UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-KSB  (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31,
2007  ( ) TRANSITION REPORT PURSUANT TO SECTION 13
or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)  For the transition period from ___________
to ___________  Commission File Number: 000-51232   VALLEY HIGH MINING COMPANY (Exact name of small business issuer
as specified in its charter)  NEVADA
68-0582275(State of
incorporation)
(I.R.S. EMPLOYER ID
NO.)3098 South Highland
Drive, Suite #323Salt Lake City,
Utah
84106-6001(Address of
principal executive offices)
(Zip
Code)(801) 467-2021
(Issuer's telephone number, including area
code)  Securities registered under Section 12(b) of
the Act: None Name of Each Exchange on Which Registered:
None  Securities
registered under Section 12(g) of the Act: Common Capital
Voting Stock, $0.001 par value per share (Title of
Class) Check whether the issuer is not required to file all
reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]  Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 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 the 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] The issuer is not aware of any delinquent filers.    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:
$ N/A  State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and asked price of
such common equity, as of a specified date within the past 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)  As of the close of business on December 31, 2007, the
Company's fiscal year-end, and, as of the date of this annual report, the
aggregate market value of the voting stock held by non-affiliates, an amount
consisting of a total of 281,346 shares, was undeterminable and is considered to
be zero ($0.00). This is because while the Company does have an OTCBB symbol,
namely, VHMC.OB, there has been limited trading activity in the Company's stock
since it received its symbol in 2006. Given that the last trade in the Company's
securities occurred on February 29, 2007 and involved a mere 143 shares at 21
cents per share, the Company does not believe that the market for the Company's
securities could absorb or withstand a several thousand share sell order and
therefore, the Company believes it is most reasonable and conservative to
consider the shares held by non-affiliates at a value of zero as aforesaid. This
is not to ignore that no common equity stock was sold by the Company during the
fiscal year from which an alternative computation could be made under the
above-formula.  (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)  Not applicable  (APPLICABLE ONLY TO CORPORATE
REGISTRANTS)  State the number of shares outstanding of each of the
issuer's classes of common equity, as of the last practicable date: As of the date of this document, the Issuer had 5,281,346
common capital shares issued and outstanding of which 5,000,000 are
"restricted."  DOCUMENTS INCORPORATED BY
REFERENCE None.  Transitional Small Business Disclosure Format (Check one:
Yes ___; No _X_.  NOTICE AND DISCLAIMER REGARDING
FORWARD-LOOKING STATEMENTS  Certain matters discussed herein may be forward-looking
statements that involve a variety of risks and uncertainties. In this regard,
reference is made to the "Risk Factors" section below. Such disclosure purports
or attempts to list and describe a variety of risk factors that we believe are
material to a person investing or considering investing in us.  In light of the risks involved with or facing us, actual
results may differ materially or considerably from those projected, implied or
suggested. As a result, any forward-looking statements expressed herein are
deemed to represent our best judgment as of the date of this filing. We do NOT
express any intent or obligation to update any forward-looking statement because
we are unable to give any assurances regarding the likelihood that, or extent to
which, any event discussed in any such forward-looking statement contained
herein may or may not occur, or that any effect from or outcome of any such
forward-looking event may or may not bear materially upon our future business,
prospects, plans, financial condition or our plan of operation.   2    TABLE OF
CONTENTS  RISK
FACTORS 4 PART
I 11 ITEM 1.
DESCRIPTION OF BUSINESS. 11 ITEM 2.
DESCRIPTION OF PROPERTY. 20 ITEM 3. LEGAL
PROCEEDINGS. 23 ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS AND REPORTS TO
SHAREHOLDERS.24 PART
II 24 ITEM 5. MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.24 ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 26 ITEM 7.
FINANCIAL STATEMENTS. 38 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.51 ITEM 8A. CONTROLS AND PROCEDURES. 51 ITEM 8B. OTHER INFORMATION. 51 PART III 51 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.51 ITEM 10. EXECUTIVE COMPENSATION. 53 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.54 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.54 ITEM 13. EXHIBITS. 55 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT AND
NON-AUDIT FEES56 SIGNATURES 56      3    RISK FACTORS  Any person investing or considering investing in the
securities of Valley High Mining Company ("Valley High" or "Company") should
consider the following material risks before an investment is made in us. If any
one or more of these risks happen, our business, results of operations, or
financial condition may be significantly impaired or otherwise adversely
affected. There may also be a concomitant adverse effect on the value of our
securities and anyone investing or seeking to invest in our securities may lose
part or all of his or her investment.  In general, these material risks include but are not
limited to, our limited operating history, our limited capital and need for a
mineral exploration partner or joint venturer to finance and supervise a bona
fide mineral exploration program, the relative inexperience of management in the
precious metals exploration industry, our ability or inability to promote and
explore our mineral claims (the "North Beck Claims"), the cost of exploration of
the North Beck Claims (costs which may include cleaning and dewatering of old
mine workings and drilling for favorable or prospective mineralization),
regulation of the mining industry as a whole, environmental concerns and
compliance costs with respect to mineral exploration activities (the costs of
which cannot be determined or assessed at any one time), our dependence upon
outside mining or other experts, our dependence on the price of silver, lead,
gold and other precious metals, our ability or inability to locate and
consummate business opportunities that would be in the best interests of the
shareholders, competition from other or similar companies and businesses looking
for the same or similar partnerships and joint venture relationships, and,
general economic conditions.  We need mining partners and joint venturers to pursue our
business plan and have no revenues at this time nor do we anticipate having any
in the near future. Non-arms length transactions with related parties have
occurred relative to our mineral claims and may occur in the future. Most
importantly, we do NOT anticipate paying any dividends on our common stock.  Investment in our securities should be considered highly
speculative. We have no recent operating history and are subject to all of the
risks inherent in developing a business enterprise.  Because our securities involve a high degree of risk, the
reader is cautioned to carefully read this document and to consider all of the
factors and financial data that are so disclosed. The following constitutes an
effort to itemize the material risk factors involving us and our minerals
exploration endeavors. The following is a list of all the material risks that we
are aware of and that are involved in investing in us.  1.  EXPLORATION STAGE COMPANY/LACK OF RECENT
OPERATING HISTORY OR RESULTS. We are an exploration stage company. An
exploration stage corporation is one engaged in the search for mineral deposits
(reserves) which are not in either the development or production stage. Although
formed in 1979, we have not actively engaged in any mining or energy-related
activities since the mid-1980's when we exhausted the funds we had raised in a
public offering we undertook in 1980. Instead, all of our recent activities have
been related to reemergence from a dormant stage, restructuring,
recapitalization, changing our domicile to Nevada, our subsequent acquisition,
by lease agreement, of the North Beck Mining Claims located in the Tintic Mining
District of Juab County, Utah. Businesses that are starting up or in their
initial stages of development present substantial business and financial risks
and suffer significant losses from which they may not recover. We will face all
of the challenges of a new business enterprise. Because we are in the
exploration stage, there is little, if any, history on which to judge our
financial condition or potential success.  We have had NO recent operating history as a mineral
exploration company; therefore, we are dependant on new management for the
implementation of our new business plan. We will likely rely on consultants and
independent contractors in our exploratory stages to implement our business
plan.  2. WE HAVE NO CURRENT MINERAL EXPLORATION OPERATIONS OF
ANY KIND AND DO NOT INTEND TO ENTER INTO THE MINE MANAGEMENT BUSINESS.
Currently, we have no actual exploratory or other mineral exploration operations
of any kind other than our current engaging in the necessary "prep" work
required by us to be in a position to approach joint venture partners with a
written exploration plan or proposal. Furthermore, because of the current lack
of funding necessary to engage in an actual drilling exploration program, we
have no immediate plans or other ability to implement and carry out any specific
drilling exploratory activity. At such time as we do, if we do, and if
partnership or joint venture resources and funding become available for such  4    purpose, we will assume all of
the risks and liabilities of any enterprise engaging in mineral exploration
activity, activity that is highly risky, expensive and inherently dangerous. In
addition, current management, who lacks direct mineral exploration experience,
does NOT intend to have us enter into the mine or minerals exploration
management business and if partnership resources do become available for the
implementation of a mineral exploration program on our mineral claims, we will
rely on other mineral and mining experts and their employees and advisors or
consultants to carry out and implement such a program.  3. NO ASSURANCE CAN BE GIVEN THAT A COMMERCIALLY VIABLE
MINERAL DEPOSIT EXISTS ON THE NORTH BECK CLAIMS ACQUIRED BY US BY LEASE
AGREEMENT. As disclosed further below, our only mineral property consists of the
North Beck Claims located adjacent to and west of the town of Eureka, Utah,
mineral claims acquired by us in 2004 by lease agreement. Because of the lack of
recent exploratory activity and other meaningful or recent geologic information
concerning the North Beck Claims, we can make NO assurance whatsoever that a
viable mineral deposit of any kind exists on the North Beck Claims.  4. INHERENT RISKS OF MINERALS EXPLORATION/MINERAL
EXPLORATION IS HIGHLY SPECULATIVE, EXPENSIVE AND FREQUENTLY NON-PRODUCTIVE.
Though we currently lack the funding and other resources necessary to implement
a mineral exploration program, the reader or investor should know that if we do
obtain sufficient resources for such purposes, mineral exploration has many
significant and inherent risks, any one of which may prevent ultimate success,
not the least of which is the fact that significant mineralization may not be
encountered. Not only is mineral exploration highly speculative in nature, it is
also hazardous and frequently or often nonproductive.  Such risks may be considerable and may add unexpected
expenditures or delays in our plans. There can be no assurance that our mineral
exploration activities, if and when undertaken, will be successful or fruitful
or that the North Beck Claims will have the type of favorable or prospective
mineralization that would lead to the further development of such mineral
claims.  Mineral exploration activity is also subject to a number
of specific hazards including rock falls, subsidence, cave-ins, flooding and
other weather conditions. Insurance for some or all of these hazards may be too
expensive or not available. Exploratory activities can also be affected by
unanticipated changes in permitting requirements, environmental factors, changes
in law, work interruptions, operating circumstances beyond anyone's control,
lawsuits, unexpected changes in the quality or quantity of
reserves, unstable or unexpected ground conditions and other technical issues or
problems. As a consequence, if exploration funding is obtained, we may have to
bear additional unforeseen and extraordinary costs and expenses. No assurance
can be given that we will obtain the funding and resources necessary to engage
in the actual exploration of the North Beck Claims, let alone that we will have
the financial resources or insurance in the event that the hazards and risks
inherent in mineral exploration befall us.  5. LACK OF SUFFICIENT CAPITAL TO EXPLORE OUR MINERAL
CLAIMS OR TO CONTINUE INDEFINITELY AS A REPORTING COMPANY. Our management has
reactivated us and is voluntarily registering our common stock with the
Commission so that comprehensive and current information on us will be more
readily available to a prospective investor, partner, joint venturer or lender.
The cost of becoming a reporting company is not insubstantial and the cost of
continuing to file all necessary reports with the Commission and obtain the
necessary audits and other accountings will continue to drain our capital
reserves. As of the date of this Annual Report, we had approximately $112 in our
bank checking account. It is difficult to predict how long into the future we
can continue to maintain our reporting obligations, though we have lawfully
obligated ourselves to do so. Because our president is an attorney and is able
to assist us in the preparation and filing of our annual and quarterly reports
on Forms 10-KSB and 10-QSB, respectively, we do not believe this continued
annual cost will be substantial. Because we currently have no income or capital
reserves, our sole officer and director has also committed himself to advancing
whatever money is necessary to keep us current in our reporting obligations, as
those debts become due, through at least the ensuing two (2) years since our
registration statement with the Commission became effective. In the event that
our sole officer and director decides not to continue to advance us the
necessary funds after this period, we will have to consider other alternatives,
including voluntarily withdrawing our reporting status by filing a Form 15 with
the Commission.   5    6. LACK OF REVENUE/ NEED FOR
CAPITAL AND FINANCING TO BE PROVIDED BY AN EXPLORATION JOINT VENTURER OR
PARTNER. In order to carry out and implement an exploratory drilling program on
our mineral claims, we need additional capital and funding because currently, we
have no revenues or capital reserves. Substantial capital expenditures are
required to obtain the necessary permits and to then engage in the drilling
activity necessary to explore our mineral claims. Currently, we lack the capital
and funding to engage in and carry out any such endeavor on our own. We need
others for this purpose. We also lack royalty interests in any mineral
production or properties and therefore, we lack any direct income from any
operations.  While we intend to seek out prospective partners who will
provide funding on an on-going basis, there can be no assurance that such
sources or partners can be found, or that if available, the terms of entering
into agreements with such persons or entities will be commercially acceptable or
viable. Our lack of revenue detrimentally affects our plans and progress simply
because we need a minerals exploration partner to both fund and oversee
exploration operations and activities.  While it is our intention to obtain the necessary funding
or financing from a joint venturer or minerals exploration partner, we can give
no assurance that we will in fact be able to attract and eventually enter into a
written agreement with any such minerals exploration partner or joint venturer.
In such event, we will not be able to pursue our ultimate business plan, which
is to explore the North Beck Claims for their commercial mineralization
potential.  Because of management's lack of mineral exploration
experience, we do NOT intend to raise the necessary capital on our own to embark
upon an exploratory drilling program. That is to say, we have no intention of
offering or selling any of our securities, including the issuance of any debt
instruments, for any such purpose.  7. REGULATORY AND ENVIRONMENTAL CONCERNS. Environmental
and other government regulations at the federal, state and local level
pertaining to our business and current mineral claims may include: (a) surface
impact; (b) water acquisition and treatment; (c) site access; (d) reclamation;
(e) wildlife preservation; (f) licenses and permits; and (e) maintaining the
environment. Regulatory compliance in the mining industry is complex and the
failure to meet and satisfy various requirements can result in fines, civil or
criminal penalties or other limitations. Assuming that Valley High acquires or
obtains the money and funding necessary to implement a bona fide exploration
program, Valley High will be subject to regulation by numerous federal and state
governmental authorities, but most importantly, by the federal Environmental
Protection Agency (EPA), the federal Bureau of Land Management (BLM), and a host
of comparable or corollary state agencies such as the Utah Department of Oil,
Gas and Mining (DOGM). The failure or delay in obtaining regulatory approvals or
licenses will adversely affect our ability to explore our mineral claims and
otherwise carry out its business plan.  8. DEPENDENCE ON RETENTION AND ATTRACTION OF KEY
PERSONNEL. Our future success will depend, in large part, on our ability to
retain and attract highly qualified personnel, and to provide them with
competitive compensation arrangements, equity participation and other benefits.
Once it becomes necessary, there is no assurance that we will be successful in
retaining or attracting highly qualified individuals in key management
positions. We do NOT currently employ any highly qualified personnel in mineral
exploration; however, we have retained a consulting geologist who we are relying
on to assist us in carrying out at least Phase One of our Plan of Operation.  9. CURRENT RELIANCE OR DEPENDENCE UPON DIRECTORS AND
OFFICERS/LACK OF KEY MAN INSURANCE. At present, we are wholly dependent upon the
personal efforts and abilities of our singular officer and director, a person
who exercises control over our day-to-day affairs. As set forth above, we are
also reliant upon this same officer and director to financially carry us through
at least the next two (2) years in our reporting obligations.  Though our current sole officer and director lacks
experience and education in the mining industry, we depend on current management
to pursue and help us carry out our Plan of Operation below. Though this
individual is not an expert in mineral exploration and has never been employed
by a mining or mineral exploration company, his loss may potentially have an
adverse impact on our future, particularly when he, indirectly, is our largest
stockholder and is committed to paying our bills for at least the next two (2)
years. Nonetheless, we do not believe the loss of our current sole officer and
director justifies the purchase of key man insurance, even assuming that we
could afford it, which we cannot at this time.   6    10. INDEMNIFICATION OF
OFFICERS AND DIRECTORS. Our Articles of Incorporation and Bylaws authorize us to
indemnify any director, officer, agent and/or employee against certain
liabilities. At the same time, we may purchase and maintain insurance on behalf
of any such persons whether or not we would have the power to indemnify such
person against the liability insured against. Indemnifying and/or insuring
officers and directors from the increasing liabilities and risks to which such
individuals are exposed as a result of their corporate acts and omissions could
result in substantial expenditures by us, while preventing or barring any
recovery from such individuals for the possible losses incurred by us as a
result of their actions. Be this as it may, the Commission,
including state regulatory authorities, takes the position that indemnification
against securities violations is against public policy and, therefore, any such
indemnification is unenforceable with respect to any claim, issue, question, or
matter of liability within the purview of federal and state securities laws and
regulations. Even assuming that we could afford it, which we cannot at this
time, we have no plans to obtain any officer or director (D&O) liability
insurance.  11. NO DIVIDENDS. Holders of our common stock are
entitled to receive dividends when, as and if declared by the Board of Directors
out of funds legally available for that purpose. To date, we have NOT paid, and
will not likely pay, any cash dividends. The Board does NOT intend to declare
any dividends in the foreseeable future, but instead intends to retain all
earnings, if any, for use in our business operations. Even if the Board desired
to declare any dividend, our ability to do so would very likely be restricted
because we are seeking, or will be seeking, outside financing and financing
covenants generally prohibit such declarations.  We have never paid any dividends and do NOT intend to do
so in the future unless circumstances warrant such. Any such circumstances do
not currently exist and are otherwise highly unlikely.  12. PREEMPTIVE RIGHTS, CUMULATIVE VOTING AND CONTROL. In
accordance with our Articles of Incorporation and the laws of Nevada, there are
no preemptive rights in connection with our common stock. That is to say, no
shareholder has the right to acquire stock from us on any set of terms before
that same stock is offered to another person. In addition, cumulative voting in
electing directors is NOT provided for. Accordingly, the holder(s) of a majority
of our outstanding shares, present in person or by proxy, will be able to elect
all of our directors.  13. LACK OF TRADING MARKET FOR OUR COMMON STOCK/RISK THAT
A TRADING MARKET MAY NOT DEVELOP (OR POTENTIAL ILLIQUID MARKET IF IT DOES).
Since the early 1990's and through the present date, no market existed, or
presently exists, for our common capital stock. During the 1980's, we were
quoted on the Pink Sheets published by National Quotation Bureau, LLC. We intend
to apply, through a licensed and registered securities broker-dealer, to
National Association of Securities Dealers, Inc. (NASD) for an Over-the-Counter
Bulletin Board (OTCBB) symbol. If and when this occurs and assuming that we
indeed obtain such a symbol, management believes that the market price for
shares of our common stock may likely be volatile and otherwise trade at a large
spread between the bid and asked prices. To be sure, numerous factors beyond a
company's control may have significant impact, from time to time, on the price
of its common stock, with adverse consequences. Though our stock is not as yet
trading, stock markets generally experience extreme price and volume
fluctuations that can, and do, greatly affect the stock trading of "small
capital" or Penny Stock companies such as ours. These fluctuations often are
unrelated to the operating performance of the company itself.  14. RISKS OF PENNY STOCKS GENERALLY/BROKER-DEALER
REQUIREMENTS INVOLVING PENNY STOCKS MAY AFFECT TRADING AND LIQUIDITY. Our common
stock is considered to be a "penny stock" because it meets one or more of the
definitions in Exchange Act Rule 3a51-1. The principal result or effect of being
designated a "penny stock" is that securities broker-dealers cannot recommend
the stock but must trade in it on an unsolicited basis.  Section 15(g) of the Securities Exchange Act of 1934, as
amended, and Rule 15g-2 promulgated by 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. These rules may have
the effect of reducing the level of trading activity in the secondary market, if
and when one develops.  Potential investors in our common stock are urged to
obtain and read such disclosure carefully before purchasing any shares that are
deemed to be "penny stock." Moreover, Commission Rule 15g-9 requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to  7    that investor. Pursuant to the
Penny Stock Reform Act of 1990, broker-dealers are further obligated to provide
customers with monthly account statements. Compliance with these and other
requirements may make it more difficult for investors in our stock to resell
their shares to third parties or to otherwise dispose of them in the market or
otherwise.  15. POTENTIAL FUTURE STOCK ISSUANCES; DILUTION. It is not
now known what stock issuances we might find advisable or otherwise be required
to undertake in the future, issuances that would substantially dilute existing
shareholders. The potential impact or significance of any future stock issuance
of "restricted" shares is as follows: under the new and amended Rule 144 of the
General Rules and Regulations of the Commission, amendments that went into
effect on or about February 15, 2007, persons who own and hold restricted
shares of a fully reporting public company have holding periods of between 6
months and 1 year within which, under certain circumstances, they can re-sell
their restricted shares in reliance on the new Rule.  If the issuer is
deemed to be a shell company or shell corporation, the new and amended Rule
144 is NOT available as an exemption for the re-sale of restricted securities
unless the issuer, among other things, has been a non-shell company for at least
a year and has been a fully reporting company during that entire period.
 Reference is made to the new rule which is available upon a Google search
or a search of the Commissions data base, www.sec.gov.  The possible sale of restricted shares issued and
outstanding may, in the future, dilute the percentage of free-trading shares
held by a shareholder or subsequent purchaser of our securities in the market,
and may have a depressive effect on the price of our securities. Further, such
sales, if substantial, might also adversely affect our ability to raise
additional equity capital in the future. In addition to the foregoing, a
secondary public offering and consequent issuance of additional securities would
also have a dilutive effect on the holdings of existing shareholders and would
otherwise, more than likely, have a depressive effect on the market price of our
common stock. At this time, we have NO plans to engage in any public offering of
our securities.  As of the date of this Annual Report, only our single
officer and director owns or controls, both directly and indirectly, any
restricted securities.  At such time as we are successful in implementing our
business plan or we otherwise find a mineral exploration partner, joint venturer
or lender, it is almost certain that additional shares will be issued and that
current shareholders will be substantially diluted.  16. COMPETITIVE CONDITIONS IN THE INDUSTRY. Mining
companies of all kinds compete to obtain favorable mineral properties and to
evaluate exploration prospects for drilling, exploration, development, and
eventual mining. We face competition from other similarly situated junior mining
companies similarly interested in acquiring mineral properties worthy of
exploration for favorable or prospective silver, lead, gold, copper and other
mineralization, companies that have substantially more capital or access to the
capital markets than we do.  We are unable to ascertain the exact number of competitor
companies, or whether or when such competitors' competitive positions could
improve. Accordingly, such competition, although customary in the mining
industry, could result in delays, increased costs, or other types of adverse
consequences affecting us.  17. CURRENT MANAGEMENT'S LACK OF EXPERIENCE IN AND/OR
WITH MINING AND, IN PARTICULAR, MINERAL EXPLORATION ACTIVITY. Our current and
only officer and director has never been employed in the mining industry or in
mineral exploration activity. Also, he lacks an education or college or
university degree in mining or geology or in a field related to mining or
mineral exploration. More specifically, our management lacks technical training
and experience in or with mineral exploration. With no direct training or
experience in these areas, management may not be fully aware of many of the
specific requirements related to mineral exploration, let alone the overall
mining industry as a whole. For example, management's decisions and choices may
fail to take into account standard engineering and other managerial approaches
that other mineral exploration companies commonly or generally use.
Consequently, our operations, earnings, and ultimate financial success could
suffer irreparable harm due to our management's future possible mistakes, lack
of sophistication, poor judgment or lack of experience in this particular
industry. See the Item 9 of Part III below titled "Directors, Executive
Officers, Promoters and Control Persons." As a result, if we do obtain the
funding or other means to implement a bona fide mineral exploration program,
such program will be implemented and carried out by joint venturers, partners or
independent contractors who would have the requisite mineral exploration
experience and know-how that we currently lack. See also Risk Factor 19
below.   8    18. ABILITY TO SATISFY DEBT
INCURRED BY THE COMPANY. We are incurring debt to an officer who has committed
himself to loaning or advancing us sufficient funds necessary to remain current
in our reporting obligations. At the same time, we have no history of operations
on which anyone can determine whether we will ever have the ability to repay the
money so borrowed or advanced.  19. FUTURE NEED TO RELY ON OTHERS AND OTHER EXPERTS.
Assuming we become financially able to initiate exploration activities, we will
have to rely on others to perform such exploratory services, with all the
inherent and attendant risks of employing others for important, if not
dangerous, functions. No assurance can be given that we will be able to locate
contractors with which we will work, within acceptable fee arrangements, or that
these persons or entities will be competent. At the same time, no assurance can
be given that such persons, if any, will have the experience and skill necessary
to successfully execute and carry out our proposed business plan. This is not to
ignore that we may also be at risk for any violations of the law committed by
those persons, their employees or any contractors we would use or hire to
conduct staking, drilling, testing, and other exploratory work.  20. AUDITOR'S GOING CONCERN OPINION. Our auditors have
expressed substantial doubt about our ability to continue as a going concern.
Continuation of us as a going concern is dependent upon obtaining additional
working capital for future planned activity.  21. OFFICERS AND DIRECTORS WILL NOT BE DEVOTING FULL TIME
TOWARDS OUR BUSINESS AND AFFAIRS. Our current singular officer and director has
other full time employment as more particularly disclosed in Part III, Item 9 of
this document. As a consequence, he can only devote a minimal or nominal amount
of time to us and our affairs; this officer and director intends to only devote
between 1% and 10% of his monthly time and energy to the business and affairs of
Valley High. We suspect, though we are not certain, that this will involve
approximately 5 to 10 hours per week of this officer and director's time. Much
of the time spent will also depend upon how our business plan and our ability to
attract interest in our mineral claims unfolds, something that cannot be
predicted with any certainty or accuracy at this time.  RISK FACTORS RELATED TO THE NORTH BECK
MINING CLAIMS  1. ABSENCE OF RECENT MINERAL EXPLORATION ACTIVITY AND
ABSENCE OF DATA CONCERNING PAST MINING OR EXPLORATION ACTIVITY. There have been
no significant mining-related activities on the North Beck Claims since the
1950's, except for limited assessment and exploration work done during the late
1980's and early to mid-1990's by two unaffiliated lessees of our mineral
claims. This absence of mineral exploratory activity in such a long time means
that data and other information concerning our mineral claims and what was
discovered on them is unavailable or unknown at the present time, if not simply
non- existent. While we are making considerable on-going effort to locate this
information, the current absence of recent data and information may make it more
difficult to attract the type of joint venture partner necessary to finance a
mineral exploration program.  2. RELIANCE UPON ESTIMATES AND ASSUMPTIONS. Exploration
stage mining companies use the evaluation work of professional geologists,
geophysicists, and engineers to make estimates in determining whether to acquire
an interest in mineral property, or to commence exploration and development
work. These estimates generally rely on scientific and economic assumptions, and
in some instances may not be correct. The economic viability of a mineral
property cannot be determined until extensive exploration work has been
conducted and a comprehensive feasibility study performed. This work could
result in the expenditure of substantial amounts of money on a mineral property
before it even can be determined whether or not a mineral property contains any
possible or inferred mineralization. No feasibility studies have been performed
on the North Beck Claims because considerable exploration work remains to be
done. Moreover, market prices of minerals produced are subject to fluctuation,
which may adversely affect the economic viability of mineral claims on which
expenditures have been made. We are NOT able to presently determine whether or
not, or the extent to which, such risks may adversely affect our strategy and
business plan.  3. UNCERTAINTY OF TOPOGRAPHICAL EFFECT ON EXPLORATION.
The north end of our mineral properties where the North Beck shafts or mines are
located is relatively mountainous and inaccessible terrain. Because the surface
of the land has a topographic relief, any ruggedness in the overlying area could
affect the location of drilling sites and shafts, as well as the construction of
facilities necessary to engage in exploratory operations. Though not likely,
these same factors could require that additional exploration or drilling on the
claims  9    be accessed below ground.
These outcomes are uncertain at present and we cannot provide assurances that it
will not have a materially adverse effect on our ability to conduct exploration
activities. Even there is a back road, the topographic effect of the north end
of our mineral claims would make exploration on that end of the properties more
costly.  4. UNCERTAIN CONDITION OF MINE WORKINGS. Other than at
least three that we are presently aware of, there are no other surface mine
shafts. Also, to our current knowledge, there are no usable head frames on our
mineral claims. This is not to ignore that the underground workings have been
inactive for many years due to the absence of significant exploration activities
since the middle to late 1950's. Considerable cost would be incurred to
recondition shafts, drifts, tunnels, winces and other workings, to the extent
they exist, as well as to re-equip hoisting bases and framework. It is also
uncertain whether and to what extent the workings themselves, as well as any
rehabilitation of them, could expose us to environmental and safety concerns. If
so, remediating these concerns could require expending an uncertain and
substantial amount of funds to render the workings safe, acceptable, and
environmentally sound. We currently lack sufficient capital to absorb these
currently unknown and unpredictable costs and expenses.  5. POSSIBLE INACCURACIES OR PROBLEMS RELATED TO EXISTING
OR OLD GEOLOGICAL REPORTS. We may rely on publicly available geological reports
and databases to locate potential mining stakes or leases. Since reports can
also be several decades old, or, in our case, based on information obtained in
the late 1800's or early 1900's, there is no certain way of confirming or
verifying the accuracy of such reports. Such verification is costly. Decisions
made without adequate verification or confirmation can result in significant
unrecoverable expenses. To date, we have not relied on any publicly available
geological report or database.  6. LEASE COMMITMENT TO UNDERTAKE $15,000 WORTH OF
ASSESSEMENT WORK ON THE MINERAL CLAIMS OVER FIVE YEARS. Under the mining lease
agreement by and between us and North Beck Joint Venture, LLC ("North Beck"), a
copy of which is attached to this Annual Report as Exhibit 10.1, Valley High, as
the lessee of the North Beck Claims described below, is obligated to render at
least $15,000 worth of exploration and assessment work on the claims during the
5- year lease term, work it is required to document and confirm. If the lease is
renewed for an additional 5-year term, this assessment obligation is similarly
renewed. Regardless of this work commitment, we currently lack the capital or
other financial ability to engage in and perform such exploration and assessment
work obligation at this time. Having said this, it is significant that we
interpret our obligation under the lease agreement as including what we will
ultimately pay our consulting geologist and environmental engineer to do what
work is necessary to implement and carry out our distinct operational Phases,
all of which would substantially benefit the North Beck Claims. Therefore, if we
pay him or any other expert in that regard $15,000 over the first 5-year period
of the lease, we will have complied with and satisfied our work commitment lease
obligation.  If at any time we are in breach of the lease agreement,
North Beck Joint Venture, LLC, the lessor, would give us notice of such event
and we would have the opportunity to cure the same within a reasonable time. If
we did not, or were not able to cure our default under the lease, whatever it
might be, we would run the risk of North Beck Joint Venture declaring the lease
terminated and, in such event, the lessor would have the legal right to lease
the North Beck Claims to someone else.  7. SUBSTANTIAL RISK THAT THE NORTH BECK CLAIMS DO NOT
CONTAIN ORE OR RESERVES (OR SUFFICIENT ORE OR RESERVES TO JUSTIFY A DEVELOPMENT
PROGRAM). We do not know, and have no way of predicting, whether, upon the
completion of any exploration program, ore or reserves will be found. Or, if
they are, we similarly have no way of knowing or predicting whether such a
finding would be sufficient to justify a development program, that is, a program
to determine the best way to extract the ore for commercial purposes. As with
any mineral exploration endeavor, we believe that there is generally a high
probability or likelihood that that the discovery of commercial quantities of
ore or reserves on the North Beck Claims is extremely remote. If so or if such
is determined upon completion of an exploration program, any funds spent on
exploration will be lost.    10    PART I   ITEM 1. DESCRIPTION OF BUSINESS.  Valley High Mining Company's management has reactivated
us and is voluntarily registering our common stock with the Commission so that
comprehensive and current information on us will be more readily available to a
prospective investor, exploration partner, joint venturer or lender. Valley High
is an exploration stage company that intends to search for favorable or
prospective mineralization (reserves) of silver, lead, gold, copper, zinc and
other precious metals. Our consulting geologist informs us that the prospective
mineralization of interest on our claims, based on the geology and local or
neighboring history, would primarily be silver and lead. At present, we lack the
capital and other financial resources to implement and carry out a drilling exploration plan or program on our mineral claims.
However, because of substantially improved precious metals prices and the fact
that the federal Environmental Protection Agency (EPA) has completed, or is
completing, a Super Fund clean-up project in and around the nearby town of
Eureka, Utah, we believe the investment climate and other conditions have now
become more favorable to attract a joint venturer or mineral exploration partner
willing to provide expertise and investment capital or financing for this
purpose. At the same time, if we do obtain a joint venture partner to finance a
full- fledged or bona fide drilling exploration program, there is no assurance
that a commercially viable mineral deposit, ore body or reserve exists in any of
the mineral claims that we currently lease or control, namely, the North Beck
Claims, mineral claims that comprise a total of 470 acres. More importantly,
there is no assurance that a commercially viable mineral deposit, a reserve,
exists in any of these mineral claims until sufficient exploration work and an
economic evaluation based upon such work concludes economic and legal
feasibility.  Agreement With Our Sole Officer and Director to
Advance Certain Necessary Funds.  Our sole officer, director and majority stockholder, Mr.
John Michael Coombs, directly or through North Beck Joint Venture, LLC, our
lessor and an entity that he controls, has agreed to advance us the funds
necessary to remain current in our "reporting" obligations with the Commission.
This agreement is oral. Such agreement also covers general operating expenses
such as paying consulting geologists or environmental engineers to do research,
assay or sampling work, to prepare the exploratory reports necessary to attract
a joint venture partner, to pay transfer agent costs and fees, to pay the costs
of photocopying reports and maps, etc., all as necessary to pursue our business
plan, and other general overhead expenses. There is no cap or ceiling on the
amount of money that will be advanced for such specific purposes. The oral
agreement or commitment of Mr. Coombs, which we consider to be a legal
obligation, does NOT provide for the payment of interest to Mr. Coombs for his
advances to us and that's why the money so provided is, and has been, described
or characterized as "advances" as opposed to "loans." Though this agreement does
not presently require or contemplate the payment of any interest to Mr. Coombs
for his advances, in the event that we were to become profitable, an event that,
at this stage, appears highly unlikely, we would, in such event, consider giving
or paying Mr. Coombs back-interest of some kind. Because this is a speculative
possibility, there is nothing further we can say in this regard; however, under
no circumstances do we believe that we would agree to pay Mr. Coombs any
back-interest on his advances in the event that doing so would materially affect
us or our liquidity. As of now, the money so advanced will NOT be deemed a
contribution to capital, though there is a remote possibility that that
designation will change if the parties so desire it and it is advisable or
suitable to do so from an accounting or other business perspective. At such time
as Mr. Coombs can be repaid, if he ever can be repaid, he or North Beck Joint
Venture will be repaid their out-of-pocket advances and costs. The term of 2
years was arrived at because the parties determined that in about 2 years or
less, we should be able to discern whether there is any interest, by anyone
else, in partnering or joint venturing with us to explore the North Beck Claims
for their precious metals potential. If Mr. Coombs desires to extend that
commitment upon the expiration of 2 years, he shall be free to do so. This
commitment of Mr. Coombs, for at least the next two (2) years, if warranted, is
considered a legal obligation of his.  History and Background of the Company.  Valley High Mining Company ("Valley High") was
incorporated in the State of Utah on November 14, 1979, approximately 28 years
ago, under the name "Valley High Oil, Gas & Minerals, Inc.," for the purpose
of engaging in the energy, mining and natural resources business. In order to raise the money necessary to acquire, explore
and develop oil and gas properties and other natural  11    resource-related ventures or
projects, Valley High, on February 19, 1980, undertook a public offering of its
common stock pursuant to the Regulation A exemption from registration afforded
under the General Rules and Regulations of the Securities and Exchange
Commission ("Commission") in which it offered and sold a total of 25 million
common capital shares at a price of two (2) cents per share. Pursuant to this
offering, the Company raised $500,000 from over 1,000 persons. As stated in its
offering circular, "[i]t is the present intention of management to expend the
proceeds of this offering in the acquisition and exploration of natural resource
properties. The types of properties which are expected to be acquired and the
order of priority are as follows: (1) oil and gas, (2) uranium, (3) coal, (4)
geothermal, and (5) other mineral (metallic and nonmetallic) properties."  Between 1980 and 1985, the Company spent nearly all of
its capital on several natural resource and mining ventures. In 1985, the
Company effectuated a reverse split and changed its par value from $0.001 or one
mill per share to $0.01 or one cent per share, with the same number of shares
authorized, namely, 50 million. By 1986, after it had engaged in several
unsuccessful ventures, the Company exhausted its capital reserves.  In April 1989, a Mr. Joe Needle, an Ohio resident, took
control of the Company. Between 1989 and 1994, Mr. Needle attempted to resurrect
or revive us in some fashion; however, in 1994 he suddenly and unexpectedly
passed away. At the time of Mr. Needle's passing, we had a total of 9,819,779
common capital shares issued and outstanding. Two other individuals were at that
time on the board, namely, Messrs. George D. Fehr and Adrian Gerritsen, both
Utah residents. Mr. Needle's daughter, Susan B. "Cookie" Needle, a Florida
resident, was either already serving on the board or took a position on the
Board of Directors upon her father's death. Between the time of Mr. Needle's
death in 1994 and October 2003, these three individuals comprised the Board of
Directors of the Company. During this same period of time, the only activity
engaged in by the Company was that minimal activity necessary to keep the
Company current and in good standing with the Utah Division of Corporations, the
Utah Tax Commission and the Internal Revenue Service.  During the summer of 2003, Mr. John Michael Coombs was
approached by Mr. George Fehr, a Salt Lake City resident and person Mr. Coombs
has known for some-25 years. Mr. Fehr, then age 88 or 89, advised that he had
been on the board of Valley High since the mid-1980's and since the death of Mr.
Needle, he had maintained possession of all the corporate records of Valley High
and had kept it in good standing with the requisite corporate and taxing
authorities. Mr. Fehr advised that he was tired of maintaining the corporate
existence of Valley High and wondered if Mr. Coombs would be interested in
taking control of it, doing something productive with it, and finding
replacements for each of the board members, all of whom were tired of serving on
the board. After looking at the corporate records and all company records on
file with its stock transfer agent, Mr. Coombs agreed to take control of us.
Accordingly, effective, October 24, 2003, having done nothing with the Company
in nearly 10 years and being tired of acting as board members, the directors of
the Company agreed to resign and appoint in their place and stead, Mr. John
Michael Coombs, his wife, Dorothy C. Coombs, and the brother of Dorothy Coombs
named George J. Cayias, all residents of Salt Lake City, Utah. After new
management took control of the Company, documentation with the Utah Division of
Corporations was filed setting forth the new directors and further identifying
Mr. Coombs as the new registered agent.  On February 27, 2004, we formed a wholly owned subsidiary
in Nevada under the name "Valley High Mining Company" for the purpose of
changing our domicile to Nevada. On March 12, 2004, Valley High O, G & M,
the parent corporation, and Valley High Mining Company, the wholly owned Nevada
subsidiary, entered into an Agreement and Plan of Merger ("Agreement and Plan")
whereby the former would merge with and into the latter, thereby changing the
Company's domicile to Nevada. The shareholders were advised of a formal
shareholders' meeting to approve the transaction by means of a Notice of Meeting
and Letter to the Shareholders. Among other things, the Notice advised that
anyone so choosing would be entitled to exercise dissenters' rights of appraisal
under applicable provisions of the Utah Revised Business Corporations Act. The
Notice and Letter further invited anyone so interested to request a copy of the
formal Agreement and Plan. One shareholder from Missouri sought to exercise
dissenters' rights of appraisal but later abandoned that effort once we provided
this individual with various corporate documents and records, at her request,
including a copy of the Agreement and Plan.  The Agreement and Plan provided, among other things, that
for every 35 shares of Valley High O, G & M, a shareholder was entitled to
receive one (1) share of Valley High Mining Company, a Nevada corporation, the
survivor in the merger. Another provision in the Agreement and Plan provided
that Mr. John Michael Coombs, a Salt Lake City, Utah, resident (and the
principal of lessor, North Beck Joint Venture, LLC, discussed elsewhere herein),
was designated to be the only officer and director of the survivor in the
merger. Nevada law, as opposed to  12    Utah law, allows such.  On March 26, 2004, a formal shareholders' meeting was
held at the law offices of Mabey & Coombs, L.C., in Salt Lake City, Utah, to
approve the Plan and Agreement. At such meeting, a majority of the shareholders
were in attendance either in person or by proxy. A quorum was declared and a
majority of those entitled to vote approved the merger and change of domicile
transaction. Having obtained approval of the Plan and Agreement by a majority of
our shareholders and having filed Articles of Merger with the Nevada Secretary
of State, the Secretary of State of Nevada stamped and accepted the Articles of
Merger on April 13, 2004. These Articles of Merger were then filed with and
stamped by the State of Utah on April 19, 2004. The merger transaction was
effective by operation of law on the date that the Articles of Merger were
accepted for filing by both states, namely, April 19, 2004. Among other things,
this transaction changed our par value per share back to a mill or $0.001.  Because there had been 9,819,779 shares issued and
outstanding as of the day prior to the effective date of the merger, this
figure, as a result of the merger, and rounding fractional shares up to the next
highest share, translated into a total of 281,346 shares. Furthermore, because
the Agreement and Plan provided that any fractional shares resulting from the
merger would be rounded up to the next nearest share, our transfer agent, Atlas
Stock Transfer, advised that it also issued the necessary additional shares that
resulted in a total of 281,346 post-merger shares.  On April 19, 2004, the day that the merger was effective,
we entered into a mining lease agreement ("Mining Lease" or "Lease") with North
Beck Joint Venture, LLC, a Utah limited liability company ("North Beck"). See
Exhibit 10.1 attached to this document, a copy of said Mining Lease Agreement.
Entering into this lease agreement was NOT an arm's length transaction because
the immediate family of Mr. Coombs, our president and chairman of the board,
owns and controls these mineral claims so leased to us. See Item 12 of Part III
below titled "Certain Relationships and Related Transactions." The terms of the
lease consideration were based upon prior lease agreements that North Beck Joint
Venture had entered into with other mining companies in the past.  Pursuant to the aforementioned mining lease agreement
with North Beck Joint Venture, LLC, we acquired control of over 470 acres of
patented precious metals mining claims located adjacent to, and just west of,
the town of Eureka in Juab County, Utah, in the so-called "Tintic Mining
District" ("the North Beck Claims"). The Tintic Mining District of Juab County,
Utah, is located approximately 100 miles south of Salt Lake City. The North Beck
Claims have an extensive history and contain several mines, mining shafts or
"prospecting pits," two of which are over 1,000 feet deep. See Item 3 below
titled "Description of Property." Fairly extensive, though somewhat antiquated,
knowledge exists regarding the North Beck Claims. This is because, among other
reasons, during the late 1950's, the North Beck Claims were part of the so-
called "Jenny Lind Project," a project that involved extensive exploration and
development in an area known as Jenny Lind Canyon by The Bear Creek Mining
Company.  Immediately upon consummation of the merger/change of
domicile transaction, North Beck was issued, as mining lease consideration, a
total of 5,000,000 "restricted" shares in the surviving Nevada corporation, a
stock issuance that made North Beck Joint Venture our largest shareholder. See
mining lease attached to this Annual Report as Exhibit 10.1. As repeatedly set
forth elsewhere in this document, our president and sole director, John Michael
Coombs, both directly and indirectly controls North Beck, the owner of the North
Beck Claims. See Item 12 of Part III below titled "Certain Relationships and
Related Transactions."  The foregoing issuance to North Beck Joint Venture, LLC
("North Beck"), results in a total of 5,281,346 common capital shares issued and
outstanding as of the date of this Annual Report, of which all but 281,346
shares or about 5.3% are "restricted" and which cannot be sold in the absence of
an effective registration statement governing such shares or an appropriate
exemption from registration.  Since our inception in 1979, Atlas Stock Transfer Corp.
in Salt Lake City, UT, had been our stock transfer agent.  However, in
November 2007, Atlass owner retired and sold its book of stock transfer
business to Standard Registrar & Transfer located in Draper, Utah.  We
currently have 1,139 shareholders of record.  Current Status of the Company.  We are considered or classified as a mineral exploration
company. Our goal is to seek out and enter into a suitable joint venture,
partnership or other business arrangement whereby the necessary funding and
expertise will be provided to explore the North Beck Claims for their silver,
lead, zinc and gold mineral potential, claims that we have  13    acquired for this purpose.
Because we currently lack the funding and other financial strength necessary to
commence an exploration program, our first objective is to follow those Phases
and concomitant designated work sequences set forth below in our Plan of
Operation. For information regarding our business plans and intentions,
reference is made to Item 6 of Part II below titled "Management's Discussion and
Analysis or Plan of Operation."  We have never been involved in any bankruptcy or
insolvency proceeding of any kind and our current sole officer and director has
not been involved, directly or indirectly, in any bankruptcy or similar
proceeding. Neither we nor any officer or director is involved in any pending
litigation, nor is any litigation involving us or any officer or director
threatened.  We are now a Nevada corporation and we have no
subsidiaries. Presently, we are NOT involved in any joint venture or partnership
with any other party. Other than owing Mr. Coombs money that he has personally
advanced us in order for us to meet our debts as they become due, the only
contract to which we are a party is the mining lease agreement with North Beck
Joint Venture, a Utah limited liability company that has free and clear title,
in fee simple, to some-45 patented mining claims. We should note that the money
Mr. Coombs has advanced to date and which he has agreed to advance us in the
future does not bear interest and it is unlikely that he or we would agree to
paying him any interest until such time as we were to become profitable, if that
ever occurs, an eventuality that we believe is highly unlikely. We would also
not agree to pay him any back-interest (nor is it likely he would take any) in
the event that doing so would materially affect us or our liquidity.  At the present time we hold no patents or trademarks or
any interest therein.  As of the date of this Annual Report, we have only
nominal cash or liquid assets and our lease (valued at zero) of the patented
mining claims located adjacent to and west of the town of Eureka in the Tintic
Mining District of Juab County, Utah. We have valued our mining lease at zero
because neither Valley High nor its predecessors, namely, the Coombs Family and
North Beck, have the information necessary to demonstrate "proven and probable
reserves" as defined under Industry Guide 7. Because the North Beck Claims do
not contain any "proven or probable reserves," the value is carried at North
Beck's historical cost of zero. This is because mineral claim costs to date have
been charged to operations as exploration costs. Even if we cultivate a business
relationship with another mining company or joint venturer necessary to explore
our mineral claims, no assurance can be given that a commercially viable mineral
deposit, that is, a reserve exists in our mineral claims until sufficient
exploration work and an economic evaluation based upon such work concludes
economic and legal feasibility.  We maintain executive offices or facilities at the office
of its president and chairman of the board located at 3098 South Highland Drive,
Suite 323, Salt Lake City, Utah 84106-6001. Our telephone number is 801-467-2021
and our fax number is 801-467-3256. We do not pay rent for these office
facilities.  We are NOT presently involved in any negotiations to
undertake or pursue any type of merger, reorganization, partnership, joint
venture or business combination transaction of any sort. We currently have no
plans to seek a business combination in the future unless it provides us with
the means to fulfill and carry out our business plan, namely, that of exploring
the North Beck Claims. In this regard, no third parties or affiliates of us have
entered into any discussions or negotiations to enter into any kind of business
combination.  Currently, our only director is Mr. John Michael Coombs
of Salt Lake City, Utah. Mr. Coombs serves as our president,
secretary/treasurer, CEO, CFO and chairman of the board, all of which is
permissible under Nevada law. Mr. Coombs is also our largest stockholder, having
indirect control of North Beck's 2,600,000 "restricted" shares and also direct
control of what was formerly North Beck's additional 2,400,000 "restricted"
shares or a total of 5 million shares. These shares together represent nearly
95% of our currently issued and outstanding shares. See Item 11 of this Part III
below titled "Security Ownership of Certain Beneficial Owners and Management."
See also the Form 4's filed on Edgar by both Mr. Coombs and North Beck in
December 2006.  During our 2007 fiscal year, we had seriously difficulty
attracting any interest in our mining claims.  We believe that this has
been due to the fact that the land ownership in the Tintic Mining District is
very fragmented, meaning that ownership is held in the names of numerous,
numerous corporations and individuals, many possibly having conflicting
ownership rights and interests.  At the same time, we believe that a
serious mining company or joint venture mining partner would want to be able to
tie up an extended or large area or block of land.  Fragmented land
ownership therefore means that a mining company or joint venture partner would
have to spend a lot of time and  14    energy on land and title work
and, when all is said and done, may not be able to lock up or amass a large
block of land.  Accordingly, extensive land and title work in the overall
area of our mineral claims would likely be a significant expense and cost that a
prospective joint venture mining partner is not willing to assume.  We also believe that the significant EPA presence in the
Eureka, Utah, area, while it completes its Superfund clean up operations, may
also have a negative effect or impact on a potential mining company or a joint
venture mining partner, simply because they may fear that the EPA would require
them to do remediation, etc., that they wouldnt otherwise be required to do if
the EPA were not highly present and active in the area.  For more information on the current state of our
Companys business and affairs, reference is made to ITEM 6below
titledMANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.  Regulatory Process Involved in Obtaining An
Exploratory Mining Permit.  In order to undertake any mineral exploration activities
on the North Beck Claims and because the North Beck Claims do NOT comprise or
are near any federal ground, we must only obtain an exploration permit from the
Utah Department of Oil, Gas & Mining (DOGM). If, on the other hand, the
proposed exploratory activity or disturbance is intended to be significant
enough or it is on federal ground, we would likely be required to give notice to
or obtain a permit from the federal Bureau of Land Management and/or the federal
Environmental Protection Agency (EPA). Considering that the Eureka, Utah, area
was declared a Superfund Site by the EPA in mid-2002, officials at DOGM have
advised us that we would likely need exploration activity approval from the EPA.
In short, state and possibly federal permits will be required to be obtained in
the event that we undertake actual mineral exploration activities on our mineral
claims. Interestingly, DOGM officials also advised us very recently that the
current process and expense of obtaining an exploration permit is NOT extensive
and does NOT ordinarily take a lot of time, expense or energy to obtain. One
person, they informed us, recently obtained such a permit in two days.  DOGM's rules and regulations for obtaining a mineral
exploration permit are as follows: The applicant must first file a Notice of
Intent (NOI) with DOGM on Form MR-EXP. This form is available on DOGM's website.
The initial filing fee for this form is $150. DOGM is required by law to respond
to the application or notice within 15 days. During that 15 day period, DOGM
gives notice to the Utah State History Preservation Office of the applicant's
exploration intention and that Office, within 10 days, is required to determine
if any Indian or other cultural artifacts may be disturbed or interfered with as
a result of the location of the proposed exploratory disturbance. If so,
arrangements must then be made to ensure that any such artifacts will be
preserved and will not be disturbed, tainted or destroyed, or the application
will be denied or stalled until the issue can be resolved. If there are no such
Indian or Native American artifacts in the area in question, the Utah State
History Preservation Office will approve and sign-off on the application. In our
case, we do not believe that there are any Native American artifacts on or near
the North Beck Claims. In addition, if the Utah State History Preservation
Office already knows that an area intended to be explored does not contain the
possibility of Native American artifacts, as in the case of an already existing
rock or other quarry, for example, that Office, so we are informed, will act
very quickly to approve the permit application. We believe and are told by DOGM
that, because of the historical mining activity in the Tintic Mining District of
Juab County, the Utah State History Preservation Office is well acquainted with
the issue of Native American artifacts in that general area and would therefore
be in a position of passing judgment quickly on an exploration application
submitted by us relative to the North Beck Claims. In addition to the NOI or
application, the applicant must also put up or post a surety bond in the amount
of $5,700 for the first acre to be explored and $3,450 for every acre thereafter
intended to be explored. No matter when this permit is applied for, the permit
lasts until November 30 of the following year after submission. Thus, if one
applies in a January of any year, one gets more time to explore than if one
applies in December of any year.  DOGM's rules and regulations for obtaining a minerals
extraction or actual mining permit for what DOGM considers small mining
operations (defined as involving less than 5 acres of total disturbance) are
similar to the exploration permit process above. We will not undertake to detail
or explain such process as we believe it is inapplicable at this time to our
business and plan of operation. We are a minerals exploration company and NOT a
minerals extraction or actual mining company and therefore, detailing the
process of minerals extraction for a small or large disturbance under Utah law
is simply irrelevant. To do so would also be misleading to investors in that it
might imply that we have minerals extraction capability or that the North Beck
Claims have commercial quantities of precious metals mineralization, when in
fact, this is not true and has not been determined.  15     While the exploration permitting process detailed above
is not necessarily time consuming and is likely something we could afford to
undertake on our own and without a joint venture partner, the fact is that we
currently lack the resources and capital to initiate an actual drilling or earth
disturbance exploration program relative to the North Beck Claims. As has also
been disclosed repeatedly in this document, current management also lacks the
qualifications and other expertise necessary to engage in actual exploration
activities or functions without the assistance of experts or company
partners.  We believe that we would initiate the obtaining of an
exploration permit only after we have affiliated with or engaged a mining
partner or joint venturer of some kind willing to finance and undertake the
actual exploration of our mineral claims, namely, setting up the equipment and
staffing it with the necessary experts to actually carry out a minerals
exploration program, something we cannot afford and have no way of conducting or
pursuing on our own.  Because the North Beck Claims are patented mining claims,
not unpatented mining claims, there are no annual fees to be paid to maintain
the mineral claims other than annual property taxes paid to the Juab County
Treasurer, taxes that approximate $375 per year. These taxes are paid by the
owner and lessor of the property, namely, North Beck Joint Venture, LLC.  Government Regulation.  Though we are currently NOT operating any mining assets
and currently lack the capital to operate any mining assets in the immediate
future, management believes it is important to be familiar with mining rules and
regulations as they would affect or pertain to the North Beck Claims. The mining
industry is subject to extensive and developing federal, state and local laws,
rules and regulations relating to the exploration for, development, mining and
production of precious metals, as well as other environmental and safety
concerns. Legislation affecting the mining industry is under constant review for
amendment and expansion, frequently increasing the regulatory burden. This is
particularly true in the Tintic Mining District where lead, a substance highly
toxic to humans, is present. Numerous agencies, federal, state and local, have
issued rules and regulations applicable to the mining industry, some of which
carry substantial penalties for failure to comply. Various laws, rules and
regulations require permits for exploratory drilling and the maintenance of
bonding requirements in order to conduct mining activity on a variety of scales.
Such rules and regulations also regulate the spacing and location of mine shafts
and provide requirements for surface use and restoration of land on which
drilling activity is undertaken, the plugging and abandoning of shafts or holes,
the prevention of waste and water pollution and the prevention and cleanup of
pollutants. These departments and agencies often require periodic reports on
exploration, development and production and other matters. Such laws and
regulations have generally become more stringent in recent years, often imposing
greater liability on an ever-larger number of potentially responsible parties.
We are also subject to laws, rules and regulations covering occupational safety
and health matters. Because the requirements imposed by such laws and
regulations frequently change, we are unable to predict the ultimate cost of
compliance with these various requirements. The regulatory burden on the mining
industry increases its costs of doing business and, consequently, affects not
only its profitability but its ability to obtain financing or raise equity.
Reference is made to the previous subsection, which briefly outlines the
exploration and mining permitting process in Utah. In the interests of not being
repetitive, we do not repeat these details here.  Some risk of costs and liabilities related to
environmental, health and safety matters is inherent in the mining industry as a
whole. As set forth in the Risk Factors section listed above, in the event that
we undertake exploration of the North Beck Claims, we could incur significant
and substantial costs and liabilities.  To the extent we ever commence actual exploratory
operations, we will be subject to regulation by numerous federal and state
governmental authorities. The most significant will be the federal Environmental
Protection Agency (EPA), the Bureau of Land Management (BLM), the Occupational
Safety and Health Administration (OSHA), and comparable or corollary state
agencies. If we do not comply, meet or satisfy the various rules and regulations
promulgated by these regulatory authorities, we would be exposed to fines, bars
or other significant penalties. To date, we have not been ordered or required to
spend anything on compliance with environmental laws because we are not
currently operating any mining assets and the lessor or its predecessors have
not done so since the 1950's. The subject mineral claims were leased to other
mining companies in the 1980's and 1990's but, other than assay work, no
exploratory mining activity was undertaken to our knowledge. At the same time,
however, there are no  16    significant mineral tailings
on our mineral claims to the knowledge of management and therefore, to the
extent that either the EPA or a Utah state agency adopts or implements a program
in the Tintic Mining District requiring the clean-up of any left-over
environmental hazards, such is not expected to materially affect us or our
affairs. Any such action is also not expected to materially affect us in that
the lessor has indemnified and held us harmless from and against any
environmental liability for activity done on the mineral claims prior to the
existence of the April 19, 2004, mining lease agreement. See Exhibit 10.1 to
this document. The foregoing is not to ignore that in approximately 2001 and as
a result of lead contamination, the EPA declared the Eureka, Utah, area a
Super-Fund site. This is the region or area next to or adjacent to our mineral
claims. In fact, the EPA did obtain permission from our lessor within the last 3
years to re-grade an access road running parallel to the state highway leading
eastward to the town of Eureka. We are informed that the EPA has completed, or
is in the process of completing, its Super-Fund clean-up operations and that it
has in fact completed its process of going after polluters such as Chief
Consolidated Mining, the principal mining operator in the Tintic Mining
District. We believe these recent events, not to mention improved prices of
precious metals, make for a more suitable and optimistic atmosphere to obtain
exploratory funding than has been the case in recent years.  We are defined under Commission rules and regulations as
a "Small Business Issuer." This is an issuer that has revenues of less than $25
million, is a U.S. or Canadian issuer and is not an investment company. We are
also subject to the Sarbanes-Oxley Act of 2002. This Act was enacted to curb
auditor abuses and strengthen auditor independence. It also institutes certain
steps to make senior members of management more directly responsible for the
content and accuracy of a company's financial reporting.  Because our securities are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, we are required to comply with
"the proxy rules" as set forth in Regulation 14A. For example, if we call a
special or annual meeting of our stockholders, we are required by law to provide
our stockholders with the information set forth in Schedules 14A or 14C of
Regulation 14. Preliminary versions this information must be filed with the
Commission at least 10 days prior to the date that final or definitive copies of
these materials are forwarded on to our stockholders.  As a reporting company, we are required to regularly
file, with the Commission, annual reports on Form 10-KSB and quarterly reports
on Form 10-QSB. In the event certain material events occur, the law requires us
to timely report any such events on a Form 8-K.  Competition.  To the extent that we seek to explore the North Beck
Claims, we have no competition that we know of other than from those major
mineral producers with greater capital and possibly better mineral claims,
mineral claims that may have already been explored or even developed. One such
major competitor had been Chief Consolidated Mining Company ("Chief"), a company
that at one time operated the Trixie Mine in the Tintic Mining District and
which has had a major presence in the area for several years. In about 2003,
Chief ceased its principal mining operations in the Tintic Mining District as a
result of being assessed several millions of dollars in clean-up costs by the
EPA. Though Chief has had a large presence in the Tintic Mining District over
the years, our understanding is that it is under new management. We are not
aware of its current intentions in the area, if any.  Because we have not yet completed Phase Two of our
business plan described in our Plan of Operation below, and because we may never
need or want to acquire additional mineral properties, we have not needed to
identify any additional mineral claims or properties that we would have an
interest in acquiring by way of lease or in some other manner or fashion. As a
result, we are unable to realistically evaluate the type and extent of our
likely competition in this regard. We are aware that there are several other
companies that own mineral claims and properties in the Tintic Mining District,
it being an old and well- established mining district, companies that also have
only nominal assets and that are similarly searching for a variety of financing
opportunities, particularly now that the prices of precious metals has
substantially improved. We will be in direct competition with these other
companies located in the Tintic Mining District in our search for joint venture
and partnership opportunities and, due to our current lack of capital resources,
it may be difficult to successfully compete with these other, more well
established or perhaps better funded companies.   17    Pursuit of Partnership,
Joint Venture and Outside Funding Opportunities.  Since our reemergence from dormancy as a mineral
exploration company, our principal purpose is to (1) explore the North Beck
Claims, and alternatively, (2) to acquire, by way of lease, other or additional
mineral claims and properties. We have no way of predicting whether or not these
goals and objectives can or ever will be met.  Because of our current financial situation, having only
nominal current assets and no recent operating history, our principal objective
is to pursue partnership and joint venture opportunities or prospects with other
better- funded and more experienced mining companies who would be interested in
partnering with us to explore the North Beck Claims. In doing so, it would be
our express intention to locate a joint venturer or partner that would have the
financial strength, experience and other capability to explore the North Beck
Claims. We do NOT have the mining expertise to carry out a mining exploration
program on our own even if we did have the funding available or on hand. At the
same time, not having any particular partnership, joint venture or funding
opportunity to consider at this time, existing circumstances make it
exceptionally difficult to predict what form of partnership, business
combination transaction or joint venture opportunity might be worth considering
or pursuing in order to explore the North Beck Claims. In the event management
believes that a certain proposal is in the best interests of us and our shareholders, a proposal that would result in the
exploration of our claims and which would involve the issuance of our shares to
a partner or joint venturer, our present shareholders would, in such event,
experience substantial dilution. Reference is made to the subsection in our Plan
of Operation subsection below titled "Form of Agreement with Prospective
Exploration Partner/Joint Venturer Unknown at This Time."  It is NOT our present intention to engage in any public
or private offering of our stock, for the simple reason that we believe that it
would not only be extremely difficult and risky to raise exploration funding in
that fashion (it being a highly risky investment for a prospective investor) but
we believe that it would be extremely costly and time consuming. This is not to
ignore that, in any event, we currently lack the money to finance a public or
private offering of any kind. We would also be reluctant to make a debt offering
of any kind (assuming we could do so) inasmuch as we are not in a position to
pay back or guarantee any debt and Mr. Coombs, our sole officer and director, is
NOT interested in personally guaranteeing any such debt to be incurred for the
purpose of engaging in a full fledged drilling and testing exploration program.
Valley High, being a lessee, also has no ability to mortgage the North Beck
Claims for such purpose and the fee simple owner of the claims, North Beck Joint
Venture, has no desire to mortgage its real property for such highly speculative
purpose, even if it did result in the funding necessary to explore the North
Beck Claims.  Our current business goal is to explore the North Beck
Claims for their precious metals potential and therefore, we have no present
intention of engaging in a partnership or joint venture funding arrangement with
a non- mining entity or business unless that entity or business specifically
desires to finance or pursue a mineral exploration program relative to the North
Beck Claims. If our business plan ultimately fails, then, once we have made that
determination, and then-existing facts and circumstances support such a
determination, we will have to consider other alternatives for the Company,
including but not limited to ceasing operations or seeking out additional
mineral claims to lease or acquire in some fashion. We are NOT in a position at
this time to make predictions or speculate about what other alternatives we
might consider in the event that our business plan fails, as we believe that
making speculations in that regard is not something on which investors should
rely. In fact, at this time we do NOT know what we will do in the event that we
cannot successfully complete a mineral exploration program.  In spite of being able to meet minimal cash needs over
the next two (2) years that are currently anticipated, we have no way of
predicting whether we will be able to sufficiently explore the North Beck
Claims, whether we will be able to acquire additional mineral properties by way
of lease or otherwise in the event that our initial plan to explore the North
Beck Claims fails, or that we will otherwise be able to attract a mineral
exploration partner or joint venturer, let alone one that will be of material
value or benefit to us. In the event that we cannot successfully achieve these
goals over the next three years or less, we do not believe that we will able to
continue with our current business plan and, in such event, management will be
required to substantially revise our business plan and consider other
alternatives.  Sources of Possible Partners, Joint Venturers and
Funding Opportunities.  Efforts to search for partners and joint venturers who
would provide the financial and other ability to explore the North Beck Claims
include but are not limited to the use of employees, independent contractors,
consultants, special  18    advisors, securities
broker-dealers, venture capitalists, members of the financial community, other
mining companies, and others who may present management
with unsolicited proposals. Because of our lack of the necessary capital to
currently pursue the exploration of the North Beck Claims, we will more than
likely NOT be able to retain on a fee basis professional firms specializing in
raising money. Rather, we will most likely have to rely on outside sources not
otherwise associated with us, sources that will accept their compensation only
after we have entered into a joint venture or partnership arrangement of some
kind. To date, we have not engaged or entered into any discussion, agreement or
understanding with any particular consultant or other expert or professional
regarding our search for mineral exploration partners and joint venturers. We
have not done so because we are familiar with several mining companies on our
own who we intend to approach and who may be interested in joint venturing or
partnering with us or others in some fashion to explore the North Beck Claims.
To thus hire an outside consultant or expert to assist us in a search for mining
partners or joint venturers would be premature until we have exhausted our own
sources for exploratory capital. If at such time as our own sources dry up or
are otherwise not fruitful, we will then consider retaining a consultant, expert
or other professional to assist us in this regard. At present, we have no
intention of doing so. Though our main objective is the exploration of the North
Beck Claims and if and when a mineral exploration partner or joint venturer is
interested in financing an exploration program, and no assurance can be made
that one will, we should make it very clear that we do NOT intend to engage
ourselves in the mineral exploration management business and we will therefore
NOT be conducting or carrying out any earth disturbance-type exploration program
ourselves and on our own, independent of others having more qualifications and
expertise in this area. Reference is also made to the subsections above titled
"Pursuit of Partnership, Joint Venture and Outside Funding Opportunities" and
the subsection in our Plan of Operation section below titled "Form of Agreement
with Prospective Exploration Partner/Joint Venturer Unknown at This Time."  Rights and Abilities of Shareholders to Participate
in Business Decisions.  Management has, and will have, broad discretion to
negotiate a joint venture or other transaction considered in the best interests
of the Company and our shareholders.  It is presently anticipated by management that prior to
consummating a possible partnership or joint venture funding transaction,
including the acquiring of additional mineral claims, we, if required by
relevant state laws and regulations, will seek to have the transaction approved
or ratified by shareholders in the appropriate manner. Under Nevada Revised
Statutes (NRS) 78.320 titled "Stockholders' meetings: Quorum; consent for
actions taken without meeting; participation by telephone or similar method"
certain actions that would routinely be taken at a meeting of shareholders may
be taken by written consent of shareholders having not less than the minimum
number of votes that would be necessary to authorize or take corporate action at
a formal meeting of shareholders. Here, our president and chairman of the board,
Mr. Coombs, controls, directly and indirectly, nearly 95% of our issued and
outstanding shares. Thus, if Mr. Coombs, on behalf of North Beck, decides by
written consent to consummate a particular funding transaction, Nevada corporate
law provides that minority shareholders would not be given the opportunity to
vote on the issue.  Nevada law further provides that unless the written
consent of a majority of the shareholders entitled to vote is obtained, notice
of a meeting shall be given at least ten (10) days before a meeting is held and
not less than 60 days. See NRS 78.370 titled "Notice to stockholders."
Regardless of whether an action to acquire or merge is ratified by conducting a
formal shareholders' meeting or by written consent of a majority, we are
committed to providing our shareholders with complete
disclosure documentation concerning a potential funding transaction or
opportunity, including appropriate audited financial statements of the
participant, if applicable, to the extent the same can be made available at the
time. It is anticipated that all of such information will be disseminated to the
shareholders either by means of a proxy statement prepared in accordance with
Schedule 14A promulgated under the Exchange Act in the event that a
shareholders' meeting is actually called and held, or by information statement
prepared and disseminated in accordance with Schedule 14C promulgated under the
Exchange Act in the event the corporate action is approved by the written
consent of a majority.  Employees.  We have no employees. Depending upon the future prices of
silver, lead, zinc, gold, and possibly other precious metals, we may hire
consultants and independent contractors during the early stages of implementing
our business plan. How such persons would be compensated has not yet been
determined but it is conceivable that employees or consultants might be given
stock options and the ability to exercise the same through the adoption of a
formal  19    employee and/or consultant
compensation plan or program. If the ability to provide such consideration to
employees and consultants requires us to file some type of registration
statement with the Commission under the 1933 Act, we will consider doing so.
However, this appears highly unlikely at this time.  We have no immediate plans to retain employees until such
time as our business plan warrants or justifies the expense, or until we
successfully acquire or merge with another entity or operating business that is
willing to provide the means to explore the North Beck Claims and such a course
of action thereupon becomes necessary or desirable. We may find it necessary to
periodically hire part-time clerical help on an as needed basis.  Executive Offices/Facilities.  We currently maintain executive offices or facilities at
the office of our president and chairman of the board located at 3098 South
Highland Drive, Suite 323, Salt Lake City, Utah 84106-6001. Our telephone number
is 801-467- 2021 and our fax number is 801-467-3256. The Company does not pay
rent for these office facilities. We have no written agreement and pay no rent
for the use of this facility. Even if we had the capital, we have no current
need or plans to secure commercial office space from which to conduct our
business. Until such time as we commence the exploration of the North Beck
Claims or we complete a partnership, joint venture or funding transaction of
some kind, the type of office and other facilities that we will require is
unknown.  Subsidiaries and Related Companies.  Valley High does NOT have any subsidiaries or related
companies or entities. None of its officers or directors currently serves on the
board or otherwise act as officers of any other company, partnership or limited
liability company engaged in mining or involved in the mining business. Mr.
Coombs, our principal officer and director, does own over 20% of the stock of a
mining exploration company called Tintic Gold Mining Company.  Transfer Agent.  Standard Registrar & Transfer Company replaced Atlas
Stock Transfer and is the current transfer agent for our common stock. Its new
address is 12528 South 1840 East, Draper, Utah 84020.  Its phone number is
801-571-8844 and its fax number is 801-571-2551. .  ITEM 2. DESCRIPTION OF PROPERTY.  Executive Offices/Facilities.  Our executive office is located at 3098 South Highland
Drive, Suite 323, Salt Lake City, Utah, 84106-6001. Our telephone number is
801-467-2021 and our fax number is 801-467-3256. This is also the business
office address of our president and chairman of the board. We pay no rent for
the use of this address or facility. We do not believe that we will need to
maintain any other or additional office at any time in the foreseeable future in
order to carry out our plan of operations described in this document. We believe
that the current facilities provided by our president are adequate to meet our
needs until we become more fully operational.  The North Beck Mining Claims Acquired By the
Company By Lease Agreement.  The North Beck Mining Claims ("mineral claims") acquired
by the Company on April 19, 2004 by way of lease agreement with North Beck Joint
Venture, LLC ("North Beck"), a limited liability company controlled, directly
and indirectly, by our president and chairman of the board, are located in the
Tintic Mining District of Juab County, State of Utah, approximately 100 to 110
miles south of Salt Lake City and directly west of, and adjacent to, the town of
Eureka. More particularly, the mineral claims are also located directly west of
the Bullion Beck Mill and the Bullion Beck properties. In addition, a now
abandoned mine known as the Gemini Mine is but a few hundred feet away from the
mineral claims. A copy of two maps of our mineral claims are together attached
to this Annual Report as Exhibit 99.1. One of these maps is an aerial photograph
of our mineral claims. This map was supplied to us by the EPA. The second map is
a topographical map generated by the Utah Department of Oil, Gas & Mining
(DOGM). The latter map shows the actual location of our North Beck mineral
claims west of the town of Eureka, Utah. This map also shows where the
Sacramento and North Beck Mines are located. We have attached additional maps as
exhibits to this Annual Report. Exhibit 99.2 is an Index Map. Exhibit 99.3 is a
Property Location Map.  20    Exhibit 99.4 is a Land
Ownership Map.  Our mineral claims contain several separate mines,
shafts, holes and so-called "prospecting pits." One of the mines is as deep as
1,000 feet, another is reportedly 1,600 feet deep. These mineral claims were
owned, as long ago as 1933, by the North Beck Mining Company, claims which the
Coombs Family acquired in 1974 and have owned ever since. The northern portion
of the claims lie within the Jenny Lind Tract of the Tintic Mining District of
Juab County, Utah. The precise legal description of these 470.097 acres is
contained in Exhibit "A" to the mining lease agreement, itself attached to this
document as Exhibit 10.1.  The favorable or prospective mineralization of interest
in the North Beck Claims is of the siliceous copper-gold-silver category with
minor amounts of lead and zinc.  A spur line of the Union Pacific Railroad lies directly
across the street from the North Beck Claims. Approximately, two years ago, the
EPA obtained permission from us to re-pave or re-surface the frontage road on
the mineral claims and we gave them such permission. We are not certain whether
they have completed this task. We believe that this makes, or will make, the
mineral claims somewhat more accessible. There is currently no minerals
extraction equipment on our mineral claims. Nor are there any other
mining-related infrastructure facilities. While there were
at one time head frames situated above the actual mining shafts of the
Sacramento and North Beck Mines, these head frames are essentially non-existent
today and would have to be substantially re-built to be of any use. Finally,
there are no direct sources of power that can be utilized at or on the mineral
claims even though the claims do actually border the city limits of Eureka. We
have not investigated and do not know if our proximity to the town of Eureka
would make it easier or less expensive to bring power to the mineral claims. We
do not believe it would make a difference, considering that bringing power to
the claims for exploratory purposes would likely be only temporary.  Though the reader may wish to review the lease agreement
itself, Ex. 10.1 hereto, the major terms of the lease agreement are summarized
as follows:  In April 2004, Valley High issued the lessor and owner of
the North Beck mineral claims, 5,000,000 restricted shares of its stock as lease
consideration. Valley High valued this stock issuance, on its books and records,
at carryover basis of $0. Valley High is obligated to spend $15,000 over the
5-year lease term in exploration, development and similar costs for the benefit
of the North Beck Claims. Any shortfall at the end of the 5-year lease period is
due and payable in cash to North Beck. This provision is typical in a mining
lease agreement of this nature. However, since the money we will be providing to
our expert/consulting geologist improves the North Beck Claims, this money will
be a credit against our 5-year work commitment of $15,000. North Beck has also
agreed to indemnify and hold Valley High harmless from any Environmental
Protection Agency (EPA) claim or claims by a similar state agency based solely
on past mining contaminations or other environmental violations or damage. The
mining lease contains an option to buy the subject mineral claims from North
Beck for $3,000,000. The lease expires on April 18, 2009. The lease provides
Valley High with the option to renew the lease in 5- year renewals on
substantially the same terms and conditions.  Under the lease, we are also obligated to pay a 3.5% net
smelter return royalty to North Beck on all mineral-bearing ores sold, which is
due and payable 45 days after payment is received from the smelter or buyer. The
mining lease agreement also gives a credit to us for the first $30,000 of net
smelter royalties owed to North Beck as a result of the 5,000,000 shares issued
to North Beck as lease consideration. Management believes and understands that
providing a credit for net smelter returns is fairly typical in a mining lease
agreement of this nature and such a provision has been in other mineral leases
involving the North Beck Claims.  The Sacramento Mine.  One of the two deepest shafts or mines located on the
mineral claims is called the Sacramento. This mine is located along Cole Canyon
Road just west of Eureka. Access to the site can be gained by the
interconnection of secondary dirt roads. From downtown Eureka, the intersection
of the secondary road is located 0.8 miles west along U.S. Highway 50 and 6 and
approximately 0.3 miles west of the Bullion Beck head frame. Following the dirt
road north and bearing east, the shaft is found on the western side of the road
and adjacent to the first major dump up Cole Canyon. The road has a small
washout near the highway and may require minor grading for stream crossing.   21    According to data from the
Abandoned Mine Reclamation Program, a program instituted and overseen under the
auspices of the Utah Department of Natural Resources, Division of Oil, Gas &
Mining (DOGM), the Sacramento consists of a 14 x 19 foot vertical shaft presumed
to be at least 1,000 feet deep and closing to 12 x 20 feet at 8 feet deep.
During the 1990's, the Abandoned Mine Reclamation Project
measured the Sacramento to a depth of 563 feet where resistance to further
probing was met. At this depth the shaft was believed to be bridged or caved.
The shaft has a flat concrete collar which, according to the Abandoned Mine
Reclamation Program, appeared stable.  In the mid-1990's, with the permission of North Beck
Joint Venture, LLC, the owner, the Abandoned Mine Reclamation Program covered
over the Sacramento by placing a mesh and concrete grid over the hole as
outlined under Section 0250 of the DOGM's Mine Closure Rules. It also made
provisions for drainage control by constructing a 12 inch berm around the
perimeter of the shaft as further described in Section 0250 of the Mine Closures
Rules.  The North Beck Mines or Shafts.  A second deep mine or shaft on the mineral claims is
called the North Beck. This site is located to the north of the dirt road in
Jenny Lind Canyon. From Eureka City Cemetery, one goes 0.75 miles west and then
takes the right fork up the Jenny Lind Canyon 1.9 miles, then at another right
fork, one goes further up the Canyon 0.2 miles. This site is located to the
north of the road near the bottom of a low ridge. Because this site cannot be
reached by automobile, access to the site is by heavy equipment or possibly a
four-wheel drive vehicle.  The North Beck shaft is over 1,600 feet deep, having a
shaft with dimensions of 15 feet by 15 feet. The shaft is located on top of a
large dump dominating the site. The collar of the shaft is partially covered
with wood and has framing extending down the shaft. A fence surrounds the
collar.  A second, smaller North Beck shaft is nearby. This shaft
has a collar 12 feet by 14 feet and contains a hole approximately 50 feet
deep.  During the mid-1990's, at the same time that the
Abandoned Mine Reclamation Project covered over the Bullion Beck, the Sacramento
and the Gemini Mines, it also covered over the North Beck and Sacramento Mines.
These latter shafts were covered a little differently, however. A rebar grate
closure over the shafts was installed on both mines to eliminate any entry by
the public. The rebar grate was constructed out of No. 8 rebar and has
dimensions of 20 feet by 20 feet. The grate was designed to cover an area of 400
square feet over the large North Beck shaft. The fence surrounding the collar of
the shaft was repaired at the conclusion of the installation of the rebar grate
closure. Because the Abandoned Mine Reclamation Program had to destroy timber to
gain equipment access to the site, the Program revegetated about 0.1 acres of
area disturbed during the reclamation.  The Black Warrior and West Cable Mines or
Shafts.  In addition to the North Beck and Sacramento Mines, the
Black Warrior and West Cable Mines are also situated on our mineral claims, not
to mention numerous other holes, shafts and so-called "prospecting pits."
Reference is made to Item 6 of Part II below titled "Management's Discussion and
Analysis or Plan of Operation."  Current State of Affairs.  Approximately 5 or 6 years ago, North Beck Joint Venture,
LLC, gave permission to the Utah Abandoned Mine Reclamation Program administered
by DOGM to cover the Sacramento and North Beck Mines in order to eliminate any
future liability for someone falling down the shafts, the very purpose of the
Program. This was a wise course of action because, though any such persons are
trespassers by law, there are frequently hikers and snowmobilers in the Tintic
Mining District area. Recently, the Abandoned Mine Reclamation Program notified
us that they desired to close up, or close over, a 100 foot mining shaft on our
Peru Claim at the northern end of our property.  Significantly, however, in covering over the openings of
the mines, neither the Sacramento nor the North Beck Mines have been filled in
with dirt or any other solid substances. This means that these mines can all be
re-opened and re-worked again if the proper regulatory permits are obtained. See
"Government Regulation" section above. We have taken no steps to obtain the
regulatory permits necessary to re-open and re-work the mines, unless and until
we obtain the necessary capital and funding to do so and that course of action
is what a mining partner or joint venturer  22    would want to do.  Based on the work of the Utah Abandoned Mine Reclamation
Program, all of the existing underground workings in the Sacramento, the North
Beck, the Black Warrior and West Cable Mines are currently inaccessible. It is
not known for certain whether or not ore minerals of commercial grade were ever
encountered in the old workings and it is also not known for certain whether
minerals having significant value were ever produced or extracted from these
mines or mining shafts and the overall mineral claims directly. At present, we
do not possess any specific records indicating the results of any such past
mining activity on the North Beck Claims, let alone whether or not ore minerals
of commercial grade or quantity were ever encountered on the mineral claims. We
are also not aware, at this time, of whether there was ever any actual
production or removal of any precious metals from mining activity that occurred
on the North Beck Claims. We believe that most of these records are lost.
Reference is made to Work Sequence No. 1 in Phase One of our Plan of Operation
below which details our efforts to locate and retrieve lost and other
records.  Future Plans for the North Beck Claims In The Event
Necessary Exploration Capital and Funding Is Obtained.  Due to lack of capital, we have no present plans to
clean, dewater, open up or otherwise rehabilitate any of the old workings in any
of our mines or shafts in order to conduct sampling or assaying. Any exploration
will be in the nature of testing and, if sufficient evidence is obtained,
possible drilling for favorable or prospective mineralization. In such event, we
will be subject to regulation by DOGM. See "Government Regulation" section
above. It should be again emphasized that the potential for pursuing an
extensive permitting process in order to further drill or test the claims is
dependent on the prices of gold and primarily silver and lead. We have no
particular timetable in this regard for the simple reason that no capital is
currently available for such purpose.  As stated above, the known mineralization of interest in
the North Beck Claims is of the siliceous copper-gold-silver category with minor
amounts of lead and zinc. The possibility of the North Beck Claims attaining the
status of a silver, gold or lead producer is completely unknown and will depend
upon the results of any future exploration program engaged in by us, if any. At
the present time, the North Beck Claims have no specifically known viable
mineral deposits or ore reserves. Accordingly, the objective of any future
geological mapping and other work will be to determine what specific exploration
program, if any, to pursue.   ITEM 3. LEGAL PROCEEDINGS.  There are presently no pending legal proceedings to which
we or any officer, director or major stockholder is a party or to which any of
our mineral claims is subject and, to the best of our knowledge, information and
belief, no such actions against us are contemplated or threatened.  Since late 2001, the Environmental Protection Agency
(EPA) declared the Eureka, Utah, area a Super-Fund site and the EPA has since
been involved in the clean-up of lead contamination in the area, specifically,
the locality adjacent to the North Beck Claims. Our president, however, has
never received any indication from the EPA or any state or federal governmental
authorities that these clean-up or remediation efforts on the part of the EPA
involve, or would involve, our mineral claims, particularly when, to
management's knowledge, there are no significant mineral tailings on our mineral
claims, no actual mineral production is known to have ever taken place on the
mineral claims, and no smelter activities have ever been undertaken on our
mineral claims. Put another way, no formal or other notice has been received
from the EPA or anyone else of any potential liability for past mining activity
on the North Beck Claims. Management believes that this will be a significant
improvement to the mineral claims, an improvement which shall be at no cost to
either North Beck or us. We are informed that the EPA is completing its clean-up
and remediation efforts in the Eureka, Utah, area for which we are informed that
it has spent approximately $40 million. We believe that these substantial
clean-up efforts on the part of the EPA result in a far more favorable
environment for mineral exploration activity in and around Eureka than in the
more recent past.  Aside from the foregoing, it is significant that in the
mining lease agreement attached as Ex. 10.1, North Beck Joint Venture, LLC, the
lessor, specifically indemnifies and holds us harmless from any environmental
liability created or occurring prior to the date of the April 19, 2004, lease
agreement. Accordingly, were the EPA to go after or pursue North Beck Joint
Venture for reimbursement of any clean-up costs (something that is believed to
be extremely  23    doubtful), we would have no
exposure or other liability in that regard.   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS AND REPORTS TO SHAREHOLDERS.  We did not submit any report, proxy statement or
information statement to security holders during the fiscal year. We are subject to the information reporting requirements
of the Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance
therewith, we file reports and other information with the Commission. Reports
and other information filed by the issuer with the Commission can be inspected
and copied at the Commission's Public Reference Library in the Commission's own
building located at 100 F Street, N.E., Washington, D.C. 20549. Copies of such
material can be obtained from the Public Reference Section of the Commission at
prescribed rates. An interested person may also obtain information about the
operation of the Public Reference Room by calling the Commission at 1-800-
SEC-0330.  Inasmuch as we are an electronic filer, and the
Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission, an interested person may access this
material electronically by means of the Commission's home page on the Internet
at www.sec.gov.com. To facilitate such access for an interested person, our CIK
number is 0001301838. As of the date of this filing, we have not established our
own web address or web page nor do we have any plans, at present, to do so.   PART
II   ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.  Market Information.  Our common shares are quoted on the Over-the-Counter
Bulletin Board (OTCBB) administered by the Financial Regulatory Authority
(FINRA) under the symbol VHMC.OB. Since that date, the trading activity in our
stock has been as follows:  VHMC - VALLEY HIGH MINING





Year Ending December 2007BID

ASK

PRICEEND DATE

HIGH

LOW

CLOSE

HIGH

LOW

CLOSE

HIGH

LOW

CLOSE

VOLUME12/29/2007

0.25

0.2

0.2

0.51

0.3

0.51

0.3

0.20

0.2

15,82009/28/2007

0.25

0.21

0.21

0.32

0.3

0.3

0.25

0.21

0.21

3,48006/29/2007

0.25

0.26

0.26

0.55

0.32

0.32

0.32

0.32

0.32

2,00003/30/2007

0.26

0.25

0.26

0.55

0.4

0.55

--

--

--

0  Currently, there are 5,281,346 shares of our common stock
issued and outstanding. As of the date of this Annual Report, only 281,346 of
these shares may be sold without restriction. This is because all such 281,346
shares have been issued and outstanding for as long as 20 years. As to the
additional 5,000,000 "restricted" shares currently issued and outstanding, these
shares were issued in 2004 to North Beck Joint Venture, LLC, pursuant to the
Section 4(2) exemption from registration and in consideration for the execution
of that certain mining lease acquisition agreement attached to this document as
Exhibit 10.1. These 5,000,000 "restricted" shares represent approximately 94.7%
of our total number of issued and outstanding shares and are held by insiders
and affiliates. As to the shares recently issued to North Beck Joint Venture,
LLC, such shares are subject to an Investment Letter and none of such shares are
eligible for transfer or resale in the absence of an effective registration
statement covering such shares, or an available exemption, all as contemplated
in Item 201(a)(2) of Regulation S-B. At the same time, in December 2006,
2,400,000 of these 5 million shares were conveyed by North Beck to Mr. Coombs
directly and personally as an inter-family transfer or disposition for tax and
estate planning purposes. A "restrictive" legend remains on the 2,400,000 shares
acquired by Mr. Coombs. Similarly, Mr. Coombs may not transfer or sell these
2,400,000 "restricted" shares in the absence of an effective registration
statement covering such shares, or an available exemption.   24    At present, none of our
officers and directors own or control any shares that are not "restricted" or
which do NOT bear a restrictive legend.  Of the 5,281,346 shares issued and outstanding, 5,000,000
are "restricted." Those 281,346 shares that are not "restricted" have been
issued and outstanding for as long as 20 years.  We currently have no outstanding warrants, options,
incentive stock option or employee compensation plans of any kind or nature. At
the same time, and though there are currently no plans to do so, no assurance
can be given that such derivative securities will not be issued in the
future.  There are no plans, proposals, arrangements or
understandings with any person, including any securities broker-dealer or anyone
associated with a broker- dealer, concerning the development of a trading market
in our common capital stock.  Holders.  According to our stock transfer agent, Standard Registrar
& Transfer in Draper, Utah., as of the date of this Annual Report, there
were 1,139 holders of record of our common capital stock.  Description of Our Securities.  Our authorized capital stock consists of 50,000,000
shares of common capital stock, $0.001 par value, of which 5,281,346 shares are
considered issued and outstanding as of our fiscal year-end, December 31, 2007.
No new shares were issued by the Company in 2007.  We have no preferred shares issued or authorized.  Voting Rights.  Stockholders are entitled to one vote on all matters to
be voted upon for each share of common stock held. The shares do not have the
right to cumulative voting for directors, meaning that holders of more than 50
percent of the shares voting for the election of directors can elect all of the
directors if they choose to do so.  Liquidation Rights.  In the event of liquidation, dissolution or a winding up
of us or our affairs, holders of common stock would be entitled to receive pro
rata all of our remaining assets that are available and distributable to the
shareholders after first satisfying claims of creditors and anyone else having
rights that are superior to those of the common stockholders.  Preemptive Rights.  Stockholders do NOT have a preemptive right to acquire
our unissued shares of common stock.  Dividends and Dividend Policy.  Our Board of Directors has NOT declared or paid cash
dividends or made distributions in the past and we do not anticipate that we
will pay cash dividends or make distributions to shareholders in the foreseeable
future. We currently intend to retain and invest future earnings, if any, to
finance our operations.  The holders of our common stock are entitled to receive
such lawful dividends as may be declared by the Board of Directors. As of this
date, no such dividends have been declared nor does management believe it likely
that dividends will be declared in the near or distant future. The payment of
any future dividends will depend upon, among other things, future earnings,
capital requirements, our financial condition and general business conditions.
As a result, there can be no assurance that any dividends on common stock will
be paid in the future. We also have no redemption or sinking fund provisions
applicable to any shares of common stock.   25    Securities Authorized
for Issuance under Equity Compensation Plans.  We have NOT authorized any securities for issuance under
any equity or other compensation plans of any type or nature, inasmuch as we
have NOT adopted any such incentive or compensation plans and have no intention,
at present, to do so.  Recent Sales of Unregistered
Securities.  None.  Use of Proceeds of Registered
Securities.  None; not applicable.  Purchases of Equity Securities by Us and Affiliated
Purchasers.  None; not applicable.   ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION  We are a start-up, exploration stage corporation and have
not yet generated or realized any revenues from our business operations. As a
precious metals mineral exploration company, it is our intent and objective to
obtain a partner or joint venturer with the funding and expertise necessary to
explore our leased mineral claims located in the Tintic Mining District of Juab
County, Utah, directly west of the town of Eureka, Utah (hereinafter "The North
Beck Claims" or "mineral claims") for their silver, lead, gold and zinc
potential. These mineral claims contain several mines or mining shafts, two of
which are relatively deep or extensive. One, called the Sacramento Mine, was dug
prior to 1898 and it is 1,000 ft. deep. The other, called the North Beck Mine,
is 1,600 ft. deep and was dug between 1917 and 1922. There are several other
mines, shafts, holes or "prospecting pits" on our mineral claim property that
vary from 50 feet deep to 500 ft. deep.  Having completed Phase One of our business plan and Plan
of Operation during our first quarter of the fiscal year, we are now in the
position of pursuing Phase Two. This is the phase in which we are attempting to
obtain a joint venture mining exploration partner to explore our patented mining
claims acquired by us by lease agreement in 2004 ("the North Beck Claims").  During 2006 , we obtained, through the National
Association of Securities Dealers, Inc., an Over-the-Counter Bulletin Board
(OTCBB) symbol. That symbol is VHMC.OB.  In the beginning of our 2006 fiscal year, our energies
were devoted towards getting our Form 10-SB/A "cleared" by the Commission and
also, completing Phase One of our Plan of Operation, which was the completion of
a detailed geology report. These two goals were accomplished in March 2006.
Later, our energies were devoted to obtaining an OTC Bulletin Board symbol,
which we achieved in May 2006. Since that time, our energies and activities have
been solely devoted towards locating a joint venture mineral exploration
partner.  At February end 2006, over two years ago, we took
principals of a Canadian mining company located in Vancouver on a physical tour
of our properties. We also provided them with a copy of our geology report.  In September 2006, our president and chairman of the
board, Mr. Coombs, accompanied a neighboring property owner on a property tour
of its nearby property with a large US mining company whose stock trades on the
NY Stock Exchange. This principal of the mining company did not have time to
physically tour the North Beck Claims that day though we did drive by them and
look at them from the highway leading out of the town of Eureka. We subsequently
provided this company with a copy of our geology report.  We have not heard
back from this particular mining company and our subsequent efforts to follow up
with them have been left unanswered.  We can only assume that, for the time
being, this US mining company is not interested in the District.  During January of our first quarter of this last fiscal
year, 2007, a principal of a large Canadian mining company whose stock trades on
the American Stock Exchange (AMEX) also spent time touring the Tintic Mining
District and  26    meeting with at least one
large property owner.  We had brief conversations with this principal at
that time.  We subsequently provided this company with a copy of our
geology report.  During our second quarter of 2007, we learned that this
company abandoned its interest in the District for reasons, we are told,
unrelated to the Districts mining potential.  Specifically, we are told
that, among other reasons, the company was unable to get adequate assurances
from the EPA that it wouldnt be liable for past contamination caused by another
operator if it were to do exploratory work or engage in mining operations,
particularly in the Mammoth area, an area NOT within the EPAs current Superfund
designation.  As a result, this company decided, for now, that it would be
unduly expensive and difficult to engage in exploration activity in the
District.  It could be that this company was also unable to negotiate with
other property owners in the District whose property it would have wanted to
acquire or lock up in some fashion.  Unfortunately, we are not privy to all
the reasons or details.  This reality may unfortunately hamper our ability
to attract a suitable joint venture mining exploration partner in the near
future.  That is to say, if the reason that this particular mining company
lost or abandoned interest in the District was because it felt that it couldnt
work with the EPA and/or other land owners, or both, this could unfortunately
mean that Phase Two of our Plan of Operation will be very difficult, if not
impossible, to accomplish either in the near future or at all.  During December 2007, we met with officials with the Utah
Department of Environmental Quality (DEQ) and talked to them about whether there
would be any special remediation efforts required of us or a joint venture
partner if we engaged in any exploratory activity on our mining claims.  We
contacted them because we were informed that the Canadian mining company
mentioned in the preceding paragraph had also met with them.  During our
meeting, we learned that the DEQ really lacks jurisdiction over any mining
operations or clean up unless a particular and unique environmental hazard or
problem arises that DOGM cant handle.  The DEQ thus referred us to the
EPA.  In January of 2008, we contacted the EPA in an effort to
learn whether or not we, or a joint venture mining partner, would be required to
finance or undertake any special clean up or remediation of possible
contamination undertaken by others in the past, if that contamination were on or
near any exploratory activity that we undertake.  We asked this question
because we were under the impression that this possible requirement or
obligation may have scared off the Canadian mining company mentioned above, a
mining company that was interested in the Mammoth, Utah, area, an area
approximately 1 to 3 miles from our mineral claims.  The following
summarizes the EPAs response to our inquiry, a response we received by email on
or about March 6, 2008:  1.    The EPA isn't
in the position of giving legal advice to a company such as yours wanting to conduct mining
operations and the EPA does not provide "comfort letters".  2. If your company intends to mine in
an area already contaminated or that is part of a Superfund site,
you should refer to the provisions of CERCLA including
section 122.  Unless we were entering into a settlement, the EPA is not in
the position to define exactly what a company can or can not do in its
mining operations to avoid incurring liability - anything we said could
be open to interpretation and could be seen as limiting our enforcement
discretion and ability to enforce CERCLA.  3. If the company does not cause or
contribute to the release or threat of release of hazardous
substances, it should be able to avoid incurring liability under
CERCLA.  4. We believe that your property is
outside the Eureka Superfund Site boundary as it is currently
defined.  We don't believe that we have conducted much if any sampling on
your property or in the vicinity of your property so it would be
difficult to say whether or not your property is contaminated.  Selected Financial Data.  Because we have no exploration, development, or other
operational mining- related activities, selected financial data would not be
particularly meaningful. Reference is made to our audited financial statements
included in Item 7 of  27    Part II below.  Starting in April 2004 when we emerged from dormancy, we
have incurred accounting costs and other expenses in connection with
reactivating ourselves and filing a Form 10-SB/A registration statement with the
Commission. The total expenses for our fourth quarter ended December 31, 2007,
resulted in a net loss, for the fiscal year, of $11,425. Since re-emergence from
dormancy on April 19, 2004, we have incurred total expenses of $46,905. This
figure also represents our total or cumulative stockholders' deficit as of
December 31, 2007. Funding of these and other expenses was from working capital
provided by our only officer and director, namely, Mr. Coombs, a person who,
because of his indirect ownership interest in our lessor, has an obvious vested
interest in seeing the successful exploration of the North Beck Claims. Mr.
Coombs's loans have been designated as "advances," inasmuch as they do not bear
interest. In the event we were to someday become profitable, we may agree to pay
Mr. Coombs back-interest for his advances, an eventuality that we believe is
highly unlikely. However, we would likely not do so nor would Mr. Coombs request
the same if doing so would adversely impact us or our liquidity. For further
disclosure or information in this regard, reference is made to the subsection in
Item 1 of Part 1 of the DESCRIPTION OF BUSINESS section titled above "Agreement
With Our Sole Officer and Director to Advance Certain Necessary Funds" and also
the section immediately below.  Liquidity and Capital Requirements.  At of the date of this Annual Report
on Form 10-KSB, we lack the necessary capital to implement a full-fledged
mineral exploration program. We currently have approximately $112 in our
checking account. Be this as it may, the amount of cash in our checking account
at any given time is largely meaningless in that Mr. Coombs advances us money
when necessary to pay our debts and expenses. Since our emergence from the
dormant stage on April 19, 2004, our working capital has been funded by personal
advances from an officer and director. These advances may someday be converted
to equity, though there are no plans to do so at this time. These advances do
not require interest payments at the present time and unless we become
profitable, an event thatappears to be highly unlikely at this time, we do not believe that it is
at all likely that our agreement with our sole officer and director, Mr. Coombs,
would be modified to provide for such. At present, there are no plans to charge
interest. In the event we modify our agreement in the future with Mr. Coombs to
allow for the charging of interest, we do not believe it would have any material
impact on us or our liquidity because both we and Mr. Coombs would not agree to
such a modification unless we were profitable.  We will be able to satisfy our cash requirements for not
only the next 12 months but at least for the next two (2) years in that our sole
officer and director has committed himself to advancing what funds are necessary
to satisfy our cash requirements and keep us current in our 1934 Exchange Act
reporting obligations. We believe that this time period is consistent with the
disclosure in our Plan of Operation described below in that we believe that
between 1 and 2 years from now, we should be able to complete our business plan.
If not, we will know by then what it will take to complete it or, we will know
that it cannot practically be completed.  Management believes that the ability to locate and "sign
up" a joint venture partner or mining company partner of some kind may be
difficult depending upon a variety of factors such as the price of silver, lead
and gold over the next year or two, the cost of mining exploration at that time,
the ability of a joint venture partner to sign up other, adjoining property
owners, and possibly, interest rates, not to mention the overall state of the
economy.  These are factors and circumstances that are beyond our control
and which cannot be predicted with any certainty. We currently have no specific
sources of financing, including bank, private lending sources, or equity capital
sources. We also cannot assure anyone that we will be able to develop any joint
venture partner sources in the future. Further, we are unable to guarantee that
at the expiration of two years from the time that our registration with the
Commission became effective, that individual members of management will continue
to advance us sufficient money to make us continue in our reporting obligations.
We do not mean to imply, however, that individual members of management will NOT
continue to advance us funds beyond the next 2 years, particularly if there is
likelihood that we will be able to complete our business plan if we continue
beyond the next 2 years. On the other hand, it is also conceivable that we can
complete our business plan in less than 2 years or, we might learn that it
cannot be completed within that time frame. If management does not desire to
loan or advance sufficient funds to continue beyond the next 2 years for the
simple reason that the prospects of our business plan look bleak, we may be
required to look at other business opportunities, the form of which we cannot
predict at this time as to do so would be highly speculative on our part.   28    During our 2007 fiscal year,
we had seriously difficulty attracting any interest in our mining claims.
 We believe that this has been due to the fact that the land ownership in
the Tintic Mining District is very fragmented, meaning that ownership is held in
the names of numerous, numerous corporations and individuals, many possibly
having conflicting ownership rights and interests.  At the same time, we
believe that a serious mining company or joint venture mining partner would want
to be able to tie up an extended or large area or block of land.
 Fragmented land ownership therefore means that a mining company or joint
venture partner would have to spend a lot of time and energy on land and title
work and, when all is said and done, may not be able to lock up or amass a large
block of land.  Accordingly, extensive land and title work in the overall
area of our mineral claims would likely be a significant expense and cost that a
prospective joint venture mining partner is not be willing to assume.  We also believe that the significant EPA presence in the
Eureka, Utah, area, while it completes its Superfund clean up operations, may
also have a negative effect or impact on a potential mining company or a joint
venture mining partner, simply because they may fear that the EPA would require
them to do remediation, etc., that they wouldnt otherwise be required to do if
the EPA were not highly present and active in the area.  Contingency Planning.  We have few assets and limited capital, with no
operations and no current sources of income.  It is anticipated that we will require only nominal
capital to maintain our corporate viability and necessary funds will be provided
by officers and directors for at least the next two years. However, unless we
are able to enter into a partnership or joint venture relationship with an
experienced entity willing to finance our intended exploration, we will likely
not be able to achieve our operational goals. In such event, management will be
forced to look at other business opportunities.  Off-Balance Sheet Arrangements.  None; not applicable.  PLAN OF OPERATION  We are an exploration stage mining company. An
exploration stage mining company is one engaged in the search for mineral
deposits or mineralized material (reserves) which are not in either the
development or production stage. Mineralized material is defined as a
mineralized body, which has been delineated by appropriate spaced drilling or
underground sampling to support sufficient tonnage and average grade of metals
to justify removal. We currently have the right to explore the North Beck
Claims, a contiguous group of over 45 separate and contiguous patented mining
claims which together comprise slightly over 470 acres of ground located just
west of the town of Eureka, in Juab County, Utah. These mineral claims contain
several mining shafts or mines, four of which are known as the Sacramento, the
North Beck, the Black Warrior and West Cable Mines. According to the director of
the Utah Abandoned Mine Reclamation Program, with whom we have conversed, there
appear to be as many as 24 holes, mines, shafts or "prospecting pits" on our
mineral claims. They range in depth from between 50 feet deep to 1,600 feet
deep. All of the holes, mines or shafts on our mineral claims have essentially
been covered over by the Utah Abandoned Mine Reclamation Program with the
exception of a 100 ft. shaft on our Peru Claim. We do not know if this hole or
shaft has been covered over. It was supposed to have been covered over last
summer by Spectrum Engineering, an independent contractor for the Utah Abandoned
Mine Reclamation Program. We have not heard whether Spectrum completed the
project or not.  Now that we have obtained a final geology report from our
consulting geologist, our overall business methodology and plans are to (1)
contact prospective joint venturer mining companies and other prospective
partners to finance and carry out the planned or proposed exploration program
that we have now developed or devised and (2) upon accomplishing that milestone,
commence carrying out our mineral exploration program as disclosed in detail
below. We characterize these two coordinated, phased efforts as Phases Two and
Three, respectively, of our overall business plan and plan of operation. The
following is a summary of these Phases. Phase One was completed in that during
March 2006, we received a final geology report from our consulting geologist,
Mr. O. Jay Gatten, a report that contains the proposed drilling exploration
program summarized below.  Phase Two is our current stage of operations. In this
stage, we are searching out and contacting possible exploration  29    joint venturers or partners
for the purpose of implementing an actual mineral exploration drilling program
on our mineral claims.  Phase Three cannot be commenced until Phase Two is
complete, that is, until we have located and contracted in some fashion with a
joint venture partner willing to finance the exploration of our mineral claims.
Phase Three contains actual drilling targets, projected timelines involved, and
the projected or estimated costs thereof. We can give no assurance that the
projected or estimated costs of our drilling exploration program would be the
ultimate cost of this project. These are merely good faith estimates based on
the best knowledge available to us at this time.  In Phase Two, we are in the process of distributing our
mineral/geology report to interested parties, conducting mineral claim tours,
and otherwise actively seeking out and investigating potential partnerships,
joint venture and other funding arrangements with various known and unknown
mining companies with the intention of getting such entities to provide the
funding and expertise necessary to implement a serious and bona fide drilling
exploration program on the North Beck Mining Claims. What we have accomplished,
or tried to accomplish, in this regard during this year is set forth in our
discussion of Phase Two below.  PHASE ONE  This Phase involved two sequences or milestones. The
first was to locate and collect all existing or known data previously compiled
on our mineral claims. This milestone was achieved in October and November of
2005 and all information we were able to amass and collect was turned over to
our consulting geologist. The second sequence or milestone of this Phase was to
obtain a final geology report on our mineral claims in order to generate
investor interest. This was accomplished during our first quarter, specifically,
in March 2006. This completes Phase One. We now have several physical copies of
our geology report, plus, our consulting geologist has given us this report in
CD or electronic disk form, which we can copy and distribute at our own
convenience. This enables us to furnish the report either by physically mailing
or delivering a copy of the report (with all maps included) or, by providing the
entire report in disk format, or both.  What data and information we were able to collect and
compile on our mineral claims going back to the 1800's is interesting and in the
interest of non- duplication, and because this Phase is now complete, we will
not repeat it here. However, any person interested in what we did and what we
discovered in order to complete this Phase, reference is made to our fifth
amended registration statement on Form 10-SB/A filed on March 10, 2006 and our
Annual Report for our fiscal year ended December 31, 2005, filed on March 30,
2006. Both documents are available on Edgar, the Commission's database.
Reference is made to www.sec.gov.  PHASE TWO  Having completed Phase One of our business plan and Plan
of Operation, it is now our intention to embark upon and undertake the following
three (3) additional work sequences or milestones in order to carry out and
complete Phase Two.  Work Sequence or Milestone No. 1.  To contact as many mining companies as possible that we
can target and whom we believe might be interested in partnering or joint
venturing with us to engage in an exploratory drilling program on the North Beck
Claims. Our efforts to achieve this are something we have detailed and
elaborated upon in a subsection below titled "Means of Completing PHASE TWO and
Locating an Exploration Program Joint Venturer or Partner." We have also
included a proposed or planned "phased" exploration plan or program for any such
joint venture or partner to consider. This is a very important part of our Plan
of Operation and it is summarized in the section below titled "PHASE THREE: OUR
PLANNED OR PROPOSED 'PHASED' DRILLING EXPLORATION PROGRAM THAT WE SEEK TO
IMPLEMENT." We cannot make an estimate of how long it will take to get a partner
or joint venturer interested in our claims, assuming we can, nor can we make ANY
positive assurance whatsoever that we can. It may take a year or two. It may
take less. This is a task that we will undertake in the ordinary course of our
business. And this work sequence or milestone will be on-going. There will no
particular cost associated with this sequence. This is because our consulting
geologist's final report is and will be available to be shipped out, in disk
format, including all exhibits associated with it. The only costs that we
envision at this time are long distance (if applicable) telephone call costs,
all of which our sole officer and director has agreed to advance. There will
therefore be little out-of-pocket costs  30    associated with this work
sequence. We do NOT believe that the cost associated with carrying out this work
sequence or milestone is significant.  Work Sequence or Milestone No. 2.  To conduct mineral claim tours with interested parties
with the intent of leading to a suitable minerals agreement to explore our
claims. This work sequence or milestone is self-explanatory and is something we
will do with any interested party upon request. The cost associated with this
sequence will be gas money to travel the 100 plus miles south of Salt Lake City
to conduct such tours, the time it takes to do so, and possibly, paying our
consulting geologist to venture with us and meet prospective partnership
candidates when we undertake any such mineral claim tours.  Work Sequence or Milestone No. 3.  To keep abreast of ongoing EPA and Utah Department of
Oil, Gas & Mining (DOGM) response activities in the District. This is
something we can accomplish in the ordinary course of our business and if
nothing else, by monitoring DOGM's website. There is no particular cost
associated with this work sequence. This is not to ignore that since the Eureka,
Utah, area was designated as a Superfund Site by the EPA in July 2002, our
lessor is on their mailing list and receives notice from the EPA with regard to
important environmental events or issues relating to the North Beck Claims. Our
lessor has not recently received any notices in a long time from the EPA. We
also intend to rely on our consulting geologist to some degree with regard to
this work sequence in that he is in a better position than we are to become
aware of environmental concerns and issues pertaining to the District. This is
because our consulting geologist also does some exploration permitting for
clients and therefore, he and his company are in a position to know and be aware
of any significant changes in EPA or DOGM rules or regulations or other response
activities in the District.  What We Have Done During the Year to Pursue and
Complete Phase Two.  During our first quarter, we conducted an on-site tour of
our mineral claim property with a principal of a Canadian mining company located
in Vancouver, British Columbia, the stock of which is listed on the Vancouver
Stock Exchange. As part of that endeavor, a principal of an investment fund
that, to our knowledge and information, finances mining exploration projects
also participated in the same tour. Further, our consulting geologist was
present, along with a local miner, a long-time Eureka, Utah, inhabitant very
familiar with our property. The mining company individual took a few soil
samples near the Sacramento Mine. We did not have time and the weather did not
permit us to tour the northern end of the property near the North Beck Mine. If
these individuals desire, this will have to be done next spring when it is not
so wet and muddy and vehicles will be able to reach the northern end of our
property by way of an old back road. During the year, we did not receive a
communication from this Canadian mining company that they would be coming to
town for another on-site tour of the property. However, we have been in
communication with them and hope that they will do so next spring. They have
communicated that they are interested in doing something in the Tintic Mining
District but we have heard nothing further and do not believe that they have
made a decision in this or any other regard. We do believe that they have some
interest in our properties.  During the year, our president exchanged additional
e-mail communications with principals of a mining company based in London,
England that owns some mineral properties in Nevada. While this particular
company had previously received our geology report and had
also been emailed some of our recent reports filed on Edgar, our president was
informed by the president of this company, during the year, that they were
having financial difficulties with regard to other projects and were not at this
time able to study or become interested in our mineral claims. They did indicate
that if their financial situation changes, they would be getting back to us.  During the first quarter, our president e-mailed our
Annual Report to the principal of another Vancouver-based mining company whose
stock is also listed on the Vancouver Stock Exchange. Our president knows this
principal and had lunch with him back in November 2004 when he had occasion to
come to Salt Lake City. This particular mining company has significant mining
properties and operations on the border of Brazil and Bolivia. During the third
quarter, we attempted to again communicate with this individual but did not hear
back from him or anyone else affiliated with this particular mining company.  During the second quarter we disclosed that we contacted
the Rocky Mountain Mineral Law Foundation  31    headquartered in Colorado and
also, the Utah Mining Association headquartered in Salt Lake City to determine
if any members of these organizations, or companies they know, might have an
interest in our claims. We have since learned that these organizations do not
allow direct solicitations. Having said this, we may consider joining one or
both of these organizations in some fashion in order to be in a position to
promote or generate interest in our mineral claims. But we have not as yet done
so. At the same time, the Utah Mining Association's website contains a
membership page listing all "Mineral Extracting and Processing Companies," each
with their respective websites and contact information and we believe that this
list gives us an excellent contact list to work on for the purpose of generating
joint venture partner interest. During the third quarter we did not contact any
of these companies. We intend to do so aggressively, however, in the fourth
quarter and at least by or during the first quarter of 2007.  Finally, during our third quarter, specifically, during
September 2006, our president participated in a tour of certain other mining
claims located in nearby Mammoth, Utah, about 3 miles away from The North Beck
Claims. This tour occurred with a project manager of a large U.S. mining company
whose stock is listed on the New York Stock Exchange. This individual lacked the
time that day to tour our mineral claims (even though we did drive by them) but
did indicate that he would like to return to Eureka for such purpose, probably
with additional associates. This individual did request a copy of our geology
report, which we provided him in electronic disk format later on during the
month of September. We have since confirmed that he received it. We believe and
have surmised that mining companies who might be interested in our properties
will likely be interested in tying up surrounding properties in the overall
area. This means that getting involved in a drilling exploration program on our
claims is an expensive undertaking, as it involves substantial costs of
acquiring surrounding properties in addition to that of drilling the property
itself.  Funding of Our Planned Work Sequences.  We do NOT at this time anticipate needing any outside
funding to complete Phase Two. It is possible that this could change, but, at
this time, we find it highly unlikely. We do need, however, and will need,
substantial funding and other resources from an exploration partner or joint
venturer to implement our planned or proposed drilling exploration program. See
the discussion below titled PHASE THREE.  Form of Agreement with Prospective Exploration
Partner/Joint Venturer Unknown at This Time.  In the event that we find a joint venture/partnership
candidate, one who is serious about working with us, we do not know what form
any such joint venture or partnership agreement would take. We believe that we
would likely have to give up control of the claims in some fashion and possibly
a good portion of our stock in escrow, perhaps a majority of it. Much of this
would depend upon what a partner or joint venture candidate is willing to do in
regard to actually exploring the North Beck Claims. Accordingly, the fact is
that, at this time, it is difficult to predict or know what form any such
agreement would take and, because we are not negotiating with anyone at this
time, we do not believe it is appropriate for us to further speculate in this
regard.  Anticipated Sources of Funding If We Are Unable to
Attract a Joint Venture Mineral Exploration Partner.  As stated elsewhere herein, our anticipated sources of
funding are through a prospective joint venture mineral exploration partner(s).
We have no other sources of funding at this time to undertake and implement our
mineral exploration program or plan, which, if carried out in full and to
completion as detailed below, is anticipated or projected to cost over $900,000.
In the event that we are unable to attract and enter into a business
relationship with a joint venture mining partner to explore our claims, we do
not, at this time, know what we would do to obtain alternative funding. We may
explore the possibility of some type of debt financing; however, we have not
made any definitive determination in this regard at this time. We do not
anticipate any type of public stock offering or other equity offering in the
event that we cannot attract a joint venture mining partner because we believe
that going through the registration statement process once again with the
Commission would be too expensive and take too much time and we do not, at this
time, know of any particular persons or entities who might be interested in
investing with us in such event. In the event that we are unable to attract a
suitable joint venture mining partner, we will at such time be required to
investigate or come up with alternative sources of funding, something which we
have not, at this time, had the opportunity or time to undertake or explore.   32    PHASE THREE: OUR PLANNED OR
PROPOSED "PHASED" DRILLING EXPLORATION PROGRAM THAT WE SEEK TO IMPLEMENT  Based on our knowledge of our mineral claims, the
following discussion sets forth the phased drilling exploration plan or program
that we would, at this time, recommend or suggest to an interested joint venture
exploration partner:  1.0 EXPLORATION POTENTIAL  In spite of historical exploration and mining activity in
the overall Tintic Mining District and also near to our North Beck Claims, it is
a striking fact that very little documented exploration work has been done on
the North Beck Claims. Bear Creek Mining Company's Jenny Lind Project, done in
1955 and 1956, covered the north end of our property but did not consider a
large portion of our property. Some of the Jenny Lind work included surface
mapping, geochemical sampling, surface alteration mapping, and an airborne
magnetic survey. The only other work of any extent was underground exploration
work done at the North Beck shaft between 1917 and 1922. What underground work
was done at the Sacramento mine in the late 1800's and later has been lost.  1.1 North Beck Underground Exploration Work.  Shaft sinking and related underground horizontal mine
workings (drifts) were done to explore the Ophir Shale and a limestone member at
depth. The North Beck shaft is known to be at least 1,600 feet deep and a total
of 6,700 feet of drifting was carried out on the 600, 1,200 and 1,600 foot
levels of the mine. Almost all of the work was oriented southeast of the shaft.
No mineral occurrences were noted on the geologic maps currently available.  In the late 1950's, Bear Creek Mining Company attempted
to reopen the shaft in order to remap the underground workings and possibly
diamond drill or extend mine workings to the north of the shaft. The shaft was
blocked at a depth of 580 feet and no further work was done owing to safety
concerns and probably cost.  2.0 EXPLORATION TARGETS  The North Beck Claims are located within the Tintic
Mining District and are north and on general trend with the Gemini "ore run".
Sedimentary rocks that host ore bodies elsewhere in the district crop out or dip
under the property. Favorable structures include location on the west limb of a
major trough-like fold called the Tintic syncline and major crosscutting faults
with related fracturing of the rocks. Hydrothermal alteration zones that are
often related to buried ore bodies are present at the surface. The proximity to
ore bodies in the District, favorable host rocks, hydrothermal alteration, major
faults and very limited past exploration work, all combine to demonstrate, we
believe, the favorable exploration potential of the North Beck Claims.  Time Frame for Commencing and Completing Our
Exploration Plan.  The schedule as to the work is dependent upon funding but
it would ideally conform to the seasons and the climatic conditions at the
mineral claim property. It would be best if the surface field work could start
in the spring, probably around May 1st. Then the Phase I drilling could follow
in the late summer and continue into the autumn. The preparation of a report and
maps would then be done during the winter months. Phase II drilling, if
warranted, would start the following spring, as soon as ground conditions would
allow access to the drill sites. The total time required for the surface
exploration work and Phase I drilling would be about 8 months to 1 year. The
total time required for both the Phase I and Phase II programs would range from
18 months to 2 years.  2.1 Eureka Gulch.  The extreme southern boundary of the property is located
on the north side of Eureka Gulch near the productive West Beck fault and the
California Break, at the north end of the Gemini "ore run." The interactions of
these faults occur in the valley, which is obscured by recently deposited
alluvial sands and gravels. This target includes the Jumbo claim. Horizontal
fault displacement at Eureka Gulch is about 2,000 feet. North of the Gulch, the
carbonate rocks have been displaced about 2,000 feet to the west. The Apex and
Opex dolomite crop out and trend north from the bottom of Cole Canyon through
the West Cable and Sacramento mines located on our mineral claims.   33    2.2 Black Warrior.  Near the Black Warrior Mine shaft there is a prospective
structural situation where the Paxman fault is intersected by a
northwest-trending fault. This site occurs in the central part of the property
on the Paxman fault. The Ajax Dolomite, which hosts ore elsewhere in the
district, crops out at the surface.  2.3 North Beck.  This was a top priority drill target of Bear Creek Mining
Company during their Jenny Lind program undertaken by Kennecott in the 1950's.
This target was selected on the basis of structure, alteration and probable thin
cover of volcanic rocks. The objective would be to locate the northeast-trending
Dead Horse fault and explore its intersection with the northwest-trending Red
Hill fault. The approximate location of this intersection is north of the North
Beck mine in Hadfield Canyon in an area of intense hydrothermal alteration. Bear
Creek Mining Company, during the 1950's, had hope for mineralization along the
Dead Horse fault based on high metal content in soils, abundant manganese
oxides, and intense alteration (iron oxides, clay, silica).  Two holes were drilled by Bear Creek Mining Company in
the 1950's but they failed to penetrate surface material and reach bedrock. This
target is located in the northern part of the mineral claim block.  2.4 Porphyry Flat.  Strong clay alteration is mapped near the boundary
between sedimentary rocks to the south and volcanic rocks to the north. This
area is also near the easterly extension of the Dead Horse fault. There are also
jasperoid bodies that crop out at the surface in this area. An abandoned mine
shaft is present and prospect pits dot the area.  Target Summary.  The North Beck Claims have the potential to host economic
silver and lead deposits, though we can make no assurance whatsoever that this
is, or ever will be, determined. If there are indeed such deposits, these would
most likely be replacement ore deposits similar to those mined in the past in
the nearby Gemini "ore run". These suspected mineral deposits would be at depth
and most likely be "blind". There will be very little, if any, evidence at the
surface of any hidden mineral deposits. Expensive drilling and underground
exploration work and drilling will be required to test these targets.  3.0 EXPLORATION PLAN  Our exploration plan focuses on the location of
replacement type, high grade, silver and lead deposits at depth. The application
of surface exploration methods for deep or "blind" ore bodies should be limited
owing to the negative results of past work during the Jenny Lind project and the
depth to exploration targets. Effective exploration techniques for buried ore
deposits will involve costly drilling and underground work. This is a staged or
"phased" exploration plan and the work done in each successive stage is based on
the results of previous work.  How the Results of Prior Phases Will Determine
Whether to Proceed with the Next Phases.  Surface exploration work is conducted first, with the
purpose of generating valid drilling targets. Prospecting work is done on the
ground by a field geologist to identify areas with high metal content and
showing the signs of hydrothermal alteration. These data are then compiled on to
maps and a report is prepared. A meeting with the geologist, project manager,
property owner and the joint venture partner would then be held.  If the decision is made to conduct the drilling program,
a budget is set up and then managed and administered by the project manager.  Drilling is the most effective way to locate the
suspected mineral deposits that could occur beneath the North Beck Claims.
Samples of the drill cuttings are collected for each 5 foot to 10 foot drill
interval. These samples are labeled as to hole number and depth and stored in
plastic or cloth bags. In addition, a small reference sample of each 10 foot
interval is placed in a chip tray with several compartments. The drill cuttings
are carefully logged by a geologist and a description of each drill hole is
prepared. This description includes the rock type and any evidence of  34    mineralization or hydrothermal
alteration. Based on this inspection, promising samples are selected for
assaying and submitted to a certified commercial laboratory. All available
information is then reviewed by the geologist. Particular attention is paid to
any promising assays, the depth of any mineral deposits and the potential size
of the deposit. A report is then prepared which discusses the potential mineral
deposit, the risks involved and additional recommended work. If drilling is
recommended, the drill sites, the footage and estimated costs are also included
in the report. Another meeting with all the involved parties is then held and a
decision would be made as to whether or not Phase II drilling, or other
additional work, would be conducted. The decision as to whether to proceed with
further phases upon the completion of each phase will ultimately be made by
those persons financing the same.  3.1 $10,000 Property survey (hand-held GPS
receivers).  * Survey property boundary - Monument and mark strategic
points such as patented claim corner monuments. Locate road intersections and
other key points. * Locate any abandoned mine workings and measure the
depths that the shafts are open (as is feasible and safe). * Prepare a base map at a scale of about 1"=400' on a
topographic base. (use 24"x36", standard size drawings and also prepare an
electronic file).  One month - estimated time to complete.  3.2 $20,000 Surface Geologic Mapping.  * Compile all applicable Bear Creek Mining Company (Jenny
Lind project) data to the base map. Focus on faults, formation outcrops and
alterations.  * Conduct surface mapping at 1"= 400' scale to verify map
compilation and focus in "problem" areas. Use hand-held GPS units for survey
control and focus on mapping faults and structures.  * Compile data to the base map(s) and write a summary
report.  Two months - estimated time to complete (no snow
cover).  3.3 $7,000 Rock Sampling (Done during mapping
work).  * Collect about 200 samples (200 x $15 = $3,000). Focus
on mine dumps and faults.  * Maintain chain of custody and analyze samples using 32
Element ICP (Induced Coupled Plasma) method at a commercial laboratory (200 x
$20 = $4,000).  Estimated time to complete is included in section 3.2
above.  3.4 $16,000 Soil Sampling.  * Collect soil samples from the base of the B soil
horizon at points located on a survey grid. (What we mean by this is that soil
generally has 3 horizons or horizontal layers. The upper is the "A" horizon and
is characterized by organic material. It is usually only an inch or two thick.
Below this is the "B" horizon which contains some organic material and is brown
in color. This horizon is up to 18" thick. The next horizon down is the "C"
horizon which contains rock fragments and is gray in color. Minerals (elements)
tend to be leached out, and are transported downward to the base of the "B"
horizon, where they are concentrated.) Samples would be collected from surveyed
points located in prospective areas. All sites to be located using GPS. Mark
sites with flagging and metal tags. (500 x $15 = $7,500).  * Maintain chain of custody and analyze samples at
commercial laboratory using 32 Element ICP method. (500 x $15 = $7,500).  * Prepare summary report and map with sample site
coordinates, all in digital form. ($1,000). Two months -- estimated time to
complete (assays require + one month)   35    3.5 $6,000 Assess Data
& Select Drill Targets.  * Review geologic and geochemical data.  * Select drill targets and construct sections, showing
estimated depths to the targets.  * Prepare a report outlining the exploration targets,
including risks and estimated costs to do the work.  Two weeks -- estimated time to complete  3.6 $25,000 Permitting/Bonding.  * Select drill sites and trench sites.  * Obtain exploration permits.  Six weeks - estimated time to complete  3.7 $15,000 Trenching.  * Focus on promising surface prospects and
structures.  * Conduct trenching (20 sites)  * Sample zones of alteration or mineralization.  * Maintain chain of custody and analyze samples. (200
samples x $20 = $4,000).  * Prepare a report plus maps.  Six weeks estimated time required (about 1 month required
for the assays to be completed).  3.8 $230,000 Phase I Drilling.  (Drill the 2 most favorable or desirable targets) Reverse
circulation angle holes. Assume 7 holes - average depth about 1,500 feet. * Drilling (10,000 feet x $16 = $160,000).  * Site preparation ($10,000).  * Drill supervision (30 days x $800 = $24,000).  * Assays and tests (100 x $20 = $2,000).  * Report, drill sections and maps ($6,000).  * Contingency (14% - $28,000). Three months - estimated
time to complete (Two months field, one month office). $329,000 Estimated cost of work through Phase I drilling
(through section 3.8).  Eight to twelve months - estimated time to complete the
work through Phase I drilling.  3.9 $920,000 Phase II Drilling.  To be based on the results of Phase I.  * Drilling (15,000 feet x $16 = $240,000).   36    * Coring (10,000 feet x $45 =
$450,000).  * Site preparation ($20,000).  * Permitting/bonding ($25,000).  * Drill site supervision (60 days x $800 = $48,000).  * Assays and tests (300 x $20 = $6,000).  * Report, drill sections ($10,000).  * Contingency (15% - $121,000).  Twelve months- estimated time to complete the Phase II
drilling.  3.10 Dollar cost to be determined.  Underground Exploration Work  * Shaft sinking.  * Horizontal mine workings (drifts).  Our "Day to Day" Operations.  With respect to our "day to day" operations, our sole
officer and director has other full time employment, as is repeatedly stated
elsewhere in this document. He will therefore NOT be devoting his full time and
energy, on a daily basis, to us. To the extent that completion of Phases One and
Two of our Plan of Operation requires us to make a phone call or two at least
every day, and otherwise follow up with prospective joint venture candidates, we
will do that. To the extent it requires more, we will do that also, even if it
is on a daily basis. At some point, we may be waiting for experts to complete
reports or compile data. When that is the case, there will be little we can do
"day to day," other than to wait for those tasks or events to be completed,
circumstances that will largely be beyond our direct control. We will also have
to wait for prospective joint partner candidates to "get back to us" while they
review the materials we will have furnished them or while they wait for their
experts to get back to them. If and when we are waiting for such persons "to get
back to us," there is little that we will be able to do on a "day to day"
basis.  Resulting Situation in the Event That a Successful
Exploration Program Were Completed.  It is noteworthy that even if we were to complete a
successful mineral exploration program and we successfully identify a mineral
deposit (something to which there can be no assurance whatsoever), we will still
be required to raise substantial additional funds in order to undertake further
drilling and engineering studies (i.e., development) to determine if that
mineral deposit does in fact have commercial viability. In short, there are
three basic categories of operation in mining: exploration, development, and
extraction. Put another way, if in fact we embark upon and undertake a
successful mineral exploration program, we would still be required to complete
the second phase, namely, that of "developing" the claims in order to undertake
actual mineral extraction. We can make no assurance that we can complete a
successful exploration program or, that if we do, it would lead to further
development of the mineral claims, let alone the successful development, for
extraction purposes, of commercial quantities of mineralization.  Possible Assistance of Third Parties in Obtaining
an Exploration Partner or Joint Venturer.  Assuming we need third parties to assist us in contacting
interested mining partners/joint venturers, management intends to compensate any
such person or firm on a contingency basis. No up front cash will be paid to
anyone for such services, particularly when we lack any cash for any such
purpose in any event. We thus intend to defer any compensation that might be due
or owed any such person, consultant, advisor or broker-dealer until such time a  37    partnership transaction can be
finalized and we can be assured that, but for them, we would not have entered
into such a transaction. If we engage outside advisors or consultants in our
search for an exploration partner or joint venturer, we will have to make a
determination as to how such persons will be compensated. At present, we have no
intention of hiring or retaining, on a contingency basis, any outside advisors
or consultants for this purpose.  Employees.  As stated elsewhere in this document, we do NOT intend to
use or hire any employees, with the possible exception of part-time clerical
assistance on an as-needed basis. Outside advisors or consultants will be used
only if they can be obtained for minimal cost or on a deferred payment basis.
Management is confident that we will be able to operate in this manner and to
continue our search for partners, joint venturers and other funding
opportunities.   ITEM 7. FINANCIAL STATEMENTS.  38                 VALLEY HIGH MINING COMPANY [An Exploration Stage Company]   FINANCIAL STATEMENTS  For the Year Ended  December 31, 2007                          39    VALLEY HIGH
MINING COMPANY [An Exploration Stage Company]     CONTENTS  PAGEReport of Independent Registered Public Accounting
Firm
41Balance Sheet, December 31, 2007
42Statements of Operations, for the
years ended December 31, 2007 and 2006 and
for the period from re-entering of
exploration stage on
April 19, 2004 through December 31,
2007
43Statement of Stockholders' Equity (Deficit), for
the period from re-entering of exploration
Stage on April 19, 2004 through December 31,
2007
44Statements of Cash Flows,  for the years ended
December 31, 2007 and 2006 and for the
period from re-entering of exploration stage on
April 19, 2004
through December 31, 2007
45Notes to Financial Statements
46 - 50    40


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM    Board of Directors Valley High Mining Company Salt Lake City, Utah  We have audited the
accompanying balance sheet of Valley High Mining Company [an exploration
stage company] as of December 31, 2007, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 2007 and 2006 and for the period from re-entering the exploration
stage on April 19, 2004 through December 31, 2007.  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 audits.  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.  The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting.  Accordingly, we express no such opinion.  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
financial statements referred to above present fairly, in all material respects,
the financial position of Valley High Mining Company as of December 31, 2007,
and the results of its operations and its cash flows for the years ended
December 31, 2007 and 2006 and for the period from re-entering the exploration
stage on April 19, 2004 through December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.  The accompanying financial
statements have been prepared assuming that Valley High Mining Company will
continue as a going concern.  As discussed in Note 4 to the financial
statements, Valley High Mining Company has incurred losses since its inception
and has not yet established profitable operations.  These factors raise
substantial doubt about the ability of the Company to continue as a going
concern.  Managements plans in regards to these matters are also described
in Note 4.  The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.  /s/Pritchett, Siler & Hardy,
P.C.  PRITCHETT, SILER & HARDY,
P.C. March 18, 2008 Salt Lake City, Utah


41


VALLEY HIGH MINING COMPANY [An Exploration Stage Company]  BALANCE SHEET   ASSETS  December 31, 2007CURRENT ASSETS:Cash
$
112Total
Current Assets

112$
112LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable
$
-Related party advances

45,017Total
Current Liabilities

45,017STOCKHOLDERS' EQUITY (DEFICIT):Common stock, $.001
par value,
50,000,000
shares authorized, 5,281,346
shares
issued and outstanding at December
31,
2007

5,281Capital in excess of par
value

746,093Retained deficit

(751,374)Deficit accumulated during the
Exploration
Stage

(46,905)Total
Stockholders' Equity (Deficit)

(46,905)$
112                       The accompanying notes are an integral part
of these financial statements.


42


VALLEY HIGH MINING COMPANY [An Exploration Stage
Company]  STATEMENTS OF OPERATIONS  For the Year Ended
December 31,

From the
Re-entering Of Exploration Stage on April 19, 2004 through
December
312007

2006

2007REVENUE

$
-

$
-

$
-EXPENSES:General and
administrative


11,425


13,846


46,905LOSS FROM
OPERATIONS


(11,425)


(13,846)


(46,905)CURRENT TAX
EXPENSE


-


-


-DEFERRED TAX
EXPENSE


-


-


-NET LOSS

$
(11,425)

$
(13,846)

$
(46,905)LOSS PER COMMON
SHARE

$
(.00)

$
(.00)                                   The accompanying notes are an integral part
of these financial statements.


43


VALLEY HIGH
MINING COMPANY [An Exploration Stage
Company]  STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIT) FOR THE PERIOD FROM RE-ENTERING OF
EXPLORATION STAGE ON APRIL 19, 2004 THROUGH DECEMBER
31, 2007  Common Stock

Capital in Excess
of

Retained

Deficit
Accumulated During the ExplorationShares

Amount

Par Value

(Deficit)

StageBALANCE,April 19, 2004
281,313

$
281

$
751,093

$
(751,374)

$
-Shares issued to acquire mining claims lease valued
at shareholder carryover basis of $0, April 2004
5,000,000


5,000


(5,000)


-


-Rounding shares issued
33


-


-


-


-Net loss for the period ended December 31,
2004
-


-


-


-


(4,339)BALANCE,December 31, 2004
5,281,346


5,281


746,093


(751,374)


(4,339)Net loss for the period ended December 31,
2005
-


-


-


-


(17,295)BALANCE,December 31, 2005
5,281,346


5,281


746,093


(751,374)


(21,634)Net loss for the period ended December 31,
2006
-


-


-


-


(13,846)BALANCE,December 31, 2006
5,281,346


5,281


746,093


(751,374)


(35,480)Net loss for the period ended December 31,
2007
-


-


-


-


(11,425)BALANCE,December 31, 2007
5,281,346

$
5,281

$
746,093

$
(751,374)

$
(46,905)                     The accompanying notes are an integral part
of these financial statements.


44


VALLEY HIGH MINING COMPANY [An Exploration Stage
Company]  STATEMENTS OF CASH FLOWS  For the Year
Ended
December 31,

From the
Re-entering Of Exploration Stage on April 19, 2004 through
December
31,2007

2006

2007Cash Flows From Operating
Activities:Net
loss
$
(11,425)

$
(13,846)

$
(46,905)Adjustments to
reconcile net loss to net
Cash
used by Operating activities:Change
in assets and Liabilities:Increase
(decrease) in accounts
Payable

-


(5,050)


-Net
Cash Provided (Used) by
Operating
Activities

(11,425)


(18,896)


(46,905)Cash Flows From Investing
Activities:Net
Cash (Used) by Investing
Activities

-


-


-Cash Flows from Financing
Activities:Proceeds from
common stock issuance

-


-


-Proceeds from
related party advances

11,500


18,200


47,017Net
Cash Provided by
Financing
Activities

11,500


18,200


47,017Net increase in
Cash

75


(696)


112Cash at Beginning of
Period

37


733


-Cash at End of
Period
$
112

$
37

$
112Supplemental Disclosure of
Cash Flow Information:Cash paid
during the periods for:Interest
$
-

$
-

$
-Income
taxes
$
-

$
-

$
-  Supplemental
Schedule of Non-cash Investing and Financing Activities: For the year ended December
31, 2006: None  For the year ended December
31, 2007: None            The accompanying notes are an integral part
of these financial statements.


45


VALLEY HIGH MINING COMPANY [An Exploration Stage
Company]  NOTES TO FINANCIAL
STATEMENTS  NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES  Organization - Valley High Mining Company (the Company)
was organized under the laws of the State of Utah on November 14, 1979 as Valley
High Oil, Gas & Minerals, Inc.  The Company was suspended for failure
to file annual reports.  In December 2001, all required reports were filed
and the Company was reinstated.  In April 2004, the Company merged with
Valley High Mining Company, a Nevada corporation incorporated on February 27,
2004.  The Nevada Corporation became the surviving entity.  In April
2004, the Company acquired mining claims from North Beck Joint Venture, LLC, for
5,000,000 shares of the Companys common stock.  The mining claims cover
approximately 470 acres located in the Tintic Mining District, Juab County,
Utah.  The Company is currently unable to estimate the length of time
necessary to initiate an exploration stage program and has no assurance that a
commercially viable ore body exists in its properties until appropriate
geological work and testing of the mineralized areas can support an economically
feasible evaluation which the Company is unable to perform due to a lack of
working capital.  The Company is considered to have re-entered into the
exploration stage on April 19, 2004.  The Company has not generated any
revenues and is considered to be an exploration stage company according to the
provisions of Industry Guide 7.  The Company has, at the present time, not
paid any dividends and any dividends that may be paid in the future will depend
upon the financial requirements of the Company and other relevant factors.  Cash and Cash Equivalents - The Company considers all
highly liquid debt investments purchased with a maturity of three months or less
to be cash equivalents.  Mining Properties Upon determination of the existence of
a commercially minable deposit, the Company will capitalize pre-operating and
mine development costs including acquisition costs relating to the deposits.
 The Company periodically reviews its mining property for impairment in
accordance with Statement of Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets.  Income Taxes - The Company accounts for income taxes
in accordance with Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes.  This statement requires an asset and
liability approach for accounting for income taxes.  Loss Per Share -The Company computes loss per share in
accordance with Statement of Financial Accounting Standards No. 128, Earnings
Per Share, which requires the Company to present basic and dilutive loss per
share when the effect is dilutive [See Note 6].  Accounting Estimates - The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimated by management.


46


VALLEY HIGH MINING
COMPANY [An
Exploration Stage Company]  NOTES TO FINANCIAL STATEMENTS  NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES [Continued]  Recently Enacted Accounting Standards -Statement of
Financial Accounting Standards (SFAS) No. 155, Accounting for Certain Hybrid
Financial Instruments  an amendment of FASB Statements No. 133 and 140, SFAS
No. 156, Accounting for the Servicing of Financial Assets, SFAS No. 157. Fair
Value Measurements, and SFAS No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements
No. 87, 88, 106, and 132 ®, SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities  Including an amendment of FASB Statement No.
115, and SFAS No. 160, Noncontrolling Interest in Consolidated Financial
Statements (as amended), were recently issued.  SFAS No. 155, 156, 157,
158, 159, and 160 have no current applicability to the Company or their effect
on the financial statements would not have been significant.  Restatement - The financial statements have been restated
for all periods presented to reflect a 1-for-35 reverse stock split effected by
the Company on April 16, 2004 [See Note 2].    NOTE 2 - CAPITAL
STOCK  Common Stock -The Company has authorized 50,000,000 shares
of common stock with a par value of $.001.  At both December 31, 2007 and
December 31, 2006, respectively, the Company had 5,281,346 shares issued and
outstanding.  In
April 2004, the Company issued 5,000,000 shares of common stock.  The
shares were issued for a mining claims lease valued at shareholder carryover
basis of $0.  Stock Split -On April 16, 2004 the Company effected a
1-for-35 reverse stock split.  The financial statements for all periods
presented have been restated to reflect the stock split.


47


VALLEY HIGH MINING
COMPANY [An
Exploration Stage Company]  NOTES TO FINANCIAL STATEMENTS    NOTE 3 - INCOME TAXES  The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes.
 SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of temporary
reporting differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards.  The Company has available at
December 31, 2007, an operating loss carryforward of approximately $46,905,
which may be applied against future taxable income and which expires in various
years through 2027.  The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is dependent, in part, upon
the tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined.  Because of the
uncertainty surrounding the realization of the loss carryforwards, the Company
has established a valuation allowance equal to the tax effect of the loss
carryforwards and, therefore, no deferred tax asset has been recognized for the
loss carryforwards.  The net deferred tax assets are approximately $7,035
and $5,322 as of December 31, 2007 and December 31, 2006, respectively, with an
offsetting valuation allowance of the same amount.  The change in the
valuation allowance during the twelve months ended December 31, 2007 is
approximately $1,713.    NOTE 4 - GOING
CONCERN  The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
 However, the Company has incurred losses since inception and currently has
no on-going operations.  Further, the Company has current liabilities in
excess of current assets.  These factors raise substantial doubt about the
ability of the Company to continue as a going concern.  In this regard,
management is proposing to raise any necessary additional funds not provided by
operations through loans, through possible additional sales of its common stock,
or through a transaction with a mining joint venture partner in which the
partner or joint venturer would finance a mineral exploration program on the
Companys claims.  There is no assurance that the Company will be
successful in raising this additional capital or in achieving profitable
operations.  The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.


48


VALLEY HIGH MINING COMPANY [An
Exploration Stage Company]  NOTES TO FINANCIAL STATEMENTS     NOTE 5 - RELATED
PARTY TRANSACTIONS  Management Compensation -For the years ended December 31,
2007 and 2006, the Company did not pay any compensation to any officer or
director of the Company.  Office Space - The Company has not had a need to
rent office space.  An officer/shareholder of the Company is allowing the
Company to use his office as a mailing address, as needed, at no expense to the
Company.  Related Party Advances -An officer/shareholder of the
Company has made advances to the Company and has directly paid expenses on
behalf of the Company.  At December 31, 2007 and December 31, 2006,
respectively, the Company owed the shareholder $47,017 and $35,517.  The
advances bear no interest and are due on demand.  Mining Claims Lease - In April 2004 the Company
acquired a mining claims lease from North Beck Joint Venture, LLC, for 5,000,000
shares of the Companys common stock.  The mining claims cover
approximately 470 acres located in the Tintic Mining District, Juab County,
Utah.  The lease has been recorded on the books at $-0- which is the
carryover basis of the lease to the related entity.  The lease has an
initial 5-year term but is renewable so long as the Company expends a minimum of
$15,000 in exploration, development or other costs in each 5-year period.


49


VALLEY HIGH MINING COMPANY [An
Exploration Stage Company]  NOTES TO FINANCIAL STATEMENTS   NOTE 6 - LOSS PER SHARE  The following data show the amounts used in computing loss per
share for the periods presented:  For the Year
Ended December 31,2007

2006Loss from
operations available to common shareholder (numerator)
$
(11,425)

$
(13,846)Weighted average number of common shares outstanding during
the period used in loss per share (denominator)

5,281,346


5,281,346  Dilutive loss per share was not presented, as the Company had no
common equivalent shares for all periods presented that would affect the
computation of diluted loss per share.    NOTE 7 - COMMITMENTS AND CONTINGENCIES  Contingent Liabilities - The Company has not been active
for 20 years, since it discontinued its energy related and real estate
operations.  Management believes that there are no valid outstanding
liabilities from prior operations.  If a creditor were to come forward and
claim a liability, the Company has committed to contest the claim to the fullest
extent of the law.  Due to various statutes of limitations and because the
likelihood that a 20-year old liability would not still be valid, no amount has
been accrued in these financial statements for any such contingencies.
 Further, some accounting and other records were lost during the years of
inactivity.  Between 1983 and 1985 there were 18,440 shares of common stock
issued for which the exact date of issuance and valuation is not known.
 Management has estimated that these shares had a fair market value of
$0.02 and $0.03 at time of issuance.  The possibility exists that if the
valuation is wrong then additional paid-in capital and retained deficit could be
understated.  Management does not believe that this possible misstatement
would be material to the Company.  Mining Lease Agreement - In April 2004 the Company entered
into a mining claims lease with North Beck Joint Venture, LLC, which has an
initial 5 year term but may be renewed for successive 5 year periods.
 Under this leasing agreement the Company shall perform exploration,
mining, development, production, processing or any other activity which benefits
the leased premises at a minimum cost of $15,000 for each successive five-year
term. All costs expended for work in excess of $15,000 for any five-year term
shall accrue and be applied to the work commitment for the next successive
five-year term only. However, the maximum amount that can so accrue for the next
succeeding lease term shall be no more than $15,000. If the Company does not
perform work in the amount of the entire $15,000 minimum expenditure, the
Company shall pay lessor the amount of any such shortage in cash.  The
Company also has agreed to pay the Lessor a 3.5% net smelter production royalty
on all mineral bearing ores.  As part of the agreement the Company is
receiving a $30,000 credit which will apply against the production royalty
payments.


50


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.  None; not applicable.   ITEM 8A. CONTROLS AND PROCEDURES.  Management's Annual Report on Internal Control Over
Financial Reporting.  Management of the Company is responsible for establishing
and maintaining adequate internal control over financial reporting.  Our
internal control system was designed to provide reasonable assurance to our
management and Board of Directors regarding the preparation and fair
presentation of financial statements.  All internal controls over financial reporting, no matter
how well designed, have inherent limitations, including the possibility of human
error and the circumvention or overriding of controls.  Therefore, even
effective internal control over financial reporting can provide only reasonable,
and not absolute, assurance with respect to financial statement preparation and
presentation.  Further, because of changes in conditions, the effectiveness
of internal controls over financial reporting may vary over time. Because of its
inherent limitations, internal control over financial reporting may also fail to
prevent or detect misstatements.  Therefore, even those systems determined
to be effective can provide only reasonable assurance of achieving their control
objectives.  Our management, including our chief executive officer and
chief financial officer, assessed the effectiveness of our internal control over
financial reporting as of December 31, 2007.  In making its assessment of
internal control over financial reporting, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal ControlIntegrated Framework.  Based on this
evaluation, our management concluded that, as of December 31, 2007, our internal
control over financial reporting was effective based on those criteria.  This annual report does not include an attestation report
of the Companys independent registered public accounting firm regarding
internal control over financial reporting.  Managements report was not
subject to attestation by the Companys registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only managements report in this annual report.  Changes in Internal Control Over Financial
Reporting.   There have been no changes in internal control over
financial reporting.   ITEM 8B. OTHER INFORMATION.  None.   PART
III   ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT.  Executive Officers and Directors  The current and only director and officer of Valley High
is as follows:  Name

Age

PositionJohn Michael Coombs

53

President, Chief Executive Officer, Director
(Chairman of the Board), Secretary/Treasurer, and CFO or Chief Financial
Officer  The Company does not currently have a vice president or
any other officer or director.  JOHN MICHAEL COOMBS, Director and President. Mr. Coombs
practices law in the State of Utah with the law firm of MABEY & COOMBS,
L.C., a firm formed approximately five years ago. Prior to that time, Mr. Coombs
practiced law as a sole practitioner and office-shared with other lawyers and
law firms. During the past six or seven years, Mr. Coombs has, from time to time
or on occasion, acted as an arbitrator for the National Association of
Securities Dealers, Inc. (NASD). Mr. Coombs has served as an officer and
director of Valley High


51


since October 24, 2003. Since
becoming an attorney in 1982, Mr. Coombs has specialized in general corporate
matters, particularly civil and business litigation. In 1977, Mr. Coombs
graduated from Gonzaga University, in Spokane, Washington, with a B.A. degree.
In 1981, he graduated from Loyola Law School in downtown Los Angeles, the
adjunct law school to Loyola Marymount University located in Westchester,
California. Mr. Coombs received an honorable discharge from the United States
Marine Corps (USMC) in 1975. He is married with three sons.  Mr. Coombs does NOT presently devote, nor does he intend
to devote, his full time to the management of the Company. Since Mr. Coombs has
a full-time job, he estimates that he will devote between 1% and 10% of his time
to us. We believe that this number may translate into as many as 10 hours per
week but we are not certain and have no way of predicting how many hours will be
required of Mr. Coombs to endeavor to carry out our business plan. We believe
that if it takes more than 10 hours per week of his time, Mr. Coombs is willing
to devote those additional hours as necessary to make Valley High's business
plan successful.  Between 1995 and February 2000, Mr. Coombs served on the
board of directors of a company known as WideBand Corporation, a computer
hardware manufacturing company located in Gallatin, Missouri, which trades on
the Pink Sheets under the symbol ZWBC.PK and which was formerly known as Vis
Viva Corporation. From 1978 through June of 2003, Mr. Coombs also served on the
board of a company known as LipidViro Technologies, Inc., which currently trades
on the OTC Bulletin Board under the symbol LOVT.OB and which at that time was
known as Anticline Uranium, Inc. Other than a company known as Groen Brothers
Aviation, Inc., a company on whose board Mr. Coombs served during the 1980's,
Mr. Coombs has never been an officer of or served on the board of directors of
any other "publicly held" or "reporting companies" that he can recall.  As disclosed elsewhere herein, Mr. Coombs is the manager
and a member of North Beck Joint Venture, LLC, a family limited liability
company. Mr. Coombs personally owns one third of North Beck Joint Venture, LLC,
through his family living trust. He also personally owns another 15% of another
one third of North Beck Joint Venture through another family limited liability
company known as Coombs Brothers Investment Co., LLC, which itself owns one
third of North Beck Joint Venture, LLC.  We deny that any person other than Mr. Coombs "controls",
or has the power to "control," us as contemplated in the "control person"
provisions of both state and federal securities laws and as the word "control"
is further defined in Rule 405. We may engage consultants in the future but to
the extent we do, management does not believe such persons will have an ability
to "control" us or our decisions, either directly or indirectly. Further, if we
enter into any consulting agreement with any consultant, such agreement will
provide that to the extent the consultant ever acquires a direct or indirect
interest of 5% or more of our issued and outstanding
securities, the consultant will so notify us and otherwise undertake whatever
reporting obligation is required of him.  No officer or director has been involved, directly or
indirectly, in any bankruptcy or insolvency proceeding of any kind.  None is currently involved in any litigation nor has any
been involved in any litigation that would have a bearing on any such person's
fitness or other ability to act and serve as a director or officer us.  Board Meetings and Committees.  After October 24, 2003, the then-existing Board of
Directors of what was then known as "Valley High Oil, Gas & Mining, Inc.," a
Utah corporation, met and also conversed on the phone. These members of the
Board of Directors, which consisted, at that time, of three individuals,
attended or were present at all meetings held; in particular, all were present
at the shareholders' meeting held on March 26, 2004. Action taken by the Board
since October 24, 2003, was generally implemented by written consent. On April
19, 2004, the effective date of our domicile change to Nevada, we became known
as "Valley High Mining Company." As per the terms and conditions of the change
of domicile transaction, we reduced our board members to one (1), for the time
being, namely, Mr. Coombs. The purpose of this is for ease of operation during
the registration statement process and this transition period. The current Board
of Directors (currently consisting of Mr. Coombs only) has established no
committees. After the effective date of the change of domicile transaction, Mr.
Coombs, as our only board member, appointed himself as our president, CEO,
secretary/treasurer and Chief Financial Officer (CFO) for the ensuing year.  As set forth in our Nevada Articles of Incorporation and
Bylaws, copies of which are attached to our original 10-SB registration
statement as exhibits, all directors hold office until the next annual meeting
of stockholders or until their successors have been duly elected and qualified.
There are no agreements with respect to the election of directors. Though we
have not compensated any director for his or her service on the board of
directors or any committee, directors are entitled to be reimbursed for expenses
incurred for attendance at meetings of the board of directors and any committee
of the board of directors. Due to our current lack of capital resources, our
current director and any future directors will likely defer his, her or their
expenses and any compensation due and owing them, if any, until such time as we
can raise sufficient funds to explore the North Beck Claims. As of the date of
this document, Mr. Coombs has NOT accrued any significant expenses other than
time. As further set forth in our Articles and Bylaws, officers are appointed
annually by the Board of Directors and each executive officer serves at the
discretion or will of the Board of Directors. We currently have no standing
committees.


52


Compliance with Section
16(a) of the Securities Exchange Act of 1934.  Section 16(a) of the Securities and Exchange Act of 1934
requires officers, directors, and persons who own more than ten percent (10%) of
the issuer's common stock to file initial reports of beneficial ownership and to
report changes in such ownership with the Commission and the NASD. These persons
are also required to furnish the Company with copies of all Section 16(a) forms
they file. These requirements commenced upon the effective date of the Company's
Form 10-SB/A registration statement. Therefore, as of the date of this Annual
Report on Form 10-KSB, these persons, namely, North Beck Joint Venture, LLC, and
Mr. Coombs, have been subject to the requirements of Section 16(a). Valley High has informed these persons of their
obligations under Section 16(a) and they are otherwise aware of them. Further,
the Company has set up a procedure whereby periodically it will (i) notify these
persons or other future directors, officers, affiliates or "control persons" of
their Section 16(a) obligations; (ii) review the copies of Forms 3, 4, and 5
that these persons will need to file with the Commission; (iii) request written
representations from them that no other filings or disclosures were required or
necessary; and (iv) make a determination that the pertinent officers, directors
and principal shareholders have complied with all applicable Section 16(a)
requirements during the fiscal year.  Director and Officer Liability
Limitation.  Our Articles of Incorporation and Bylaws, both of which
were exhibits to our original registration statement on Form 10-SB, limit the
personal liability of directors, officers and our shareholders to the full
extent allowed by Nevada law. This is a risk factor that an investor or
potential investor should consider because it means that a disgruntled or
injured investor's remedies may not be as significant or meaningful as might
otherwise be the case in the absence of these statutory and common law
protections. Reference is made to Risk Factor No. 10 in the beginning of this
document above titled "Indemnification of Officers and Directors."  Corporate Governance.  We have no change in any state law or other procedures by
which security holders may recommend nominees to our board of directors. In
addition to having no nominating committee for this purpose, we currently have
no specific audit committee and no audit committee financial expert. Based on
the fact that our current business affairs are simple and we do not issue a lot
of checks during any quarter and have no income from mining or other operations,
any such committees are excessive and beyond the scope of our business and
needs.   ITEM 10. EXECUTIVE COMPENSATION.  Because there is no compensation to disclose under this
Item, we have not prepared a Summary Compensation Table or any other
compensation table as would otherwise be required under Release Nos. 33-8765,
the recent Commission release that requires more detailed executive and director
compensation disclosure.  We have NOT adopted a bonus, stock option, profit
sharing, equity award at fiscal year-end, share-based, grants of plan-based
program or deferred compensation plan of any sort for the benefit of our
employees, officers or directors. This, however, does not mean that we will not
do so in the future. Further, we have not entered into an employment agreement
of any kind with any of our directors or officers or any other persons and no
such agreements are anticipated in the immediate or near future.  Absence of Management Employment Agreements and
Compensation.  We do not pay any of our officers any salary. We do not
provide any other benefits to our officers. We do not have any written
agreements with any of our officers and directors. Our officers and directors
may engage in other businesses, either individually or through partnerships,
limited liability companies, or corporations in which they have an interest,
hold an office or serve on boards of directors of other
companies or entities. All officers and directors have other business interests
to which they devote their time. Because Mr. Coombs has full-time employment as
an attorney, he will probably devote no more than between 1% and 10% of his time
to us and our affairs.  Other Key Advisors and Consultants.  We have access to several outside professional firms that
can counsel us and provide important advice during our exploration stage. The
terms of engagement of these firms will be determined from time to time as their
services may be required.  Remuneration of the Board of Directors.  Mr. Coombs currently does not receive any compensation,
but may receive compensation for his services as determined in the future. This
is also true of any officers or directors that join Mr. Coombs and also end up
serving on our board. As stated above, all directors are entitled to be
reimbursed for any out-of-pocket expenses incurred by them in behalf of the
Company.


53


Absence of Keyman Life
Insurance.  Valley High does not own life insurance covering the
death of any officer, director or key employee. Based on our lack of capital,
the fact that Mr. Coombs is NOT an expert in mining, and the existence of other,
capital-driven priorities, it is highly doubtful that we would spend money
towards key man life insurance, even if we had sufficient cash on hand for this
purpose.   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth information, to the best
of our knowledge, as of the date of this document, with respect to each person
known to be the owner of more than 5% of common capital stock of us, each
director and officer, and all executive officers and directors of us as a group.
As of the date of this document there are 5,281,346 common capital shares issued
and outstanding.  Name of Beneficial Owner
Number of Shares of Common Stock
Beneficially* owned
Percent of Ownership of Common Stock
OutstandingJohn Michael Coombs (1)
2435 Scenic Drive
Salt Lake City, Utah 84109
5,000,000(2)
94.7%Directors and officer as a group (1 person
only)
5,000,000
94.7%  * Beneficial ownership is determined in accordance with
the rules and regulations of the U.S. Securities and Exchange Commission (SEC)
and generally includes voting or investment power with respect to securities.
Shares of common stock issuable upon the exercise of options or warrants
currently exercisable, or exercisable or convertible within 60 days, are also
deemed outstanding for computing the percentage ownership of the person holding
such options or warrants but are not deemed outstanding for computing the
percentage ownership of any other person. Having said this, the Company has no
outstanding stock options, warrants or compensation plans of any kind.  (1) Mr. Coombs is the president, secretary/treasurer,
CEO, CFO, and chairman of the board of the Company. He has been an officer and
director of us since October 24, 2003. Since April 19, 2004, when the
merger/change of domicile transaction became effective by operation of law, he
has been our only officer and director.  (2) This figure represents the 5,000,000 "restricted"
shares acquired by virtue of the April 19, 2004, mining lease agreement with
North Beck Joint Venture, LLC ("North Beck Joint Venture"), a Utah limited
liability company of which Mr. Coombs is the manager and a member. Its address
is 2435 Scenic Drive, Salt Lake City, Utah 84109. The owners of North Beck Joint
Venture, LLC, are the John Michael Coombs Family Living Trust, Coombs Brothers
Investment Co., LLC, a family Utah limited liability company, and the Kathleen
C. Remington Trust, J. M. Coombs, Trustee. Mr. Coombs controls each of these
members of North Beck, both directly and indirectly. In December 2006, North
Beck Joint Venture conveyed or transferred 2,400,000 of its 5,000,000 restricted
shares to Mr. Coombs, personally, for services rendered the LLC and as an
inter-family disposition for tax and estate planning purposes. North Beck Joint
Venture retained 2,600,000 or a majority of such 5,000,000 shares. This has
resulted in Mr. Coombs maintaining indirect control of the 2,600,000 shares that
remain owned and held by North Beck Joint Venture and his now having direct
control of the 2,400,000 "restricted" shares now held in his name. Both North
Beck Joint Venture and Mr. Coombs timely filed Form 4's reporting this
inter-family disposition, a disposition that does not change or impact the
voting control of the Company, control that Mr. Coombs has exercised since April
19, 2004.  There are no present arrangements or pledges of our
securities which may result in a change of control of the Company.  We are not aware of any other stockholder-related matters
to disclose in this Item in addition to what is already disclosed elsewhere in
this document.   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.  Transactions with Related Persons.  Except for the lease acquisition of the North Beck Claims
owned and controlled by our president and his immediate family, there have been
no other transactions between us and the directors or officers or any member of
any such person's immediate family. That is to say, the mining lease agreement
is the only transaction involving us that has NOT been "at arm's length." The
terms of the mining lease agreement were deemed fair and reasonable in the
judgment of our Board of Directors on the basis of prior or past lease
agreements involving the North Beck Claims, a right and power that boards of
directors have under Nevada state law. The Board of Directors also believes that
the mining lease terms given to and negotiated with Valley High are just as fair
as they would have been to any interested but unrelated third party.  As is also disclosed in footnote (2) of the preceding
Item 11 above titled "Security Ownership of Certain Beneficial Owners and
Management"


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and as further disclosed in
Item 9 of this Part titled "Directors and Executive Officers, Promoters and
Control Persons," Mr. Coombs is the manager and a member of North Beck Joint
Venture, LLC, a family limited liability company. Mr. Coombs personally owns one
third of North Beck Joint Venture, LLC, through his family living trust. He also
owns another 15% of another one third of North Beck Joint
Venture through another family limited liability company known as Coombs
Brothers Investment Co., LLC, which itself owns one third of North Beck Joint
Venture, LLC. As stated in the preceding Item, since December 2006, when Form
4's were filed on Edgar, Mr. Coombs now directly owns 2,400,000 "restricted"
shares formerly owned by North Beck Joint Venture; he also indirectly owns the
remaining 2,600,000 shares owned and held by North Beck Joint Venture, LLC.
These shares together represent 94.7% of our current issued and outstanding
shares, all as set forth in the beneficial ownership table above.  As disclosed elsewhere above, our president, chairman of
the board and majority stockholder has agreed to advance us sufficient funds to
ensure that we remain current in our "reporting" obligations with the Commission
and also as necessary to implement and carry out our first two distinct Phases
of operation identified in our Plan of Operation above. These advances do NOT
bear any interest and while there is no written agreement in this regard between
us and our sole officer and director, both we and our sole officer and director
consider his agreement to advance us money as a legal obligation. If at such
time as we would become profitable, if we ever did, we would consider paying Mr.
Coombs back-interest on his advances but only if doing so would have no material
impact on our capital resources and liquidity.  Like any other corporate officer or director, each
director and officer is subject to the doctrine of usurpation of corporate
opportunities only insofar as it applies to business transactions in which we
have indicated an interest, either through our proposed business plan or by way
of an express statement of interest contained in our minutes. If any director or
officer is presented in the future with a business opportunity that may conflict
with business interests identified by us, such an opportunity must be promptly
disclosed to the Board of Directors and otherwise made known to us. In the event
that the Board rejects an opportunity so presented, and only in that event, can
one of our officers or directors avail himself or herself of such opportunity.
In spite of these eventualities, every effort will be made to resolve any
conflicts that may arise in favor of the Company and its stockholders. There can
be no assurance, however, that these efforts will be successful. Reference is
also made to NRS78.140 titled "Restrictions on transactions involving interested
directors or officers; compensation of directors."  No Parents or Subsidiaries of the
Issuer.  We have no parent or subsidiary corporation.  Transactions with Promoters and Control
Persons.  During our last five fiscal years and other than we have
already disclosed in this Report or in our Form 10-SB/A, there have been no
material transactions or series of similar transactions, nor are there any
currently proposed transactions, in which we were or will be a party and in
which the amount involved exceeded $60,000 and further, in which any promoter or
founder of ours, such as Mr. Coombs or any member of his immediate family, had
an interest.   ITEM 13. EXHIBITS.  The following Exhibits are filed as a part of this Annual
Report on Form 10-KSB:  Exhibit Number
Description*10.1
April 19, 2004, Mining Lease Agreement by and
between the Company and North Beck Joint Venture, LLC, and accompanying
Investment Letter31
Sarbanes-Oxley Section 302 Certification32
Sarbanes-Oxley Section 906 Certification99.1
Two maps - An aerial photograph and a topographical
map showing the actual location of the mineral claims west of the town of
Eureka, Utah **99.2
Index map showing where our mineral claims are
situated in relationship to the state and county in which they are
located.**99.3
Property Location Map**99.4
Land Ownership Map**  *Summaries of all exhibits contained
within this Annual Report are modified in their entirety by reference to the
foregoing Exhibits. ** Exhibits identified with these
marks are attached to and made a part of this document in the form of pdf
files.


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ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES AUDIT AND NON-AUDIT FEES  Aggregate fees for professional services rendered us by
Pritchett Siler & Hardy, Certified Public Accountants, for the years ended
December 31, 2007 and 2006 are set forth below. The aggregate fees included in
the Audit category are fees billed for the year-end audit of our annual
financial statements and review of financial statements and statutory and
regulatory filings or engagements. The aggregate fees included in each of the
other categories are fees billed in the calendar years indicated.  Fee Category
2007

2006Audit Fees
$
6,975

$
9,579Audit-related Fees

0


0Tax Fees

0


0All Other Fees

0


0Total Fees
$
6,975

$
9,579  Audit fees for the years ended December 31, 2007 and 2006
were for professional services rendered for the audits of our financial
statements, quarterly review of the financial statements included in the
Quarterly Reports on Form 10-QSB, consents and other assistance required to
complete the year- end audit of our financial statements.  Audit-Related Fees as of the years ended December 31,
2007 and 2006 were for the assurance and related services reasonably related to
the performance of the audit or review of financial statements and not reported
under the caption Audit Fees.  Tax Fees as of the years ended December 31, 2007 and 2006
were for professional services related to tax compliance, tax authority audit
support and tax planning.  There were no fees that were classified as All Other Fees
as of the years ended December 31, 2007 and 2006.  As we do not have a formal audit committee, the services
described above were not approved by the audit committee under the de minimus
exception provided by Rule 2-01(c) (7)(i)(C) under Regulation S-X. Further, as
we do not have a formal audit committee, we do not have, at this time, audit
committee pre- approval policies and procedures.   SIGNATURES  In accordance with the provisions of the Securities and
Exchange Act of 1934 and the rules and regulations promulgated thereunder,
VALLEY HIGH MINING COMPANY has duly caused this Annual Report on Form 10-KSB for
its fiscal year ended December 31, 2007, to be signed on its behalf by the
undersigned, thereunto duly authorized.  VALLEY HIGH MINING COMPANY,
Issuer  Date:
March 17, 2008

By:
/s/John Michael CoombsJohn Michael CoombsChairman of the Board,
President, Chief Executive Officer (CEO) and Chief or Principal Officer
(CFO), and Principal Accounting Officer, Secretary and Tresurer,


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