UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K  (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31,
2008  ( ) 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 registrant 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) Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]  Indicate by check mark if the Registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [  ]   No [X]  Indicate by check mark whether the
issuer (1) has 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 [ ]  Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K
or any amendment to this Form 10-K.  [X] The issuer is not aware of any delinquent filers.  1     Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company:  Large accelerated
filer        [   ]
Accelerated filed
                             
 [   ]Non-accelerated
filer          [ 
 ]
Smaller reporting
company
              [X]  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act): Yes [X] No [  ]  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, 2008, 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. 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 October
7, 2008 and involved a few thousand shares at 22 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 reasonable and conservative to arbitrarily value the shares held
by non-affiliates at one mill ($0.001) per share. This is not to ignore that no
common equity stock was sold by the Company during the fiscal year, or even the
prior fiscal year, from which an alternative computation could be made under the
above formula.  APPLICABLE ONLY TO REGISTRANTS 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  See Item 15 of Part IV below.  PART I  NOTICE AND DISCLAIMER REGARDING
FORWARD-LOOKING STATEMENTS  Certain matters discussed herein may be forward-looking
statements that involve a variety of risks and uncertainties. Because we are a
Smaller Reporting Company, however, the new and modified Form 10-K does not
require us to list risk factors in this annual report.  Reference is made
to Item 1A below titled Risk Factors.  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  PART I 4 ITEM 1. BUSINESS. 4 ITEM 2. PROPERTY. 12 ITEM 3. LEGAL PROCEEDINGS. 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS. 15 PART II 16 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY
SECURITIES.                                                                                                   
16 ITEM 6.  SELECTED FINANCIAL DATA. 17 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION AND RESULTS OF OPERATIONS.                                                                                                                                       
18 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY
DATA. 27 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.                                                                                                                        40 ITEM 9A AND 9A(T).  CONTROLS AND
PROCEDURES. 40 ITEM 9B. OTHER INFORMATION. 40 PART III 41 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS AND CORPORATE GOVERNANCE .                                                                                                                 
41 ITEM 11. EXECUTIVE COMPENSATION. 42 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                                                                                                    
43 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.                                                                                                                                        
44          ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES. 45 PART IV 46 ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES. 46 SIGNATURES 46      3    PART I    ITEM 1. 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. 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 at this time,
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.  History and Background of the Company.  Valley High Mining Company ("Valley High") was
incorporated in the State of Utah on November 14, 1979, approximately 29 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 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  4    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 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 13 of Part III
below titled "Certain Relationships and Related Transactions, and Director
Independence." 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 2 below
titled " Property." Fairly extensive,  5    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 13 of Part III below titled "Certain Relationships and
Related Transactions, and Director Independence."  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 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 7 of Part II below titled "Management's Discussion and
Analysis or Plan of Operation and Results of Operations."  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.  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.  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 12 of this Part III
below titled "Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters." See also the Form 4's filed on Edgar by both Mr.
Coombs and North Beck in December 2006, the ownership interests of which have
NOT changed.   6    During our 2008 fiscal year,
we continued to have serious difficulty attracting any interest whatsoever 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 appears to 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.  We also believe that the economic downturn and current
recession which began at the very end of 2007 and which has gotten worse during
the latter part of 2008 and early 2009, has had a serious negative impact on our
ability to attract a joint venture mining partner of some kind.  Such
inauspicious economic conditions have also had a negative impact on the entire
mining industry as a whole, not to mention other industries.  This is
evidenced by the current prices of major mining companies stocks.  To be
sure, precious metals prices have dropped considerably since they reached a peak
earlier in 2008.  This situation makes us highly doubtful at the present
time as to whether or not we will be able to carry out or current business plan
in the near future.   As we have previously disclosed in our Edgar
filings, we may have to revise our business plan considerably in the very near
future and otherwise take the Company in another direction, the form of which we
cannot predict at this time.  For more information on the current state of our
Companys business and affairs, reference is made to ITEM 7below
titledMANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND
RESULTS OF OPERATIONS.  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  7    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.  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 Item 1A above titled Risk Factors, 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 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  8    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.  Smaller Reporting Company Designation/Sarbanes-Oxley
Act/ 34 Act Reporting Requirements.  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 and for the quality of
financial disclosures made by public companies.  It also establishes clear
statutory rules to limit, and to expose to public view, possible conflicts of
interest affecting securities analysts; creates guidelines for audit committee
members appointment, compensation and oversight; management assessment of
internal controls; auditor attestation as to managements conclusions about
internal controls (anticipated to commence by December 31, 2009); prohibits
certain insider trading during pension fund blackout periods; requires companies
and auditors to evaluate internal controls and procedures; and establishes a
federal crime of securities fraud, among other provisions.  Compliance with
the requirements of the Sarbanes-Oxley Act will increase, and has substantially
increased, our legal and accounting costs and fees.  As a smaller reporting company, we are relieved of some
of the informational obligations otherwise required under Regulation S-K,
including some of the disclosure otherwise required under Form 10-K.  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 of 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-K and quarterly reports on
Form 10-Q. 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.  Having said this, we
have learned that sometime in the fall of 2008, Chief entered into a joint
venture of some kind with a large mining company called Anglo-American.  We
believe this joint venture involves properties owned by Chief near the Trixie
Mine, an area that one comes across before one enters the town of Eureka from
the east.  This is an area that is not near our claims and there is no
geological similarity to our understanding.  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.   9    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 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  10    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.  Costs and Effects of Compliance with Environmental
Laws. At the current time, none; not applicable.  In
the absence of undertaking any mineral exploration activity on our mineral
claims--something we have NOT as yet done--we are not subject to any
environmental laws, rules or regulations that would have an adverse material
effect or impact on us, our current business operations, our financial condition
or which might otherwise result in a material compliance cost.  This does
not mean that if we engaged in an exploration plan or program of some kind on
our claims that we would not be subject to substantial EPA and Utah
environmental rules and regulations.  In this regard, reference is made to
the subheading above titled "Government Regulation."  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 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.   11    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 1A.  RISK FACTORS.  This item is not applicable to smaller reporting
companies.  Having said this, we have, in the past, listed numerous risk
factors in previous Form 10-KSB filings and in our Form 10-SB/As on file on
Edgar.  Persons interested in this item should refer to those
documents.  ITEM 1B.  UNRESOLVED STAFF COMMENTS.  None; not applicable.    ITEM 2. 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. 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.  12     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, three or four 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.  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  13    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 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  14    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. 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 doubtful), we would have no exposure or other liability in that
regard.    ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.  We did not submit any report, proxy statement or
information statement to security holders during the fiscal year ended December
31, 2008.  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.     15    PART II    ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.  Market Information.  Since 2006, our common shares have been quoted on the
Over-the-Counter Bulletin Board (OTCBB) administered by the Financial Regulatory
Authority (FINRA) under the symbol VHMC.OB. The following table sets forth the
trading activity in our stock over the last two fiscal years as reported by the
OTC Bulletin Board, and represents prices between dealers that do not include
retail markups, markdowns or commissions, and may not necessarily represent
actual transactions at the indicated prices:  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  VHMC - VALLEY HIGH
MINING





Year Ending December 2008BID

ASK

PRICEEND
DATE

HIGH

LOW

CLOSE

HIGH

LOW

CLOSE

HIGH

LOW

CLOSE

VOLUME12/31/2008

0.22

0.22

0

0.51

0.51

0

0.22

0.22

0.22

4,00009/30/2008

0.22

0.22

0

0.51

0.51

0

-

-

-

006/30/2008

0.22

0.20

0

0.51

0.51

0

-

-

-

003/31/2008

0.21

0.20

0

0.51

0.51

0

0.21

0.20

0.21

1,123  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 over 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 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.  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, nor have there ever been any such plans, proposals,
arrangements or understandings.   16    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, 2008.
No new shares were issued by the Company in either 2007 or 2008.  We have no preferred shares issued or authorized.  Voting Rights.  Stockholders are entitled to one (1) 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.  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.  SELECTED FINANCIAL DATA.  Responding to this item is not required for smaller
reporting companies.  17       ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION AND RESULTS OF OPERATIONS.  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, nearly three 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 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  18    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.  Liquidity and Capital Requirements.  At of the date of this Annual Report
on Form 10-K, we lack the necessary capital to implement a full-fledged mineral
exploration program. We currently have nominal cash 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 as
long as the next 12 months 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 within 1 year from now or less, 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.  In this regard, the current state of our economy and its effect
or impact on the mining industry, among other industries, leads us to believe at
the current time that the likelihood of our completing our business plan is
highly doubtful.  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 several months or year, 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 a year from now or less, 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 year, particularly if there is likelihood that we will be able to
complete our business plan if we continue beyond the next year. On the other
hand, it is also conceivable that we can complete our business plan in less
than1 year 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  year 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.  During our 2008 fiscal year, we had serious 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  19    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 would 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.  Finally, it is undisputed that 2008 has not been a good
year for the United States economy, not to mention the international mining
industry, and this fact has made it exceptionally difficult to attract or
generate any interest in us and our mineral properties.  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 as long as the next year. 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 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  20    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 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.  21     What We Have Done During the Year to Pursue and
Complete Phase Two.  During 2008, we attempted to contact additional major
mining companies in the United States to provide them with information about our
mining claim properties but none was interested.  In particular, and
through an individual contact we had in the mining industry, we contacted a
large mining company with extensive operations in Idaho.  Unfortunately, it
too was not interested in either seeing or receiving a copy of our geology
report.  As we have stated elsewhere herein, the unfortunate
downturn in the economy during 2008 has, according to most mining industry news
reports and sources, seriously strapped most major mining companies.  For
this and perhaps additional reasons unknown to us, no large or major mining
companies that we know of, during 2008, were interested in our claims or the
Tintic Mining District.   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.  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  22    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.  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.   23    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
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.   24    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)  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.  25    * 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).  * 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  26    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
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 7A.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.  No response to this item is required for smaller
reporting companies.    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.  27                 VALLEY HIGH MINING COMPANY [An Exploration Stage Company]  FINANCIAL STATEMENTS  For the year ended  DECEMBER 31, 2008                           28    VALLEY HIGH
MINING COMPANY [An Exploration Stage Company]     CONTENTS  PAGEReport of Independent Registered Public Accounting
Firm
30Balance Sheets, December 31, 2008 and 2007
31Statements of Operations, for the
years ended December 31, 2008 and 2007 and
for the period from re-entering of
exploration stage on
April 19, 2004 through December 31,
2008
32Statement of Stockholders' Equity (Deficit), for
the period from re-entering of exploration
Stage on April 19, 2004 through December 31,
2008
33Statements of Cash Flows,  for the years ended
December 31, 2008 and 2007 and for the
period from re-entering of exploration stage on
April 19, 2004
through December 31, 2008
34Notes to Financial Statements
35 - 39    29         REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Board of
Directors Valley High Mining
Company Salt Lake City,
Utah  We have
audited the accompanying balance sheets of Valley High Mining Company [an
exploration stage company] as of December 31, 2008 and 2007 and the related
statements of operations, stockholders' equity (deficit) and cash flows for each
of the years in the two-year period ended December 31, 2008 and for the period
from re-entering the exploration stage on April 19, 2004 through December 31,
2008. Valley High Mining Companys management is responsible for these financial
statements. 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, 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, 2008 and 2007 and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2008 and for the
period from re-entering the exploration stage on April 19, 2004 through December
31, 2008, in conformity with accounting principles generally accepted in the
United States of America.  The
accompanying financial statements have been prepared assuming 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.  Salt Lake City,
Utah February 17, 2009     30    VALLEY HIGH
MINING COMPANY [An Exploration Stage Company]  BALANCE SHEETS   ASSETS  December 31, 2008

December 31, 2007CURRENT ASSETS:Cash
$
16

$
112Total
Current Assets

16


112$
16

$
112LIABILITIES AND STOCK HOLDERS'
EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts
payable
$
-

$
-Related party
advances

57,867


47,017Total
Current Liabilities

57,867


47,017STOCKHOLDERS' EQUITY (DEFICIT):Common stock,
$.001 par value, 50,000,000 shares
Authorized,
5,281,346 shares issued and
outstanding

5,281


5,281Capital in
excess of par value

746,093


746,093Retained
deficit

(751,374)


(751,374)Deficit accumulated
during the exploration stage

(57,851)


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

(57,851)


(46,905)$
16

$
112                    The accompanying notes are an integral part
of these financial statements.   31     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
312008

2007

2008REVENUE

$
-

$
-

$
-EXPENSES:General and
administrative


10,946


11,425


57,851LOSS FROM
OPERATIONS


(10,946)


(11,425)


(57,851)CURRENT TAX
EXPENSE


-


-


-DEFERRED TAX
EXPENSE


-


-


-NET LOSS

$
(10,946)

$
(11,425)

$
(57,851)LOSS PER COMMON
SHARE

$
(.00)

$
(.00)                                   The accompanying notes are an integral part
of these financial statements.  32    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, 2008  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)Net loss for the period ended December 31,
2008
-


-


-


-


(10,946)BALANCE,December 31, 2008
5,281,346

$
5,281

$
746,093

$
(751,374)

$
(57,851)               The accompanying notes are an integral part
of these financial statements.   33     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
31,2008

2007

2008Cash Flows From Operating
Activities:Net
loss
$
(10,946)

$
(11,425)

$
(57,851)Adjustments to
reconcile net loss to net
Cash
used by Operating activities:Change
in assets and Liabilities:Increase
in accounts Payable

-


-


-Net
Cash Used by Operating Activities

(10,946)


(11,425)


(57,851)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

10,850


11,500


57,867Net
Cash Provided by
Financing
Activities

10,850


11,500


57,867Net Increase (Decrease) in
Cash

(96)


75


16Cash at Beginning of
Period

112


37


-Cash at End of
Period
$
16

$
112

$
16Supplemental 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, 2007: None  For the year ended December
31, 2008: None            The accompanying notes are an integral part
of these financial statements.  34    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.  The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on January 1, 2007.  As a result of the
implementation of interpretation 48, the Company recognized approximately no
increase in the liability for unrecognized tax benefits.  The
Company has no tax positions at December 31, 2008 and 2007 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.  The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses. During the years ended
December 31, 2008 and 2007, the Company recognized no interest and penalties.
 The Company had no accruals for interest and penalties at December 31,
2008, and 2007.  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].      35    VALLEY HIGH MINING COMPANY [An Exploration
Stage Company]  NOTES TO FINANCIAL STATEMENTS  NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES [Continued]  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.  Recently Enacted Accounting Standards -Statement of
Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, 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),
SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities 
an amendment of FASB Statement No 133, SFAS No 162, The Hierarchy of GAAP
Sources for Non-governmental entities, and SFAS No 163, Accounting for
Financial Guarantee Insurance Contracts were recently issued.  SFAS No
157, 159, 160, 161, 162 and 163 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, 2008 and
December 31, 2007, 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.               36    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, 2008, an
operating loss carry forward of approximately $57,851, which may be applied
against future taxable income and which expires in various years through
2028.  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 $8,678
and $7,035 as of December 31, 2008 and December 31, 2007, respectively, with an
offsetting valuation allowance of the same amount.  The change in the
valuation allowance during the twelve months ended December 31, 2008 is
approximately $1,643.    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.             37    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,
2008 and 2007, 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, 2008 and December 31, 2007,
respectively, the Company owed the shareholder $57,867 and $47,017.  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.    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 31,2008

2007Loss from
operations available to common shareholder (numerator)
$
(10,946)

$
(11,425)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.       38    VALLEY HIGH MINING COMPANY [An Exploration
Stage Company]  NOTES TO FINANCIAL STATEMENTS     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.          39    ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.  None; not applicable.    ITEM 9A AND 9A(T).  CONTROLS AND
PROCEDURES.  Our management evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this Annual Report.  Based on that evaluation, management concluded that
our disclosure controls and procedures as of the end of the period covered by
the Annual Report were effective such that the information required to be
disclosed by us in our reports filed under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in the
SECs rules and forms and (ii) accumulated and communicated to our management as
appropriate to allow timely decisions regarding disclosure.  A controls
system cannot provide absolute assurance, however, that the objectives of the
controls system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
company have been detected.  Management's Annual Report on Internal Control Over
Financial Reporting.  Our management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in
Rule 13a-15)(f) under the Exchange Act).  Our internal control system is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation and fair presentation of financial
statements under accounting principles generally accepted in the United
States.  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, 2008.  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, 2008, our internal
control over financial reporting was effective.  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 9B. OTHER INFORMATION.  None.     40    PART III    ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS AND CORPORATE GOVERNANCE .  Executive Officers and Directors  The current and only director and officer of Valley High
is as follows:  Name

Age

PositionJohn Michael Coombs

54

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 seven 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., which is now known as the Financial Industry
Regulatory Authority (FINRA). Mr. Coombs has served as an officer and director
of Valley High 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 which at that time was known as Anticline Uranium, Inc., and
which later became known as LipidViro Technologies, Inc.  From
approximately 2001 until the end of 2007, Mr. Coombs served on the board of
directors of a company known as Easy Golf Corporation and which is currently
known as China Bio-Immunity Corporation.  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 28% 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 of us.   41    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.  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-K, 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 11. 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  42    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.  Mr. Coombs, our only officer, received no
compensation for service as an officer for the year ended December 31, 2008.  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.  So far, no such persons services have been
sought.  Remuneration and Compensation 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.  There are no standard arrangements pursuant
to which our directors are compensated for any services provided as director,
including services for committee participation or for special assignments. Our
directors received no compensation for service as directors for the year ended
December 31, 2008.  Outstanding Equity Awards at Fiscal Year-End.  None; not applicable.  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 12. 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  43    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.  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 13. 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 12 above titled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS" and as further disclosed in Item 10
of this Part titled "DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS AND CORPORATE GOVERNANCE," 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  44     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 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.  Aggregate fees for professional services rendered us by
Pritchett Siler & Hardy, Certified Public Accountants, for the years ended
December 31, 2008 and 2007 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
2008

2007Audit Fees
$
7,830

$
6,975Audit-related Fees

0


0Tax Fees

0


0All Other Fees

0


0Total Fees
$
7,830

$
6,975  Audit fees for the years ended December 31, 2008 and 2007
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,
2008 and 2007 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, 2008 and 2007
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, 2008 and 2007.  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.     45    PART
IV    ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.  The following Exhibits are filed as a part of this Annual
Report on Form 10-K:  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.        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-K for
its fiscal year ended December 31, 2008, to be signed on its behalf by the
undersigned, thereunto duly authorized.  VALLEY HIGH MINING COMPANY,
Issuer  Date:
February 17, 2009

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       46