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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB



|[X]   | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED May 31, 2005                                             
|      |                                                                                         
|      | OR                                                                                      
|      |                                                                                         
|[   ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|      | For the transition period from to                                                       

COMMISSION FILE NUMBER 333-112266

HIGH GRADE MINING CORP.



|NEVADA                                                         | N/A                                 
|-------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)

885 Pyrford Road
West Vancouver, British Columbia
Canada V7S 2A2
(Address of principal executive offices)

(604) 925-0220
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 [   ]

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PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

HIGH GRADE MINING CORPORATION

BALANCE SHEETS(Unaudited)
(Stated in U.S. Dollars)



|                                                 | MAY 31                 | NOVEMBER 30                                  
|------------------------------------------------ | ---------------------- | ---------------------------------------------
|                                                 | 2005                   | 2004                                         
|ASSETS                                           |                        |                                              
|                                                 |                        |                                              
|Current                                          |                        |                                              
|                                                 | Cash                   | $                                            
|                                                 |                        | 51,687                                       
|                                                 |                        |                                              
|LIABILITIES                                      |                        |                                              
|                                                 |                        |                                              
|Current                                          |                        |                                              
|                                                 | Accounts payable       | $                                            
|                                                 | Loan payable           |                                              
|                                                 | Due to related parties |                                              
|                                                 |                        | 436                                          
|                                                 |                        |                                              
|STOCKHOLDER'S EQUITY                             |                        |                                              
|                                                 |                        |                                              
|Share Capital                                    |                        |                                              
|                                                 | Authorized:            |                                              
|                                                 |                        | 100,000,000 common shares with a par value of
|                                                 |                        | $0.00001 per share                           
|                                                 | Issued:                |                                              
|                                                 |                        | 6,020,000 common shares at May 31, 2005 and  
|                                                 |                        | 5,000,000 common shares at November 30, 2004 
|                                                 |                        |                                              
|Additional Paid in Capital                       |                        | 101,990                                      
|                                                 |                        |                                              
|Subscription Received                            |                        | -                                            
|                                                 |                        |                                              
|Deficit Accumulated During The Exploration Stage |                        | (50,799)                                     
|                                                 |                        | 51,251                                       
|                                                 |                        |                                              
|                                                 | $                      | 51,687                                       

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HIGH GRADE MINING CORPORATION

STATEMENTS OF OPERATIONS(Unaudited)
(Stated in U.S. Dollars)





|                           |                           |         |           |        | CUMULATIVE 
|-------------------------- | ------------------------- | ------- | --------- | ------ | -----------
|                           |                           |         |           |        | PERIOD FROM
|                           | THREE                     | THREE   | SIX       | SIX    | INCEPTION  
|                           | MONTHS                    | MONTHS  | MONTHS    | MONTHS | JUNE 10    
|                           | ENDED                     | ENDED   | ENDED     | ENDED  | 2003 TO    
|                           | MAY 31                    | MAY 31  | MAY 31    | MAY 31 | MAY 31     
|                           | 2005                      | 2004    | 2005      | 2004   | 2005       
|                           |                           |         |           |        |            
|Revenue                    | $                         | -       | $         | -      | $          
|                           |                           |         |           |        |            
|                           |                           |         |           |        |            
|Expenses                   |                           |         |           |        |            
|                           | Interest and bank charges | 105     |           | -      |            
|                           | Professional fees         | 6,793   |           | 85     |            
|                           | Transfer and filing fees  | 229     |           | -      |            
|                           | Mineral claim payment     | -       |           | -      |            
|                           | Office and sundry         | 304     |           | 115    |            
|                           |                           |         |           |        |            
|Net Loss For The Period    |                           | (7,431) | $         | (200)  | $          
|                           |                           |         |           |        |            
|                           |                           |         |           |        |            
|Basic And Diluted          |                           |         |           |        |            
|                           | Net Loss Per Share        | $       | (0.01)    | $      | (0.01)     
|                           |                           |         |           |        |            
|                           |                           |         |           |        |            
|Weighted Average Number Of |                           |         |           |        |            
|                           | Shares Outstanding        |         | 5,680,000 |        | 5,680,000  







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HIGH GRADE MINING CORPORATION

STATEMENTS OF CASH FLOWS(Unaudited)
(Stated in U.S. Dollars)



|                             |                         |         |         |         | CUMULATIVE 
|---------------------------- | ----------------------- | ------- | ------- | ------- | -----------
|                             |                         |         |         |         | PERIOD FROM
|                             | THREE                   | THREE   | SIX     | SIX     | INCEPTION  
|                             | MONTHS                  | MONTHS  | MONTHS  | MONTHS  | JUNE 10    
|                             | ENDED                   | ENDED   | ENDED   | ENDED   | 2003 TO    
|                             | MAY 31                  | MAY 31  | MAY 31  | MAY 31  | MAY 31     
|                             | 2005                    | 2004    | 2005    | 2004    | 2005       
|Cash Flows used by Operating |                         |         |         |         |            
|Activities                   |                         |         |         |         |            
|                             | Net loss for the period | $       | (7,431) | $       | (200)      
|                             |                         |         |         |         |            
|Adjustments To Reconcile Net |                         |         |         |         |            
|Loss To Net Cash Used By     |                         |         |         |         |            
|Operating Activities         |                         |         |         |         |            
|                             |                         |         |         |         |            
|                             | Accounts payable        |         | (2,305) |         | (981)      
|                             |                         | (9,736) |         | (1,181) |            
|                             |                         |         |         |         |            
|Cash Flows From Financing    |                         |         |         |         |            
|Activities                   |                         |         |         |         |            
|                             | Issue of share capital  |         | -       |         | -          
|                             | Loan payable            |         | -       |         | -          
|                             | Due to related parties  |         | -       |         | 1,400      
|                             |                         | -       |         | 1,400   |            
|                             |                         |         |         |         |            
|Increase In Cash             |                         | (9,736) |         | 219     |            
|                             |                         |         |         |         |            
|Cash, Beginning Of Period    |                         | 61,423  |         | 194     |            
|                             |                         |         |         |         |            
|Cash, End Of Period          | $                       | 51,687  | $       | 413     | $          







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HIGH GRADE MINING CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY

PERIOD FROM INCEPTION, JUNE 10, 2003 TO MAY 31, 2005(Unaudited)
(Stated in U.S. Dollars)





|                           | COMMON STOCK |       | DEFICIT    |              
|-------------------------- | ------------ | ----- | ---------- | -------------
|                           | NUMBER       |       |            |              
|                           | OF           |       | ADDITIONAL |              
|                           | COMMON       | PAR   | PAID-IN    | SUBSCRITPTION
|                           | SHARES       | VALUE | CAPITAL    | RECEIVED     
|                           |              |       |            |              
|Shares issued for cash at  |              |       |            |              
|$0.00001                   | 5,000,000    | 50    | -          | -            
|Loss for the period        | -            | -     | -          | -            
|Balance, November 30, 2003 | 5,000,000    | 50    | -          | -            
|Subscriptions received     | -            | -     | -          | 38,500       
|Net loss for the year      | -            | -     | -          | -            
|Balance, November 30, 2004 | 5,000,000    | 50    | -          | 38,500       
|Shares issued for cash at  |              |       |            |              
|$0.10                      | 1,020,000    | 10    | 101,990    | (38,500)     
|Net loss for the period    | -            | -     | -          | -            
|Balance, May 31, 2005      | 6,020,000    | 60    | 101,990    | -            
|                           |              |       |            |              

















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HIGH GRADE MINING CORPORATION

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2005(Unaudited)
(Stated in U.S. Dollars)



1. BASIS OF PRESENTATION
2. MINERAL CLAIM INTEREST















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ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS

We are a start-up, exploration stage  corporation  and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion.  This means that there is  substantial  doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals.  Accordingly, we must raise cash from sources other than the sale of minerals found on the property.  On December 15, 2004, we completed our public offering and raised $102,000.  We now have sufficient funds to operate for twelve months.  Our future success or failure will be determined by what we find under the ground.  Since we do not know what we will find under the ground, we cannot tell you if we will be successful.  We have not begun exploration of the property because of in climate weather.

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we did not raise all of the money we need from our public offering to complete our exploration of the property, we will have to find alternative sources,  like a  second public offering, a private placement of securities, or loans from our officers or others.

Our sole officer and director is unwilling to make any commitment to loan us any money at this time, but will reconsider if mineralized material is discovered.  His unwillingness to loan us additional money at this time is simply because he doesn't want to.  At the present time, we have not made any arrangements to raise additional cash, other than through this offering.  If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.   Other than as described in this paragraph, we have no other financing plans.

We will be conducting research in  the form of exploration of the property.  Our exploration program is explained in as much detail as possible in the business section of our prospectus.  We are not going to buy or sell any plant or significant equipment during the next twelve months.  We will not buy any equipment until have located a body of ore and we have determined it is economical to extract the ore from the land.

We do not intend to interest other companies in the property if we find mineralized materials.  We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we don't have enough money, we will cease operations until we raise more money.  If we can't or don't raise more money, we will cease operations.  If we cease operations, we don't know what we will do and we don't have any plans to do anything.

We do not intend to hire additional employees at this time.  All of the work on the property will be conduct by unaffiliated independent contractors that we will hire.  The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation.  The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

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Milestones

The following are our milestones:

1. 0-30 days after weather permits, we will retain our consultant to manage the exploration of the property. - Cost $15,000.  Time of retention 0-90 days.
2. 30-120 after weather permits. -  Core drilling.  Core drilling will cost $20.00 per foot.   The number of holes to be drilled will be dependent upon the amount raised from the offering.  Core drilling we be subcontracted to non-affiliated third parties.  We estimate that we will drill 5 holes. Time to conduct the core drilling - 90 days.
3. 120-150 days after weather permits.  Have independent an third party analyze the samples from the core drilling.  Determine if mineralized material is below the ground.  If mineralized material is found, define the body.   We estimate that it will cost $10,000 to analyze the  core samples and will take 30 days.

All funds for the foregoing activities have been obtained from our public offering.

Limited Operating History; Need for Additional Capital

There is  no historical financial information about us upon which to base an evaluation of our performance.  We are an exploration stage corporation  and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct into the research and exploration of our properties before we  start  production of any minerals we may find. We are seeking equity financing  to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms.  If  financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on June 10, 2003

We acquired the right to conduct exploration activity on one mineral claim.  We have staked the property and will begin our exploration plan as soon as weather permits us to do so.





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Since inception, we have used a loan from Robert Baker, our sole officer and director and from Ms. Kathrine MacDonald to stake the property, to incorporate us, and for legal and accounting expenses.  Net cash provided by Mr. Baker and Ms. MacDonald from inception on June 10, 2003 to May 31, 2005 was $436.  The loan is not evidenced by any written instrument and is to be repaid only in the event that mineralized material is found on the property.   The loan will not be repaid from the proceeds from our public offering.  It will only be repaid from subsequent funds received from operations.

On December 15, 2004, we completed our public offering and raised $102,000.

Liquidity and Capital Resources

As of the date of this registration statement, we have yet to generate any revenues from our business operations.

We issued 5,000,000 shares of common stock through a Section 4(2) offering in June 2003.  This was accounted for as a purchase of common stock.  On December 15, 2004 we sold 1,020,000 shares of common stock pursuant to section 5 of the Securities Act of 1933 in a public offering.  This was accounted for as a purchase of common stock.

As of May 31, 2005, our total assets were $51,687 and our total liabilities were $436.

ITEM 3.     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Robert Baker, our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the  Exchange Act )) as of the end of the period covered by this quarterly report (the  Evaluation Date ).  Based on such evaluation, he has concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting us on a timely basis to material information required to be included in our reports filed or submitted under the Exchange Act.

Changes in Internal Controls

There were no significant changes in our internal controls or, to the Company's knowledge, in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the date the Company carried out this evaluation.









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PART II - OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

On August 18, 2004, our public offering was declared effective by the SEC (SEC file no. 333-112266).  On December 15, 2004 we completed our public offering and sold 1,020,000 shares of common stock and raised $102,000.  There was no underwriter involved in our public offering.  From the proceeds of the public offering we paid the following through February 28, 2005:



|Gross proceeds    | $ | 102,000
|----------------- | - | -------
|Offering expenses | $ | 25,106 
|Net proceeds      | $ | 76,894 



|Consulting Services | $ | 0    
|------------------- | - | -----
|Core Drilling       | $ | 0    
|Analyzing Samples   | $ | 0    
|Telephone           | $ | 0    
|Mail                | $ | 80   
|Stationary          | $ | 209  
|Accounting          | $ | 3,118
|Office Equipment    | $ | 370  
|SEC filing          | $ | 0    
|Secretary           | $ | 0    

From the proceeds, we spent $1,790 on travel and $3,452 for miscellaneous office expenses.  The foregoing were changes in the use of proceeds described in the registration statement.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

(a)   The following Exhibits are attached hereto:



| | Exhibit No. | Document Description                                                                                                                                                                          
| | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |                                                                                                                                                                                               
| | 31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
|
| | 32.1        | Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of 2002.                

(b)   Reports on Form 8-K

The Company filed no reports on Form 8-K during the three month period ended May 31, 2005.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of June, 2005.



| | HIGH GRADE MINING CORP.
| | -----------------------
| | (Registrant)           
| |                        
| | BY:                    
| |                        
| |                        

























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