UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D. C. 20549 FORM 10-Q (X) QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the first
quarter ended March 31, 2009 ( ) 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 issuer as specified in its
charter) NEVADA
68-0582275(State or other
jurisdiction of incorporation or organization)
(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)  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 large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  Large accelerated filer [  ]
   Accelerated filer [  ]
    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 [  ]    APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS  Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.   Yes [   ]
  No  [   ]   1    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
May 1, 2009Common Capital Voting Stock,
$0.001 par value per share

5,281,346
shares  FORWARD-LOOKING STATEMENTS  This Quarterly Report on Form 10-Q, 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.              VALLEY HIGH MINING COMPANY [An Exploration Stage Company]  UNAUDITED CONDENSED FINANCIAL STATEMENTS  For the Three Months Ended  MARCH 31, 2009            2    VALLEY HIGH
MINING COMPANY [An Exploration Stage Company]     CONTENTS  PAGE   Unaudited
Condensed Balance Sheets, March 31, 2009 4 and
December 31, 2008   Unaudited
Condensed Statements of Operations, for the three
months ended March 31, 2009 and 2008 and for the period
from re-entering of exploration stage on April 19, 2004 through
March 31, 2009 5    Unaudited
Condensed Statements of Cash Flows, for the three
months ended March 31, 2009 and 2008 and for the period
from re-entering of exploration stage on April 19, 2004 through
March 31, 2009 6    Notes
to Unaudited Condensed Financial Statements 7 - 9  3


VALLEY HIGH MINING COMPANY [An Exploration Stage Company]  UNAUDITED CONDENSED BALANCE
SHEETS   ASSETS  March 31,
2009

December 31, 2008CURRENT ASSETS:Cash
$
157

$
16Total
Current Assets

157


16$
157

$
16LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts
payable
$
3,750

$
-Related party
advances

59,142


57,867Total
Current Liabilities

62,892


57,867STOCKHOLDERS' 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

(62,735)


(57,851)Total
Stockholders' Equity (Deficit)

(62,735)


(57,851)$
157

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


4


VALLEY HIGH MINING COMPANY [An Exploration Stage
Company]  UNAUDITED CONDENSED STATEMENTS OF
OPERATIONS  For the Three
Months Ended March 31,

From the
Re-entering Of Exploration Stage on April 19, 2004 through
March 31,2009

2008

2009REVENUE

$
-

$
-

$
-EXPENSES:General and
administrative


4,884


4,718


62,735LOSS FROM
OPERATIONS


(4,884)


(4,718)


(62,735)CURRENT TAX
EXPENSE


-


-


-DEFERRED TAX
EXPENSE


-


-


-NET LOSS

$
(4,884)

$
(4,718)

$
(62,735)LOSS PER COMMON
SHARE

$
(.00)

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


5


VALLEY HIGH MINING COMPANY [An Exploration Stage
Company]  UNAUDITED CONDENSED STATEMENTS OF CASH
FLOWS  For the Three
Months
Ended March 31,

From the
Re-entering Of Exploration Stage on April 19, 2004 through
March 31,2009

2008

2009Cash Flows From Operating
Activities:Net
loss
$
(4,884)

$
(4,718)

$
(62,735)Adjustments to
reconcile net loss to net
Cash
used by Operating activities:Change
in assets and Liabilities:Increase
(decrease) in accounts Payable

3,750


3,300


3,750Net
Cash Provided (Used) by Operating Activities

(1,134)


(1,418)


(58,985)Cash Flows From Investing
Activities:Net
Cash (Used) by Investing
Activities

-


-


-Cash Flows from Financing
Activities:Proceeds from
related party advances

1,275


1,500


59,142Net
Cash Provided by
Financing
Activities

1,275


1,500


59,142Net Increase in
Cash

141


82


157Cash at Beginning of
Period

16


112


-Cash at End of
Period
$
157

$
194

$
157Supplemental 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 March 31,
2009: None  For the year ended March 31,
2008: None            The accompanying notes are an integral part
of these unaudited financial statements.


6


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 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.  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 March 31, 2009 and 2008 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, 2008 audited financial statements.  The results of
operations for the periods ended March 31, 2009 and 2008 are not necessarily
indicative of the operating results for the full year.   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 March 31, 2009 and
December 31, 2008, respectively, the Company had 5,281,346 shares issued and
outstanding.


7


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, 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.   NOTE 4 - RELATED PARTY
TRANSACTIONS  Management Compensation -For the period ended March 31,
2009 and March 31, 2008, 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 March 31, 2009 and December 31, 2008,
respectively, the Company owed the shareholder $59,142 and $57,867.  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.


8


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
Ended March 31,2009

2008Loss from
operations available to common shareholder (numerator)
$
(4,884)

$
(4,718)Weighted average number of common shares outstanding during
the period used in loss per share (denominator)

5,281,346


5,281,346  Dilutive loss per share was not presented; as the Company had no
common equivalent shares for all periods presented that would affect the
computation of diluted loss per share.   NOTE 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 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.  Since the first 5 year lease term expired on April 18, 2009, the
lessor has renewed the mining lease agreement for a second successive 5 year
term effective April 19, 2009.  At the same time, because the Company had
not undertaken any work commitment activity on the property during the first 5
year term, the lessor waived, for the time being, the Companys obligation to
make up the $15,000 shortage in cash.  The second 5 year lease term expires
on April 18, 2014.


9


Item 2. Management's Discussion
and Analysis of Financial Condition and Results 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 has been our
intent and objective to obtain a partner or joint venturer with the funding and
mining 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.  Our stock currently trades on the
Over-the-Counter Bulletin Board (OTCBB) under the symbol VHMC.OB.  Having completed Phase One of our
business plan and Plan of Operation over 3 years ago, we have since been
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 with an affiliated party and the filing
of our initial registration statement with the Securities and Exchange
Commission on Form 10-SB in March 2005, over 4 years ago, we had been dormant
and inactive for over 15 years.  For further 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. Reference is also made to our last Annual Report for our fiscal year
ended December 31, 2008, on Form 10-K filed in March 2009.  Regardless,
however, of the progress we have made in this regard, the current state of the
economy, among other things, makes the prospect of our completing Phases Two and
Three of our business plan and Plan of Operation detailed below look bleak.
 This is because, due to the current uncertain state of the economy, large
potential joint venture mining companies seem to lack, at this time, the
investment capital and other resources necessary to take on risky ventures.
 As a result, we will likely be forced in the near future to take the
Company in another direction, the form of which we cannot predict at this
time.  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.  See Phase Two of our
Plan of Operation discussed below.  Since we filed our initial registration
statement with the Commission in March 2005, over 4 years ago and having
contacted several large and medium-sized mining companies in all that time, we
have not been successful in generating much interest in our mineral claims.
 Given that the price of silver, for example, has dropped from a high of
nearly $21 per ounce in early 2008 down to a recent price of about $12 per
ounce, or a drop by nearly half, we can only assume that weakened silver prices
in particular and weakened precious metals prices in general has contributed,
and will continue to contribute, to the on-going lack of interest in our claims
and the Tintic Mining District as a whole.  During our first quarter, our
president, Mr. J. Michael Coombs, or entities related to him, advanced us a
total of $1,250 to pay outstanding fees owed our in-house accountant, our
auditors, and our Edgarizer. The cash in our checking account on March 31, 2009,
was $157. Since the end of our first quarter, our president has not yet advanced
us an additional $3,750 to pay outstanding auditor fees.  As of the date of
this report, the cash in our checking account is $157. At the current time, we
have no outstanding bills or payables that we are aware of.  Liquidity and Capital
Requirements.  As of the date of this report, we
lack the necessary capital to implement a full-fledged mineral exploration
program. As stated above, we currently have approximately $157 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 at least the next 12 months, in that our sole officer and
director has


10


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 year, 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 be
completed in its present form based on current regulatory, economic and other
conditions in the Tintic Mining District. 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, the cost of mining
exploration at that time, the ability of a joint venture partner to tie up a
large block of ground in the Tintic Mining District, the absence of future EPA
clean up plans in the District, the ability of a joint venture partner to
satisfy itself that the EPA will not require it to unduly or unfairly undertake
clean up of past contamination activities caused or created by others as a
result of new or planned exploratory activity, the overall economy, 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. At this point, it is starting to look
doubtful.  Further, we are unable to guarantee that, beyond the next 12
months, 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 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 Phase
Two of our business plan in less than a year or, we might learn that it cannot
be completed within that time frame or longer. 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.  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. As of the date of this report, and having spoken with several
mining companies over the last 4 years, we have found no company or entity that
has communicated an interest in joint venturing with us. See discussion under
Phase Two below. Accordingly, given this amount of time with no success in this
regard, no assurance can be given that we can or will enter into a joint venture
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,
hopefully, for at least the next year. However, unless we are able to enter into
a partnership or joint venture relationship with an experienced mining entity
willing to finance our intended exploration, we will likely not be able to
achieve our operational goals. In such event, management, as stated above, will
be forced to look at other business opportunities.  PLAN OF OPERATION  We are an exploration stage [mining]
company. An exploration stage 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 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 communicated, 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 has yet to cover
over.  During the quarter, however, our lessor signed a written
authorization allowing the Utah Abandoned Mine Reclamation Program to enter onto
our property this spring or summer and cover the open shaft or hole on our Peru
Claim, something the State of Utah had wanted to do but had been unable to carry
out until now.  Having long ago obtained a final
geology report from our consulting geologist, our overall business methodology
and plans have been 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 obtained a final geology report
from our


11


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 mining 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 the time we
prepared such cost estimates.  Such estimates do not currently take into
consideration increased costs or inflation that have occurred since March
2006.  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 recently accomplished, or tried to
accomplish, in this regard is set forth in our discussion of Phase Two below and
also, more comprehensively, in the Phase Two discussion contained in our last
Annual Report on Form 10-K.  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 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 long ago completed Phase One
of our business plan and Plan of Operation, we have since focused on 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 from now or longer. 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 is no particular cost associated with this
sequence. This is because our consulting geologist's final report is 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.


12


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, and have done, 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 accompany 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 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 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 to Pursue
and Complete Phase Two.  In late 2006, our president
participated in a tour of certain other mining claims located in nearby Mammoth,
Utah, about 3 miles away from The North Beck Claims. This tour occurred with a
project manager of a large U.S. mining company whose stock is listed on the New
York Stock Exchange. This individual lacked the time that day to tour our
specific mineral claims (even though we did drive by them) but did at that time
indicate that he would like to return to Eureka for such purpose, probably with
additional associates. This individual did request a copy of our geology report,
which we provided him in electronic disk format later on. We have since
confirmed that he received it. We believe and have since learned that mining
companies who might be interested in our properties will likely be interested in
tying up surrounding properties in the overall area. This means that getting
involved in a drilling exploration program on our claims
is an expensive undertaking, as it involves substantial legal and landman costs
of researching and then tying up surrounding properties in addition to that of
drilling the property itself.  During January of our first quarter
of 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 the end of 2007, we learned, however, that this company had
abandoned its interest in the District for reasons, we are told, unrelated to
the Districts mining potential.  Specifically, we were told that, among
other reasons, the company was unable to get adequate assurances from the EPA
that they wouldnt be liable for past contamination caused by another operator
if they were to do exploratory work or engage in mining operations, particularly
in the Mammoth, Utah, area, an area NOT within the EPAs current Superfund
designation.  As a result, this company has 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 they wanted to acquire or
lock up in some fashion. Unfortunately, we are not privy to all the reasons or
details.  This latter reality, that is, the inability to tie up a lot of
ground, may unfortunately hamper our ability to attract a suitable joint venture
mining exploration partner in the near future.  In short, if the reason
that this particular mining company lost interest in the District is because it
felt that it couldnt tie up a sufficient amount of property or otherwise work
with the EPA and/or other landowners, this could unfortunately mean that Phase
Two of our Plan of Operation will be very difficult, if not impossible, to
accomplish in the near future.  Not long ago and based on the
referral of another local mining exploration company like ours, we attempted to
contact a principal of a large U.S. mining company located in Coeur dAlene,
Idaho, about our company and our propertys potential.  We offered to
follow up by further providing a copy of our geology report on electronic disk.
  We were subsequently told by the same local mining exploration
company that had initially told us to contact them, that this particular
company actually had no interest in the Tintic Mining
District after all.  This explains why our communications were deleted or
ignored.  As indicated above, over the 2
years, we have not conducted any additional property tours with any additional
mining company prospects.  In mid-September 2008, approximately
6 months ago, we learned that a major internationally diversified mining company
headquartered in the United Kingdom known as Anglo American PLC, purchased some
mining claim interests in the Tintic Mining District from Chief Consolidated
Mining Co., a former operator in the district.  The news reports are skimpy
but it appears that the company seeks to explore, and if justified, to then
develop a porphyry copper-gold-molybdenum target located at the northern end of
the District towards Provo, Utah, not Eureka, where our claims our located.
 Our claims, by contrast, are


13


considered
to be comprised of mostly silver, lead and iron, if anything, not copper, gold
or molybdenum.  Upon learning this news, we endeavored to contact Anglo
American to see if they would be interested in our claims and, in particular, in
getting a copy of our geology report, but, to date, we have heard nothing back.  As we disclosed in our Annual and
Quarterly Reports over the last couple of years, we have had serious difficulty
attracting interest in our mining claims.  We have come to believe that, in
addition to the current state of the economy, this is 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 or overlapping ownership rights
and interests.  At the same time, we believe that a serious mining company
or joint venture mining partner would want to be able to tie up an extended or
large area or block of land.  Fragmented land ownership therefore means
that a mining company or joint venture partner would have to spend a lot of time
and energy on land and title work and, when all is said and done, may not be
able to lock up or amass a large block of land.  Accordingly, extensive
land and title work in the overall area of our mineral claims would likely be a
significant expense and cost that a prospective joint venture mining partner may
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 might require them to do remediation of other operators contamination that
they wouldnt otherwise be required to do if the EPA were not highly present and
active in the area.  These are the two basic reasons, we believe, why we
have not yet attracted a joint venture mining exploration partner.  Finally, given that silver has
recently dropped in price from above $20 per ounce to $12 per ounce, not to
mention the serious economic problems our country, and perhaps the world, now
faces, we do not believe that these factors bode well for the likelihood of our
completing Phase Two of our Plan of Operation at any time soon.  We say
this regardless of whether a large international mining company now has a new
and limited presence in the 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, if any. We have considered the possibility of some type of
debt financing; however, current stock market conditions make the possibility of
raising money in any fashion at this time remote.  We may simply be
required to pursue other business opportunities, the form of which we cannot at
this time predict.  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.  Since the prospect of completing
Phases Two and Three of our business plan and plan of operation currently look
bleak, we may be forced to take the Company in another direction, the form of
which we cannot predict at this time.


14


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.


15


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).


16


* 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


17


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.


18


3.10
Dollar cost to be determined.  Underground Exploration Work  * Shaft sinking.  * Horizontal mine workings
(drifts).  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 a joint 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 until such
time as we find it necessary to take the Company in another direction.  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), 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 Annual Report on Form
10-K 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 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.  Quantitative and
Qualitative Disclosures About Market Risk.  This item is not applicable to
smaller reporting companies.   Item 4. 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


19


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.   Item 4A(T).  Controls and
Procedures.  Management's Quarterly Report
on Internal Control Over Financial Reporting.  Management of the Company is
responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control system was designed to provide
reasonable assurance to our management and Board of Directors regarding the
preparation and fair presentation of financial statements.  All internal controls over financial
reporting, no matter how well designed, have inherent limitations, including the
possibility of human error and the circumvention or overriding of controls.
 Therefore, even effective internal  control over financial reporting can provide
only reasonable, and not absolute, assurance with respect to financial statement
preparation and presentation. Further, because of changes in conditions, the
effectiveness of internal controls over financial reporting may vary over time.
Because of its inherent limitations, internal control over financial reporting
may also fail to prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives.  Our management, including our chief
executive officer and chief financial officer, assessed the effectiveness of our
internal control over financial reporting as of March 31, 2009.  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 March 31, 2009, our
internal control over financial reporting was effective based on those
criteria.  Changes in Internal Control
Over Financial Reporting.  There have been no changes in
internal control over financial reporting.   PART II - OTHER
INFORMATION Item 1. Legal
Proceedings.  None.   Item 1A. Risk Factors.  This item is not applicable to
smaller reporting companies.   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.  None.   Item 6. Exhibits.  (a) Exhibits  Exhibit
31 Sarbanes-Oxley
Section 302 Certification


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Exhibit
32 Sarbanes-Oxley
Section 906 Certification  (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)  Date:
May 12,
2009

By:
/s/John
Michael CoombsJohn
Michael CoombsChairman 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.      Date:
May 12,
2009

By:
/s/John
Michael CoombsJohn
Michael CoombsPresident,
Chief Executive Officer and CFO (Principal Accounting and Financial
Officer)


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Exhibit
31 CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002  I, John Michael Coombs, hereby
certify that:  1. I have reviewed this Report of
the Issuer;  2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;  3. Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;  4. The registrants
other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:  a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;  b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;  c) evaluated the
effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and  d)
disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal
quarter (the registrants fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and  5. The registrants
other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or
persons performing the equivalent functions);  a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and
report financial information; and  b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting.


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VALLEY HIGH MINING COMPANY  Date:
May 12, 2009

By:
/s/John
Michael CoombsJohn
Michael CoombsChairman of
the Board, President,
Chief
Executive Officer (CEO)Date:
May 12, 2009

By:
/s/John Michael
CoombsJohn Michael CoombsChief or Principal Officer
(CFO),   and Principal Accounting Officer,  Secretary and
Treasurer


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Exhibit
32 CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION
1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002  In connection with this Report of
VALLEY HIGH MINING COMPANY (the "Company"), as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, John Michael Coombs,
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge
and belief:  (1) The Report
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.  VALLEY HIGH MINING
COMPANY    Date:
May 12, 2009

By:
/s/John
Michael CoombsJohn
Michael CoombsChairman of
the Board, President, Chief Executive Officer (CEO)  Date:
May 12,
2009

By:
/s/John
Michael CoombsJohn
Michael CoombsChief or
Principal Officer (CFO), and Principal Accounting Officer, Secretary and
Treasurer,


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