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

                          FORM 10-QSB

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

           For the second quarter ended June 30, 2006

( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

   For the transition period from ___________ to ___________


               Commission File Number: 000-51232

                   VALLEY HIGH MINING COMPANY
 (Exact name of small business issuer as specified in its charter)

               NEVADA                               68-0582275
     (State of incorporation)               (I.R.S. EMPLOYER ID NO.)

     3098 South Highland Drive, Suite 323
     Salt Lake City, Utah                             84106-6001
     (Address of principal executive offices)         (Zip Code)


                         (801) 467-2021
        (Issuer's telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                   Yes [X] No [ ]

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

The number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:

     Class                          Outstanding as of August 14, 2006
-----------------                  ----------------------------------------
Common Capital Voting Stock,             5,281,346 shares
$0.001 par value per share

                   FORWARD-LOOKING STATEMENTS

This second Quarterly Report on Form 10-QSB, Financial Statements and Notes to
Financial Statements contain forward looking-statements. All statements made
in this Report or in another Report incorporated by reference that are not
statements of historical fact are forward-looking statements. These include
but are not limited to certain statements of expectation concerning the
precious metals industry, the demand for precious metals, and the sources and
potential for a mining partner or joint venturer who would be interested in
working with us to undertake an exploration program on our 470 acres of
mineral claims. We do not intend to forecast what may or may not occur in the
future, nor will we predict that any particular event may or may not occur.
Management emphasizes that it can neither control nor predict many of these
risks and uncertainties.  Accordingly, we caution the reader not to place
undue reliance on any forward-looking statements, which speak only as of the
date of the respective Reports. Important factors could cause actual results
to differ from those expressed in any forward-looking statements.


                 PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

<PAGE>
                   VALLEY HIGH MINING COMPANY
                 [An Exploration Stage Company]

                      UNAUDITED CONDENSED
                      FINANCIAL STATEMENTS

                   For the Six Months Ended

                         June 30, 2006
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]




                             CONTENTS

                                                                     PAGE

        Unaudited Condensed Balance Sheet as of June 30, 2006          1



        Unaudited Condensed Statements of Operations, for the
        three and six months ended June 30, 2006 and 2005 and for the
        period from re-entering of exploration stage on April 19,
        2004 through June 30, 2006                                     2


        Unaudited Condensed Statements of Cash Flows,  for the
        six months ended June 30, 2006 and 2005 and for the
        period from re-entering of exploration stage on April 19,
        2004 through June 30, 2006                                     3


        Notes to Unaudited Condensed Financial Statements          4 - 7
<PAGE>
                   VALLEY HIGH MINING COMPANY
                 [An Exploration Stage Company]

               UNAUDITED CONDENSED BALANCE SHEET


                             ASSETS

                                                 June 30,
                                                  2006
                                                __________

CURRENT ASSETS:
  Cash                                          $       46
                                                ----------
        Total Current Assets                            46
                                                ----------
                                                $       46
                                                ==========


          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                              $        -
  Related party advances                            31,717
                                                ----------
        Total Current Liabilities                   31,717
                                                ----------


STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   5,281,346 shares issued and outstanding           5,281
  Capital in excess of par value                   746,093
  Retained deficit                                (751,374)
  Deficit accumulated during the
   Exploration stage                               (31,671)
                                                ----------
        Total Stockholders' Equity (Deficit)       (31,671)
                                                ----------
                                                $       46
                                                ==========



The accompanying notes are an integral part of these unaudited financial
statements.
                               F-1
<PAGE>
                      VALLEY HIGH MINING COMPANY
                    [An Exploration Stage Company]

             UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                         For the Three     For the Six    From the re-entering
                       Months Ended      Months Ended  of Exploration
                            June 30,         June 30,       Stage on April 19,
                             ______________ _____________     2004 Through
                      2006      2005     2006     2005   June 30, 2006
                   __________ ________ ________   _________ _______________
REVENUE            $        - $      - $      - $       -   $            -

EXPENSES:
  General and
  administrative        1,143    1,566   10,037     2,518           31,671
                   __________ ________ ________ _________  _______________

LOSS FROM OPERATIONS   (1,143)  (1,566) (10,037)   (2,518)         (31,671)
                   __________ ________ ________ _________  _______________
CURRENT TAX EXPENSE     -        -        -         -                -

DEFERRED TAX EXPENSE        -        -        -         -                -
                   __________ ________ ________ _________  _______________

NET LOSS               (1,143)  (1,566) (10,037)   (2,518)         (31,671)
                   __________ ________ ________ _________  _______________

LOSS PER COMMON SHARE $  (.00) $  (.00) $  (.00) $   (.00)
                      _______  _______  _______  ________




The accompanying notes are an integral part of these unaudited financial
statements.
                               F-2
<PAGE>
                      VALLEY HIGH MINING COMPANY
                    [An Exploration Stage Company]

             UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                                   From the
                                                                 Re-entering
                                                                Of Exploration
                                                                  Stage on
                                       For the Six Months       April 19, 2004
                                          Ended June 30,           Through
                                        ______________________      June 30,
                                         2006        2005             2006
                                       __________  __________   _____________

Cash Flows from Operating Activities:
  Net loss                             $ (10,037) $  (2,518)     $   (31,671)
   Cash used by operating activities:
    Change in assets and liabilities:
      Increase (Decrease) in
      accounts payable                    (5,050)         -                -
                                       ---------  ---------      -----------
          Net Cash Used by Operating
          Activities                     (15,087)    (2,518)         (31,671)
                                       _________  _________      ___________
Cash Flows from Investing Activities:

        Net Cash (Used) by
        Investing Activities                   -          -                -
                                       _________  _________      ___________
Cash Flows from Financing Activities:
  Proceeds from related party advances    14,400      2,445           31,717
                                       _________  _________      ___________
        Net Cash Provided by
          Financing Activities            14,400      2,445           31,717
                                      __________  _________     ____________
Net Increase in Cash                        (687)       (73)              46

Cash at Beginning of Period                  733         83                -
                                      __________  _________     ____________
Cash at End of Period                 $       46  $      10     $         46
                                      __________  _________     ____________

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
    Interest                          $        -  $       -     $          -
    Income taxes                      $        -  $       -     $          -

Supplemental Schedule of Non-cash Investing and Financing Activities:
  For the six months ended June 30, 2006:
     None

  For the six months ended June 30, 2005:
     None


The accompanying notes are an integral part of these unaudited financial
statements.
                               F-3
<PAGE>
                      VALLEY HIGH MINING COMPANY
                    [An Exploration Stage Company]

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Valley High Mining Company ("the Company") was organized under
the laws of the State of Utah on November 14, 1979 as Valley High Oil, Gas &
Minerals, Inc.  The Company was suspended for failure to file annual reports.
In December 2001, all required reports were filed and the Company was
reinstated.  In April 2004, the Company merged with Valley High Mining
Company, a Nevada corporation incorporated on February 27, 2004.  The Nevada
Corporation became the surviving entity.  In April 2004, the Company acquired
mining claims from North Beck Joint Ventures, LLC, for 5,000,000 shares of the
Company's common stock.  The mining claims cover approximately 470 acres
located in the Tintic Mining District, Juab County, Utah.  The Company is
currently unable to estimate the length of time necessary to initiate an
exploration stage program and has no assurance that a commercially viable ore
body exists in its properties until appropriate geological work and testing of
the mineralized areas can support an economically feasible evaluation which
the Company is unable to perform due to a lack of working capital.  The
Company is considered to have re-entered into the exploration stage on April
19, 2004.  The Company has not generated any revenues and is considered to be
an exploration stage company according to the provisions of Industry Guide 7.
The Company has, at the present time, not paid any dividends and any dividends
that may be paid in the future will depend upon the financial requirements of
the Company and other relevant factors.

Condensed Financial Statements - The accompanying financial statements have
been prepared by the Company without audit.  In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
June 30, 2006 and 2005 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted.  It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 2005 audited financial statements.  The results of operations for
the periods ended June 30, 2006 and 2005 are not necessarily indicative of the
operating results for the full year.

Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.

Mining Properties - Upon determination of the existence of a commercially mine
able 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.
                               F-4
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

Loss Per Share - The Company computes loss per share in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings per Share,"
which requires the Company to present basic and dilutive loss per share when
the effect is dilutive [See Note 5].

Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting period.  Actual results could
differ from those estimated by management.

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,
Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No. 153,
"Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29", SFAS
No. 123 (revised 2004), "Share-Based Payment", and SFAS No. 154, "Accounting
Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB
Statement No. 3", and FSAB No. 155, "Accounting for Certain Hybrid Financial
Instruments" an amendment of FSSB Statements No. 133 and 140,  were recently
issued.  SFAS No. 151, 152, 153, 123 (revised 2004) 154, 155 and 156 have no
current applicability to the Company or their effect on the financial
statements would not have been significant.

Restatement - The financial statements have been restated for all periods
presented to reflect a 1-for-35 reverse stock split effected by the Company on
April 16, 2004 [See Note 2].

NOTE 2 - CAPITAL STOCK

Common Stock - The Company has authorized 50,000,000 shares of common stock
with a par value of $.001.  At June 30, 2006 and June 30, 2005, respectively,
the Company had 5,281,346 and 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 affected a 1-for-35 reverse stock
split.  The financial statements for all periods presented have been restated
to reflect the stock split.

                               F-5
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 3 - 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 or through additional sales of its common stock.  There is no
assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations.  The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.

NOTE 4 - RELATED PARTY TRANSACTIONS

Management Compensation - For the six months ended June 30, 2006 and 2005, the
Company did not pay any compensation to any officer or director of the
Company.

Office Space - The Company has not had a need to rent office space.  An
officer/shareholder of the Company is allowing the Company to use his office
as a mailing address, as needed, at no expense to the Company.

Related Party Advances - An officer/shareholder of the Company or entities
related to an officer/shareholder of the Company has made advances to the
Company and has directly paid expenses on behalf of the Company.  At June 30,
2006 the Company owed the shareholders $31,717.  The advances bear no interest
and are due on demand.

Mining Claims Lease - In April 2004 the Company acquired a mining claims lease
from North Beck Joint Ventures, LLC, for 5,000,000 shares of the Company's
common stock.  The mining claims cover approximately 470 acres located in the
Tintic Mining District, Juab County, Utah.  The lease has been recorded on the
books at $-0- which is the carryover basis of the lease to the related entity.
The lease has an initial 5-year term but is renewable so long as the Company
expends a minimum of $15,000 in exploration, development or other costs in
each 5-year period.

                               F-6
<PAGE>
                    VALLEY HIGH MINING COMPANY
                  [An Exploration Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - LOSS PER SHARE

      The following data show the amounts used in computing loss per share for
the periods Presented:

                                   For the Three Months   For the Six Months
                                    Ended June 30,            Ended June 30,
                                     ________________      _______________

                                   2006          2005      2006        2005

Loss from operations available
to common shareholders (numerator) $  (1,143) $  (1,566) $ (10,037)  $ (2,518)
                                    ________   ________   ________    _______
Weighted average number of common
Shares outstanding during the period
Used in loss per share (denominator)5,281,313  5,281,313  5,281,313  5,281,313
                                    _________  _________  _________  _________

Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would affect the computation
of diluted loss per share.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Contingent Liabilities - The Company has not been active for 20 years, since
it discontinued its energy related and real estate operations.  Management
believes that there are no valid outstanding liabilities from prior
operations.  If a creditor were to come forward and claim a liability, the
Company has committed to contest the claim to the fullest extent of the law.
Due to various statutes of limitations and because the likelihood that a
20-year old liability would not still be valid, no amount has been accrued in
these financial statements for any such contingencies.  Further, some
accounting and other records were lost during the years of inactivity.
Between 1983 and 1985 there were 18,440 shares of common stock issued for
which the exact date of issuance and valuation is not known.  Management has
estimated that these shares had a fair market value of $0.02 and $0.03 at time
of issuance.  The possibility exists that if the valuation is wrong then
additional paid-in capital and retained deficit could be understated.
Management does not believe that this possible misstatement would be material
to the Company.

Mining Lease Agreement - In April 2004 the Company entered into a mining
claims lease with North Beck Joint Ventures, LLC, which has an initial 5 year
term but may be renewed for successive 5 year periods.  Under this leasing
agreement the Company shall perform exploration, mining, development,
production, processing or any other activity which benefits the leased
premises at a minimum cost of $15,000 for each successive five-year term. All
costs expended for work in excess of $15,000 for any five-year term shall
accrue and be applied to the work commitment for the next successive five-year
term only. However, the maximum amount that can so accrue for the next
succeeding lease term shall be no more than $15,000. If the Company does not
perform work in the amount of the entire $15,000 minimum expenditure, the
Company shall pay lessor the amount of any such shortage in cash.  The Company
also has agreed to pay the Lessor a 3.5% net smelter production royalty on all
mineral bearing ores.  As part of the agreement the Company is receiving a
$30,000 credit which will apply against the production royalty payments.

                               F-7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation

Valley High Mining Company ("Valley High," "Company," "we" or "us") is a
start-up, exploration stage mining company that has not yet generated or
realized any revenues from its 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, gold, lead 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 been dormant since the early 1990's, we have been in the process of
reactivating ourselves, changing our domicile from Utah to Nevada, acquiring,
by lease agreement, the mineral claims that we now control, obtaining audited
and other financial statements, and the filing, in March 2005, of a Form 10-
SB registration statement with the Commission. On March 28, 2006, the
Commission informed us that it had no more comments to our last amended
registration statement filed on March 10, 2006.

During the quarter we obtained, through the National Association of Securities
Dealers, Inc., an Over-the-Counter Bulletin Board (OTCBB) symbol.  That symbol
is VHMC.OB  On May 15, 2006, we sent a letter to our 1,153 shareholders
announcing our obtaining of an OTCBB symbol.

Having completed Phase One of our business plan and plan of operation during
our first quarter, 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"). Prior to the acquisition of
the North Beck Claims by lease agreement with an affiliated party and the
filing of our initial registration statement on Form 10-SB in March 2005, we
had been dormant and inactive for over 15 years.

For information concerning the progress we have made towards fulfilling our
overall business plan and plan of operation, reference is made to our Plan of
Operation discussed in detail below.  As stated elsewhere herein, we completed
Phase One during the first quarter and have now been actively involved in
Phase Two.  Phase Three is, or will be, the actual exploratory drilling of our
mineral claim property once we locate a joint venture partner for such
purpose.

Selected Financial Data
-----------------------

Because we had no exploration or other operational mining-related activities
during the quarter that resulted in revenues, selected financial data would
not be particularly meaningful. Reference is thus made to our quarterly
financial statements included in Item 1 above.  All of our activities during
the quarter were devoted towards carrying out Phase Two of our business plan
and plan of operation, namely, locating a joint venture mineral exploration
partner.  During our previous quarter, we also conducted one property
tour of our mineral claim property with principals of a Canadian mining
company and an investment fund headquartered in Austrailia.  See discussion
under Phase Two below.

During our second quarter, our president, Mr. J. Michael Coombs advanced us a
total of $5,150 to pay outstanding fees owed our consulting geologist and
independent auditors.  The cash in our checking account on June 30, 2006, was
$46. As of the date of this report, the cash in our checking account remains
at $46.  As of the date of this report, we do NOT owe consulting geologist
any money for his final geology report issued in March.  We also do NOT owe
our Edgarizer for any outstanding Edgarizing costs or fees.  Other than
what we may currently owe our auditors and other than $68 which we currently
owe our stock transfer agent as a shareholder maintenance fee, we have no
other outstanding bills or payables that we are aware of as of the date of
this report.

Liquidity and Capital Requirements
----------------------------------

At of the date of this report, we lack the necessary capital to implement a
full-fledged mineral exploration program. As of the date of this report, we
have approximately $46 in our checking account. 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 or
until we become profitable, an event that appears to be highly unlikely at
this time, we do not believe that it is at all likely that our agreement with
our sole officer and director, Mr. Coombs, would be modified to provide for
such. At present, there are no plans to charge interest. In the event we
modify our agreement in the future with Mr. Coombs to allow for the charging
of interest, we do not believe it would have any material impact on us or our
liquidity because both we and Mr. Coombs would not agree to such a
modification unless we were profitable.

We will be able to satisfy our cash requirements for not only the next 12
months but at least for the next two (2) years in that our sole officer and
director has committed himself to advancing what funds are necessary to
satisfy our cash requirements and keep us current in our 1934 Exchange Act
reporting obligations. We believe that this time period is consistent with the
disclosure in our Plan of Operation described below in that we believe that
within the next two years, we should be able to complete our business plan.
If not, we will know by then what it will take to complete it. 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, zinc and gold over the next year
or two, the cost of mining exploration at that time, and possibly, interest
rates, factors and circumstances that are beyond our control and which cannot
be predicted with any certainty. We currently have no specific sources of
financing, including bank, private lending sources, or equity capital sources.
We also cannot assure anyone that we will be able to develop any joint venture
partner sources in the future. Further, we are unable to guarantee that at the
expiration of two years from the time that our registration statement with
the Commission became effective, that individual members of management will
continue to advance us sufficient money to allow us to 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
two years, particularly if there is a likelihood that we will be able to
complete our business plan if we continue beyond the next two years. On the
other hand, it is also conceivable that we can complete Phase Two of our
business plan in less than two or three years or, we might learn that it
cannot be completed within that time frame. If management does not desire to
loan or advance sufficient funds to continue beyond the next two years for the
simple reason that the prospects of our business plan look bleak, we may be
required to look at other business opportunities, the form of which we cannot
predict at this time as to do so would be highly speculative on our part.

To implement our business plan and engage in an exploratory drilling program
on the North Beck Claims, we will need substantial additional funding and
expertise from a strategic mining partner or joint venturer. Because this
requirement is in the more distant future, management is only beginning to
develop specific methods or plans of contacting and seeking out such possible
joint venture and partnership candidates and, as of the date of this Quarterly
Report we have only contacted less than a half a dozen persons or entities
that we believe would be interested in so participating. See discussion under
Phase Two below.  At the same time, no assurance can be given that we can or
will enter into a joint venture and or other partnership relationship
necessary to fund Phase Three of our business plan and Plan of Operation,
namely, our proposed drilling exploration plan or program.

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 the funds necessary for this limited purpose will be
provided by officers and directors for at least the next two, perhaps three,
years. However, unless we are able to enter into a partnership or joint
venture relationship with an experienced entity willing to finance our
intended exploration, we will likely not be able to achieve our operational
goals. In such event, management will be forced to look at other business
opportunities.

PLAN OF OPERATION

We are an exploration stage corporation. An exploration stage corporation is
one engaged in the search for mineral deposits or mineralized material
(reserves) which are not in either the development or production stage.
Mineralized material is defined as a mineralized body, which has been
delineated by appropriate spaced drilling or underground sampling to support
sufficient tonnage and average grade of metals to justify removal. We
currently have the right to explore the North Beck Claims, a contiguous group
of over 45 separate 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 communicated in December 2005, there appear
to be as many as 24 holes, mines, shafts or "prospecting pits" on our mineral
claims. They range in depth from between 50 feet deep to 1,600 feet deep.
Nearly all of the deeper holes, mines or shafts on our mineral claims, and for
the sake of public safety, have essentially been covered over by the Utah
Abandoned Mine Reclamation Program with the exception of a 100 ft. shaft on
our Peru Claim which the Utah Abandoned Mine Reclamation Program is currently
planning to cover over this year.  As of the date of this report, it may have
completed that task.  We do not know for certain.

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 drilling mineral exploration 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 done in this regard during this
quarter 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 the 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.  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. Once again, our sole officer and
director has agreed to advance us the funds necessary to carry out this work
sequence or milestone.

Work Sequence or Milestone No. 3.
---------------------------------

To keep abreast of ongoing EPA and Utah Department of Oil, Gas & Mining (DOGM)
response activities in the District.  This is something we can accomplish in
the ordinary course of our business and if nothing else, by monitoring DOGM's
website. There is no particular cost associated with this work sequence. This
is not to ignore that since the Eureka, Utah, area was designated as a
Superfund Site by the EPA in July 2002, our lessor is on their mailing list
and receives notice from the EPA with regard to important environmental events
or issues relating to the North Beck Claims. Our lessor has not recently
received any notices in a long time from the EPA. We also intend to rely on
our consulting geologist to some degree with regard to this work sequence in
that he is in a better position than we are to become aware of environmental
concerns and issues pertaining to the District.  This is because our
consulting geologist also does some exploration permitting for clients and
therefore, he and his company are in a position to know and be aware of any
significant changes in EPA or DOGM rules or regulations or other response
activities in the District.

What We Have Done During the Quarter to Pursue and Complete Phase Two
---------------------------------------------------------------------

During our last quarter, we conducted an on-site tour of our mineral claim
property with a principal of a Canadian mining company located in Vancouver,
British Columbia, the stock of which is listed on the Vancouver Stock
Exchange.  As part of that endeavor, a principal of an investment fund that,
to our knowledge and information, finances mining exploration projects also
participated in the same tour.  Further, our consulting geologist was present,
along with a local miner, a long-time Eureka, Utah, inhabitant very familiar
with our property.  The mining company individual took a few soil samples near
the Sacramento Mine.  We did not have time and the weather did not permit us
to tour the northern end of the property near the North Beck Mine.  If these
individuals desire, this will have to be done later in the summer or fall
when it is not so wet and muddy and vehicles will be able to reach the
northern end of our property by way of an old back road.  During the quarter,
we did not receive a communication from this Canadian mining company that they
would be coming to town for another on-site tour of the property.  However, we
have been in communication with them and hope that they will do so before the
fall arrives.  They have communicated that they are interested in doing
something in the Tintic Mining District but we have heard nothing further and
do not believe that they have made a decision in this or any other regard.  We
do believe that they have an interest in our properties.

During the quarter, our president exchanged additional e-mail communications
with principals of a mining company based in London, England.  Our president
had previously known these individuals because of certain precious metals
mineral claims this company acquired in Nevada in 2005.  Our president
e-mailed them a copy of our Annual Report.  Having received it and having
expressed an interest in learning more about our claims, these individuals
requested a copy of our geology report.  It has since been sent to them in
London.  Once this mining company has had a chance to review our report, we
are certain that they will get back to us in some fashion though we have no
way of predicting what their interest might be.  As of the date of this
report, our understanding is that they have not had a chance to review our
geology report, either at all, or in depth.

During the previous quarter, our president e-mailed our Annual Report to the
principal of another Vancouver-based mining company whose stock is also listed
on the Vancouver Stock Exchange.  Our president knows this principal and had
lunch with him back in November 2004 when he had occasion to come to Salt Lake
City.  This particular mining company has significant mining properties and
operations on the border of Brazil and Bolivia.  During the second quarter, we
attempted to again communicate with this individual but did not hear back from
him or anyone else affiliated with this particular mining company.

During the quarter, our president spoke with at least two mining lawyers in
Salt Lake City with the prospect of seeing if they had any mining company
clients interested in our claims.  In doing so, he e-mailed them a copy of our
Annual Report.  As disclosed in our previous 10-QSB, both reported back that
they didn't know but would let us know if they had any clients who might want
to review our geology report.  One has since communicated that her clients are
more interested in gold properties as opposed to silver properties.

Finally, during the last quarter we contacted the Rocky Mountain Mineral Law
Foundation headquartered in Colorado and also, the Utah Mining Association
headquartered in Salt Lake City to determine if any members of these
organizations might have an interest in our claims.  During this second
quarter we learned that these organizations do not allow direct solicitations.
Having said this, we may consider joining one or both of these organizations
in some fashion in order to be in a position to promote or generate interest
in our mineral claims.  At the same time, the Utah Mining Association's
website contains a membership page listing all "Mineral Extracting and
Processing Companies," each with their respective websites and contact
information and we believe that this list gives us an excellent contact list
to work on for the purpose of generating joint venture partner interest.
During the second quarter and since June 30, we have reviewed the list of
Mineral Extracting and Processing Companies in an effort to determine which
ones would be worth soliciting and contacting in some fashion.  During the
second quarter, we did not actually contact any of these companies, directly
or indirectly, though we will be doing so in the third quarter.

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.

Means of Completing PHASE TWO and Locating an Exploration Program Joint
Venturer or Partner.
--------------------

The specific steps that we intend to undertake in order to find a suitable
joint venture or partnership candidate will include but not be limited to the
following: First, we intend to identify those mining companies that are
currently conducting exploration and extraction operations or activities in
Utah, Nevada, Wyoming and Idaho. As a result of the Utah Mining Association's
membership page on its website that we only recently discovered, we believe
that this list provides such sources.  We will also identify those companies
we know and whose principals we have met in the past who are located or have
operations in Salt Lake City, Utah, Carlin, Nevada, Spokane, Washington,
Vancouver, British Columbia, Canada, and London, England.  In fact, three of
these companies we already contacted during the quarter, only two of which we
have provided a copy of our final geology report.  We intend to target these
particular companies because we are aware that they own, or have owned, or are
operating, in some fashion, mineral and mining properties in Utah, Nevada and
Idaho, including Alaska, Canada and South America, and some are in the process
of doing exploratory work, or have done extensive exploratory work, on those
claims and others. We thus believe that these contacts would be suitable
partnership and joint venture candidates to approach. At the same time, we
also intend to identify additional companies or operators by checking records
with DOGM and the BLM or any other state or federal governmental agency in
which information about current mining activities in Utah and surrounding
states is publicly available. In doing so, we will also have the opportunity
to confirm the identity of those mining companies that are currently engaged
in exploratory mining activities. We also believe that our consulting
geologist has the ability to give us names of companies operating in the
Tintic Mining District and nearby (though it will be our obligation to contact
such persons or companies). After identifying various possible candidates, we
shall first attempt to telephone them one by one and speak with appropriate
persons involved in their respective mineral exploratory decision-making
process. After reaching each such person or persons, we will learn what each
is looking for in this regard and whether the North Beck Claims might be
something they would be interested in. If any of these candidates or
possibilities communicates an interest in our mineral claims, we will find out
exactly what information they desire from us and we will provide it to them as
quickly and efficiently as possible. After that, and as the list of serious
interested candidates gets smaller and smaller, we will follow up with each
such entity more closely and more aggressively and determine what additional
information they need, if they are interested, what they would like to do
next, whether they would like to tour the property, for example, whether they
would like to conduct their own sampling or assays on our claims (to which we
would have no objection) and if they are not interested, learn why.

After providing reports and doing on site inspections and tours of our mineral
claims, we will then sit down with such persons and find out exactly what they
believe it would take to work with them on a project to explore the North Beck
Claims. We do not know what more we can say in this regard.

We have no way of predicting how long it will take to locate a serious and
genuine exploration partner or joint venturer, assuming that we even can,
something of which we can give no assurance.

Form of Agreement with Prospective Exploration Partner/Joint Venturer Unknown
at This Time.
-------------

In the event that we find a joint venture/partnership candidate, one who is
serious about working with us, we do not know what form any such joint venture
or partnership agreement with them would take. We believe that we would likely
have to give up control of the claims in some fashion and possibly a good
portion of our stock 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 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.

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.

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.

* 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. He will therefore NOT be devoting his full time
and energy, on a daily basis, to us. To the extent that the completion of
Phase Two of our overall 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 will likely 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 complete an analysis of our mineral
claims. If and when we are waiting for such persons to "get back to us," there
is little that we will be able to do on a "day to day" basis.

Resulting Situation in the Event That a Successful Exploration Program Were
Completed.
----------

It is noteworthy that even if we were to complete a successful mineral
exploration program and we successfully identify a mineral deposit (something
to which there can be no assurance whatsoever), we will still be required to
raise substantial additional funds in order to undertake further drilling and
engineering studies (i.e., development) to determine if a particular mineral
deposit does in fact have commercial viability. In short, there are three
basic categories of operation in mining: exploration, development, and
extraction. Accordingly, 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 (the third phase of such an endeavor). 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 that venture
or other partnership transaction can be finalized and we can be assured that,
but for the particular consultant or advisor, 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 or otherwise, any
outside advisors or consultants for this purpose.

Employees.
----------

We do NOT intend to use or hire any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that we will be able to
operate in this manner and to continue our search for partners, joint
venturers and other funding opportunities.

Future Need to Obtain a Mineral Exploration Permit from DOGM.
-------------------------------------------------------------

In the event that we obtain the mining partners or joint venturers necessary
to engage in a mineral exploration program, we, or our partner(s), we will
have to incur the added expense of going through the state regulatory process
necessary to obtain the requisite mining exploratory permits. See the section
in Item 1 of our last amended registration statement on Form 10-SB/A and our
subsequently-filed Annual Report on Form 10-KSB discussing the mining
exploration permitting process in Utah. We do not at this time know the cost
of going through the permitting process; however, based on recent discussions
with DOGM, we do not believe this cost would be substantial. We would hope
that any exploration partner or joint venturer we enter into business with
will have gone through this process before and will thus have the staff, know-
how, and other resources and capabilities to proceed through this process
quickly and efficiently. The permitting process in this regard directly
affects our Plan of Operation because it requires the expenditure of
additional funds, funds in addition to those necessary to actually explore the
North Beck Claims.

Item 3.  Controls and Procedures

We maintain controls and procedures designed to ensure that the information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon our evaluation of those
controls and procedures performed as of the end of the period covered by this
report, our chief executive officer and the principal financial officer (or
persons performing similar functions) concluded that our disclosure controls
and procedures were effective. As a result of its evaluation, we have made no
significant changes in our internal controls or other factors that could
significantly affect the controls and other procedures already in place.

                  PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults upon Senior Securities.

None.

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

None.

Item 5. Other information.

We are not aware of any other information that should be reported on this
form.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

None.  All Sarbanes-Oxley certifications are after the signature line at the
end of this document.

(b) Reports on Form 8-K

None.

                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                   VALLEY HIGH MINING COMPANY
                            (Issuer)

Dated:  August 14, 2006
                                  /s/ John Michael Coombs

                                  ---------------------------------
                                  By:     John Michael Coombs
                                  Its:    Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has also been signed below by the following person on
behalf of the Registrant and in the capacities and on the dates indicated.

Dated:  August 14, 2006

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

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