6,390,967 $    771,120       $      -     $   (4,881)  $ (13,587,130)
                              ======================================================================================================
                                            Deficit accumulated prior to exploration stage             $ (1,554,790)
                                            Deficit accumulated during the exploration stage            (12,032,340)
                                                                                                    -----------------
                                                                                                      $ (13,587,130)
                                                                                                    =================

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

</TABLE>

                                       37
<PAGE>

<TABLE>
<CAPTION>



                                                  GREAT CHINA MINING, INC.
                                      (previously known as China NetTV Holdings, Inc.)
                                               (AN EXPLORATION STAGE COMPANY)
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004, AND
                                              CUMULATIVE AMOUNTS FROM INCEPTION

                                                                      Cumulative
Stated in U.S. dollars                                              from inception           2005                2004
------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                     <C>                 <C>
Cash flows from operating activities
  Net loss                                                            $  (12,032,340)     $   (9,494,397)     $   (1,844,826)
  Adjustments to reconcile net loss to net cash
        used in operating activities
    Depreciation                                                               25,053               7,429              13,004
    Equity loss                                                               800,000             800,000                   -
    Compensation cost - stock options                                         246,000              26,000                   -
    Translation adjustments                                                   (4,881)             (4,881)                   -
    Agreement to issue common stock for finder's fee                          771,120                   -             771,120
    Accounts payable written off                                              (3,453)                   -             (3,453)
    Loss on disposal of fixed assets                                           16,009                   -              16,009
    Change in fair value of potential shares to be issued in
      excess of authorized share capital                                    6,466,494                   -
    Changes in assets and liabilities:
      Increase in prepaid expenses and other current assets                  (25,358)            (23,071)               4,535
     (Increase) decrease in prepaid expenses - related party                        -                 831              28,154
      Increase (decrease) in accounts payable and accrued
             expenses                                                         160,286             176,609            (24,439)
      Increase (decrease) in accrued expenses - related party                 (1,526)             (1,526)            (78,000)
                                                                 -------------------------------------------------------------
  Net cash flows used in operating activities                             (3,582,596)         (2,046,512)         (1,117,896)

Cash flows from investing activities
    Capital expenditures                                                     (57,262)            (11,993)             (2,061)
    Proceeds from disposal of fixed assets                                     44,525                   -              44,525
                                                                 -------------------------------------------------------------
  Net cash flows used in investing activities                                (12,737)            (11,993)              42,464

Cash flows from financing activities
    Advances (repayments) - amounts due from related parties                 (93,540)                   -           (100,018)
    Principal payments - installment loans payable                           (52,230)                   -            (50,130)
    Proceeds (repayments) promissory note payable (related party)                   -           (100,000)             100,000
    Proceeds from the issuance of common stock                              4,162,530           2,880,000             315,030
    Proceeds from subscription received                                             -         (1,200,000)           1,200,000
                                                                 -------------------------------------------------------------
  Net cash flows provided by financing activities                           4,016,760           1,580,000           1,464,882
                                                                 -------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                              421,427           (478,505)             389,450
Cash and cash equivalents - beginning of period                                   377             900,309             510,859
                                                                 -------------------------------------------------------------
Cash and cash equivalents - end of period                               $     421,804       $     421,804       $     900,309
                                                                 =============================================================
Supplemental information
Cash paid for:
    Interest                                                             $      6,257         $        18        $      6,078
                                                                 =============================================================
    Income taxes                                                                    -                   -                   -
                                                                 =============================================================

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

</TABLE>


                                       38
<PAGE>

<TABLE>
<CAPTION>


                                                  GREAT CHINA MINING, INC.
                                      (previously known as China NetTV Holdings, Inc.)
                                               (AN EXPLORATION STAGE COMPANY)
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004, AND
                                              CUMULATIVE AMOUNTS FROM INCEPTION

                                                                      Cumulative
Stated in U.S. dollars                                              from inception           2005                     2004
------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                                           <C>

Non-cash investing and financing activities:
    Common stock issued for acquisition of Highland Mining Inc.        $    6,800,000                   -      $    6,800,000
                                                                 =============================================================
    Agreement to issue common stock for finder's fee paid for
         acquisition of Highland Mining Inc.                            $     771,120                   -      $      771,120
                                                                 =============================================================
    Agreement to issue common stock for acquisition of Highland
         Mining, Inc.                                                               -                   -                   -
                                                                 =============================================================









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


</TABLE>


                                       39
<PAGE>


                            GREAT CHINA MINING, INC.
                (previously known as China NetTV Holdings, Inc.)
                         (AN EXPLORATION STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and Basis of Presentation

Great China Mining,  Inc. ("the Company") was incorporated under the laws of the
State of Nevada on September 15, 1998, under the name "Vancouver's Finest Coffee
Company" with an authorized  capital of  200,000,000  shares of $0.001 par value
common  stock.  On May 30, 2000,  the name was changed to "China NetTV  Holdings
Inc.".  On November 28, 2003, the Company's  board of directors voted to abandon
the Company's inactive subsidiary, China NetTV Inc. with immediate effect. There
were no assets or  liabilities  in this  inactive  subsidiary.  The  Company has
changed its name to Great China Mining Inc. on December  30, 2005 and  increased
its  authorized  number of shares to issue  common  stock  from  200,000,000  to
500,000,000 shares with no change in par value.

The  Company  was  originally  organized  for the  purpose of  marketing  retail
specialty  coffee.  The Company  later  changed its  business  direction  to the
operations  of digital  technology  in May 2000 and then to the  acquisition  of
interests in mineral properties on or about July 1, 2003 (See Notes 2 and 8), at
which date the Company entered the  exploration  stage. On December 1, 2003, the
Company changed its fiscal year end from August 31 to December 31.

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  However, the Company has limited operations and has
sustained   substantial   operating  losses  in  recent  years  resulting  in  a
substantial  accumulated  deficit.  In view of these  matters,  realization of a
major portion of the assets in the accompanying  balance sheet is dependent upon
the  continued  operations of the Company,  which in turn is dependent  upon the
Company's  ability to meet its  financing  requirements  and the  success of its
future operations.

To meet these objectives, the Company raised $2,400,000 pursuant to non-brokered
private placement of 48,000,000 shares of common stock at $0.05 per share during
the first  quarter  of 2005 and  $480,000  from the  exercise  of Series E stock
purchase  warrants  for  6,000,000  shares of common stock at $0.08 per share in
November  2005.  Additionally,  subsequent  to  year  end,  the  Company  raised
$3,360,000  from the  exercise of  42,000,000  warrants at $0.08 per share.  The
Company may seek  additional  equity as necessary  and it expects to raise funds
through  private  or  public  equity  investment  in order to  support  existing
operations and expand the range and scope of its business. There is no assurance
that such  additional  funds will be  available  for the  Company on  acceptable
terms, if at all.

Additionally,  the  Company has also  consummated  the  partial  acquisition  of
Highland  Mining  Inc.  ("Highland")  from the former  shareholders  of Highland
("Highland  Shareholders")  (See  Note  2).  Management  believes  that  actions
presently  taken to revise the Company's  operating  and financial  requirements
provide the  opportunity  for the Company to  continue as a going  concern.  The
Company's ability to achieve these objectives cannot be determined at this time.


                                       40
<PAGE>

Summary of Significant Accounting Policies

Principles of  consolidation - The Company acquired 100% interest in Great China
Mining (Canada),  Inc., a company incorporated on April 20, 2005, under the laws
of British  Columbia,  Canada,  with certain  officers and directors the same as
that  of the  Company.  These  consolidated  financial  statements  include  the
accounts  of the  Company  and  its  wholly-owned  subsidiary.  All  significant
inter-company balances and transactions have been eliminated in consolidation.

Use of estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure 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 estimates.

Cash and cash  equivalents  - The  Company  considers  all  highly  liquid  debt
instruments  with  original  maturities  of  three  months  or  less  to be cash
equivalents.

Fixed assets - Fixed assets,  stated at cost, are  depreciated  over the asset's
estimated   useful  life,   ranging  from  three  to  five  years.   Significant
improvements  and  betterments  are  capitalized  where it is probable  that the
expenditure  resulted in an increase in the future economic benefits expected to
be obtained form the use of the asset beyond its originally assessed standard of
performance.  Routine repairs and maintenance are expensed when incurred.  Gains
and losses on  disposal  of fixed  assets are  recognized  in the  statement  of
operations  based on the net disposal  proceeds less the carrying  amount of the
assets.  Depreciation charged to operations for year ended December 31, 2005 and
2004, and the cumulative amounts from inception amounted to $7,429,  $13,004 and
$25,053, respectively.

Impairment or Disposal of Long-lived Assets - The Company reports the impairment
of long-lived  assets and certain  identifiable  intangibles in accordance  with
Statement of Financial  Accounting  Standards ("SFAS") No. 144,  "Accounting for
the Impairment or Disposal of Long-lived Assets".  Certain long-lived assets and
identifiable  intangibles  held  by the  Company  are  reviewed  for  impairment
whenever assets or changes in  circumstances  indicate the carrying amount of an
asset may not be recoverable.  Accordingly,  an impairment loss is recognized in
the period it is determined. A component of an entity that is classified as held
for sale or that has been disposed of is presented as a  discontinued  operation
if the  operations  and cash  flows  of the  component  will be (or  have  been)
eliminated  from the  ongoing  operations  of the entity and the entity will not
have any significant continuing involvement in the operations of the component.

Advertising  costs - Advertising  costs are expensed as incurred.  There were no
advertising costs for the periods presented.

Offering costs - Costs directly  attributable to any proposed or actual offering
of securities  are charged  against the gross proceeds of the offering and costs
of an aborted offering are expensed.

Revenue  recognition  - Revenue  is  recognized  on the sale and  delivery  of a
product or the completion of a service rendered.


                                       41
<PAGE>

Income taxes - The Company  accounts for income  taxes under the  provisions  of
Statement of Financial  Accounting  Standards ("SFAS") No. 109,  "Accounting for
Income Taxes." Under SFAS No. 109,  deferred  income tax assets and  liabilities
are computed for differences  between the financial  statements and tax bases of
assets and liabilities that will result in taxable or deductible  amounts in the
future,  based on enacted tax laws and rates  applicable to the periods in which
the differences are expected to affect taxable income.  Valuation allowances are
established  when necessary,  to reduce deferred income tax assets to the amount
expected to be realized.

Foreign  currency  translation  - The assets and  liabilities  of the  Company's
foreign  operations  are  generally  translated  into U.S.  dollars  at  current
exchange  rates,  and revenues and expenses are  translated at average  exchange
rates  for the  year.  Resulting  translation  adjustments  are  reflected  as a
separate  component of stockholders'  equity.  Transaction gains and losses that
arise from exchange rate fluctuations on transactions  denominated in a currency
other than the functional currency, except those transactions which operate as a
hedge of an identifiable  foreign currency commitment or as a hedge of a foreign
currency  investment  position,  are  included in the results of  operations  as
incurred.

Fair value of financial  instruments  - For certain of the  Company's  financial
instruments,  including cash and cash equivalents,  prepaid  expenses,  accounts
payable and other accrued liabilities, and promissory note payable, the carrying
amounts approximate fair value due to their short maturities.

Earnings  per share - Basic  earnings or loss per share  ("EPS") is based on the
weighted average number of common shares outstanding and diluted EPS is based on
the weighted  average number of common shares  outstanding  and dilutive  common
stock  equivalents.  Basic EPS is computed by dividing  income/loss  (numerator)
applicable  to common  stockholders  by the  weighted  average  number of common
shares  outstanding  (denominator)  for the  period.  All  EPS in the  financial
statements  are basic EPS as  defined by SFAS No.  128,  "Earnings  Per  Share."
Convertible  securities  that could  potentially  dilute basic EPS in the future
such as options and warrants are not included in the  computation of diluted EPS
because to do so would be antidilutive.  All per share and per share information
are adjusted retroactively to reflect stock splits and changes in par value.

Stock-based  compensation - The Company  accounts for  stock-based  compensation
using the  intrinsic  value method  prescribed in  Accounting  Principles  Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Compensation
cost for stock  options,  if any, is measured as the excess of the quoted market
price of the  Company's  stock at the date of grant over the amount an  employee
must  pay to  acquire  the  stock.  SFAS  No.123,  "Accounting  for  Stock-Based
Compensation,"  established  accounting  and  disclosure  requirements  using  a
fair-value-based  method of accounting  for  stock-based  employee  compensation
plans.  The Company has elected to remain on its current method of accounting as
described above, and has adopted the disclosure requirements of SFAS No. 123. In
December  2002,  the FASB  issued  SFAS No.  148,  "Accounting  for  Stock-Based
Compensation - Transition and Disclosure, amending FASB No. 123, and "Accounting
for  Stock-Based  Compensation".  This  statement  amends  Statement  No. 123 to
provide alternative methods of transition for an entity that voluntarily changes
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  SFAS No.  148  amends  APB  Opinion  No.  28  "Interim  Financial
Reporting"  to require  disclosure  about  those  effects  in interim  financial
information.  The Company adopts the disclosure  provisions and the amendment to
APB No. 28 effective for interim periods beginning after December 15, 2002.


                                       42
<PAGE>

Had compensation expense for the Company's  stock-based  compensation plans been
determined under FAS No. 123, based on the fair market value at the grant dates,
the  Company's  pro forma net loss and pro forma net loss per share  would  have
been reflected as follows at December 31:


                                                    2005                2004
                                            ------------------- ----------------

Net loss
    As reported                             $       9,468,397        $ 1,844,826
    Stock-based employee compensation
        cost, net of tax                              130,000           -
                                            ------------------- ----------------
    Pro forma                               $       9,598,397        $ 1,844,826
                                            =================== ================

Loss per share
    As reported                             $            0.05       $       0.03
                                            =================== ================
    Pro forma                               $            0.05       $       0.03
                                            =================== ================


Comprehensive  income - The Company includes items of other comprehensive income
(loss)  by  their  nature,  such  as  translation  adjustments,  in a  financial
statement and displays the  accumulated  balance of other  comprehensive  income
separately from retained  earnings and additional  paid-in capital in the equity
section of the balance sheet. The Company  discloses total  comprehensive  loss,
its  components  and  accumulated  balances on its  statement  of  stockholders'
equity.

Concentration  of Credit Risk - The Company's  operations are currently in Tibet
and other areas of China.  If the Company was unable to derive any revenues from
its  current  business  operations,  it would  have a  significant,  financially
disruptive  effect  on the  operations  of the  Company.  Based  on the  current
economic  environment in China, the Company does not expect any material adverse
impact to its business, financial condition and results of operations.

Accounting  for Derivative  Financial  Instruments  Indexed to, and  Potentially
Settled  in,  a  Company's  Own  Stock - The  Company  accounts  for  derivative
financial  instruments indexed to, and potentially settled in, the Company's own
common shares as a liability in accordance  with paragraph 19 of Emerging Issues
Task Force ("EITF") Issue 00-19. For all contractual  arrangements for which the
Company does not have a sufficient  number of authorized and unissued shares and
the share settlement is not controlled by the Company, i.e. shareholder approval
is required to be obtained to increase the Company's  authorized shares in order
to  net-share  or  physically  settle a  contract,  the  Company is  required to
recognize  an asset or liability  measured at fair value.  Changes in fair value
are reported in earnings and  disclosed in the  financial  statements as long as
the  contracts  remain  classified  as  assets  or  liabilities.   If  contracts
classified as assets or liabilities are ultimately  settled in shares, any gains
or losses on those contracts are included in earnings.  The  classification of a
contract is re-assessed at each balance sheet date If the classification changes
as a result of events during the period,  the contract is reclassified as of the


                                       43
<PAGE>

date of the event  that  caused the  reclassification.  There is no limit on the
number of times a contract may be  reclassified.  If a contract is  reclassified
from  permanent  or temporary  equity to an asset or a liability,  the change in
fair value of the  contract  during the period the contract  was  classified  as
equity is accounted for as an adjustment to stockholders'  equity.  The contract
subsequently  is  marked  to fair  value  through  earnings.  If a  contract  is
reclassified from an asset or a liability to equity, gains or losses recorded to
account for the  contract at fair value  during the period that the contract was
classified as an asset or a liability should not be reversed.
Related  party  transaction  - A related  party is generally  defined as (i) any
person that holds 10% or more of the Company's  securities  and their  immediate
families,  (ii)  the  Company's  management,  (iii)  someone  that  directly  or
indirectly  controls,  is  controlled  by or is under  common  control  with the
Company,  or (iv)  anyone who can  significantly  influence  the  financial  and
operating  decisions of the Company. A transaction is considered to be a related
party  transaction when there is a transfer of resources or obligations  between
related parties.
Reclassifications - Certain of the comparative figures have been reclassified to
conform to the current period's presentation. Recent Accounting Pronouncements -
The Financial  Accounting Standards issued the following  pronouncements  during
2005,  none of which are expected to have a significant  affect on the financial
statements:

In June 2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections".  SFAS No. 154 replaces APB Opinion No. 20 "Accounting Changes" and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements". SFAS
No.  154  requires   retrospective   application  to  prior  periods'  financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change.  The adoption of SFAS No. 154 will not have any impact on the  Company's
consolidated financial statements.

NOTE 2 - MINERAL PROPERTIES

On November 5, 2004, the Company and Highland  Shareholders entered into a Share
Exchange  Agreement whereby the Company agreed to issue 85,000,000 of its common
shares from treasury and an Agreement to Issue Shares for issuance of 65,000,000
of the Company's common shares in exchange for 50% of the issued and outstanding
shares of  Highland  held by  Highland  Shareholders,  pursuant to the terms and
conditions hereafter set forth:

   1.     If Highland  Shareholders are unable to enter into a binding agreement
          on a share purchase and sale transaction (the "Definitive  Agreement")
          with Continental Minerals Corp.  ("Continental"),  a company listed on
          the Toronto  Venture  Exchange,  to sell and transfer the other 50% of
          the issued and outstanding shares of Highland (the "Remaining Shares")
          to Continental on or before March 30, 2005 (the "Outside Date"), or if
          either  or  both  Continental  and  Highland  Shareholders  decide  to
          terminate  the  Definitive   Agreement   pursuant  to  the  terms  and
          conditions therein on or before the Outside Date, then unless Highland
          Shareholders and the Company  otherwise agree,  Highland  Shareholders
          shall  sell and  transfer  the  Remaining  Shares to the  Company at a
          nominal  price,  pursuant to the same terms and  conditions  contained
          hereunder as applicable to the parties then.

   2.     Highland Shareholders have direct or indirect rights or options to, or
          interests in, (the rights,  options and interests  together are called
          ("Additional  Rights"))  25 mineral  prospects  (including  Xietongmen
          Copper-Gold  Property) in Tibet, China (the "Additional  Properties"),
          subject to terms and conditions and regulatory  requirements  attached
          to the Additional Rights. Highland Shareholders agreed to transfer and
          assign, or shall cause to be transferred and assigned,  to the Company
          the Additional  Rights for $1.00,  subject to terms and conditions and
          regulatory  requirements  attached  thereto,  and terms and conditions
          herein.


                                       44
<PAGE>

The Company also issued an Agreement to Issue Shares for 9,639,000 common shares
as finder's fee for the transaction.

Highland fully and legally owns Tianyuan Mineral Exploration Ltd.  ("Tianyuan"),
as a wholly  owned  foreign  enterprise  ("WOFE")  registered  in Tibet,  China,
incorporated  pursuant to relevant Chinese laws and regulations,  which holds an
exploration license covering Xietongmen  Copper-Gold Property located near Xiong
Village, Xietongmen County, Shigatse area, Tibet Autonomous Region, China.

On December 23, 2004,  Highland  shareholders  entered into an option  agreement
with  Continental.   Continental  can  earn  50%  interest  of  the  issued  and
outstanding  shares of  Highland  by  agreement  to pay  $2,000,000  to Highland
shareholders and investment of $3,000,000 and $2,000,000 by November 5, 2005 and
November  5,  2006  respectively  in  Highland  to fund the  exploration  of the
Xietongmen  Copper-Gold  Property.  Continental  may earn a  further  10% of the
issued  and  outstanding  shares  of  Highland,  through  the  investment  of an
additional $3,000,000 by November 5, 2007 in Highland to fund exploration of the
Xietongmen  Copper-Gold  Property. If Continental exercises its option to earn a
further 10% equity  interest in Highland  by  fulfilling  the related  terms and
conditions,  the Company  shareholding in Highland will be reduced to 40%. As of
the  date of  issuance  of  these  financial  statements,  Continental  has paid
Highland  shareholders  $2,000,000 and funded  $3,000,000 for the exploration of
the Xietongmen Copper-Gold Property. (See Note 8)

Under the  Shareholders  Agreement dated December 23, 2004 between  Continental,
the Company and other  related  parties,  Continental  will manage  Highland and
Tianyuan during the option period. Once the option is exercised, further funding
of Highland  would be  proportional  to interests  held in the  project,  with a
proportionate  reduction in the  shareholdings of any shareholder which fails to
match the funding of the others. If the other parties' shareholdings in Highland
fall  below  15%,  those  parties  may elect to  convert  their  holdings  to an
entitlement of 12.5% of the after pay-back profit of Highland.

Net investment in Highland at December 31, 2005 follows:

Historical cost of 500,000 shares of Highland Mining Inc.             $ 800,000
Equity in undistributed losses of investee company                     (800,000)
                                                                ----------------
Investment in equity                                                        $ -
                                                                ================

In March and April 2005,  the Company  signed Lease and Option  Agreements  with
three private  companies in China to acquire 60% to 80% equity  interest in nine
mineral  properties in Tibet,  China  through  spending a minimum of $200,000 to
$400,000  on each of these  properties  each  year for a two- year  period.  The
Company has committed to spend  approximately  $1.75 million in total on four of
these  mineral  properties  in  year  2005.  Up  to  December  31,  2005,  total
exploration  expenses  incurred by the Company on these four mineral  properties
were $1,678,204, which can be summarized as follows:



                                       45
<PAGE>

<TABLE>
<CAPTION>

                          Banongla       Donggapu       Tangbai      Zemuduola        Total
-------------------------------------------------------------------------------------------------
<S>                      <C>               <C>          <C>            <C>           <C>

Assay                             $ -        $ 2,157       $ 3,168       $ 2,561         $ 7,886
Drilling                            -         94,713        92,170       143,297         330,180
Geological survey             109,173        159,536        73,972        88,728         431,409
Geophysical                         -        126,461        64,488        51,680         242,629
Miscellaeous                    9,074         36,222        12,483        67,256         125,035
Road construction                   -         77,030             -       110,101         187,131
Surface and adit work               -         86,180        29,125        71,333         186,638
Travel                          4,707         14,820        10,288        26,012          55,827
Wages and benefits              2,804         34,996        11,514        62,155         111,469
                        -------------------------------------------------------------------------
                            $ 125,758      $ 632,115     $ 297,208     $ 623,123     $ 1,678,204
                        =========================================================================
</TABLE>

NOTE 3 - FIXED ASSETS

Fixed assets consist of the following:

Furniture and office equipment                                 $       1,155
Computer equipment                                                    24,041
Computer software                                                      1,014
                                                               -----------------
                                                                      26,210
Less : accumulated depreciation                                       12,588
                                                               -----------------
                                                               $      13,622
                                                               =================

NOTE 4 - RELATED PARTY TRANSACTIONS

Consulting fees

During the years ended December 31, 2005 and 2004, and the period from inception
to December 31, 2005,  the Company  incurred  consulting  fees of  approximately
$219,000,  $319,000,  and  $779,000,  respectively,  to  certain  directors  and
officers of the Company.  The Company has a consulting agreement with a director
of the Company for his services at $3,000 per month until December 31, 2005. The
Company  has a  consulting  agreement  with an  officer of the  Company  for his
consulting  services at C$6,000 per month until December 31, 2005 and at C$7,000
until January 12, 2007, respectively.

Promissory note payable

The Company  executed a promissory note for $100,000 with interest at 0% thereon
to a company controlled by Zhi Wang, a Director and Chairman of the Company. The
note was due for  payment on May 15,  2005.  The Company has the right to prepay
the note in whole or in part at any time without  premium or penalty.  The funds
were obtained to further  support  working  capital  requirements.  The note was
repaid in January 2005.


NOTE 5 - INCOME TAXES

There is no current or deferred  tax expense  for the years ended  December  31,
2005 and  2004,  due to the  Company's  loss  position.  The  Company  has fully
reserved for any benefits of these  losses.  The  deferred tax  consequences  of
temporary  differences in reporting items for financial statement and income tax
purposes are recognized, as appropriate.  Realization of the future tax benefits
related to the deferred tax assets is dependent on many  factors,  including the
Company's ability to generate taxable income within the net operating loss carry
forward  period.  Management  has  considered  these  factors  in  reaching  its
conclusion as to the valuation allowance for financial  reporting purposes.  The
income tax effect of temporary differences comprising the deferred tax assets on
the accompanying balance sheet is as follows:


                                       46
<PAGE>

Deferred tax assets resulting from:               2005              2004
                                            ----------------- -----------------
   Net operating loss carryforwards         $         802,000 $      944,000
    Capital loss carryforward                         448,000        448,000
Valuation allowance                               (1,250,000)    (1,392,000)
                                            ----------------- -----------------
Net deferred tax assets                                     -              -
                                            ================= =================

The Company has  available  net operating  loss  carryforwards  and capital loss
carryforwards of approximately $2,300,000 and $1,280,000,  respectively, for tax
purposes to offset  future  taxable  income which expire  through 2025 and 2006,
respectively.  Pursuant to the Tax Reform Act of 1986, annual utilization of the
Company's net operating loss carryforwards may be limited if a cumulative change
in ownership of more than 50% is deemed to occur within any three-year period.

The difference  between income taxes at statutory rates and the amount presented
in the financial  statements for the years ended December 31, 2005 and 2004, and
cumulative from inception, is a result of the following approximated amounts:

<TABLE>
<CAPTION>

                                                                                                              Cumulative
                                                                         2005                2004           From Inception
                                                                 ------------------- ------------------- -------------------
<S>                                                              <C>                 <C>                 <C>

Statutory federal income tax rate - expense (benefit)            $         170,000   $        627,000          1,250,000
Change in valuation allowance                                             (170,000)           (627,000)       (1,250,000)
                                                                 ------------------- ------------------- -------------------
                                                                                 -                  -                  -
                                                                 =================== =================== ===================
</TABLE>


NOTE 6 - STOCKHOLDERS' EQUITY

COMMON STOCK

Private Placement

Upon the completion of the non-brokered  private  placement in the first quarter
of 2005 for  48,000,000  units  subscribed  for at $0.05 per unit,  the  Company
issued 48,000,000 units consisting of one common share and one  non-transferable
share purchase warrant (Series "E" Warrant) entitling the holder to purchase one
common  share for two years at $0.08 per share in the first year or $0.25 in the
second year.  The Company also issued  3,360,000  shares as finders' fee for the
transaction.


Potential Shares to be Issued

Before the Annual  General  Meeting held on December  30, 2005,  the Company had
potential shares to be issued under contractual arrangements that were in excess
of the  authorized  share  capital of the  Company.  During  2005,  the  Company
accounted for the fair value of the potential  shares to be issued as an expense
with an offset to current  liabilities  with  revaluations  at each quarter end.
Changes in fair value are  reported in earnings  according  to  paragraph  19 of
Emerging  Issues Task Force ("EITF") Issue 00-19.  Upon the approval of increase
in authorized share capital on December 30, 2005 (see Note 1), the fair value of
these potential shares (43,200,375) to be issued under contractual arrangements,
mainly from  outstanding  warrants and options,  was  re-allocated  from current
liability to stockholders' equity.


                                       47
<PAGE>

The fair  value of the  potential  shares to be issued was  estimated  using the
Black-Scholes option pricing model with weighted average assumptions as follows:


Risk free interest rate                                      3.48% to 3.94%
Expected life of warrants and options in years           0.20 to 0.75 years
Expected volatility                                        62.04% to 82.10%
Dividend per share                                                    $0.00

STOCK OPTIONS

On December 21,  2005,  the Company  granted an  aggregate  of  1,000,000  stock
options to an employee and 200,000  stock  options to two  consultants,  with an
exercise  price of $0.12 per  share,  expiring  3 years  from the date of grant,
being vested immediately.  The Company recorded stock based compensation expense
of $26,000. The weighted average fair value of the options granted was estimated
at $0.13 by using the  Black-Scholes  Option  Pricing  Model with the  following
weighted average assumptions: dividend yield of 0%, expected volatility of 155%,
risk-free interest rates of 3.85%, and expected lives of three years.

As of  December  31,  2005,  there  are  2,200,000  stock  options  outstanding;
1,000,000  exercisable  at $0.10 by August 01,  2006 and  1,200,000  at $0.12 by
December 21, 2006 respectively.  5,000,000 stock options at an exercise price of
$0.40 each expired on May 31,  2005.  No options were  canceled,  forfeited,  or
exercised during the year ended December 31, 2005. The weighted average exercise
price of the  options  outstanding  and  exercisable  is $0.11 and the  weighted
average remaining contractual life is 1.93 years.

STOCK PURCHASE WARRANTS

The  outstanding  stock  purchase  warrants  as of  December  31,  2005  can  be
summarized as follows:-

<TABLE>
<CAPTION>

                      Number                    Exercise price                     Expiry
  Warrants         outstanding                  for each share                      date
<S>             <C>                  <C>                                    <C>
Series "D"                 200,375                                  $0.75   September 30, 2006
Series "E"              42,000,000   $0.08 on or before March 14, 2006      March 14, 2007
                                     or $0.25 thereafter
                -------------------
                        42,200,375
                ===================
</TABLE>



During the year ended  December 31, 2005,  3,040,000  Series "B" and  15,849,625
Series  "C"  Warrants  were  expired  and  6,000,000  Series "E"  warrants  were
exercised.


                                       48
<PAGE>

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Mineral Properties

The  Company  has  direct and  indirect  rights to earn  interest  in 46 mineral
properties.  The  Company  is  required  by the  Chinese  authority  to  spend a
specified  minimum  amount on a mineral  property on a yearly  basis in order to
renew  the  exploration  permit  on that  property.  The  Company  has to  incur
approximately  $1.7 million each year for  maintaining  the related  exploration
permits.  The Company is also  required to reimburse  the  previous  exploration
expenditures  incurred by the Chinese regulatory authority in a mineral property
if the Company decides to have commercial  mining of that property.  The Company
has to pay  approximately  $13.4 million to the Chinese  authority if all the 46
mineral properties are put into commercial production.

Operating Leases

In December  2003,  the Company  entered  into a lease for office  space under a
non-cancelable  operating lease for a term of 3 years beginning January 2004 and
expiring on December 31, 2006, with two free months rent.  Future commitment for
the year 2006 is $27,000.

Consulting Agreements

The Company has a  consulting  agreement  with a director of the Company for his
services  at $3,000  per month  until  December  31,  2005.  The  Company  has a
consulting  agreement with an officer of the Company for his consulting services
at C$6,000 per month until  December 31, 2005 and at C$7,000  until  January 12,
2007  respectively.  The  Company  also  has a  consulting  agreement  with  two
geologists for their consulting  services at C$3,200 and C$3,500 per month until
December 31, 2005 and C$3,500 and C$3,800 until December 31, 2007, respectively

Stock Options and Warrants (See details in Note 6)


NOTE 8 - SUBSEQUENT EVENTS

Common stock issued:

   o     On January 27, 2006, the Company issued 65,000,000 and 9,639,000 shares
         against the Agreement to Issue Shares as part of the  consideration for
         acquisition  of 50% interest in Highland and the related  finder's fee,
         respectively. See details in Note 2.

   o     On March 14, 2006,  42,000,000 Series  "E" warrants  were exercised  at
         $0.08 each for cash of $3,360,000.


Investment in Mineral Properties

   o      As of the date of issuance of these financial statements,  Continental
          has  funded  an  additional  $2,000,000  for  the  exploration  of the
          Xietongmen Copper-Gold Property to earn the 50% interest of the issued
          and outstanding shares of Highland. See details in Note 2.


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<PAGE>


                                   SIGNATURES

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

Date:    March 28, 2006                     GREAT CHINA MINING INC.

                                            By: /s/ Anthony Garson
                                                ----------------------------
                                                Anthony Garson
                                                President


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



/s/ Anthony Garson             President and Director           March 28, 2006
-------------------------
Anthony Garson


/s/ Jie Yang                   Vice President & Director        March 28, 2006
-------------------------
Jie Yang


/s/ Zhi Wang                   Director & Chairman              March 28, 2006
-------------------------
Zhi Wang


/s/ Jing Wang                  Director                         March 28, 2006
-------------------------
Jing Wang


/s/ Xiaojun Ma                 Director                         March 28, 2006
-------------------------
Xiaojun Ma


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