UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q





(Mark
One)





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





For the
quarterly period ended June 30, 2010





OR





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





For the
transition period from __________to___________





Commission
File Number 000-51232





VALLEY
HIGH MINING COMPANY





(Exact
name of registrant as specified in its charter)





Nevada
                
                68-0582775(State
      or other jurisdiction
                
                (I.R.S.
      Employerof
      incorporation or organization)
                
                Identification
      No.)





946 E.
1300 N, Mapleton, UT  84664





(Address
of principal executive offices) (Zip Code)





(801)
467-2021





(Registrant's
telephone number, including area code)










(Former
name, former address and former fiscal year,


if
changed since last report)


Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).    Yes   ̈   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. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer
                            o
                            
                            
                            Accelerated filer
                            oNon-accelerated filer
                            o(Do not check if a smaller
                              reporting company)
                            
                            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   Noo





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 1934subsequent
to the distribution of securities under a plan confirmed by a court. Yes  ̈ No
 ̈





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date: there were 5,281,346 shares outstanding as of
June 30, 2010.





PART
I - FINANCIAL INFORMATION





Item
1.     Financial Statements


VALLEY
HIGH MINING COMPANY
 [A Development Stage
Company]
 
 UNAUDITED
CONDENSED
 FINANCIAL
STATEMENTS
 
 For
the Six Months Ended
 
 June
30, 2010
  
  VALLEY
HIGH MINING COMPANY
 [A Development Stage
Company]
 
 CONTENTS
 
 PAGE—
                            Unaudited
      Condensed Balance Sheets, June 30, 2010 and December 31,
    2009
                            1—
                            Unaudited
      Condensed Statements of Operations, for the three and six months ended
      June 30, 2010 and 2009 and for the period from re-entering of development
      stage on April 19, 2004 through June 30, 2010
                            2—
                            Unaudited
      Condensed Statements of Cash Flows,  for the six months ended
      June 30, 2010 and 2009 and for the period from re-entering of development
      stage on April 19, 2004 through June 30, 2010
                            3—
                            Notes
      to Unaudited Condensed Financial Statements
                            4 -
      7
  
 
 VALLEY
HIGH MINING COMPANY
 [A Development Stage
Company]
 
 UNAUDITED
CONDENSED BALANCE SHEETS
 
 June
      30,
                          
                          
                          December 31,2010
                          
                          
                          2009ASSETSCURRENT
      ASSETS:Cash
                          
                          $
                          -
                          
                          
                          $
                          43TotalCurrentAssets
                          
                          
                          -
                          
                          
                          
                          43$
                          -
                          
                          
                          $
                          43LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIES:Accounts
      payable
                          
                          $
                          7,883
                          
                          
                          $
                          215Related
      party advances
                          
                          
                          -
                          
                          
                          
                          69,292Derivative
      Liability – Coombs
                          
                          
                          6,602
                          
                          
                          
                          -Total
      Current Liabilities
                          
                          
                          14,485
                          
                          
                          
                          69,507STOCKHOLDERS'
      EQUITY (DEFICIT):Common
      stock, $.001 par value, 50,000,000 shares authorized, 5,281,346 shares
      issued and outstanding at June 30, 2010 and December 31,
    2009
                          
                          
                          5,281
                          
                          
                          
                          5,281Capital
      in excess of par value
                          
                          
                          817,819
                          
                          
                          
                          746,093Retained
      deficit
                          
                          
                          (751,374
                          )
                          
                          
                          (751,374
                          )Deficit
      accumulated during the Development stage
                          
                          
                          (86,211
                          )
                          
                          
                          (69,464
                          )Total
      Stockholders' Equity (Deficit)
                          
                          
                          (14,485
                          )
                          
                          
                          (69,464
                          )$
                          -
                          
                          
                          $
                          43
 
 The
accompanying notes are an integral part of these unaudited financial
statements.
  -1-
 
 VALLEY
HIGH MINING COMPANY
 [A Development Stage
Company]
 UNAUDITED
CONDENSED STATEMENTS OF OPERATIONS
 
 From theRe-enteringOf DevelopmentStage onApril 19, 2004For the Three Months
                            
                            
                            For the Six Months
                            
                            
                            ThroughEnded June 30,
                            
                            
                            Ended June 30,
                            
                            
                            June 30,2010
                            
                            
                            2009
                            
                            
                            2010
                            
                            
                            2009
                            
                            
                            2010REVENUE
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -EXPENSES:General
      and administrative
                            
                            
                            3,818
                            
                            
                            
                            2,184
                            
                            
                            
                            10,145
                            
                            
                            
                            7,068
                            
                            
                            
                            79,609LOSS
      FROM OPERATIONS
                            
                            
                            (3,818
                            )
                            
                            
                            (2,184
                            )
                            
                            
                            (10,145
                            )
                            
                            
                            (7,068
                            )
                            
                            
                            (79,609
                            )OTHER
      INCOME (EXPENSE)Loss
      on derivatives
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (6,602
                            )
                            
                            
                            -
                            
                            
                            
                            (6,602
                            )LOSS
      BEFORE  TAXES
                            
                            
                            (3,818
                            )
                            
                            
                            (2,184
                            )
                            
                            
                            (16,747
                            )
                            
                            
                            -
                            
                            
                            
                            (86,211
                            )CURRENT  TAX
      EXPENSE
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -DEFERRED
      TAX EXPENSE
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -NET
      LOSS
                            
                            $
                            (3,818
                            )
                            
                            $
                            (2,184
                            )
                            
                            $
                            (16,747
                            )
                            
                            $
                            (7,068
                            )
                            
                            $
                            (86,211
                            )LOSS
      PER SHARE
                            
                            $
                            (.00
                            )
                            
                            
                            (.00
                            )
                            
                            $
                            (.00
                            )
                            
                            $
                            (.00
                            )
  The
accompanying notes are an integral part of these unaudited financial
statements.
  - 2 -
  VALLEY
HIGH MINING COMPANY
 [A Development Stage
Company]
 
 UNAUDITED
CONDENSED STATEMENTS OF CASH FLOWS
 
 From theRe-enteringOf DevelopmentStage onApril 19, 2004For the Six Months
                                                                                
                                                                                
                                                                                ThroughEnded June 30,
                                                                                
                                                                                
                                                                                June 30,2010
                                                                                
                                                                                
                                                                                2009
                                                                                
                                                                                
                                                                                2010Cash
      Flows from Operating Activities:Net
      loss
                                                                                
                                                                                $
                                                                                (16,747
                                                                                )
                                                                                
                                                                                $
                                                                                (7,068
                                                                                )
                                                                                
                                                                                $
                                                                                (86,211
                                                                                )Adjustments to
      reconcile net loss to net Cash
      used by operating activities:Change
      in assets and liabilities:Increase
      (decrease) in accounts payable
                                                                                
                                                                                
                                                                                7,745
                                                                                
                                                                                
                                                                                
                                                                                1,578
                                                                                
                                                                                
                                                                                
                                                                                7,960Increase
      (decrease) in derivative payable
                                                                                
                                                                                
                                                                                6,602
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                6,602Net
      Cash Provided (Used) byOperating
      Activities
                                                                                
                                                                                
                                                                                (2,400
                                                                                )
                                                                                
                                                                                
                                                                                (5,490
                                                                                )
                                                                                
                                                                                
                                                                                (71,649
                                                                                )Cash
      Flows from Investing Activities:Net
      Cash (Used) byInvesting Activities
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -Cash
      Flows from Financing Activities:Proceeds
      from related party advances
                                                                                
                                                                                
                                                                                2,357
                                                                                
                                                                                
                                                                                
                                                                                5,575
                                                                                
                                                                                
                                                                                
                                                                                71,649Net
      Cash Provided byFinancing Activities
                                                                                
                                                                                
                                                                                2,357
                                                                                
                                                                                
                                                                                
                                                                                5,575
                                                                                
                                                                                
                                                                                
                                                                                -Net
      Increase (decrease) in Cash
                                                                                
                                                                                
                                                                                (43
                                                                                )
                                                                                
                                                                                
                                                                                85
                                                                                
                                                                                
                                                                                
                                                                                -Cash
      at Beginning of Period
                                                                                
                                                                                
                                                                                43
                                                                                
                                                                                
                                                                                
                                                                                16Cash
      at End of Period
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                101
                                                                                
                                                                                
                                                                                $
                                                                                -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, 2010:Shareholders forgave
      debts totaling $71,726.  Due to the related party nature of the debt,
      the Company
      recorded the forgiveness as a contribution to
      Capital.For
      the six months ended June 30, 2009:None
 
 The
accompanying notes are an integral part of these unaudited financial
statements.
  - 3 -
  VALLEY
HIGH MINING COMPANY
 [A Development 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.  Domicile
was changed to Nevada in April 2004.  As a result of a change in control in
February 2010, in which a shareholder purchased 5,000,000 of the Company’s
5,281,346 outstanding shares of common stock, the Company’s current principal
business activity is to seek a suitable acquisition candidate through
acquisition, merger, reverse merger or other suitable business combination
method.  The Company disposed of its North Beck Mining Claims in connection
with the change in control.
 
 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, 2010
and 2009 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,
2009 audited financial statements.  The results of operations for the
periods ended June 30, 2010 and 2009 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 June 30, 2010 and December 31, 2009, respectively, the Company had
5,281,346 shares issued and outstanding.
  - 4 -
 
 VALLEY
HIGH MINING COMPANY
 [A Development 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 possible 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 period ended June 30, 2010 and June 30, 2009, 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.
  - 5 -
  VALLEY
HIGH MINING COMPANY
 [A Development 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 MonthsEnded June 30,
                      
                      
                      Ended June 30,2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009Loss
      from operations available to common Shareholders
    (numerator)
                      
                      $
                      (3,818
                      )
                      
                      $
                      (2,184
                      )
                      
                      $
                      (16,747
                      )
                      
                      $
                      (7,068
                      )Weighted
      average number of common Shares outstanding during the period used in loss
      per share (denominator)
                      
                      
                      5,281,346
                      
                      
                      
                      5,281,346
                      
                      
                      
                      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.
 
 NOTE
7 -  DERIVATIVE LIABILITY
 
 Coombs Warrants – In
connection with the change in control of the Company which occurred in February,
2010 when John Michael Coombs sold 5,000,000 of his shares of common stock, the
Company issued to Mr. Coombs a warrant with a term of three years which is
exercisable for a number of shares of Company Common Stock equal to .005 times
the total outstanding shares  of common stock of the Company
immediately following a reverse merger or similar transaction and each
subsequent financing in the form of a public offering or private placement which
occurs within (6) months of the reverse merger.
 
 The
Company has accounted for the warrant as a liability.
  - 6 -
 
 VALLEY
HIGH MINING COMPANY
 [A Development Stage
Company]
 
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 NOTE
8 – SUBSEQUENT EVENTS
 
 The
Company has evaluated subsequent events from the balance sheet date through the
date the financial statements were issued and determined there are no events to
disclose.
  - 7 -




Item  2.Management’s Discussion and Analysis
of Financial Condition and Results of Operations





Search
for a Target Company





Valley
High Mining Company ("VHMC") will search for target companies as potential
candidates for a business combination.





VHMC
has not entered into agreements with any third parties to locate potential
merger candidates.





VHMC
may seek to locate a target company through solicitation. Such solicitation may
include newspaper or magazine advertisements, mailings and other distributions
to law firms, accounting firms, investment bankers, financial advisors and
similar persons, the use of one or more World Wide Web sites and similar
methods. If VHMC engages in solicitation, no estimate can be made as to the
number of persons who may be contacted or solicited. VHMC may utilize
consultants in the business and financial communities for referrals of potential
target companies. There is no assurance that VHMC will locate a target company
or that a business combination will be successful.





Management
of VHMC





VHMC
has no full time employees. There is one officer and director – John
Hickey.





Mr.
Hickey has agreed to allocate a limited portion of his time to the activities of
VHMC. Potential conflicts may arise with respect to the limited time commitment
by Mr. Hickey and the potential demands of the activities of VHMC.





The
amount of time spent by management on the activities of VHMC is not predictable.
Such time may vary widely from an extensive amount when reviewing a target
company and effecting a business combination to an essentially quiet time when
activities of management focus elsewhere. It is impossible to predict the amount
of time management will actually be required to spend to review a suitable
target company. Management estimates that the business plan of VHMC can be
implemented by devoting approximately 10 to 25 hours per month over the course
of several months, but such figure cannot be stated with
precision.





General
Business Plan





The
purpose of VHMC is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity which desires to seek the perceived
advantages of a corporation which has a class of securities registered under the
Exchange Act. VHMC will not restrict its search to any specific business,
industry, or geographical location and VHMC may participate in a business
venture of virtually any kind or nature. Management anticipates that it will be
able to participate in only one potential business venture because VHMC has
nominal assets and limited financial resources. This lack of diversification
should be considered a substantial risk to the stockholders of VHMC because it
will not permit VHMC to offset potential losses from one venture against
gains


from
another.





VHMC
may seek a business opportunity with entities which have recently commenced
operations, or which wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes.





VHMC
anticipates that the selection of a business opportunity in which to participate
will be complex and extremely risky. VHMC has not conducted any research to
confirm that there are business entities seeking the perceived benefits of a
reporting corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for acquisitions,
providing liquidity for stockholders and other factors. Business opportunities
may be available in many different industries and at various stages of development,
all of which will make the task of comparative investigation and analysis
of such business opportunities difficult and complex.





VHMC
has, and will continue to have, minimal capital with which to provide the owners
of business entities with any cash or other assets. However, VHMC offers owners
of acquisition candidates the opportunity to acquire a controlling ownership
interest in a reporting company without the time required to become a reporting
company by other means. VHMC has not conducted market research and is not aware
of statistical data to support the perceived benefits of a business combination
for the owners of a target company.





The
analysis of new business opportunities will be undertaken by, or under the
supervision of, the officer and director of VHMC, who are not professional
business analysts. In analyzing prospective business opportunities, VHMC may
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable, but
which then may be anticipated to impact the proposed activities of VHMC; the potential
for growth or expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades; name identification;
and other relevant factors. This discussion of the proposed criteria is not
meant to be restrictive of the virtually unlimited discretion of VHMC to search
for and enter into potential business opportunities.








VHMC
will not restrict its search for any specific kind of business entities, but may
acquire a venture, which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which VHMC may
become engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which VHMC may offer.





Following
a business combination VHMC may benefit from the services of others in regard to
accounting, legal services, underwritings and corporate public relations. If
requested by a target company, VHMC may recommend one or more underwriters,
financial advisors, accountants, public relations firms or other consultants to
provide such services.





A
potential target company may have an agreement with a consultant or advisor
providing that services of the consultant or advisor be continued after any
business combination. Additionally, a target company may be presented to VHMC
only on the condition that the services of a consultant or advisor are continued
after a merger or acquisition. Such preexisting agreements of target companies
for the continuation of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target company.





Terms
of a Business Combination





In
implementing a structure for a particular business acquisition, VHMC may become
a party to a merger, consolidation, reorganization, joint venture, licensing
agreement or other arrangement with another corporation or entity. On the
consummation of a transaction, it is likely that the present management and
stockholders of VHMC will no longer be in control of VHMC. In addition, it is
likely that the officer and director of VHMC will, as part of the terms of the
business combination, resign and be replaced by one or more new officers and
directors.





It
is anticipated that any securities issued in any such business combination would
be issued in reliance upon exemption from registration under applicable federal
and state securities laws. In some circumstances, however, as a negotiated
element of its transaction, VHMC may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, it will be undertaken by the
surviving entity after VHMC has entered into an agreement for a business
combination or has consummated a business combination and VHMC is no longer
considered a blank check company. The issuance of additional securities and
their potential sale into any trading market which may develop in the securities
of VHMC may depress the market value of the securities of VHMC in the future if
such a market develops, of which there is no assurance.








While
the terms of a business transaction to which VHMC may be a party cannot be
predicted, it is expected that the parties to the business transaction will
desire to avoid the creation of a taxable event and thereby structure the
acquisition in a tax-free reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.





Depending
upon, among other things, the target company's assets and liabilities, the
stockholders of VHMC will in all likelihood hold a substantially lesser
percentage ownership interest in VHMC following any merger or acquisition. The
percentage of ownership may be subject to significant reduction in the event
VHMC acquires a target company with substantial assets.





Any
merger or acquisition effected by VHMC can be expected to have a significant
dilutive effect on the percentage of shares held by the stockholders of VHMC
at such time.





VHMC
will participate in a business combination only after the negotiation and
execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.





If
VHMC stops or becomes unable to continue to pay the operating expenses of VHMC,
VHMC may not be able to timely make its periodic reports required under the
Exchange Act nor to continue to search for an acquisition target.





Undertakings
and Understandings Required of Target Companies





As
part of a business combination agreement, VHMC intends to obtain certain
representations and warranties from a target company as to its conduct following
the business combination. Such representations and warranties may include (i)
the agreement of the target company to make all necessary filings and to take
all other steps necessary to remain a reporting company under the Exchange Act
for at least a specified period of time; (ii) imposing certain restrictions on
the timing and amount of the issuance of additional free-trading stock,
including stock registered on Form S-8 or issued pursuant to Regulation S and
(iii) giving assurances of ongoing compliance with the Securities Act, the
Exchange Act, the General Rules and Regulations of the Securities and Exchange Commission,
and other applicable laws, rules and regulations.





A
potential target company should be aware that the market price and trading
volume of the securities of VHMC, when and if listed for secondary trading, may
depend in great measure upon the willingness and efforts of successor management
to encourage interest in VHMC within the United States financial community. VHMC
does not have the market support of an underwriter that would normally follow a
public offering of its securities. Initial market makers are likely to simply
post bid and asked prices and are unlikely to take positions in VHMC's
securities for their own account or customers without active encouragement and
basis for doing so. In addition, certain market makers may take short positions
in VHMC's securities, which may result in a significant pressure on their market
price. VHMC may consider the ability and commitment of a target company to
actively encourage interest in VHMC's securities following a business
combination in deciding whether to enter into a transaction with such
company.








A
business combination with VHMC separates the process of becoming a public
company from the raising of investment capital. As a result, a business
combination with VHMC normally will not be a beneficial transaction for a target
company whose primary reason for becoming a public company is the immediate
infusion of capital. VHMC may require assurances from the target company that it
has, or that it has a reasonable belief that it will have, sufficient sources of
capital to continue operations following the business combination. However, it
is possible that a target company may give such assurances in error, or that the
basis for such belief may change as a result of circumstances beyond the control
of the target company.





Prior
to completion of a business combination, VHMC may require that it be provided
with written materials regarding the target company containing such items as a
description of products, services and company history; management resumes;
financial information; available projections, with related assumptions upon
which they are based; an explanation of proprietary products and services;
evidence of existing patents, trademarks, or service marks, or rights thereto;
present and proposed forms of compensation to management; a description of
transactions between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, or if they are not available,
unaudited financial statements, together with reasonable assurances that audited
financial statements would be able to be produced within a reasonable period of
time not to exceed 75 days following completion of a business combination; and
other information deemed relevant.





Competition





VHMC
will remain an insignificant participant among the firms which engage in the
acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than VHMC. In view of VHMC's
combined extremely limited financial resources and limited management
availability, VHMC will continue to be at a significant competitive disadvantage
compared to VHMC's competitors.





Off-Balance
Sheet Arrangements





VHMC does
not have any off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to
investors.







Going
Concern





The
financial statements included in this filing have been prepared in conformity
with generally accepted accounting principles that contemplate the continuance
of us as a going concern. VHMC's cash is inadequate to pay all of the costs
associated with our operations. Management intends to use borrowings and
security sales to mitigate the effects of its cash position; however, no
assurance can be given that debt or equity financing, if and when required, will
be available. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets and classification
of liabilities that might be necessary should VHMC be unable to continue its
existence.





Item
3.    Quantitative and Qualitative Disclosures About Market
Risk





Not
applicable.





Item
4.     Controls and Procedures





(a)      Disclosure Controls and
Procedures.





Under the
supervision and with the participation of the Company’s management, including
the principal executive officer and principal financial officer, as of the end
of the period covered by this report, the Company conducted an evaluation of the
effectiveness of the design and operation of the Company’s disclosure controls
and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange
Act. The Company’s disclosure controls and procedures are designed to provide
reasonable assurance that the information required to be included in the
Company’s reports to the Securities and Exchange Commission (“SEC”) is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms and to provide reasonable assurance that such information is
accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure. Based on this evaluation, the
Company’s principal executive officer and principal financial officer concluded
that, as of the period covered by this report, the Company’s disclosure controls
and procedures are effective at these reasonable assurance levels.





Our
internal control system is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles
generally accepted in the United States. There is no assurance that our
disclosure controls or our internal controls over financial reporting can
prevent all errors. An internal control system, no matter how well designed and
operated, has inherent limitations, including the possibility of human error.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error may occur and not be detected. We monitor our
disclosure controls and internal controls and make modifications as necessary.
Our intent in this regard is that our disclosure controls and our internal
controls will improve as systems change and conditions warrant.








(b)      Changes
in Internal Control over Financial Reporting





During
the three months ended June 30, 2010, there has been no change in internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.







Item
6.     Exhibits





EXHIBITNUMBER
              
              DESCRIPTION31.1
              
              Certification
      pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002;31.2
              
              Certification
      pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002;32.1
              
              Certification
      pursuant to 18 U.S.C. 1350.










SIGNATURES





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





VALLEY
      HIGH MINING COMPANY(Registrant)Date:
      August 16, 2010
            John
      Hickey(Name)/s/
      John Hickey(Signature)Chief
      Executive Officer