**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, 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 third quarter ended September 30, 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 registrant 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 #323

 

Salt Lake City, Utah

84106-6001

(Address of principal executive offices)

(Zip Code)

 

 

(801) 467-2021

(Registrant's telephone number, including area code)

Check whether the registrant (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 [  ]
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 November 1, 2009

Common 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 thatare 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 Nine Months Ended**

**September 30, 2009**

2

**VALLEY HIGH MINING COMPANY**

[*An Exploration Stage Company*]

**CONTENTS**

**PAGE**

—

Unaudited Condensed Balance Sheets, September 30, 2009 

and December 31, 2008                                                                    

4

—

Unaudited Condensed Statements of Operations, for the three 

months and nine months ended September 30, 2009 and 2008 and

for the period from re-entering of exploration stage on

April 19, 2004 through September 30, 2009                                          

5

—

Unaudited Condensed Statements of Cash Flows,  for the

nine months ended September 30, 2009 and 2008 and for the

period from re-entering of exploration stage on April 19, 2004

through September 30, 2009 

6

—

Notes to Unaudited Condensed Financial Statements       

7 - 10

3

**VALLEY HIGH MINING COMPANY**

[*An Exploration Stage Company*]

**UNAUDITED CONDENSED BALANCE SHEETS**

**ASSETS**

 

June 30,

 2009

 

December 31, 2008

**CURRENT ASSETS:**

 

 

 

 

 

     Cash

$

115

 

$

16

         Total Current Assets

 

115

 

 

16

 

$

115

 

$

16

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**

 

 

 

 

 

 

**CURRENT LIABILITIES:**

 

 

 

 

 

     Accounts payable

$

-

 

$

-

     Related party advances

 

67,242

 

 

57,867

          Total Current Liabilities

 

67,242

 

 

57,867

 

 

 

 

 

 

**STOCKHOLDERS' EQUITY (DEFICIT):**

 

 

 

 

 

**     **Common stock, $.001 par value, 50,000,000 shares

       Authorized, 5,281,346 shares issued and

       Outstanding at June 30, 2009 and December 31,

       2008

 

5,281

 

 

5,281

**     **Capital in excess of par value

 

746,093

 

 

746,093

**     **Retained deficit

 

(751,374)

 

 

(751,374)

     Deficit accumulated during the exploration stage

 

(67,127)

 

 

(57,851)

          Total Stockholders' Equity (Deficit)

 

(67,127)

 

 

(57,851)

 

$

115

 

$

16

The Balance Sheet at December 31, 2008 was taken from the Audited Financial Statements at that date and condensed.

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

4

**VALLEY HIGH MINING COMPANY**

 [*An Exploration Stage Company*]

**UNAUDITED CONDENSED STATEMENTS OF OPERATIONS**

 

For the Three Months 

Ended September 30,

 

For the Nine Months

 Ended September 30,

 

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

September 30,

 

2009

 

2008

 

2009

 

2008

 

2009

**REVENUE**

$

-

 

$

-

 

$

-

 

$

-

 

$

-

**EXPENSES:**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   General and administrative

 

2,208

 

 

2,147

 

 

9,276

 

 

8,876

 

 

67,127

**LOSS FROM OPERATIONS**

 

(2,208)

 

 

(2,147)

 

 

(9,276)

 

 

(8,876)

 

 

(67,127)

**CURRENT TAX EXPENSE**

 

-

 

 

-

 

 

-

 

 

-

 

 

-

**DEFERRED TAX EXPENSE**

 

-

 

 

-

 

 

-

 

 

-

 

 

-

**NET LOSS**

$

(2,208)

 

$

(2,147)

 

$

(9,276)

 

$

(8,876)

 

$

(67,127)

**LOSS PER COMMON SHARE**

$

(.00)

 

$

(.00)

 

$

(.00)

 

$

(.00)

 

 

 

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

5

**VALLEY HIGH MINING COMPANY**

 [*An Exploration Stage Company*]

**UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS**

 

For the Nine Months 

Ended September 30, 

 

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

September 30,

 

2009

 

2008

 

2009

**Cash Flows From Operating Activities:**

 

 

 

 

 

 

 

 

   Net loss

$

(9,276)

 

$

(8,876)

 

$

(67,127)

   Adjustments to reconcile net loss to net 

      Cash used by Operating activities:

 

 

 

 

 

 

 

 

       Change in assets and Liabilities:

 

 

 

 

 

 

 

 

          Increase (decrease) in accounts Payable

 

-

 

 

-

 

 

-

               Net Cash Provided (Used) by Operating Activities

 

(9,276)

 

 

(8,876)

 

 

(67,127)

 

 

 

 

 

 

 

 

 

**Cash Flows From Investing Activities:**

 

 

 

 

 

 

 

 

                      Net Cash (Used) by Investing

                       Activities

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

**Cash Flows from Financing Activities:**

 

 

 

 

 

 

 

 

   Proceeds from related party advances

 

9,375

 

 

8,800

 

 

67,242

                      Net Cash Provided by 

                              Financing Activities

 

9,375

 

 

8,800

 

 

67,242

**Net Increase in Cash**

 

99

 

 

(76)

 

 

115

**Cash at Beginning of Period**

 

16

 

 

112

 

 

-

**Cash at End of Period**

$

115

$

36

 

$

115

 

 

 

 

 

 

 

 

 

**Supplemental 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 nine months ended September 30, 2009:

            None

      For the nine months ended September 30, 2008:

            None

The accompanying notes are an integral part of these unaudited condensed 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 September 30, 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 September 30, 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 September 30, 2009 and September 30, 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 Sebtember 30, 2009 and December 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 September 30, 2009 and December 31, 2008, respectively, the Company owed the shareholder $67,242 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 

September 30,

 

For the Nine Months Ended 

September 30,

 

2009

 

2008

 

2009

 

2008

Loss from operations available to common Shareholders (Numerator)

$

(2,208)

 

$

(2,147)

 

$

(9,276)

 

$

(8,876)

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.

9

**VALEY HIGH MINING COMPANY**

 [*An Exploration Stage Company*]

**NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)**

**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.

**NOTE 7 – SUSEQUENT EVENTS**

The Company has evaluated subsequent events from the balance sheet date through November 3, 2009.

10

**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 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 4 years ago, we have since been pursuing Phase Two. This is the phase in which we have been 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, not to mention uncertainty concerning future corporate tax rates and other cost considerations, large mining companies seem to lack, at this time, the investment capital, resources and other willingness necessary to pursue 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, trying to locate 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 approximately $17 per ounce, we can only assume that volatile silver and other precious metals prices 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 third quarter, our president, Mr. J. Michael Coombs, or entities related to him, advanced us a total of $3,800 to pay outstanding fees owed our “in-house” accountant, our auditors, and our Edgarizer. The cash in our checking account on September 30, 2009, was $115. Since the end of our third quarter, our president has not advanced us any additional funds.  As of the date of this report, the cash in our checking account remains $115. 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 $115 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 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 completeour 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 prospectsof 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 to 5 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, and even with the enhanced prices of precious metals, 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 consulting geologist, Mr. O. Jay Gatten, a reportthat 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 explorationprogram 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 wasturned 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.
11

**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 drillingexploration 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 briefconversations 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 companyactually 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 a year 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 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 dropped in price from a high of approximately $21 per ounce in 2008 to a recent price of approximately $17 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.

12

**PHASE THREE: OUR PLANNED OR PROPOSED "PHASED" DRILLING EXPLORATION PROGRAM THAT WE SEEK TO IMPLEMENT**

Based on our knowledge of our mineral claims, the following discussion sets forth the phased drilling exploration plan or program that we would, at this time, recommend or suggest to an interested joint venture exploration partner:

**1.0 EXPLORATION POTENTIAL**

In spite of historical exploration and mining activity in the overall Tintic Mining District and also near to our North Beck Claims, it is a striking fact that very little documented exploration work has been done on the North Beck Claims. Bear Creek Mining Company's Jenny Lind Project,   done in 1955 and 1956, covered the north end of our property but did not consider a large portion of our property. Some of the Jenny Lind work included surface mapping, geochemical sampling, surface alteration mapping, and an airborne magnetic survey. The only other work of any extent was underground exploration work done at the North Beck shaft between 1917 and 1922. What underground work was done at the Sacramento mine in the late 1800's and later has been lost.
**1.1 North Beck Underground Exploration Work.**

Shaft sinking and related underground horizontal mine workings (drifts) were done to explore the Ophir Shale and a limestone member at depth. The North Beck shaft is known to be at least 1,600 feet deep and a total of 6,700 feet of drifting was carried out on the 600, 1,200 and 1,600 foot levels of the mine. Almost all of the work was oriented southeast of the shaft. No mineral occurrences were noted on the geologic maps currently available.
In the late 1950's, Bear Creek Mining Company attempted to reopen the shaft in order to remap the underground workings and possibly diamond drill or extend mine workings to the north of the shaft. The shaft was blocked at a depth of 580 feet and no further work was done owing to safety concerns and probably cost.

**2.0 EXPLORATION TARGETS**

The North Beck Claims are located within the Tintic Mining District and are north and on general trend with the Gemini "ore run". Sedimentary rocks that host ore bodies elsewhere in the district crop out or dip under the property. Favorable structures include location on the west limb of a major trough-like fold called the Tintic syncline and major crosscutting faults with related fracturing of the rocks. Hydrothermal alteration zones that are often related to buried ore bodies are present at the surface. The proximity to ore bodies in the District, favorable host rocks, hydrothermal alteration, major faults and very limited past exploration work, all combine to demonstrate, we believe, the favorable exploration potential of the North Beck Claims.

**Time Frame for Commencing and Completing Our Exploration Plan.**

The schedule as to the work is dependent upon funding but it would ideally conform to the seasons and the climatic conditions at the mineral claim property. It would be best if the surface field work could start in the spring, probably around May 1st. Then the Phase I drilling could follow in the late summer and continue into the autumn. The preparation of a report and maps would then be done during the winter months. Phase II drilling, if warranted, would start the following spring, as soon as ground conditions would allow access to the drill sites. The total time required for the surface exploration work and Phase I drilling would be about 8 months to 1 year. The total time required for both the Phase I and Phase II programs would range from 18 months to 2 years.

**2.1 Eureka Gulch.**

The extreme southern boundary of the property is located on the north side of Eureka Gulch near the productive West Beck fault and the California Break, at the north end of the Gemini "ore run." The interactions of these faults occur in the valley, which is obscured by recently deposited alluvial sands and gravels. This target includes the Jumbo claim. Horizontal fault displacement at Eureka Gulch is about 2,000 feet. North of the Gulch, the carbonate rocks have been displaced about 2,000 feet to the west. The Apex and Opex dolomite crop out and trend north from the bottom of Cole Canyon through the West Cable and Sacramento mines located on our mineral claims.

**2.2 Black Warrior.**

Near the Black Warrior Mine shaft there is a prospective structural situation where the Paxman fault is intersected by a northwest-trending fault. This site occurs in the central part of the property on the Paxman fault. The Ajax Dolomite, which hosts ore elsewhere in the district, crops out at the surface.

**2.3 North Beck.**

This was a top priority drill target of Bear Creek Mining Company during their Jenny Lind program undertaken by Kennecott in the 1950's. This target was selected on the basis of structure, alteration and probable thin cover of volcanic rocks. The objective would be to locate the northeast-trending Dead Horse fault and explore its intersection with the northwest-trending Red Hill fault. The approximate location of this intersection is north of the North Beckmine in Hadfield Canyon in an area of intense hydrothermal alteration. Bear Creek Mining Company, during the 1950's, had hope for mineralization along the Dead Horse fault based on high metal content in soils, abundant manganese oxides, and intense alteration (iron oxides, clay, silica).
Two holes were drilled by Bear Creek Mining Company in the 1950's but they failed to penetrate surface material and reach bedrock. This target is located in the northern part of the mineral claim block.

**2.4 Porphyry Flat. 
Strong clay alteration is mapped near the boundary between sedimentary rocks to the south and volcanic rocks to the north. This area is also near the easterly extension of the Dead Horse fault. There are also jasperoid bodies that crop out at the surface in this area. An abandoned mine shaft is present and prospect pits dot the area.
**Target Summary.**

The North Beck Claims have the potential to host economic silver and lead deposits, though we can make no assurance whatsoever that this is, or ever will be, determined. If there are indeed such deposits, these would most likely be replacement ore deposits similar to those mined in the past in the nearby Gemini "ore run". These suspected mineral deposits would be at depth and most likely be "blind". There will be very little, if any, evidence at the surface of any hidden mineral deposits. Expensive drilling and underground exploration work and drilling will be required to test these targets.
**3.0 EXPLORATION PLAN**

Our exploration plan focuses on the location of replacement type, high grade, silver and lead deposits at depth. The application of surface exploration methods for deep or "blind" ore bodies should be limited owing to the negative results of past work during the Jenny Lind project and the depth to exploration targets. Effective exploration techniques for buried ore deposits will involve costly drilling and underground work. This is a staged or "phased" exploration plan and the work done in each successive stage is based on the results of previous work.

**How the Results of Prior Phases Will Determine Whether to Proceed with the Next Phases.**

Surface exploration work is conducted first, with the purpose of generating valid drilling targets. Prospecting work is done on the ground by a field geologist to identify areas with high metal content and showing the signs of hydrothermal alteration. These data are then compiled on to maps and a report is prepared. A meeting with the geologist, project manager, property owner and the joint venture partner would then be held. If the decision is made to conduct the drilling program, a budget is set up and then managed and administered by the project manager.

Drilling is the most effective way to locate the suspected mineral deposits that could occur beneath the North Beck Claims. Samples of the drill cuttings are collected for each 5 foot to 10 foot drill interval. These samples are labeled as to hole number and depth and stored in plastic or cloth bags. In addition, a small reference sample of each 10 foot interval is placed in a chip tray with several compartments. The drill cuttings are carefully logged by a geologist and a description of each drill hole is prepared. This description includes the rock type and any evidence of mineralization or hydrothermal alteration. Based on this inspection, promising samples are selected for assaying and submitted to a certified commercial laboratory. All available information is then reviewed by the geologist. Particular attention is paid to any promising assays, the depth of any mineral deposits and the potential size of the deposit. A report is then prepared which discusses the potential mineral deposit, the risks involved and additional recommended work. If drilling is recommended, the drill sites, the footage and estimated costs are also included in the report. Another meeting with all the involved parties is then held and a decision would be made as to whether or not Phase II drilling, or other additional work, would be conducted. The decision as to whether to proceed with further phases upon the completion of each phase will ultimately be made by those persons financing the same.

**3.1 $10,000 Property survey (hand-held GPS receivers).**

* Survey property boundary - Monument and mark strategic points such as patented claim corner monuments. Locate road intersections and other key points.

* Locate any abandoned mine workings and measure the depths that the shafts are open (as is feasible and safe).

* Prepare a base map at a scale of about 1"=400' on a topographic base. (use 24"x36", standard size drawings and also prepare an electronic file).

One month - estimated time to complete.

**3.2 $20,000 Surface Geologic Mapping.**

* Compile all applicable Bear Creek Mining Company (Jenny Lind project) data to the base map. Focus on faults, formation outcrops and alterations.

* Conduct surface mapping at 1"= 400' scale to verify map compilation and focus in "problem" areas. Use hand-held GPS units for survey control and focus on mapping faults and structures.

* Compile data to the base map(s) and write a summary report.
Two months - estimated time to complete (no snow cover).
**3.3 $7,000 Rock Sampling (Done during mapping work).**

* Collect about 200 samples (200 x $15 = $3,000). Focus on mine dumps and faults.

* Maintain chain of custody and analyze samples using 32 Element ICP (Induced Coupled Plasma) method at a commercial laboratory (200 x $20 = $4,000).

Estimated time to complete is included in section 3.2 above.

**3.4 $16,000 Soil Sampling.**

* Collect soil samples from the base of the B soil horizon at points located on a survey grid. (What we mean by this is that soil generally has 3 horizons or horizontal layers. The upper is the "A" horizon and is characterized by organic material. It is usually only an inch or two thick. Below this is the "B" horizon which contains some organic material and is brown in color. This horizon is up to 18" thick. The next horizon  down is the "C" horizon which contains rock fragments and is gray in color. Minerals (elements) tend to be leached out, and are transported downward to the base of the "B" horizon, where they are concentrated.) Samples would be collected from surveyed points located in prospective areas. All sites to be located using GPS. Mark sites with flagging and metal tags. (500 x $15 = $7,500).
* Maintain chain of custody and analyze samples at commercial laboratory using 32 Element ICP method. (500 x $15 = $7,500).

* Prepare summary report and map with sample site coordinates, all in digital form. ($1,000). Two months -- estimated time to complete (assays require + one month)

**3.5 $6,000 Assess Data & Select Drill Targets.**

* Review geologic and geochemical data.

* Select drill targets and construct sections, showing estimated depths to the targets.

* Prepare a report outlining the exploration targets, including risks and estimated costs to do the work.

Two weeks -- estimated time to complete

**3.6 $25,000 Permitting/Bonding.**

* Select drill sites and trench sites.

* Obtain exploration permits.

Six weeks - estimated time to complete

**3.7 $15,000 Trenching.**

* Focus on promising surface prospects and structures.
* Conduct trenching (20 sites)

* Sample zones of alteration or mineralization.

* Maintain chain of custody and analyze samples. (200 samples x $20 = $4,000).

* Prepare a report plus maps.

Six weeks estimated time required (about 1 month required for the assays to be completed).
**3.8 $230,000 Phase I Drilling.**

(Drill the 2 most favorable or desirable targets) Reverse circulation angle holes. Assume 7 holes - average depth about 1,500 feet.

* Drilling (10,000 feet x $16 = $160,000).

* Site preparation ($10,000).

* Drill supervision (30 days x $800 = $24,000).

* Assays and tests (100 x $20 = $2,000).

* Report, drill sections and maps ($6,000).

* Contingency (14% - $28,000). Three months - estimated time to complete (Two months field, one month office).

$329,000 Estimated cost of work through Phase I drilling (through section 3.8).
Eight to twelve months - estimated time to complete the work through Phase I drilling.

**3.9 $920,000 Phase II Drilling.**

To be based on the results of Phase I.
* Drilling (15,000 feet x $16 = $240,000).

* Coring (10,000 feet x $45 = $450,000).

* Site preparation ($20,000).

* Permitting/bonding ($25,000).

* Drill site supervision (60 days x $800 = $48,000).

* Assays and tests (300 x $20 = $6,000).

* Report, drill sections ($10,000).

* Contingency (15% - $121,000).

Twelve months- estimated time to complete the Phase II drilling.

13

**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 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 September 30, 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 September 30, 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  

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 Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

**VALLEY HIGH MINING COMPANY**

 (Registrant) 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

November 3, 2009

 

By:

 /s/John Michael Coombs

 

 

 

 

      John Michael Coombs

 

 

 

 

      Chairman of the Board

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

November 3, 2009

 

By:

      /s/John Michael Coombs

 

 

 

 

     John Michael Coombs

 

 

 

 

     President, Chief Executive Officer and

     CFO (Principal Accounting and

     Financial Officer)

 

 

 

 

 

14*******