Premier Product Group, Inc. - Annual Report: 2008 (Form 10-K)

Valley High Mining CO (Form: 10KSB, Received: 03/06/2007 13:32:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

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

EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ___________ to ___________

Commission File Number: 000-51232

VALLEY HIGH MINING COMPANY

(Exact name of registrant as specified in its charter)




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

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

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

Securities registered under Section 12(b) of the Act: None

Name of Each Exchange on Which Registered: None

Securities registered under Section 12(g) of the Act:

Common Capital Voting Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes [ ] No [X]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[X] The issuer is not aware of any delinquent filers.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:



Large accelerated filer [ ]	Accelerated filed [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes [X] No [ ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

As of the close of business on December 31, 2008, the Company's fiscal year-end, and, as of the date of this annual report, the aggregate market value of the voting stock held by non-affiliates, an amount consisting of a total of 281,346 shares, was undeterminable. This is because while the Company does have an OTCBB symbol, namely, VHMC.OB, there has been limited trading activity in the Company's stock since it received its symbol in 2006. Given that the last trade in the Company's securities occurred on October 7, 2008 and involved a few thousand shares at 22 cents per share, the Company does not believe that the market for the Company's securities could absorb or withstand a several thousand share sell order and therefore, the Company believes it is reasonable and conservative to arbitrarily value the shares held by non-affiliates at one mill ($0.001) per share. This is not to ignore that no common equity stock was sold by the Company during the fiscal year, or even the prior fiscal year, from which an alternative computation could be made under the above formula.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Not applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

As of the date of this document, the Issuer had 5,281,346 common capital shares issued and outstanding of which 5,000,000 are "restricted."

DOCUMENTS INCORPORATED BY REFERENCE

See Item 15 of Part IV below.

PART I

NOTICE AND DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed herein may be forward-looking statements that involve a variety of risks and uncertainties. Because we are a Smaller Reporting Company, however, the new and modified Form 10-K does not require us to list risk factors in this annual report. Reference is made to Item 1A below titled “Risk Factors.”

In light of the risks involved with or facing us, actual results may differ materially or considerably from those projected, implied or suggested. As a result, any forward-looking statements expressed herein are deemed to represent our best judgment as of the date of this filing. We do NOT express any intent or obligation to update any forward-looking statement because we are unable to give any assurances regarding the likelihood that, or extent to which, any event discussed in any such forward-looking statement contained herein may or may not occur, or that any effect from or outcome of any such forward-looking event may or may not bear materially upon our future business, prospects, plans, financial condition or our plan of operation.

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS.

ITEM 2. PROPERTY.

ITEM 3. LEGAL PROCEEDINGS.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 16

ITEM 6. SELECTED FINANCIAL DATA.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS. 18

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 40

ITEM 9A AND 9A(T). CONTROLS AND PROCEDURES.

ITEM 9B. OTHER INFORMATION.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE . 41

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 43

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 44

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

SIGNATURES

PART I

ITEM 1. BUSINESS.

Valley High Mining Company's management has reactivated us and is voluntarily registering our common stock with the Commission so that comprehensive and current information on us will be more readily available to a prospective investor, exploration partner, joint venturer or lender. Valley High is an exploration stage company that intends to search for favorable or prospective mineralization (reserves) of silver, lead, gold, copper, zinc and other precious metals. Our consulting geologist informs us that the prospective mineralization of interest on our claims, based on the geology and local or neighboring history, would primarily be silver and lead. At present, we lack the capital and other financial resources to implement and carry out a drilling exploration plan or program on our mineral claims. However, because of substantially improved precious metals prices and the fact that the federal Environmental Protection Agency (EPA) has completed, or is completing, a Super Fund clean-up project in and around the nearby town of Eureka, Utah, we believe the investment climate and other conditions have now become more favorable to attract a joint venturer or mineral exploration partner willing to provide expertise and investment capital or financing for this purpose. At the same time, if we do obtain a joint venture partner to finance a full- fledged or bona fide drilling exploration program, there is no assurance that a commercially viable mineral deposit, ore body or reserve exists in any of the mineral claims that we currently lease or control, namely, the North Beck Claims, mineral claims that comprise a total of 470 acres. More importantly, there is no assurance that a commercially viable mineral deposit, a reserve, exists in any of these mineral claims until sufficient exploration work and an economic evaluation based upon such work concludes economic and legal feasibility.

Agreement With Our Sole Officer and Director to Advance Certain Necessary Funds.

Our sole officer, director and majority stockholder, Mr. John Michael Coombs, directly or through North Beck Joint Venture, LLC, our lessor and an entity that he controls, has agreed to advance us the funds necessary to remain current in our "reporting" obligations with the Commission. This agreement is oral. The oral agreement or commitment of Mr. Coombs, which we consider to be a legal obligation, does NOT provide for the payment of interest to Mr. Coombs for his advances to us and that's why the money so provided is, and has been, described or characterized as "advances" as opposed to "loans." Though this agreement does not presently require or contemplate the payment of any interest to Mr. Coombs for his advances, in the event that we were to become profitable, an event that, at this stage, appears highly unlikely at this time, we would, in such event, consider giving or paying Mr. Coombs back-interest of some kind. Because this is a speculative possibility, there is nothing further we can say in this regard; however, under no circumstances do we believe that we would agree to pay Mr. Coombs any back-interest on his advances in the event that doing so would materially affect us or our liquidity. As of now, the money so advanced will NOT be deemed a contribution to capital, though there is a remote possibility that that designation will change if the parties so desire it and it is advisable or suitable to do so from an accounting or other business perspective. At such time as Mr. Coombs can be repaid, if he ever can be repaid, he or North Beck Joint Venture will be repaid their out-of-pocket advances and costs.

History and Background of the Company.

Valley High Mining Company ("Valley High") was incorporated in the State of Utah on November 14, 1979, approximately 29 years ago, under the name "Valley High Oil, Gas & Minerals, Inc.," for the purpose of engaging in the energy, mining and natural resources business. In order to raise the money necessary to acquire, explore and develop oil and gas properties and other natural resource-related ventures or projects, Valley High, on February 19, 1980, undertook a public offering of its common stock pursuant to the Regulation A exemption from registration afforded under the General Rules and Regulations of the Securities and Exchange Commission ("Commission") in which it offered and sold a total of 25 million common capital shares at a price of two (2) cents per share. Pursuant to this offering, the Company raised $500,000 from over 1,000 persons. As stated in its offering circular, "[i]t is the present intention of management to expend the proceeds of this offering in the acquisition and exploration of natural resource properties. The types of properties which are expected to be acquired and the order of priority are as follows: (1) oil and gas, (2) uranium, (3) coal, (4) geothermal, and (5) other mineral (metallic and nonmetallic) properties."

Between 1980 and 1985, the Company spent nearly all of its capital on several natural resource and mining ventures. In 1985, the Company effectuated a reverse split and changed its par value from $0.001 or one mill per share to $0.01 or one cent per share, with the same number of shares authorized, namely, 50 million. By 1986, after it had engaged in several unsuccessful ventures, the Company exhausted its capital reserves.

In April 1989, a Mr. Joe Needle, an Ohio resident, took control of the Company. Between 1989 and 1994, Mr. Needle attempted to resurrect or revive us in some fashion; however, in 1994 he suddenly and unexpectedly passed away. At the time of Mr. Needle's passing, we had a total of 9,819,779 common capital shares issued and outstanding. Two other individuals were at that time on the board, namely, Messrs. George D. Fehr and Adrian Gerritsen, both Utah residents. Mr. Needle's daughter, Susan B. "Cookie" Needle, a Florida resident, was either already serving on the board or took a position on the Board of Directors upon her father's death. Between the time of Mr. Needle's death in 1994 and October 2003, these three individuals comprised the Board of Directors of the Company. During this same period of time, the only activity engaged in by the Company was that minimal activity

necessary to keep the Company current and in good standing with the Utah Division of Corporations, the Utah Tax Commission and the Internal Revenue Service.

During the summer of 2003, Mr. John Michael Coombs was approached by Mr. George Fehr, a Salt Lake City resident and person Mr. Coombs has known for some-25 years. Mr. Fehr, then age 88 or 89, advised that he had been on the board of Valley High since the mid-1980's and since the death of Mr. Needle, he had maintained possession of all the corporate records of Valley High and had kept it in good standing with the requisite corporate and taxing authorities. Mr. Fehr advised that he was tired of maintaining the corporate existence of Valley High and wondered if Mr. Coombs would be interested in taking control of it, doing something productive with it, and finding replacements for each of the board members, all of whom were tired of serving on the board. After looking at the corporate records and all company records on file with its stock transfer agent, Mr. Coombs agreed to take control of us. Accordingly, effective, October 24, 2003, having done nothing with the Company in nearly 10 years and being tired of acting as board members, the directors of the Company agreed to resign and appoint in their place and stead, Mr. John Michael Coombs, his wife, Dorothy C. Coombs, and the brother of Dorothy Coombs named George J. Cayias, all residents of Salt Lake City, Utah. After new management took control of the Company, documentation with the Utah Division of Corporations was filed setting forth the new directors and further identifying Mr. Coombs as the new registered agent.

On February 27, 2004, we formed a wholly owned subsidiary in Nevada under the name "Valley High Mining Company" for the purpose of changing our domicile to Nevada. On March 12, 2004, Valley High O, G & M, the parent corporation, and Valley High Mining Company, the wholly owned Nevada subsidiary, entered into an Agreement and Plan of Merger ("Agreement and Plan") whereby the former would merge with and into the latter, thereby changing the Company's domicile to Nevada. The shareholders were advised of a formal shareholders' meeting to approve the transaction by means of a Notice of Meeting and Letter to the Shareholders. Among other things, the Notice advised that anyone so choosing would be entitled to exercise dissenters' rights of appraisal under applicable provisions of the Utah Revised Business Corporations Act. The Notice and Letter further invited anyone so interested to request a copy of the formal Agreement and Plan. One shareholder from Missouri sought to exercise dissenters' rights of appraisal but later abandoned that effort once we provided this individual with various corporate documents and records, at her request, including a copy of the Agreement and Plan.

The Agreement and Plan provided, among other things, that for every 35 shares of Valley High O, G & M, a shareholder was entitled to receive one (1) share of Valley High Mining Company, a Nevada corporation, the survivor in the merger. Another provision in the Agreement and Plan provided that Mr. John Michael Coombs, a Salt Lake City, Utah, resident (and the principal of lessor, North Beck Joint Venture, LLC, discussed elsewhere herein), was designated to be the only officer and director of the survivor in the merger. Nevada law, as opposed to Utah law, allows such.

On March 26, 2004, a formal shareholders' meeting was held at the law offices of Mabey & Coombs, L.C., in Salt Lake City, Utah, to approve the Plan and Agreement. At such meeting, a majority of the shareholders were in attendance either in person or by proxy. A quorum was declared and a majority of those entitled to vote approved the merger and change of domicile transaction. Having obtained approval of the Plan and Agreement by a majority of our shareholders and having filed Articles of Merger with the Nevada Secretary of State, the Secretary of State of Nevada stamped and accepted the Articles of Merger on April 13, 2004. These Articles of Merger were then filed with and stamped by the State of Utah on April 19, 2004. The merger transaction was effective by operation of law on the date that the Articles of Merger were accepted for filing by both states, namely, April 19, 2004. Among other things, this transaction changed our par value per share back to a mill or $0.001.

Because there had been 9,819,779 shares issued and outstanding as of the day prior to the effective date of the merger, this figure, as a result of the merger, and rounding fractional shares up to the next highest share, translated into a total of 281,346 shares. Furthermore, because the Agreement and Plan provided that any fractional shares resulting from the merger would be rounded up to the next nearest share, our transfer agent, Atlas Stock Transfer, advised that it also issued the necessary additional shares that resulted in a total of 281,346 post-merger shares.

On April 19, 2004, the day that the merger was effective, we entered into a mining lease agreement ("Mining Lease" or "Lease") with North Beck Joint Venture, LLC, a Utah limited liability company ("North Beck"). See Exhibit 10.1 attached to this document, a copy of said Mining Lease Agreement. Entering into this lease agreement was NOT an arm's length transaction because the immediate family of Mr. Coombs, our president and chairman of the board, owns and controls these mineral claims so leased to us. See Item 13 of Part III below titled "Certain Relationships and Related Transactions, and Director Independence." The terms of the lease consideration were based upon prior lease agreements that North Beck Joint Venture had entered into with other mining companies in the past.

Pursuant to the aforementioned mining lease agreement with North Beck Joint Venture, LLC, we acquired control of over 470 acres of patented precious metals mining claims located adjacent to, and just west of, the town of Eureka in Juab County, Utah, in the so-called "Tintic Mining District" ("the North Beck Claims"). The Tintic Mining District of Juab County, Utah, is located approximately 100 miles south of Salt Lake City. The North Beck Claims have an extensive history and contain several mines, mining shafts or "prospecting pits," two of which are over 1,000 feet deep. See Item 2 below titled " Property." Fairly extensive,

though somewhat antiquated, knowledge exists regarding the North Beck Claims. This is because, among other reasons, during the late 1950's, the North Beck Claims were part of the so- called "Jenny Lind Project," a project that involved extensive exploration and development in an area known as Jenny Lind Canyon by The Bear Creek Mining Company.

Immediately upon consummation of the merger/change of domicile transaction, North Beck was issued, as mining lease consideration, a total of 5,000,000 "restricted" shares in the surviving Nevada corporation, a stock issuance that made North Beck Joint Venture our largest shareholder. See mining lease attached to this Annual Report as Exhibit 10.1. As repeatedly set forth elsewhere in this document, our president and sole director, John Michael Coombs, both directly and indirectly controls North Beck, the owner of the North Beck Claims. See Item 13 of Part III below titled "Certain Relationships and Related Transactions, and Director Independence."

The foregoing issuance to North Beck Joint Venture, LLC ("North Beck"), results in a total of 5,281,346 common capital shares issued and outstanding as of the date of this Annual Report, of which all but 281,346 shares or about 5.3% are "restricted" and which cannot be sold in the absence of an effective registration statement governing such shares or an appropriate exemption from registration.

Since our inception in 1979, Atlas Stock Transfer Corp. in Salt Lake City, UT, had been our stock transfer agent. However, in November 2007, Atlas’s owner retired and sold its book of stock transfer business to Standard Registrar & Transfer located in Draper, Utah. We currently have 1,139 shareholders of record.

Current Status of the Company.

We are considered or classified as a mineral exploration company. Our goal is to seek out and enter into a suitable joint venture, partnership or other business arrangement whereby the necessary funding and expertise will be provided to explore the North Beck Claims for their silver, lead, zinc and gold mineral potential, claims that we have acquired for this purpose. Because we currently lack the funding and other financial strength necessary to commence an exploration program, our first objective is to follow those Phases and concomitant designated work sequences set forth below in our Plan of Operation. For information regarding our business plans and intentions, reference is made to Item 7 of Part II below titled "Management's Discussion and Analysis or Plan of Operation and Results of Operations."

We have never been involved in any bankruptcy or insolvency proceeding of any kind and our current sole officer and director has not been involved, directly or indirectly, in any bankruptcy or similar proceeding. Neither we nor any officer or director is involved in any pending litigation, nor is any litigation involving us or any officer or director threatened.

We are now a Nevada corporation and we have no subsidiaries. Presently, we are NOT involved in any joint venture or partnership with any other party. Other than owing Mr. Coombs money that he has personally advanced us in order for us to meet our debts as they become due, the only contract to which we are a party is the mining lease agreement with North Beck Joint Venture, a Utah limited liability company that has free and clear title, in fee simple, to some-45 patented mining claims. We should note that the money Mr. Coombs has advanced to date and which he has agreed to advance us in the future does not bear interest and it is unlikely that he or we would agree to paying him any interest until such time as we were to become profitable, if that ever occurs, an eventuality that we believe is highly unlikely. We would also not agree to pay him any back-interest (nor is it likely he would take any) in the event that doing so would materially affect us or our liquidity.

As of the date of this Annual Report, we have only nominal cash or liquid assets and our lease (valued at zero) of the patented mining claims located adjacent to and west of the town of Eureka in the Tintic Mining District of Juab County, Utah. We have valued our mining lease at zero because neither Valley High nor its predecessors, namely, the Coombs Family and North Beck, have the information necessary to demonstrate "proven and probable reserves" as defined under Industry Guide 7. Because the North Beck Claims do not contain any "proven or probable reserves," the value is carried at North Beck's historical cost of zero. This is because mineral claim costs to date have been charged to operations as exploration costs. Even if we cultivate a business relationship with another mining company or joint venturer necessary to explore our mineral claims, no assurance can be given that a commercially viable mineral deposit, that is, a reserve exists in our mineral claims until sufficient exploration work and an economic evaluation based upon such work concludes economic and legal feasibility.

Currently, our only director is Mr. John Michael Coombs of Salt Lake City, Utah. Mr. Coombs serves as our president, secretary/treasurer, CEO, CFO and chairman of the board, all of which is permissible under Nevada law. Mr. Coombs is also our largest stockholder, having indirect control of North Beck's 2,600,000 "restricted" shares and also direct control of what was formerly North Beck's additional 2,400,000 "restricted" shares or a total of 5 million shares. These shares together represent nearly 95% of our currently issued and outstanding shares. See Item 12 of this Part III below titled "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." See also the Form 4's filed on Edgar by both Mr. Coombs and North Beck in December 2006, the ownership interests of which have NOT changed.

During our 2008 fiscal year, we continued to have serious difficulty attracting any interest whatsoever in our mining claims. We believe that this has been due to the fact that the land ownership in the Tintic Mining District is very fragmented, meaning that ownership is held in the names of numerous, numerous corporations and individuals, many possibly having conflicting ownership rights and interests. At the same time, we believe that a serious mining company or joint venture mining partner would want to be able to tie up an extended or large area or block of land. Fragmented land ownership therefore means that a mining company or joint venture partner would have to spend a lot of time and energy on land and title work and, when all is said and done, may not be able to lock up or amass a large block of land. Accordingly, extensive land and title work in the overall area of our mineral claims appears to be a significant expense and cost that a prospective joint venture mining partner is not willing to assume.

We also believe that the significant EPA presence in the Eureka, Utah, area, while it completes its Superfund clean up operations, may also have a negative effect or impact on a potential mining company or a joint venture mining partner, simply because they may fear that the EPA would require them to do remediation, etc., that they wouldn’t otherwise be required to do if the EPA were not highly present and active in the area.

We also believe that the economic downturn and current recession which began at the very end of 2007 and which has gotten worse during the latter part of 2008 and early 2009, has had a serious negative impact on our ability to attract a joint venture mining partner of some kind. Such inauspicious economic conditions have also had a negative impact on the entire mining industry as a whole, not to mention other industries. This is evidenced by the current prices of major mining companies’ stocks. To be sure, precious metals prices have dropped considerably since they reached a peak earlier in 2008. This situation makes us highly doubtful at the present time as to whether or not we will be able to carry out or current business plan in the near future. As we have previously disclosed in our Edgar filings, we may have to revise our business plan considerably in the very near future and otherwise take the Company in another direction, the form of which we cannot predict at this time.

For more information on the current state of our Company’s business and affairs, reference is made to ITEM 7 below titled “MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.”

Regulatory Process Involved in Obtaining An Exploratory Mining Permit.

In order to undertake any mineral exploration activities on the North Beck Claims and because the North Beck Claims do NOT comprise or are near any federal ground, we must only obtain an exploration permit from the Utah Department of Oil, Gas & Mining (DOGM). If, on the other hand, the proposed exploratory activity or disturbance is intended to be significant enough or it is on federal ground, we would likely be required to give notice to or obtain a permit from the federal Bureau of Land Management and/or the federal Environmental Protection Agency (EPA). Considering that the Eureka, Utah, area was declared a Superfund Site by the EPA in mid-2002, officials at DOGM have advised us that we would likely need exploration activity approval from the EPA. In short, state and possibly federal permits will be required to be obtained in the event that we undertake actual mineral exploration activities on our mineral claims. Interestingly, DOGM officials also advised us very recently that the current process and expense of obtaining an exploration permit is NOT extensive and does NOT ordinarily take a lot of time, expense or energy to obtain. One person, they informed us, recently obtained such a permit in two days.

DOGM's rules and regulations for obtaining a mineral exploration permit are as follows: The applicant must first file a Notice of Intent (NOI) with DOGM on Form MR-EXP. This form is available on DOGM's website. The initial filing fee for this form is $150. DOGM is required by law to respond to the application or notice within 15 days. During that 15 day period, DOGM gives notice to the Utah State History Preservation Office of the applicant's exploration intention and that Office, within 10 days, is required to determine if any Indian or other cultural artifacts may be disturbed or interfered with as a result of the location of the proposed exploratory disturbance. If so, arrangements must then be made to ensure that any such artifacts will be preserved and will not be disturbed, tainted or destroyed, or the application will be denied or stalled until the issue can be resolved. If there are no such Indian or Native American artifacts in the area in question, the Utah State History Preservation Office will approve and sign-off on the application. In our case, we do not believe that there are any Native American artifacts on or near the North Beck Claims. In addition, if the Utah State History Preservation Office already knows that an area intended to be explored does not contain the possibility of Native American artifacts, as in the case of an already existing rock or other quarry, for example, that Office, so we are informed, will act very quickly to approve the permit application. We believe and are told by DOGM that, because of the historical mining activity in the Tintic Mining District of Juab County, the Utah State History Preservation Office is well acquainted with the issue of Native American artifacts in that general area and would therefore be in a position of passing judgment quickly on an exploration application submitted by us relative to the North Beck Claims. In addition to the NOI or application, the applicant must also put up or post a surety bond in the amount of $5,700 for the first acre to be explored and $3,450 for every acre thereafter intended to be explored. No matter when this permit is applied for, the permit lasts until November 30 of the following year after submission. Thus, if one applies in a January of any year, one gets more time to explore than if one applies in December of any year.

DOGM's rules and regulations for obtaining a minerals extraction or actual mining permit for what DOGM considers small mining operations (defined as involving less than 5 acres of total disturbance) are similar to the exploration permit process above. We will

not undertake to detail or explain such process as we believe it is inapplicable at this time to our business and plan of operation. We are a minerals exploration company and NOT a minerals extraction or actual mining company and therefore, detailing the process of minerals extraction for a small or large disturbance under Utah law is simply irrelevant. To do so would also be misleading to investors in that it might imply that we have minerals extraction capability or that the North Beck Claims have commercial quantities of precious metals mineralization, when in fact, this is not true and has not been determined.

While the exploration permitting process detailed above is not necessarily time consuming and is likely something we could afford to undertake on our own and without a joint venture partner, the fact is that we currently lack the resources and capital to initiate an actual drilling or earth disturbance exploration program relative to the North Beck Claims. As has also been disclosed repeatedly in this document, current management also lacks the qualifications and other expertise necessary to engage in actual exploration activities or functions without the assistance of experts or company partners.

We believe that we would initiate the obtaining of an exploration permit only after we have affiliated with or engaged a mining partner or joint venturer of some kind willing to finance and undertake the actual exploration of our mineral claims, namely, setting up the equipment and staffing it with the necessary experts to actually carry out a minerals exploration program, something we cannot afford and have no way of conducting or pursuing on our own.

Because the North Beck Claims are patented mining claims, not unpatented mining claims, there are no annual fees to be paid to maintain the mineral claims other than annual property taxes paid to the Juab County Treasurer, taxes that approximate $375 per year. These taxes are paid by the owner and lessor of the property, namely, North Beck Joint Venture, LLC.

Government Regulation.

Though we are currently NOT operating any mining assets and currently lack the capital to operate any mining assets in the immediate future, management believes it is important to be familiar with mining rules and regulations as they would affect or pertain to the North Beck Claims. The mining industry is subject to extensive and developing federal, state and local laws, rules and regulations relating to the exploration for, development, mining and production of precious metals, as well as other environmental and safety concerns. Legislation affecting the mining industry is under constant review for amendment and expansion, frequently increasing the regulatory burden. This is particularly true in the Tintic Mining District where lead, a substance highly toxic to humans, is present. Numerous agencies, federal, state and local, have issued rules and regulations applicable to the mining industry, some of which carry substantial penalties for failure to comply. Various laws, rules and regulations require permits for exploratory drilling and the maintenance of bonding requirements in order to conduct mining activity on a variety of scales. Such rules and regulations also regulate the spacing and location of mine shafts and provide requirements for surface use and restoration of land on which drilling activity is undertaken, the plugging and abandoning of shafts or holes, the prevention of waste and water pollution and the prevention and cleanup of pollutants. These departments and agencies often require periodic reports on exploration, development and production and other matters. Such laws and regulations have generally become more stringent in recent years, often imposing greater liability on an ever-larger number of potentially responsible parties. We are also subject to laws, rules and regulations covering occupational safety and health matters. Because the requirements imposed by such laws and regulations frequently change, we are unable to predict the ultimate cost of compliance with these various requirements. The regulatory burden on the mining industry increases its costs of doing business and, consequently, affects not only its profitability but its ability to obtain financing or raise equity. Reference is made to the previous subsection, which briefly outlines the exploration and mining permitting process in Utah. In the interests of not being repetitive, we do not repeat these details here.

Some risk of costs and liabilities related to environmental, health and safety matters is inherent in the mining industry as a whole. As set forth in Item 1A above titled “Risk Factors,” in the event that we undertake exploration of the North Beck Claims, we could incur significant and substantial costs and liabilities.

To the extent we ever commence actual exploratory operations, we will be subject to regulation by numerous federal and state governmental authorities. The most significant will be the federal Environmental Protection Agency (EPA), the Bureau of Land Management (BLM), the Occupational Safety and Health Administration (OSHA), and comparable or corollary state agencies. If we do not comply, meet or satisfy the various rules and regulations promulgated by these regulatory authorities, we would be exposed to fines, bars or other significant penalties. To date, we have not been ordered or required to spend anything on compliance with environmental laws because we are not currently operating any mining assets and the lessor or its predecessors have not done so since the 1950's. The subject mineral claims were leased to other mining companies in the 1980's and 1990's but, other than assay work, no exploratory mining activity was undertaken to our knowledge. At the same time, however, there are no significant mineral tailings on our mineral claims to the knowledge of management and therefore, to the extent that either the EPA or a Utah state agency adopts or implements a program in the Tintic Mining District requiring the clean-up of any left-over environmental hazards, such is not expected to materially affect us or our affairs. Any such action is also not expected to materially affect us in that the lessor has indemnified and held us harmless from and against any environmental liability for activity done on the mineral claims prior to the existence of the April 19, 2004, mining lease agreement. See Exhibit 10.1 to this document. The

foregoing is not to ignore that in approximately 2001 and as a result of lead contamination, the EPA declared the Eureka, Utah, area a Super-Fund site. This is the region or area next to or adjacent to our mineral claims. In fact, the EPA did obtain permission from our lessor within the last 3 years to re-grade an access road running parallel to the state highway leading eastward to the town of Eureka. We are informed that the EPA has completed, or is in the process of completing, its Super-Fund clean-up operations and that it has in fact completed its process of going after polluters such as Chief Consolidated Mining, the principal mining operator in the Tintic Mining District. We believe these recent events, not to mention improved prices of precious metals, make for a more suitable and optimistic atmosphere to obtain exploratory funding than has been the case in recent years.

Smaller Reporting Company Designation/Sarbanes-Oxley Act/ ’34 Act Reporting Requirements.

We are defined under Commission rules and regulations as a "Small Business Issuer." This is an issuer that has revenues of less than $25 million, is a U.S. or Canadian issuer and is not an investment company. We are also subject to the Sarbanes-Oxley Act of 2002. This Act was enacted to curb auditor abuses and strengthen auditor independence. It also institutes certain steps to make senior members of management more directly responsible for the content and accuracy of a company's financial reporting and for the quality of financial disclosures made by public companies. It also establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight; management assessment of internal controls; auditor attestation as to management’s conclusions about internal controls (anticipated to commence by December 31, 2009); prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes-Oxley Act will increase, and has substantially increased, our legal and accounting costs and fees.

As a “smaller reporting company,” we are relieved of some of the informational obligations otherwise required under Regulation S-K, including some of the disclosure otherwise required under Form 10-K.

Because our securities are registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, we are required to comply with "the proxy rules" as set forth in Regulation 14A. For example, if we call a special or annual meeting of our stockholders, we are required by law to provide our stockholders with the information set forth in Schedules 14A or 14C of Regulation 14. Preliminary versions of this information must be filed with the Commission at least 10 days prior to the date that final or definitive copies of these materials are forwarded on to our stockholders.

As a reporting company, we are required to regularly file, with the Commission, annual reports on Form 10-K and quarterly reports on Form 10-Q. In the event certain material events occur, the law requires us to timely report any such events on a Form 8-K.

Competition.

To the extent that we seek to explore the North Beck Claims, we have no competition that we know of other than from those major mineral producers with greater capital and possibly better mineral claims, mineral claims that may have already been explored or even developed. One such major competitor had been Chief Consolidated Mining Company ("Chief"), a company that at one time operated the Trixie Mine in the Tintic Mining District and which has had a major presence in the area for several years. In about 2003, Chief ceased its principal mining operations in the Tintic Mining District as a result of being assessed several millions of dollars in clean-up costs by the EPA. Though Chief has had a large presence in the Tintic Mining District over the years, our understanding is that it is under new management. We are not aware of its current intentions in the area, if any. Having said this, we have learned that sometime in the fall of 2008, Chief entered into a joint venture of some kind with a large mining company called Anglo-American. We believe this joint venture involves properties owned by Chief near the Trixie Mine, an area that one comes across before one enters the town of Eureka from the east. This is an area that is not near our claims and there is no geological similarity to our understanding.

Because we have not yet completed Phase Two of our business plan described in our Plan of Operation below, and because we may never need or want to acquire additional mineral properties, we have not needed to identify any additional mineral claims or properties that we would have an interest in acquiring by way of lease or in some other manner or fashion. As a result, we are unable to realistically evaluate the type and extent of our likely competition in this regard. We are aware that there are several other companies that own mineral claims and properties in the Tintic Mining District, it being an old and well- established mining district, companies that also have only nominal assets and that are similarly searching for a variety of financing opportunities, particularly now that the prices of precious metals has substantially improved. We will be in direct competition with these other companies located in the Tintic Mining District in our search for joint venture and partnership opportunities and, due to our current lack of capital resources, it may be difficult to successfully compete with these other, more well established or perhaps better funded companies.

Pursuit of Partnership, Joint Venture and Outside Funding Opportunities.

Since our reemergence from dormancy as a mineral exploration company, our principal purpose is to (1) explore the North Beck Claims, and alternatively, (2) to acquire, by way of lease, other or additional mineral claims and properties. We have no way of predicting whether or not these goals and objectives can or ever will be met.

Because of our current financial situation, having only nominal current assets and no recent operating history, our principal objective is to pursue partnership and joint venture opportunities or prospects with other better- funded and more experienced mining companies who would be interested in partnering with us to explore the North Beck Claims. In doing so, it would be our express intention to locate a joint venturer or partner that would have the financial strength, experience and other capability to explore the North Beck Claims. We do NOT have the mining expertise to carry out a mining exploration program on our own even if we did have the funding available or on hand. At the same time, not having any particular partnership, joint venture or funding opportunity to consider at this time, existing circumstances make it exceptionally difficult to predict what form of partnership, business combination transaction or joint venture opportunity might be worth considering or pursuing in order to explore the North Beck Claims. In the event management believes that a certain proposal is in the best interests of us and our shareholders, a proposal that would result in the exploration of our claims and which would involve the issuance of our shares to a partner or joint venturer, our present shareholders would, in such event, experience substantial dilution. Reference is made to the subsection in our Plan of Operation subsection below titled "Form of Agreement with Prospective Exploration Partner/Joint Venturer Unknown at This Time."

It is NOT our present intention to engage in any public or private offering of our stock, for the simple reason that we believe that it would not only be extremely difficult and risky to raise exploration funding in that fashion (it being a highly risky investment for a prospective investor) but we believe that it would be extremely costly and time consuming. This is not to ignore that, in any event, we currently lack the money to finance a public or private offering of any kind. We would also be reluctant to make a debt offering of any kind (assuming we could do so) inasmuch as we are not in a position to pay back or guarantee any debt and Mr. Coombs, our sole officer and director, is NOT interested in personally guaranteeing any such debt to be incurred for the purpose of engaging in a full fledged drilling and testing exploration program. Valley High, being a lessee, also has no ability to mortgage the North Beck Claims for such purpose and the fee simple owner of the claims, North Beck Joint Venture, has no desire to mortgage its real property for such highly speculative purpose, even if it did result in the funding necessary to explore the North Beck Claims.

Our current business goal is to explore the North Beck Claims for their precious metals potential and therefore, we have no present intention of engaging in a partnership or joint venture funding arrangement with a non- mining entity or business unless that entity or business specifically desires to finance or pursue a mineral exploration program relative to the North Beck Claims. If our business plan ultimately fails, then, once we have made that determination, and then-existing facts and circumstances support such a determination, we will have to consider other alternatives for the Company, including but not limited to ceasing operations or seeking out additional mineral claims to lease or acquire in some fashion. We are NOT in a position at this time to make predictions or speculate about what other alternatives we might consider in the event that our business plan fails, as we believe that making speculations in that regard is not something on which investors should rely. In fact, at this time we do NOT know what we will do in the event that we cannot successfully complete a mineral exploration program.

In spite of being able to meet minimal cash needs over the next two (2) years that are currently anticipated, we have no way of predicting whether we will be able to sufficiently explore the North Beck Claims, whether we will be able to acquire additional mineral properties by way of lease or otherwise in the event that our initial plan to explore the North Beck Claims fails, or that we will otherwise be able to attract a mineral exploration partner or joint venturer, let alone one that will be of material value or benefit to us. In the event that we cannot successfully achieve these goals over the next three years or less, we do not believe that we will able to continue with our current business plan and, in such event, management will be required to substantially revise our business plan and consider other alternatives.

Sources of Possible Partners, Joint Venturers and Funding Opportunities.

Efforts to search for partners and joint venturers who would provide the financial and other ability to explore the North Beck Claims include but are not limited to the use of employees, independent contractors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community, other mining companies, and others who may present management with unsolicited proposals. Because of our lack of the necessary capital to currently pursue the exploration of the North Beck Claims, we will more than likely NOT be able to retain on a fee basis professional firms specializing in raising money. Rather, we will most likely have to rely on outside sources not otherwise associated with us, sources that will accept their compensation only after we have entered into a joint venture or partnership arrangement of some kind. To date, we have not engaged or entered into any discussion, agreement or understanding with any particular consultant or other expert or professional regarding our search for mineral exploration partners and joint venturers. We have not done so because we are familiar with several mining companies on our own who we intend to approach and who may be interested in joint venturing or partnering with us or others in some fashion to explore the North Beck Claims. To thus hire an outside consultant or expert to assist us in a search

for mining partners or joint venturers would be premature until we have exhausted our own sources for exploratory capital. If at such time as our own sources dry up or are otherwise not fruitful, we will then consider retaining a consultant, expert or other professional to assist us in this regard. At present, we have no intention of doing so. Though our main objective is the exploration of the North Beck Claims and if and when a mineral exploration partner or joint venturer is interested in financing an exploration program, and no assurance can be made that one will, we should make it very clear that we do NOT intend to engage ourselves in the mineral exploration management business and we will therefore NOT be conducting or carrying out any earth disturbance-type exploration program ourselves and on our own, independent of others having more qualifications and expertise in this area. Reference is also made to the subsections above titled "Pursuit of Partnership, Joint Venture and Outside Funding Opportunities" and the subsection in our Plan of Operation section below titled "Form of Agreement with Prospective Exploration Partner/Joint Venturer Unknown at This Time."

Rights and Abilities of Shareholders to Participate in Business Decisions.

Management has, and will have, broad discretion to negotiate a joint venture or other transaction considered in the best interests of the Company and our shareholders.

It is presently anticipated by management that prior to consummating a possible partnership or joint venture funding transaction, including the acquiring of additional mineral claims, we, if required by relevant state laws and regulations, will seek to have the transaction approved or ratified by shareholders in the appropriate manner. Under Nevada Revised Statutes (NRS) 78.320 titled "Stockholders' meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method" certain actions that would routinely be taken at a meeting of shareholders may be taken by written consent of shareholders having not less than the minimum number of votes that would be necessary to authorize or take corporate action at a formal meeting of shareholders. Here, our president and chairman of the board, Mr. Coombs, controls, directly and indirectly, nearly 95% of our issued and outstanding shares. Thus, if Mr. Coombs, on behalf of North Beck, decides by written consent to consummate a particular funding transaction, Nevada corporate law provides that minority shareholders would not be given the opportunity to vote on the issue.

Nevada law further provides that unless the written consent of a majority of the shareholders entitled to vote is obtained, notice of a meeting shall be given at least ten (10) days before a meeting is held and not less than 60 days. See NRS 78.370 titled "Notice to stockholders." Regardless of whether an action to acquire or merge is ratified by conducting a formal shareholders' meeting or by written consent of a majority, we are committed to providing our shareholders with complete disclosure documentation concerning a potential funding transaction or opportunity, including appropriate audited financial statements of the participant, if applicable, to the extent the same can be made available at the time. It is anticipated that all of such information will be disseminated to the shareholders either by means of a proxy statement prepared in accordance with Schedule 14A promulgated under the Exchange Act in the event that a shareholders' meeting is actually called and held, or by information statement prepared and disseminated in accordance with Schedule 14C promulgated under the Exchange Act in the event the corporate action is approved by the written consent of a majority.

Costs and Effects of Compliance with Environmental Laws.

At the current time, none; not applicable. In the absence of undertaking any mineral exploration activity on our mineral claims--something we have NOT as yet done--we are not subject to any environmental laws, rules or regulations that would have an adverse material effect or impact on us, our current business operations, our financial condition or which might otherwise result in a material compliance cost. This does not mean that if we engaged in an exploration plan or program of some kind on our claims that we would not be subject to substantial EPA and Utah environmental rules and regulations. In this regard, reference is made to the subheading above titled "Government Regulation."

Employees.

We have no employees. Depending upon the future prices of silver, lead, zinc, gold, and possibly other precious metals, we may hire consultants and independent contractors during the early stages of implementing our business plan. How such persons would be compensated has not yet been determined but it is conceivable that employees or consultants might be given stock options and the ability to exercise the same through the adoption of a formal employee and/or consultant compensation plan or program. If the ability to provide such consideration to employees and consultants requires us to file some type of registration statement with the Commission under the 1933 Act, we will consider doing so. However, this appears highly unlikely at this time.

We have no immediate plans to retain employees until such time as our business plan warrants or justifies the expense, or until we successfully acquire or merge with another entity or operating business that is willing to provide the means to explore the North Beck Claims and such a course of action thereupon becomes necessary or desirable. We may find it necessary to periodically hire part-time clerical help on an as needed basis.

Executive Offices/Facilities.

We currently maintain executive offices or facilities at the office of our president and chairman of the board located at 3098 South Highland Drive, Suite 323, Salt Lake City, Utah 84106-6001. Our telephone number is 801-467-2021 and our fax number is 801-467-3256. The Company does not pay rent for these office facilities. We have no written agreement and pay no rent for the use of this facility. Even if we had the capital, we have no current need or plans to secure commercial office space from which to conduct our business. Until such time as we commence the exploration of the North Beck Claims or we complete a partnership, joint venture or funding transaction of some kind, the type of office and other facilities that we will require is unknown.

Subsidiaries and Related Companies.

Valley High does NOT have any subsidiaries or related companies or entities. None of its officers or directors currently serves on the board or otherwise act as officers of any other company, partnership or limited liability company engaged in mining or involved in the mining business. Mr. Coombs, our principal officer and director, does own over 20% of the stock of a mining exploration company called Tintic Gold Mining Company.

Transfer Agent.

Standard Registrar & Transfer Company replaced Atlas Stock Transfer and is the current transfer agent for our common stock. Its new address is 12528 South 1840 East, Draper, Utah 84020. Its phone number is 801-571-8844 and its fax number is 801-571-2551.

ITEM 1A. RISK FACTORS.

This item is not applicable to smaller reporting companies. Having said this, we have, in the past, listed numerous risk factors in previous Form 10-KSB filings and in our Form 10-SB/A’s on file on Edgar. Persons interested in this item should refer to those documents.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None; not applicable.

ITEM 2. PROPERTY.

Executive Offices/Facilities.

Our executive office is located at 3098 South Highland Drive, Suite 323, Salt Lake City, Utah, 84106-6001. Our telephone number is 801-467-2021 and our fax number is 801-467-3256. This is also the business office address of our president and chairman of the board. We pay no rent for the use of this address or facility. We do not believe that we will need to maintain any other or additional office at any time in the foreseeable future in order to carry out our plan of operations described in this document. We believe that the current facilities provided by our president are adequate to meet our needs until we become more fully operational.

The North Beck Mining Claims Acquired By the Company By Lease Agreement.

The North Beck Mining Claims ("mineral claims") acquired by the Company on April 19, 2004 by way of lease agreement with North Beck Joint Venture, LLC ("North Beck"), a limited liability company controlled, directly and indirectly, by our president and chairman of the board, are located in the Tintic Mining District of Juab County, State of Utah, approximately 100 to 110 miles south of Salt Lake City and directly west of, and adjacent to, the town of Eureka. More particularly, the mineral claims are also located directly west of the Bullion Beck Mill and the Bullion Beck properties. In addition, a now abandoned mine known as the Gemini Mine is but a few hundred feet away from the mineral claims. A copy of two maps of our mineral claims are together attached to this Annual Report as Exhibit 99.1. One of these maps is an aerial photograph of our mineral claims. This map was supplied to us by the EPA. The second map is a topographical map generated by the Utah Department of Oil, Gas & Mining (DOGM). The latter map shows the actual location of our North Beck mineral claims west of the town of Eureka, Utah. This map also shows where the Sacramento and North Beck Mines are located. We have attached additional maps as exhibits to this Annual Report. Exhibit 99.2 is an Index Map. Exhibit 99.3 is a Property Location Map. Exhibit 99.4 is a Land Ownership Map.

Our mineral claims contain several separate mines, shafts, holes and so-called "prospecting pits." One of the mines is as deep as 1,000 feet, another is reportedly 1,600 feet deep. These mineral claims were owned, as long ago as 1933, by the North Beck Mining Company, claims which the Coombs Family acquired in 1974 and have owned ever since. The northern portion of the claims lie within the Jenny Lind Tract of the Tintic Mining District of Juab County, Utah. The precise legal description of these 470.097 acres is contained in Exhibit "A" to the mining lease agreement, itself attached to this document as Exhibit 10.1.

The favorable or prospective mineralization of interest in the North Beck Claims is of the siliceous copper-gold-silver category with minor amounts of lead and zinc.

A spur line of the Union Pacific Railroad lies directly across the street from the North Beck Claims. Approximately, three or four years ago, the EPA obtained permission from us to re-pave or re-surface the frontage road on the mineral claims and we gave them such permission. We are not certain whether they have completed this task. We believe that this makes, or will make, the mineral claims somewhat more accessible. There is currently no minerals extraction equipment on our mineral claims. Nor are there any other mining-related infrastructure facilities. While there were at one time head frames situated above the actual mining shafts of the Sacramento and North Beck Mines, these head frames are essentially non-existent today and would have to be substantially re-built to be of any use. Finally, there are no direct sources of power that can be utilized at or on the mineral claims even though the claims do actually border the city limits of Eureka. We have not investigated and do not know if our proximity to the town of Eureka would make it easier or less expensive to bring power to the mineral claims. We do not believe it would make a difference, considering that bringing power to the claims for exploratory purposes would likely be only temporary.

Though the reader may wish to review the lease agreement itself, Ex. 10.1 hereto, the major terms of the lease agreement are summarized as follows:

In April 2004, Valley High issued the lessor and owner of the North Beck mineral claims, 5,000,000 restricted shares of its stock as lease consideration. Valley High valued this stock issuance, on its books and records, at carryover basis of $0. Valley High is obligated to spend $15,000 over the 5-year lease term in exploration, development and similar costs for the benefit of the North Beck Claims. Any shortfall at the end of the 5-year lease period is due and payable in cash to North Beck. This provision is typical in a mining lease agreement of this nature. However, since the money we will be providing to our expert/consulting geologist improves the North Beck Claims, this money will be a credit against our 5-year work commitment of $15,000. North Beck has also agreed to indemnify and hold Valley High harmless from any Environmental Protection Agency (EPA) claim or claims by a similar state agency based solely on past mining contaminations or other environmental violations or damage. The mining lease contains an option to buy the subject mineral claims from North Beck for $3,000,000. The lease expires on April 18, 2009. The lease provides Valley High with the option to renew the lease in 5- year renewals on substantially the same terms and conditions.

Under the lease, we are also obligated to pay a 3.5% net smelter return royalty to North Beck on all mineral-bearing ores sold, which is due and payable 45 days after payment is received from the smelter or buyer. The mining lease agreement also gives a credit to us for the first $30,000 of net smelter royalties owed to North Beck as a result of the 5,000,000 shares issued to North Beck as lease consideration. Management believes and understands that providing a credit for net smelter returns is fairly typical in a mining lease agreement of this nature and such a provision has been in other mineral leases involving the North Beck Claims.

The Sacramento Mine.

One of the two deepest shafts or mines located on the mineral claims is called the Sacramento. This mine is located along Cole Canyon Road just west of Eureka. Access to the site can be gained by the interconnection of secondary dirt roads. From downtown Eureka, the intersection of the secondary road is located 0.8 miles west along U.S. Highway 50 and 6 and approximately 0.3 miles west of the Bullion Beck head frame. Following the dirt road north and bearing east, the shaft is found on the western side of the road and adjacent to the first major dump up Cole Canyon. The road has a small washout near the highway and may require minor grading for stream crossing.

According to data from the Abandoned Mine Reclamation Program, a program instituted and overseen under the auspices of the Utah Department of Natural Resources, Division of Oil, Gas & Mining (DOGM), the Sacramento consists of a 14 x 19 foot vertical shaft presumed to be at least 1,000 feet deep and closing to 12 x 20 feet at 8 feet deep. During the 1990's, the Abandoned Mine Reclamation Project measured the Sacramento to a depth of 563 feet where resistance to further probing was met. At this depth the shaft was believed to be bridged or caved. The shaft has a flat concrete collar which, according to the Abandoned Mine Reclamation Program, appeared stable.

In the mid-1990's, with the permission of North Beck Joint Venture, LLC, the owner, the Abandoned Mine Reclamation Program covered over the Sacramento by placing a mesh and concrete grid over the hole as outlined under Section 0250 of the DOGM's Mine Closure Rules. It also made provisions for drainage control by constructing a 12 inch berm around the perimeter of the shaft as further described in Section 0250 of the Mine Closures Rules.

The North Beck Mines or Shafts.

A second deep mine or shaft on the mineral claims is called the North Beck. This site is located to the north of the dirt road in Jenny Lind Canyon. From Eureka City Cemetery, one goes 0.75 miles west and then takes the right fork up the Jenny Lind Canyon 1.9 miles, then at another right fork, one goes further up the Canyon 0.2 miles. This site is located to the north of the road near the

bottom of a low ridge. Because this site cannot be reached by automobile, access to the site is by heavy equipment or possibly a four-wheel drive vehicle.

The North Beck shaft is over 1,600 feet deep, having a shaft with dimensions of 15 feet by 15 feet. The shaft is located on top of a large dump dominating the site. The collar of the shaft is partially covered with wood and has framing extending down the shaft. A fence surrounds the collar.

A second, smaller North Beck shaft is nearby. This shaft has a collar 12 feet by 14 feet and contains a hole approximately 50 feet deep.

During the mid-1990's, at the same time that the Abandoned Mine Reclamation Project covered over the Bullion Beck, the Sacramento and the Gemini Mines, it also covered over the North Beck and Sacramento Mines. These latter shafts were covered a little differently, however. A rebar grate closure over the shafts was installed on both mines to eliminate any entry by the public. The rebar grate was constructed out of No. 8 rebar and has dimensions of 20 feet by 20 feet. The grate was designed to cover an area of 400 square feet over the large North Beck shaft. The fence surrounding the collar of the shaft was repaired at the conclusion of the installation of the rebar grate closure. Because the Abandoned Mine Reclamation Program had to destroy timber to gain equipment access to the site, the Program revegetated about 0.1 acres of area disturbed during the reclamation.

The Black Warrior and West Cable Mines or Shafts.

In addition to the North Beck and Sacramento Mines, the Black Warrior and West Cable Mines are also situated on our mineral claims, not to mention numerous other holes, shafts and so-called "prospecting pits." Reference is made to Item 6 of Part II below titled "Management's Discussion and Analysis or Plan of Operation."

Current State of Affairs.

Approximately 5 or 6 years ago, North Beck Joint Venture, LLC, gave permission to the Utah Abandoned Mine Reclamation Program administered by DOGM to cover the Sacramento and North Beck Mines in order to eliminate any future liability for someone falling down the shafts, the very purpose of the Program. This was a wise course of action because, though any such persons are trespassers by law, there are frequently hikers and snowmobilers in the Tintic Mining District area. Recently, the Abandoned Mine Reclamation Program notified us that they desired to close up, or close over, a 100 foot mining shaft on our Peru Claim at the northern end of our property.

Significantly, however, in covering over the openings of the mines, neither the Sacramento nor the North Beck Mines have been filled in with dirt or any other solid substances. This means that these mines can all be re-opened and re-worked again if the proper regulatory permits are obtained. See "Government Regulation" section above. We have taken no steps to obtain the regulatory permits necessary to re-open and re-work the mines, unless and until we obtain the necessary capital and funding to do so and that course of action is what a mining partner or joint venturer would want to do.

Based on the work of the Utah Abandoned Mine Reclamation Program, all of the existing underground workings in the Sacramento, the North Beck, the Black Warrior and West Cable Mines are currently inaccessible. It is not known for certain whether or not ore minerals of commercial grade were ever encountered in the old workings and it is also not known for certain whether minerals having significant value were ever produced or extracted from these mines or mining shafts and the overall mineral claims directly. At present, we do not possess any specific records indicating the results of any such past mining activity on the North Beck Claims, let alone whether or not ore minerals of commercial grade or quantity were ever encountered on the mineral claims. We are also not aware, at this time, of whether there was ever any actual production or removal of any precious metals from mining activity that occurred on the North Beck Claims. We believe that most of these records are lost. Reference is made to Work Sequence No. 1 in Phase One of our Plan of Operation below which details our efforts to locate and retrieve lost and other records.

Future Plans for the North Beck Claims In The Event Necessary Exploration Capital and Funding Is Obtained.

Due to lack of capital, we have no present plans to clean, dewater, open up or otherwise rehabilitate any of the old workings in any of our mines or shafts in order to conduct sampling or assaying. Any exploration will be in the nature of testing and, if sufficient evidence is obtained, possible drilling for favorable or prospective mineralization. In such event, we will be subject to regulation by DOGM. See "Government Regulation" section above. It should be again emphasized that the potential for pursuing an extensive permitting process in order to further drill or test the claims is dependent on the prices of gold and primarily silver and lead. We have no particular timetable in this regard for the simple reason that no capital is currently available for such purpose.

As stated above, the known mineralization of interest in the North Beck Claims is of the siliceous copper-gold-silver category with minor amounts of lead and zinc. The possibility of the North Beck Claims attaining the status of a silver, gold or lead producer is

completely unknown and will depend upon the results of any future exploration program engaged in by us, if any. At the present time, the North Beck Claims have no specifically known viable mineral deposits or ore reserves. Accordingly, the objective of any future geological mapping and other work will be to determine what specific exploration program, if any, to pursue.

ITEM 3. LEGAL PROCEEDINGS.

There are presently no pending legal proceedings to which we or any officer, director or major stockholder is a party or to which any of our mineral claims is subject and, to the best of our knowledge, information and belief, no such actions against us are contemplated or threatened.

Since late 2001, the Environmental Protection Agency (EPA) declared the Eureka, Utah, area a Super-Fund site and the EPA has since been involved in the clean-up of lead contamination in the area, specifically, the locality adjacent to the North Beck Claims. Our president, however, has never received any indication from the EPA or any state or federal governmental authorities that these clean-up or remediation efforts on the part of the EPA involve, or would involve, our mineral claims, particularly when, to management's knowledge, there are no significant mineral tailings on our mineral claims, no actual mineral production is known to have ever taken place on the mineral claims, and no smelter activities have ever been undertaken on our mineral claims. Put another way, no formal or other notice has been received from the EPA or anyone else of any potential liability for past mining activity on the North Beck Claims. We are informed that the EPA is completing its clean-up and remediation efforts in the Eureka, Utah, area for which we are informed that it has spent approximately $40 million. We believe that these substantial clean-up efforts on the part of the EPA result in a far more favorable environment for mineral exploration activity in and around Eureka than in the more recent past.

Aside from the foregoing, it is significant that in the mining lease agreement attached as Ex. 10.1, North Beck Joint Venture, LLC, the lessor, specifically indemnifies and holds us harmless from any environmental liability created or occurring prior to the date of the April 19, 2004, lease agreement. Accordingly, were the EPA to go after or pursue North Beck Joint Venture for reimbursement of any clean-up costs (something that is believed to be extremely doubtful), we would have no exposure or other liability in that regard.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We did not submit any report, proxy statement or information statement to security holders during the fiscal year ended December 31, 2008.

We are subject to the information reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance therewith, we file reports and other information with the Commission. Reports and other information filed by the issuer with the Commission can be inspected and copied at the Commission's Public Reference Library in the Commission's own building located at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the Commission at prescribed rates. An interested person may also obtain information about the operation of the Public Reference Room by calling the Commission at 1-800- SEC-0330.

Inasmuch as we are an electronic filer, and the Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission, an interested person may access this material electronically by means of the Commission's home page on the Internet at www.sec.gov.com. To facilitate such access for an interested person, our CIK number is 0001301838. As of the date of this filing, we have not established our own web address or web page nor do we have any plans, at present, to do so.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information.

Since 2006, our common shares have been quoted on the Over-the-Counter Bulletin Board (OTCBB) administered by the Financial Regulatory Authority (FINRA) under the symbol VHMC.OB. The following table sets forth the trading activity in our stock over the last two fiscal years as reported by the OTC Bulletin Board, and represents prices between dealers that do not include retail markups, markdowns or commissions, and may not necessarily represent actual transactions at the indicated prices:


VHMC - VALLEY HIGH MINING										Year Ending December 2007
	BID				ASK				PRICE
END DATE	HIGH	LOW	CLOSE	HIGH		LOW	CLOSE	HIGH			LOW	CLOSE	VOLUME
12/29/2007	0.25	0.2	0.2	0.51		0.3	0.51	0.3			0.20	0.2	15,820
09/28/2007	0.25	0.21	0.21	0.32		0.3	0.3	0.25			0.21	0.21	3,480
06/29/2007	0.25	0.26	0.26	0.55		0.32	0.32	0.32			0.32	0.32	2,000
03/30/2007	0.26	0.25	0.26	0.55		0.4	0.55	--			--	--	0


VHMC - VALLEY HIGH MINING									Year Ending December 2008
	BID				ASK				PRICE
END DATE	HIGH	LOW	CLOSE	HIGH		LOW	CLOSE	HIGH		LOW	CLOSE	VOLUME
12/31/2008	0.22	0.22	0	0.51		0.51	0	0.22		0.22	0.22	4,000
09/30/2008	0.22	0.22	0	0.51		0.51	0	-		-	-	0
06/30/2008	0.22	0.20	0	0.51		0.51	0	-		-	-	0
03/31/2008	0.21	0.20	0	0.51		0.51	0	0.21		0.20	0.21	1,123

Currently, there are 5,281,346 shares of our common stock issued and outstanding. As of the date of this Annual Report, only 281,346 of these shares may be sold without restriction. This is because all such 281,346 shares have been issued and outstanding for over 20 years. As to the additional 5,000,000 "restricted" shares currently issued and outstanding, these shares were issued in 2004 to North Beck Joint Venture, LLC, pursuant to the Section 4(2) exemption from registration and in consideration for the execution of that certain mining lease acquisition agreement attached to this document as Exhibit 10.1. These 5,000,000 "restricted" shares represent approximately 94.7% of our total number of issued and outstanding shares and are held by insiders and affiliates. As to the shares issued to North Beck Joint Venture, LLC, such shares are subject to an Investment Letter and none of such shares are eligible for transfer or resale in the absence of an effective registration statement covering such shares, or an available exemption, all as contemplated in Item 201(a)(2) of Regulation S-B. At the same time, in December 2006, 2,400,000 of these 5 million shares were conveyed by North Beck to Mr. Coombs directly and personally as an inter-family transfer or disposition for tax and estate planning purposes. A "restrictive" legend remains on the 2,400,000 shares acquired by Mr. Coombs. Similarly, Mr. Coombs may not transfer or sell these 2,400,000 "restricted" shares in the absence of an effective registration statement covering such shares, or an available exemption.

At present, none of our officers and directors own or control any shares that are not "restricted" or which do NOT bear a restrictive legend.

Of the 5,281,346 shares issued and outstanding, 5,000,000 are "restricted." Those 281,346 shares that are not "restricted" have been issued and outstanding for as long as 20 years.

We currently have no outstanding warrants, options, incentive stock option or employee compensation plans of any kind or nature. At the same time, and though there are currently no plans to do so, no assurance can be given that such derivative securities will not be issued in the future.

There are no plans, proposals, arrangements or understandings with any person, including any securities broker-dealer or anyone associated with a broker-dealer, concerning the development of a trading market in our common capital stock, nor have there ever been any such plans, proposals, arrangements or understandings.

Holders.

According to our stock transfer agent, Standard Registrar & Transfer in Draper, Utah, as of the date of this Annual Report, there were 1,139 holders of record of our common capital stock.

Description of Our Securities.

Our authorized capital stock consists of 50,000,000 shares of common capital stock, $0.001 par value, of which 5,281,346 shares are considered issued and outstanding as of our fiscal year-end, December 31, 2008. No new shares were issued by the Company in either 2007 or 2008.

We have no preferred shares issued or authorized.

Voting Rights.

Stockholders are entitled to one (1) vote on all matters to be voted upon for each share of common stock held. The shares do not have the right to cumulative voting for directors, meaning that holders of more than 50 percent of the shares voting for the election of directors can elect all of the directors if they choose to do so.

Liquidation Rights.

In the event of liquidation, dissolution or a winding up of us or our affairs, holders of common stock would be entitled to receive pro rata all of our remaining assets that are available and distributable to the shareholders after first satisfying claims of creditors and anyone else having rights that are superior to those of the common stockholders.

Preemptive Rights.

Stockholders do NOT have a preemptive right to acquire our unissued shares of common stock.

Dividends and Dividend Policy.

Our Board of Directors has NOT declared or paid cash dividends or made distributions in the past and we do not anticipate that we will pay cash dividends or make distributions to shareholders in the foreseeable future. We currently intend to retain and invest future earnings, if any, to finance our operations.

The holders of our common stock are entitled to receive such lawful dividends as may be declared by the Board of Directors. As of this date, no such dividends have been declared nor does management believe it likely that dividends will be declared in the near or distant future. The payment of any future dividends will depend upon, among other things, future earnings, capital requirements, our financial condition and general business conditions. As a result, there can be no assurance that any dividends on common stock will be paid in the future. We also have no redemption or sinking fund provisions applicable to any shares of common stock.

Securities Authorized for Issuance under Equity Compensation Plans.

We have NOT authorized any securities for issuance under any equity or other compensation plans of any type or nature, inasmuch as we have NOT adopted any such incentive or compensation plans and have no intention, at present, to do so.

Recent Sales of Unregistered Securities.

None.

Use of Proceeds of Registered Securities.

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers.

None; not applicable.

ITEM 6. SELECTED FINANCIAL DATA.

Responding to this item is not required for smaller reporting companies.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations. As a precious metals mineral exploration company, it is our intent and objective to obtain a partner or joint venturer with the funding and expertise necessary to explore our leased mineral claims located in the Tintic Mining District of Juab County, Utah, directly west of the town of Eureka, Utah (hereinafter "The North Beck Claims" or "mineral claims") for their silver, lead, gold and zinc potential. These mineral claims contain several mines or mining shafts, two of which are relatively deep or extensive. One, called the Sacramento Mine, was dug prior to 1898 and it is 1,000 ft. deep. The other, called the North Beck Mine, is 1,600 ft. deep and was dug between 1917 and 1922. There are several other mines, shafts, holes or "prospecting pits" on our mineral claim property that vary from 50 feet deep to 500 ft. deep.

Having completed Phase One of our business plan and Plan of Operation during our first quarter of the fiscal year, we are now in the position of pursuing Phase Two. This is the phase in which we are attempting to obtain a joint venture mining exploration partner to explore our patented mining claims acquired by us by lease agreement in 2004 ("the North Beck Claims").

During 2006, we obtained, through the National Association of Securities Dealers, Inc., an Over-the-Counter Bulletin Board (OTCBB) symbol. That symbol is VHMC.OB.

In the beginning of our 2006 fiscal year, our energies were devoted towards getting our Form 10-SB/A "cleared" by the Commission and also, completing Phase One of our Plan of Operation, which was the completion of a detailed geology report. These two goals were accomplished in March 2006. Later, our energies were devoted to obtaining an OTC Bulletin Board symbol, which we achieved in May 2006. Since that time, our energies and activities have been solely devoted towards locating a joint venture mineral exploration partner.

At February end 2006, nearly three years ago, we took principals of a Canadian mining company located in Vancouver on a physical tour of our properties. We also provided them with a copy of our geology report.

In September 2006, our president and chairman of the board, Mr. Coombs, accompanied a neighboring property owner on a property tour of its nearby property with a large US mining company whose stock trades on the NY Stock Exchange. This principal of the mining company did not have time to physically tour the North Beck Claims that day though we did drive by them and look at them from the highway leading out of the town of Eureka. We subsequently provided this company with a copy of our geology report. We have not heard back from this particular mining company and our subsequent efforts to follow up with them have been left unanswered. We can only assume that, for the time being, this US mining company is not interested in the District.

During January of our first quarter of this last fiscal year, 2007, a principal of a large Canadian mining company whose stock trades on the American Stock Exchange (AMEX) also spent time touring the Tintic Mining District and meeting with at least one large property owner. We had brief conversations with this principal at that time. We subsequently provided this company with a copy of our geology report. During our second quarter of 2007, we learned that this company abandoned its interest in the District for reasons, we are told, unrelated to the District’s mining potential. Specifically, we are told that, among other reasons, the company was unable to get adequate assurances from the EPA that it wouldn’t be liable for past contamination caused by another operator if it were to do exploratory work or engage in mining operations, particularly in the Mammoth area, an area NOT within the EPA’s current Superfund designation. As a result, this company decided, for now, that it would be unduly expensive and difficult to engage in exploration activity in the District. It could be that this company was also unable to negotiate with other property owners in the District whose property it would have wanted to acquire or lock up in some fashion. Unfortunately, we are not privy to all the reasons or details. This reality may unfortunately hamper our ability to attract a suitable joint venture mining exploration partner in the near future. That is to say, if the reason that this particular mining company lost or abandoned interest in the District was because it felt that it couldn’t work with the EPA and/or other land owners, or both, this could unfortunately mean that Phase Two of our Plan of Operation will be very difficult, if not impossible, to accomplish either in the near future or at all.

During December 2007, we met with officials with the Utah Department of Environmental Quality (DEQ) and talked to them about whether there would be any special remediation efforts required of us or a joint venture partner if we engaged in any exploratory activity on our mining claims. We contacted them because we were informed that the Canadian mining company mentioned in the preceding paragraph had also met with them. During our meeting, we learned that the DEQ really lacks jurisdiction over any mining operations or clean up unless a particular and unique environmental hazard or problem arises that DOGM can’t handle. The DEQ thus referred us to the EPA.

In January of 2008, we contacted the EPA in an effort to learn whether or not we, or a joint venture mining partner, would be required to finance or undertake any special clean up or remediation of possible contamination undertaken by others in the past, if that contamination were on or near any exploratory activity that we undertake. We asked this question because we were under the

impression that this possible requirement or obligation may have scared off the Canadian mining company mentioned above, a mining company that was interested in the Mammoth, Utah, area, an area approximately 1 to 3 miles from our mineral claims. The following summarizes the EPA’s response to our inquiry, a response we received by email on or about March 6, 2008:

1. The EPA isn't in the position of giving legal advice to a company such as yours wanting to conduct

mining operations and the EPA does not provide "comfort letters".

2. If your company intends to mine in an area already contaminated or that is part of a Superfund site, you should refer to the provisions of CERCLA including section 122. Unless we were entering into a settlement, the EPA is not in the position to define exactly what a company can or can not do in its mining operations to avoid incurring liability - anything we said could be open to interpretation and could be seen as limiting our enforcement discretion and ability to enforce CERCLA.

If the company does not cause or contribute to the release or threat of release of hazardous substances, it should be able to avoid incurring liability under CERCLA.

We believe that your property is outside the Eureka Superfund Site boundary as it is currently defined. We don't believe that we have conducted much if any sampling on your property or in the vicinity of your property so it would be difficult to say whether or not your property is contaminated.

Liquidity and Capital Requirements.

At of the date of this Annual Report on Form 10-K, we lack the necessary capital to implement a full-fledged mineral exploration program. We currently have nominal cash in our checking account. Be this as it may, the amount of cash in our checking account at any given time is largely meaningless in that Mr. Coombs advances us money when necessary to pay our debts and expenses. Since our emergence from the dormant stage on April 19, 2004, our working capital has been funded by personal advances from an officer and director. These advances may someday be converted to equity, though there are no plans to do so at this time. These advances do not require interest payments at the present time and unless we become profitable, an event 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 as long as the next 12 months in that our sole officer and director has committed himself to advancing what funds are necessary to satisfy our cash requirements and keep us current in our 1934 Exchange Act reporting obligations. We believe that this time period is consistent with the disclosure in our Plan of Operation described below in that we believe that within 1 year from now or less, we should be able to complete our business plan. If not, we will know by then what it will take to complete it or, we will know that it cannot practically be completed. In this regard, the current state of our economy and its effect or impact on the mining industry, among other industries, leads us to believe at the current time that the likelihood of our completing our business plan is highly doubtful.

Management believes that the ability to locate and "sign up" a joint venture partner or mining company partner of some kind may be difficult depending upon a variety of factors such as the price of silver, lead and gold over the next several months or year, the cost of mining exploration at that time, the ability of a joint venture partner to sign up other, adjoining property owners, and possibly, interest rates, not to mention the overall state of the economy. These are factors and circumstances that are beyond our control and which cannot be predicted with any certainty. We currently have no specific sources of financing, including bank, private lending sources, or equity capital sources. We also cannot assure anyone that we will be able to develop any joint venture partner sources in the future. Further, we are unable to guarantee that at the expiration of a year from now or less, that individual members of management will continue to advance us sufficient money to make us continue in our reporting obligations. We do not mean to imply, however, that individual members of management will NOT continue to advance us funds beyond the next year, particularly if there is likelihood that we will be able to complete our business plan if we continue beyond the next year. On the other hand, it is also conceivable that we can complete our business plan in less than1 year or, we might learn that it cannot be completed within that time frame. If management does not desire to loan or advance sufficient funds to continue beyond the next year for the simple reason that the prospects of our business plan look bleak, we may be required to look at other business opportunities, the form of which we cannot predict at this time as to do so would be highly speculative on our part.

During our 2008 fiscal year, we had serious difficulty attracting any interest in our mining claims. We believe that this has been due to the fact that the land ownership in the Tintic Mining District is very fragmented, meaning that ownership is held in the names of numerous, numerous corporations and individuals, many possibly having conflicting ownership rights and interests. At the same time, we believe that a serious mining company or joint venture mining partner would want to be able to tie up an extended or large area or block of land. Fragmented land ownership therefore means that a mining company or joint venture partner would have to spend a lot of time and energy on land and title work and, when all is said and done, may not be able to lock

up or amass a large block of land. Accordingly, extensive land and title work in the overall area of our mineral claims would likely be a significant expense and cost that a prospective joint venture mining partner is would not be willing to assume.

Finally, it is undisputed that 2008 has not been a good year for the United States economy, not to mention the international mining industry, and this fact has made it exceptionally difficult to attract or generate any interest in us and our mineral properties.

Contingency Planning.

We have few assets and limited capital, with no operations and no current sources of income.

It is anticipated that we will require only nominal capital to maintain our corporate viability and necessary funds will be provided by officers and directors for as long as the next year. However, unless we are able to enter into a partnership or joint venture relationship with an experienced entity willing to finance our intended exploration, we will likely not be able to achieve our operational goals. In such event, management will be forced to look at other business opportunities.

Off-Balance Sheet Arrangements.

None; not applicable.

PLAN OF OPERATION

We are an exploration stage mining company. An exploration stage mining company is one engaged in the search for mineral deposits or mineralized material (reserves) which are not in either the development or production stage. Mineralized material is defined as a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. We currently have the right to explore the North Beck Claims, a contiguous group of over 45 separate and contiguous patented mining claims which together comprise slightly over 470 acres of ground located just west of the town of Eureka, in Juab County, Utah. These mineral claims contain several mining shafts or mines, four of which are known as the Sacramento, the North Beck, the Black Warrior and West Cable Mines. According to the director of the Utah Abandoned Mine Reclamation Program, with whom we have conversed, there appear to be as many as 24 holes, mines, shafts or "prospecting pits" on our mineral claims. They range in depth from between 50 feet deep to 1,600 feet deep. All of the holes, mines or shafts on our mineral claims have essentially been covered over by the Utah Abandoned Mine Reclamation Program with the exception of a 100 ft. shaft on our Peru Claim. We do not know if this hole or shaft has been covered over. It was supposed to have been covered over last summer by Spectrum Engineering, an independent contractor for the Utah Abandoned Mine Reclamation Program. We have not heard whether Spectrum completed the project or not.

Now that we have obtained a final geology report from our consulting geologist, our overall business methodology and plans are to (1) contact prospective joint venturer mining companies and other prospective partners to finance and carry out the planned or proposed exploration program that we have now developed or devised and (2) upon accomplishing that milestone, commence carrying out our mineral exploration program as disclosed in detail below. We characterize these two coordinated, phased efforts as Phases Two and Three, respectively, of our overall business plan and plan of operation. The following is a summary of these Phases. Phase One was completed in that during March 2006, we received a final geology report from our consulting geologist, Mr. O. Jay Gatten, a report that contains the proposed drilling exploration program summarized below.

Phase Two is our current stage of operations. In this stage, we are searching out and contacting possible exploration joint venturers or partners for the purpose of implementing an actual mineral exploration drilling program on our mineral claims.

Phase Three cannot be commenced until Phase Two is complete, that is, until we have located and contracted in some fashion with a joint venture partner willing to finance the exploration of our mineral claims. Phase Three contains actual drilling targets, projected timelines involved, and the projected or estimated costs thereof. We can give no assurance that the projected or estimated costs of our drilling exploration program would be the ultimate cost of this project. These are merely good faith estimates based on the best knowledge available to us at this time.

In Phase Two, we are in the process of distributing our mineral/geology report to interested parties, conducting mineral claim tours, and otherwise actively seeking out and investigating potential partnerships, joint venture and other funding arrangements with various known and unknown mining companies with the intention of getting such entities to provide the funding and expertise necessary to implement a serious and bona fide drilling exploration program on the North Beck Mining Claims. What we have

accomplished, or tried to accomplish, in this regard during this year is set forth in our discussion of Phase Two below.

PHASE ONE

This Phase involved two sequences or milestones. The first was to locate and collect all existing or known data previously compiled on our mineral claims. This milestone was achieved in October and November of 2005 and all information we were able to amass and collect was turned over to our consulting geologist. The second sequence or milestone of this Phase was to obtain a final geology report on our mineral claims in order to generate investor interest. This was accomplished during our first quarter, specifically, in March 2006. This completes Phase One. We now have several physical copies of our geology report, plus, our consulting geologist has given us this report in CD or electronic disk form, which we can copy and distribute at our own convenience. This enables us to furnish the report either by physically mailing or delivering a copy of the report (with all maps included) or, by providing the entire report in disk format, or both.

What data and information we were able to collect and compile on our mineral claims going back to the 1800's is interesting and in the interest of non- duplication, and because this Phase is now complete, we will not repeat it here. However, any person interested in what we did and what we discovered in order to complete this Phase, reference is made to our fifth amended registration statement on Form 10-SB/A filed on March 10, 2006 and our Annual Report for our fiscal year ended December 31, 2005, filed on March 30, 2006. Both documents are available on Edgar, the Commission's database. Reference is made to www.sec.gov.

PHASE TWO

Having completed Phase One of our business plan and Plan of Operation, it is now our intention to embark upon and undertake the following three (3) additional work sequences or milestones in order to carry out and complete Phase Two.

Work Sequence or Milestone No. 1.

To contact as many mining companies as possible that we can target and whom we believe might be interested in partnering or joint venturing with us to engage in an exploratory drilling program on the North Beck Claims. Our efforts to achieve this are something we have detailed and elaborated upon in a subsection below titled "Means of Completing PHASE TWO and Locating an Exploration Program Joint Venturer or Partner." We have also included a proposed or planned "phased" exploration plan or program for any such joint venture or partner to consider. This is a very important part of our Plan of Operation and it is summarized in the section below titled "PHASE THREE: OUR PLANNED OR PROPOSED 'PHASED' DRILLING EXPLORATION PROGRAM THAT WE SEEK TO IMPLEMENT." We cannot make an estimate of how long it will take to get a partner or joint venturer interested in our claims, assuming we can, nor can we make ANY positive assurance whatsoever that we can. It may take a year or two. It may take less. This is a task that we will undertake in the ordinary course of our business. And this work sequence or milestone will be on-going. There will no particular cost associated with this sequence. This is because our consulting geologist's final report is and will be available to be shipped out, in disk format, including all exhibits associated with it. The only costs that we envision at this time are long distance (if applicable) telephone call costs, all of which our sole officer and director has agreed to advance. There will therefore be little out-of-pocket costs associated with this work sequence. We do NOT believe that the cost associated with carrying out this work sequence or milestone is significant.

Work Sequence or Milestone No. 2.

To conduct mineral claim tours with interested parties with the intent of leading to a suitable minerals agreement to explore our claims. This work sequence or milestone is self-explanatory and is something we will do with any interested party upon request. The cost associated with this sequence will be gas money to travel the 100 plus miles south of Salt Lake City to conduct such tours, the time it takes to do so, and possibly, paying our consulting geologist to venture with us and meet prospective partnership candidates when we undertake any such mineral claim tours.

Work Sequence or Milestone No. 3.

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

What We Have Done During the Year to Pursue and Complete Phase Two.

During 2008, we attempted to contact additional major mining companies in the United States to provide them with information about our mining claim properties but none was interested. In particular, and through an individual contact we had in the mining industry, we contacted a large mining company with extensive operations in Idaho. Unfortunately, it too was not interested in either seeing or receiving a copy of our geology report.

As we have stated elsewhere herein, the unfortunate downturn in the economy during 2008 has, according to most mining industry news reports and sources, seriously strapped most major mining companies. For this and perhaps additional reasons unknown to us, no large or major mining companies that we know of, during 2008, were interested in our claims or the Tintic Mining District.

Funding of Our Planned Work Sequences.

We do NOT at this time anticipate needing any outside funding to complete Phase Two. It is possible that this could change, but, at this time, we find it highly unlikely. We do need, however, and will need, substantial funding and other resources from an exploration partner or joint venturer to implement our planned or proposed drilling exploration program. See the discussion below titled PHASE THREE.

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

In the event that we find a joint venture/partnership candidate, one who is serious about working with us, we do not know what form any such joint venture or partnership agreement would take. We believe that we would likely have to give up control of the claims in some fashion and possibly a good portion of our stock in escrow, perhaps a majority of it. Much of this would depend upon what a partner or joint venture candidate is willing to do in regard to actually exploring the North Beck Claims. Accordingly, the fact is that, at this time, it is difficult to predict or know what form any such agreement would take and, because we are not negotiating with anyone at this time, we do not believe it is appropriate for us to further speculate in this regard.

Anticipated Sources of Funding If We Are Unable to Attract a Joint Venture Mineral Exploration Partner.

As stated elsewhere herein, our anticipated sources of funding are through a prospective joint venture mineral exploration partner(s). We have no other sources of funding at this time to undertake and implement our mineral exploration program or plan, which, if carried out in full and to completion as detailed below, is anticipated or projected to cost over $900,000. In the event that we are unable to attract and enter into a business relationship with a joint venture mining partner to explore our claims, we do not, at this time, know what we would do to obtain alternative funding. We may explore the possibility of some type of debt financing; however, we have not made any definitive determination in this regard at this time. We do not anticipate any type of public stock offering or other equity offering in the event that we cannot attract a joint venture mining partner because we believe that going through the registration statement process once again with the Commission would be too expensive and take too much time and we do not, at this time, know of any particular persons or entities who might be interested in investing with us in such event. In the event that we are unable to attract a suitable joint venture mining partner, we will at such time be required to investigate or come up with alternative sources of funding, something which we have not, at this time, had the opportunity or time to undertake or explore.

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

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

1.0 EXPLORATION POTENTIAL

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

1.1 North Beck Underground Exploration Work.

Shaft sinking and related underground horizontal mine workings (drifts) were done to explore the Ophir Shale and a limestone

member at depth. The North Beck shaft is known to be at least 1,600 feet deep and a total of 6,700 feet of drifting was carried out on the 600, 1,200 and 1,600 foot levels of the mine. Almost all of the work was oriented southeast of the shaft. No mineral occurrences were noted on the geologic maps currently available.

In the late 1950's, Bear Creek Mining Company attempted to reopen the shaft in order to remap the underground workings and possibly diamond drill or extend mine workings to the north of the shaft. The shaft was blocked at a depth of 580 feet and no further work was done owing to safety concerns and probably cost.

2.0 EXPLORATION TARGETS

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

Time Frame for Commencing and Completing Our Exploration Plan.

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

2.1 Eureka Gulch.

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

2.2 Black Warrior.

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

2.3 North Beck.

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

Two holes were drilled by Bear Creek Mining Company in the 1950's but they failed to penetrate surface material and reach bedrock. This target is located in the northern part of the mineral claim block.

2.4 Porphyry Flat.

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

Target Summary.

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

3.0 EXPLORATION PLAN

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

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

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

If the decision is made to conduct the drilling program, a budget is set up and then managed and administered by the project manager.

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

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

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

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

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

One month - estimated time to complete.

3.2 $20,000 Surface Geologic Mapping.

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

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

* Compile data to the base map(s) and write a summary report.

Two months - estimated time to complete (no snow cover).

3.3 $7,000 Rock Sampling (Done during mapping work).

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

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

Estimated time to complete is included in section 3.2 above.

3.4 $16,000 Soil Sampling.

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

* Maintain chain of custody and analyze samples at commercial laboratory using 32 Element ICP method. (500 x $15 = $7,500).

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

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

* Review geologic and geochemical data.

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

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

Two weeks -- estimated time to complete

3.6 $25,000 Permitting/Bonding.

* Select drill sites and trench sites.

* Obtain exploration permits.

Six weeks - estimated time to complete

3.7 $15,000 Trenching.

* Focus on promising surface prospects and structures.

* Conduct trenching (20 sites)

* Sample zones of alteration or mineralization.

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

* Prepare a report plus maps.

Six weeks estimated time required (about 1 month required for the assays to be completed).

3.8 $230,000 Phase I Drilling.

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

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

* Site preparation ($10,000).

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

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

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

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

$329,000 Estimated cost of work through Phase I drilling (through section 3.8).

Eight to twelve months - estimated time to complete the work through Phase I drilling.

3.9 $920,000 Phase II Drilling.

To be based on the results of Phase I.

* Drilling (15,000 feet x $16 = $240,000).

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

* Site preparation ($20,000).

* Permitting/bonding ($25,000).

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

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

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

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

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

3.10 Dollar cost to be determined.

Underground Exploration Work

* Shaft sinking.

* Horizontal mine workings (drifts).

Our "Day to Day" Operations.

With respect to our "day to day" operations, our sole officer and director has other full time employment, as is repeatedly stated elsewhere in this document. He will therefore NOT be devoting his full time and energy, on a daily basis, to us. To the extent that completion of Phases One and Two of our Plan of Operation requires us to make a phone call or two at least every day, and otherwise follow up with prospective joint venture candidates, we will do that. To the extent it requires more, we will do that also, even if it is on a daily basis. At some point, we may be waiting for experts to complete reports or compile data. When that is the case, there will be little we can do "day to day," other than to wait for those tasks or events to be completed, circumstances that will largely be beyond our direct control. We will also have to wait for prospective joint partner candidates to "get back to us" while they review the materials we will have furnished them or while they wait for their experts to get back to them. If and when we are waiting for such persons "to get back to us," there is little that we will be able to do on a "day to day" basis.

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

It is noteworthy that even if we were to complete a successful mineral exploration program and we successfully identify a mineral deposit (something to which there can be no assurance whatsoever), we will still be required to raise substantial additional funds in

order to undertake further drilling and engineering studies (i.e., development) to determine if that mineral deposit does in fact have commercial viability. In short, there are three basic categories of operation in mining: exploration, development, and extraction. Put another way, if in fact we embark upon and undertake a successful mineral exploration program, we would still be required to complete the second phase, namely, that of "developing" the claims in order to undertake actual mineral extraction. We can make no assurance that we can complete a successful exploration program or, that if we do, it would lead to further development of the mineral claims, let alone the successful development, for extraction purposes, of commercial quantities of mineralization.

Possible Assistance of Third Parties in Obtaining an Exploration Partner or Joint Venturer.

Assuming we need third parties to assist us in contacting interested mining partners/joint venturers, management intends to compensate any such person or firm on a contingency basis. No up front cash will be paid to anyone for such services, particularly when we lack any cash for any such purpose in any event. We thus intend to defer any compensation that might be due or owed any such person, consultant, advisor or broker-dealer until such time a partnership transaction can be finalized and we can be assured that, but for them, we would not have entered into such a transaction. If we engage outside advisors or consultants in our search for an exploration partner or joint venturer, we will have to make a determination as to how such persons will be compensated. At present, we have no intention of hiring or retaining, on a contingency basis, any outside advisors or consultants for this purpose.

Employees.

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No response to this item is required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

FINANCIAL STATEMENTS

For the year ended

DECEMBER 31, 2008

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

CONTENTS

PAGE

Report of Independent Registered Public Accounting Firm

Balance Sheets, December 31, 2008 and 2007

Statements of Operations, for the years ended December 31, 2008 and 2007 and

for the period from re-entering of exploration stage on

April 19, 2004 through December 31, 2008

Statement of Stockholders' Equity (Deficit), for the period from re-entering of exploration

Stage on April 19, 2004 through December 31, 2008

Statements of Cash Flows, for the years ended December 31, 2008 and 2007 and for the

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

through December 31, 2008

Notes to Financial Statements

35 - 39

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Valley High Mining Company

Salt Lake City, Utah

We have audited the accompanying balance sheets of Valley High Mining Company [an exploration stage company] as of December 31, 2008 and 2007 and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2008 and for the period from re-entering the exploration stage on April 19, 2004 through December 31, 2008. Valley High Mining Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Valley High Mining Company as of December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2008 and for the period from re-entering the exploration stage on April 19, 2004 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming Valley High Mining Company will continue as a going concern. As discussed in Note 4 to the financial statements, Valley High Mining Company has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/Pritchett, Siler &Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah

February 17, 2009

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

BALANCE SHEETS

ASSETS


	December 31, 2008		December 31, 2007
CURRENT ASSETS:
Cash	$	16	$	112
Total Current Assets		16		112
	$	16	$	112

LIABILITIES AND STOCK HOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$	-	$	-
Related party advances		57,867		47,017
Total Current Liabilities		57,867		47,017

STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value, 50,000,000 shares Authorized, 5,281,346 shares issued and outstanding		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		(57,851)		(46,905)
Total Stockholders' Equity (Deficit)		(57,851)		(46,905)
	$	16	$	112

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

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

STATEMENTS OF OPERATIONS


	For the Year Ended December 31,				From the Re-entering Of Exploration Stage on April 19, 2004 through December 31
	2008		2007		2008
REVENUE	$	-	$	-	$	-
EXPENSES:
General and administrative		10,946		11,425		57,851
LOSS FROM OPERATIONS		(10,946)		(11,425)		(57,851)
CURRENT TAX EXPENSE		-		-		-
DEFERRED TAX EXPENSE		-		-		-
NET LOSS	$	(10,946)	$	(11,425)	$	(57,851)
LOSS PER COMMON SHARE	$	(.00)	$	(.00)

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

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM RE-ENTERING OF EXPLORATION

STAGE ON APRIL 19, 2004 THROUGH DECEMBER 31, 2008


	Common Stock				Capital in Excess of		Retained		Deficit Accumulated During the Exploration
	Shares	Amount			Par Value		(Deficit)		Stage
BALANCE, April 19, 2004	281,313	$	281	$	751,093	$	(751,374)	$		-

Shares issued to acquire mining claims lease valued at shareholder carryover basis of $0, April 2004	5,000,000		5,000		(5,000)		-			-

Rounding shares issued	33		-		-		-			-

Net loss for the period ended December 31, 2004	-		-		-		-			(4,339)

BALANCE, December 31, 2004	5,281,346		5,281		746,093		(751,374)			(4,339)

Net loss for the period ended December 31, 2005	-		-		-		-			(17,295)

BALANCE, December 31, 2005	5,281,346		5,281		746,093		(751,374)			(21,634)

Net loss for the period ended December 31, 2006	-		-		-		-			(13,846)

BALANCE, December 31, 2006	5,281,346		5,281		746,093		(751,374)			(35,480)

Net loss for the period ended December 31, 2007	-		-		-		-			(11,425)

BALANCE, December 31, 2007	5,281,346		5,281		746,093		(751,374)			(46,905)

Net loss for the period ended December 31, 2008	-		-		-		-			(10,946)

BALANCE, December 31, 2008	5,281,346	$	5,281	$	746,093	$	(751,374)	$		(57,851)

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

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

STATEMENTS OF CASH FLOWS


	For the Year Ended December 31,				From the Re-entering Of Exploration Stage on April 19, 2004 through December 31,
	2008		2007		2008
Cash Flows From Operating Activities:
Net loss	$	(10,946)	$	(11,425)	$	(57,851)
Adjustments to reconcile net loss to net Cash used by Operating activities:
Change in assets and Liabilities:
Increase in accounts Payable		-		-		-
Net Cash Used by Operating Activities		(10,946)		(11,425)		(57,851)

Cash Flows From Investing Activities:
Net Cash (Used) by Investing Activities		-		-		-

Cash Flows from Financing Activities:
Proceeds from common stock issuance		-		-		-
Proceeds from related party advances		10,850		11,500		57,867
Net Cash Provided by Financing Activities		10,850		11,500		57,867
Net Increase (Decrease) in Cash		(96)		75		16
Cash at Beginning of Period		112		37		-
Cash at End of Period	$	16	$	112	$	16

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 year ended December 31, 2007:

None

For the year ended December 31, 2008:

None

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

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Mining Properties – Upon determination of the existence of a commercially minable deposit, the Company will capitalize pre-operating and mine development costs including acquisition costs relating to the deposits. The Company periodically reviews its mining property for impairment in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” This statement requires an asset and liability approach for accounting for income taxes.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”, on January 1, 2007. As a result of the implementation of interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax positions at December 31, 2008 and 2007 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2008 and 2007, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2008, and 2007.

Loss Per Share - The Company computes loss per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share,” which requires the Company to present basic and dilutive loss per share when the effect is dilutive [See Note 6].

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

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

Recently Enacted Accounting Standards - Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, and SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements” (as amended), SFAS No. 161, ‘Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No 133”, SFAS No 162, “The Hierarchy of GAAP Sources for Non-governmental entities”, and SFAS No 163, “Accounting for Financial Guarantee Insurance Contracts” were recently issued. SFAS No 157, 159, 160, 161, 162 and 163 have no current applicability to the Company or their effect on the financial statements would not have been significant.

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

NOTE 2 - CAPITAL STOCK

Common Stock - The Company has authorized 50,000,000 shares of common stock with a par value of $.001. At both December 31, 2008 and December 31, 2007, respectively, the Company had 5,281,346 shares issued and outstanding.

In April 2004, the Company issued 5,000,000 shares of common stock. The shares were issued for a mining claims lease valued at shareholder carryover basis of $0.

Stock Split - On April 16, 2004 the Company effected a 1-for-35 reverse stock split. The financial statements for all periods presented have been restated to reflect the stock split.

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”. SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at December 31, 2008, an operating loss carry forward of approximately $57,851, which may be applied against future taxable income and which expires in various years through 2028.

The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax assets are approximately $8,678 and $7,035 as of December 31, 2008 and December 31, 2007, respectively, with an offsetting valuation allowance of the same amount. The change in the valuation allowance during the twelve months ended December 31, 2008 is approximately $1,643.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and currently has no on-going operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans, through possible additional sales of its common stock, or through a transaction with a mining joint venture partner in which the partner or joint venturer would finance a mineral exploration program on the Company’s claims. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS

Management Compensation - For the years ended December 31, 2008 and 2007, the Company did not pay any compensation to any officer or director of the Company.

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

Related Party Advances - An officer/shareholder of the Company has made advances to the Company and has directly paid expenses on behalf of the Company. At December 31, 2008 and December 31, 2007, respectively, the Company owed the shareholder $57,867 and $47,017. The advances bear no interest and are due on demand.

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

NOTE 6 - LOSS PER SHARE

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


	For the Year Ended December 31,
	2008		2007
Loss from operations available to common shareholder (numerator)	$	(10,946)	$	(11,425)

Weighted average number of common shares outstanding during the period used in loss per share (denominator)		5,281,346		5,281,346

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

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 7 - COMMITMENTS AND CONTINGENCIES

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

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

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None; not applicable.

ITEM 9A AND 9A(T). CONTROLS AND PROCEDURES.

Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, management concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were effective such that the information required to be disclosed by us in our reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15)(f) under the Exchange Act). Our internal control system is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements under accounting principles generally accepted in the United States.

All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time. Because of its inherent limitations, internal control over financial reporting may also fail to prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our management concluded that, as of December 31, 2008, our internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting.

There have been no changes in internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE .

Executive Officers and Directors

The current and only director and officer of Valley High is as follows:


Name	Age	Position
John Michael Coombs	54	President, Chief Executive Officer, Director (Chairman of the Board), Secretary/Treasurer, and CFO or Chief Financial Officer

The Company does not currently have a vice president or any other officer or director.

JOHN MICHAEL COOMBS, Director and President. Mr. Coombs practices law in the State of Utah with the law firm of MABEY & COOMBS, L.C., a firm formed approximately seven years ago. Prior to that time, Mr. Coombs practiced law as a sole practitioner and office-shared with other lawyers and law firms. During the past six or seven years, Mr. Coombs has, from time to time or on occasion, acted as an arbitrator for the National Association of Securities Dealers, Inc., which is now known as the Financial Industry Regulatory Authority (FINRA). Mr. Coombs has served as an officer and director of Valley High since October 24, 2003. Since becoming an attorney in 1982, Mr. Coombs has specialized in general corporate matters, particularly civil and business litigation. In 1977, Mr. Coombs graduated from Gonzaga University, in Spokane, Washington, with a B.A. degree. In 1981, he graduated from Loyola Law School in downtown Los Angeles, the adjunct law school to Loyola Marymount University located in Westchester, California. Mr. Coombs received an honorable discharge from the United States Marine Corps (USMC) in 1975. He is married with three sons.

Mr. Coombs does NOT presently devote, nor does he intend to devote, his full time to the management of the Company. Since Mr. Coombs has a full-time job, he estimates that he will devote between 1% and 10% of his time to us. We believe that this number may translate into as many as 10 hours per week but we are not certain and have no way of predicting how many hours will be required of Mr. Coombs to endeavor to carry out our business plan. We believe that if it takes more than 10 hours per week of his time, Mr. Coombs is willing to devote those additional hours as necessary to make Valley High's business plan successful.

Between 1995 and February 2000, Mr. Coombs served on the board of directors of a company known as WideBand Corporation, a computer hardware manufacturing company located in Gallatin, Missouri, which trades on the Pink Sheets under the symbol ZWBC.PK and which was formerly known as Vis Viva Corporation. From 1978 through June of 2003, Mr. Coombs also served on the board of a company which at that time was known as Anticline Uranium, Inc., and which later became known as LipidViro Technologies, Inc. From approximately 2001 until the end of 2007, Mr. Coombs served on the board of directors of a company known as Easy Golf Corporation and which is currently known as China Bio-Immunity Corporation. Other than a company known as Groen Brothers Aviation, Inc., a company on whose board Mr. Coombs served during the 1980's, Mr. Coombs has never been an officer of or served on the board of directors of any other "publicly held" or "reporting companies" that he can recall.

As disclosed elsewhere herein, Mr. Coombs is the manager and a member of North Beck Joint Venture, LLC, a family limited liability company. Mr. Coombs personally owns one third of North Beck Joint Venture, LLC, through his family living trust. He also personally owns another 28% of another one third of North Beck Joint Venture through another family limited liability company known as Coombs Brothers Investment Co., LLC, which itself owns one third of North Beck Joint Venture, LLC.

We deny that any person other than Mr. Coombs "controls", or has the power to "control," us as contemplated in the "control person" provisions of both state and federal securities laws and as the word "control" is further defined in Rule 405. We may engage consultants in the future but to the extent we do, management does not believe such persons will have an ability to "control" us or our decisions, either directly or indirectly. Further, if we enter into any consulting agreement with any consultant, such agreement will provide that to the extent the consultant ever acquires a direct or indirect interest of 5% or more of our issued and outstanding securities, the consultant will so notify us and otherwise undertake whatever reporting obligation is required of him.

No officer or director has been involved, directly or indirectly, in any bankruptcy or insolvency proceeding of any kind.

None is currently involved in any litigation nor has any been involved in any litigation that would have a bearing on any such person's fitness or other ability to act and serve as a director or officer of us.

Board Meetings and Committees.

After October 24, 2003, the then-existing Board of Directors of what was then known as "Valley High Oil, Gas & Mining, Inc.," a Utah corporation, met and also conversed on the phone. These members of the Board of Directors, which consisted, at that time, of three individuals, attended or were present at all meetings held; in particular, all were present at the shareholders' meeting held on March 26, 2004. Action taken by the Board since October 24, 2003, was generally implemented by written consent. On April 19, 2004, the effective date of our domicile change to Nevada, we became known as "Valley High Mining Company." As per the terms and conditions of the change of domicile transaction, we reduced our board members to one (1), for the time being, namely, Mr. Coombs. The purpose of this is for ease of operation during the registration statement process and this transition period. The current Board of Directors (currently consisting of Mr. Coombs only) has established no committees. After the effective date of the change of domicile transaction, Mr. Coombs, as our only board member, appointed himself as our president, CEO, secretary/treasurer and Chief Financial Officer (CFO) for the ensuing year.

As set forth in our Nevada Articles of Incorporation and Bylaws, copies of which are attached to our original 10-SB registration statement as exhibits, all directors hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. Though we have not compensated any director for his or her service on the board of directors or any committee, directors are entitled to be reimbursed for expenses incurred for attendance at meetings of the board of directors and any committee of the board of directors. Due to our current lack of capital resources, our current director and any future directors will likely defer his, her or their expenses and any compensation due and owing them, if any, until such time as we can raise sufficient funds to explore the North Beck Claims. As of the date of this document, Mr. Coombs has NOT accrued any significant expenses other than time. As further set forth in our Articles and Bylaws, officers are appointed annually by the Board of Directors and each executive officer serves at the discretion or will of the Board of Directors. We currently have no standing committees.

Compliance with Section 16(a) of the Securities Exchange Act of 1934.

Section 16(a) of the Securities and Exchange Act of 1934 requires officers, directors, and persons who own more than ten percent (10%) of the issuer's common stock to file initial reports of beneficial ownership and to report changes in such ownership with the Commission and the NASD. These persons are also required to furnish the Company with copies of all Section 16(a) forms they file. These requirements commenced upon the effective date of the Company's Form 10-SB/A registration statement. Therefore, as of the date of this Annual Report on Form 10-K, these persons, namely, North Beck Joint Venture, LLC, and Mr. Coombs, have been subject to the requirements of Section 16(a). Valley High has informed these persons of their obligations under Section 16(a) and they are otherwise aware of them. Further, the Company has set up a procedure whereby periodically it will (i) notify these persons or other future directors, officers, affiliates or "control persons" of their Section 16(a) obligations; (ii) review the copies of Forms 3, 4, and 5 that these persons will need to file with the Commission; (iii) request written representations from them that no other filings or disclosures were required or necessary; and (iv) make a determination that the pertinent officers, directors and principal shareholders have complied with all applicable Section 16(a) requirements during the fiscal year.

Director and Officer Liability Limitation.

Our Articles of Incorporation and Bylaws, both of which were exhibits to our original registration statement on Form 10-SB, limit the personal liability of directors, officers and our shareholders to the full extent allowed by Nevada law. This is a risk factor that an investor or potential investor should consider because it means that a disgruntled or injured investor's remedies may not be as significant or meaningful as might otherwise be the case in the absence of these statutory and common law protections. Reference is made to Risk Factor No. 10 in the beginning of this document above titled "Indemnification of Officers and Directors."

Corporate Governance.

We have no change in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple and we do not issue a lot of checks during any quarter and have no income from mining or other operations, any such committees are excessive and beyond the scope of our business and needs.

ITEM 11. EXECUTIVE COMPENSATION.

Because there is no compensation to disclose under this Item, we have not prepared a Summary Compensation Table or any other compensation table as would otherwise be required under Release Nos. 33-8765, the recent Commission release that requires more detailed executive and director compensation disclosure.

We have NOT adopted a bonus, stock option, profit sharing, equity award at fiscal year-end, share-based, grants of plan-based

program or deferred compensation plan of any sort for the benefit of our employees, officers or directors. This, however, does not mean that we will not do so in the future. Further, we have not entered into an employment agreement of any kind with any of our directors or officers or any other persons and no such agreements are anticipated in the immediate or near future.

Absence of Management Employment Agreements and Compensation.

We do not pay any of our officers any salary. We do not provide any other benefits to our officers. We do not have any written agreements with any of our officers and directors. Our officers and directors may engage in other businesses, either individually or through partnerships, limited liability companies, or corporations in which they have an interest, hold an office or serve on boards of directors of other companies or entities. All officers and directors have other business interests to which they devote their time. Because Mr. Coombs has full-time employment as an attorney, he will probably devote no more than between 1% and 10% of his time to us and our affairs.

Mr. Coombs, our only officer, received no compensation for service as an officer for the year ended December 31, 2008.

Other Key Advisors and Consultants.

We have access to several outside professional firms that can counsel us and provide important advice during our exploration stage. The terms of engagement of these firms will be determined from time to time as their services may be required. So far, no such persons’ services have been sought.

Remuneration and Compensation of Directors.

Mr. Coombs currently does not receive any compensation, but may receive compensation for his services as determined in the future. This is also true of any officers or directors that join Mr. Coombs and also end up serving on our board. As stated above, all directors are entitled to be reimbursed for any out-of-pocket expenses incurred by them in behalf of the Company.

There are no standard arrangements pursuant to which our directors are compensated for any services provided as director, including services for committee participation or for special assignments. Our directors received no compensation for service as directors for the year ended December 31, 2008.

Outstanding Equity Awards at Fiscal Year-End.

None; not applicable.

Absence of Keyman Life Insurance.

Valley High does not own life insurance covering the death of any officer, director or key employee. Based on our lack of capital, the fact that Mr. Coombs is NOT an expert in mining, and the existence of other, capital-driven priorities, it is highly doubtful that we would spend money towards key man life insurance, even if we had sufficient cash on hand for this purpose.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information, to the best of our knowledge, as of the date of this document, with respect to each person known to be the owner of more than 5% of common capital stock of us, each director and officer, and all executive officers and directors of us as a group. As of the date of this document there are 5,281,346 common capital shares issued and outstanding.


Name of Beneficial Owner	Number of Shares of Common Stock Beneficially* owned	Percent of Ownership of Common Stock Outstanding
John Michael Coombs (1) 2435 Scenic Drive Salt Lake City, Utah 84109	5,000,000(2)	94.7%

Directors and officer as a group (1 person only)	5,000,000	94.7%

* Beneficial ownership is determined in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and generally includes voting or investment power with respect to securities. Shares of common stock issuable upon the exercise of options or warrants currently exercisable, or exercisable or convertible within 60 days, are also deemed

outstanding for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person. Having said this, the Company has no outstanding stock options, warrants or compensation plans of any kind.

(1) Mr. Coombs is the president, secretary/treasurer, CEO, CFO, and chairman of the board of the Company. He has been an officer and director of us since October 24, 2003. Since April 19, 2004, when the merger/change of domicile transaction became effective by operation of law, he has been our only officer and director.

(2) This figure represents the 5,000,000 "restricted" shares acquired by virtue of the April 19, 2004, mining lease agreement with North Beck Joint Venture, LLC ("North Beck Joint Venture"), a Utah limited liability company of which Mr. Coombs is the manager and a member. Its address is 2435 Scenic Drive, Salt Lake City, Utah 84109. The owners of North Beck Joint Venture, LLC, are the John Michael Coombs Family Living Trust, Coombs Brothers Investment Co., LLC, a family Utah limited liability company, and the Kathleen C. Remington Trust, J. M. Coombs, Trustee. Mr. Coombs controls each of these members of North Beck, both directly and indirectly. In December 2006, North Beck Joint Venture conveyed or transferred 2,400,000 of its 5,000,000 restricted shares to Mr. Coombs, personally, for services rendered the LLC and as an inter-family disposition for tax and estate planning purposes. North Beck Joint Venture retained 2,600,000 or a majority of such 5,000,000 shares. This has resulted in Mr. Coombs maintaining indirect control of the 2,600,000 shares that remain owned and held by North Beck Joint Venture and his now having direct control of the 2,400,000 "restricted" shares now held in his name. Both North Beck Joint Venture and Mr. Coombs timely filed Form 4's reporting this inter-family disposition, a disposition that does not change or impact the voting control of the Company, control that Mr. Coombs has exercised since April 19, 2004.

We are not aware of any other stockholder-related matters to disclose in this Item in addition to what is already disclosed elsewhere in this document.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons.

Except for the lease acquisition of the North Beck Claims owned and controlled by our president and his immediate family, there have been no other transactions between us and the directors or officers or any member of any such person's immediate family. That is to say, the mining lease agreement is the only transaction involving us that has NOT been "at arm's length." The terms of the mining lease agreement were deemed fair and reasonable in the judgment of our Board of Directors on the basis of prior or past lease agreements involving the North Beck Claims, a right and power that boards of directors have under Nevada state law. The Board of Directors also believes that the mining lease terms given to and negotiated with Valley High are just as fair as they would have been to any interested but unrelated third party.

As is also disclosed in footnote (2) of the preceding Item 12 above titled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS" and as further disclosed in Item 10 of this Part titled "DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE," Mr. Coombs is the manager and a member of North Beck Joint Venture, LLC, a family limited liability company. Mr. Coombs personally owns one third of North Beck Joint Venture, LLC, through his family living trust. He also owns another 15% of another one third of North Beck Joint Venture through another family limited liability company known as Coombs Brothers Investment Co., LLC, which itself owns one third of North Beck Joint Venture, LLC. As stated in the preceding Item, since December 2006, when Form 4's were filed on Edgar, Mr. Coombs now directly owns 2,400,000 "restricted" shares formerly owned by North Beck Joint Venture; he also indirectly owns the remaining 2,600,000 shares owned and held by North Beck Joint Venture, LLC. These shares together represent 94.7% of our current issued and outstanding shares, all as set forth in the beneficial ownership table above.

As disclosed elsewhere above, our president, chairman of the board and majority stockholder has agreed to advance us sufficient funds to ensure that we remain current in our "reporting" obligations with the Commission and also as necessary to implement and carry out our first two distinct Phases of operation identified in our Plan of Operation above. These advances do NOT bear any interest and while there is no written agreement in this regard between us and our sole officer and director, both we and our sole officer and director consider his agreement to advance us money as a legal obligation. If at such time as we would become profitable, if we ever did, we would consider paying Mr. Coombs back-interest on his advances but only if doing so would have no material impact on our capital resources and liquidity.

Like any other corporate officer or director, each director and officer is subject to the doctrine of usurpation of corporate opportunities only insofar as it applies to business transactions in which we have indicated an interest, either through our proposed business plan or by way of an express statement of interest contained in our minutes. If any director or officer is presented in the future with a business opportunity that may conflict with business interests identified by us, such an opportunity must be promptly disclosed to the Board of Directors and otherwise made known to us. In the event that the Board rejects an

opportunity so presented, and only in that event, can one of our officers or directors avail himself or herself of such opportunity. In spite of these eventualities, every effort will be made to resolve any conflicts that may arise in favor of the Company and its stockholders. There can be no assurance, however, that these efforts will be successful. Reference is also made to NRS78.140 titled "Restrictions on transactions involving interested directors or officers; compensation of directors."

No Parents or Subsidiaries of the Issuer.

We have no parent or subsidiary corporation.

Transactions with Promoters and Control Persons.

During our last five fiscal years and other than we have already disclosed in this Report or in our Form 10-SB/A, there have been no material transactions or series of similar transactions, nor are there any currently proposed transactions, in which we were or will be a party and in which the amount involved exceeded $60,000 and further, in which any promoter or founder of ours, such as Mr. Coombs or any member of his immediate family, had an interest.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Aggregate fees for professional services rendered us by Pritchett Siler & Hardy, Certified Public Accountants, for the years ended December 31, 2008 and 2007 are set forth below. The aggregate fees included in the Audit category are fees billed for the year-end audit of our annual financial statements and review of financial statements and statutory and regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the calendar years indicated.


Fee Category	2008		2007
Audit Fees	$	7,830	$	6,975
Audit-related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total Fees	$	7,830	$	6,975

Audit fees for the years ended December 31, 2008 and 2007 were for professional services rendered for the audits of our financial statements, quarterly review of the financial statements included in the Quarterly Reports on Form 10-QSB, consents and other assistance required to complete the year- end audit of our financial statements.

Audit-Related Fees as of the years ended December 31, 2008 and 2007 were for the assurance and related services reasonably related to the performance of the audit or review of financial statements and not reported under the caption Audit Fees.

Tax Fees as of the years ended December 31, 2008 and 2007 were for professional services related to tax compliance, tax authority audit support and tax planning.

There were no fees that were classified as All Other Fees as of the years ended December 31, 2008 and 2007.

As we do not have a formal audit committee, the services described above were not approved by the audit committee under the de minimus exception provided by Rule 2-01(c) (7)(i)(C) under Regulation S-X. Further, as we do not have a formal audit committee, we do not have, at this time, audit committee pre- approval policies and procedures.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following Exhibits are filed as a part of this Annual Report on Form 10-K:


Exhibit Number	Description*
10.1	April 19, 2004, Mining Lease Agreement by and between the Company and North Beck Joint Venture, LLC, and accompanying Investment Letter
31	Sarbanes-Oxley Section 302 Certification
32	Sarbanes-Oxley Section 906 Certification
99.1	Two maps - An aerial photograph and a topographical map showing the actual location of the mineral claims west of the town of Eureka, Utah **
99.2	Index map showing where our mineral claims are situated in relationship to the state and county in which they are located.**
99.3	Property Location Map**
99.4	Land Ownership Map**

*Summaries of all exhibits contained within this Annual Report are modified in their entirety by reference to the foregoing Exhibits.

** Exhibits identified with these marks are attached to and made a part of this document in the form of pdf files.

SIGNATURES

In accordance with the provisions of the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder, VALLEY HIGH MINING COMPANY has duly caused this Annual Report on Form 10-K for its fiscal year ended December 31, 2008, to be signed on its behalf by the undersigned, thereunto duly authorized.

VALLEY HIGH MINING COMPANY, Issuer



Date:	February 17, 2009	By:	/s/John Michael Coombs
			John Michael Coombs

			Chairman of the Board, President, Chief Executive Officer (CEO) and Chief or Principal Officer (CFO), and Principal Accounting Officer, Secretary and Tresurer