Premier Product Group, Inc. - Quarter Report: 2009 September (Form 10-Q)

VALLEY HIGH MINING COMPANY
(Exact name of registrant as specified in its charter)

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

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

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

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

FORWARD-LOOKING STATEMENTS

PART 1 - FINANCIAL INFORMATION

VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

UNAUDITED CONDENSED

FINANCIAL STATEMENTS

For the Nine Months Ended

September 30, 2009

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VALLEY HIGH MINING COMPANY

[An Exploration Stage Company]

CONTENTS

PAGE

—

Unaudited Condensed Balance Sheets, September 30, 2009

and December 31, 2008                                                                    

4

—

Unaudited Condensed Statements of Operations, for the three

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

for the period from re-entering of exploration stage on

April 19, 2004 through September 30, 2009                                          

5

—

Unaudited Condensed Statements of Cash Flows,  for the

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

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

through September 30, 2009

6

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Notes to Unaudited Condensed Financial Statements       

7 - 10

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VALLEY HIGH MINING COMPANY

[ An Exploration Stage Company]

UNAUDITED CONDENSED BALANCE SHEETS

ASSETS

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

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

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.

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

Our stock trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol VHMC.OB.

Having completed Phase One of our business plan and Plan of Operation over 4 years ago, we have since been pursuing Phase Two. This is the phase in which we have been attempting to obtain a joint venture mining exploration partner to explore our patented mining claims acquired by us by lease agreement in 2004 ("the North Beck Claims"). Prior to the acquisition of the North Beck Claims with an affiliated party and the filing of our initial registration statement with the Securities and Exchange Commission on Form 10-SB in March 2005, over 4 years ago, we had been dormant and inactive for over 15 years.

For further information concerning the progress we have made towards fulfilling our overall business plan and Plan of Operation, reference is made to our Plan of Operation discussed in detail below. Reference is also made to our last Annual Report for our fiscal year ended December 31, 2008, on Form 10-K filed in March 2009.  Regardless, however, of the progress we have made in this regard, the current state of the economy, among other things, makes the prospect of our completing Phases Two and Three of our business plan and Plan of Operation detailed below look bleak.  This is because, due to the current uncertain state of the economy, not to mention uncertainty concerning future corporate tax rates and other cost considerations, large mining companies seem to lack, at this time, the investment capital, resources and other willingness necessary to pursue risky ventures.  As a result, we will likely be forced in the near future to take the Company in another direction, the form of which we cannot predict at this time.

Selected Financial Data.

Because we had no exploration or other operational mining-related activities during the quarter that resulted in revenues, selected financial data would not be particularly meaningful. Reference is thus made to our quarterly financial statements included in Item 1 above.  All of our activities during the quarter were devoted towards carrying out Phase Two of our business plan and plan of operation, namely, trying to locate a joint venture mineral exploration partner.  See Phase Two of our Plan of Operation discussed below.  Since we filed our initial registration statement with the Commission in March 2005, over 4 years ago and having contacted several large and medium-sized mining companies in all that time, we have not been successful in generating much interest in our mineral claims.  Given that the price of silver, for example, has dropped from a high of nearly $21 per ounce in early 2008 down to a recent price of approximately $17 per ounce, we can only assume that volatile silver and other precious metals prices has contributed, and will continue to contribute, to the on-going lack of interest in our claims and the Tintic Mining District as a whole.   

During our third quarter, our president, Mr. J. Michael Coombs, or entities related to him, advanced us a total of $3,800 to pay outstanding fees owed our “in-house” accountant, our auditors, and our Edgarizer. The cash in our checking account on September 30, 2009, was $115. Since the end of our third quarter, our president has not advanced us any additional funds.  As of the date of this report, the cash in our checking account remains $115. At the current time, we have no outstanding bills or payables that we are aware of.

Liquidity and Capital Requirements.

As of the date of this report, we lack the necessary capital to implement a full-fledged mineral exploration program. As stated above, we currently have approximately $115 in our checking account. Since our emergence from the dormant stage on April 19, 2004, our working capital has been funded by personal advances from an officer and director. These advances may someday be converted to equity, though there are no plans to do so at this time. These advances do not require interest payments at the present time and unless or until we become profitable, an event that appears to be highly unlikely at this time, we do not believe that it is at all likely that our agreement with our sole officer and director, Mr. Coombs, would be modified to provide for such. At present, there are no plans to charge interest. In the event we modify our agreement in the future with Mr. Coombs to allow for the charging of interest, we do not believe it would have any material impact on us or our liquidity because both we and Mr. Coombs would not agree to such a modification unless we were profitable.

To implement our business plan and engage in an exploratory drilling program on the North Beck Claims, we will need substantial additional funding and expertise from a strategic mining partner or joint venturer. As of the date of this report, and having spoken with several mining companies over the last 4 to 5 years, we have found no company or entity that has communicated an interest in joint venturing with us. See discussion under Phase Two below. Accordingly, given this amount of time with no success in this regard, and even with the enhanced prices of precious metals, no assurance can be given that we can or will enter into a joint venture or other partnership relationship necessary to fund Phase Three of our business plan and Plan of Operation, namely, our proposed drilling exploration plan or program.

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

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

PLAN OF OPERATION

We are an exploration stage [mining] company. An exploration stage company is one engaged in the search for mineral deposits or mineralized material (reserves) which are not in either the development or production stage. Mineralized material is defined as a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. We currently have the right to explore the North Beck Claims, a contiguous group of over 45 separate patented mining claims which together comprise slightly over 470 acres of ground located just west of the town of Eureka, in Juab County, Utah. These mineral claims contain several mining shafts or mines, four of which are known as the Sacramento, the North Beck, the Black Warrior and West Cable Mines. According to the director of the Utah Abandoned Mine Reclamation Program with whom we have communicated, there appear to be as many as 24 holes, mines, shafts or "prospecting pits" on our mineral claims. They range in depth from between 50 feet deep to 1,600 feet deep. Nearly all of the deeper holes, mines or shafts on our mineral claims, and for the sake of public safety, have essentially been covered over by the Utah Abandoned Mine Reclamation Program with the exception of a 100 ft. shaft on our Peru Claim which the Utah Abandoned Mine Reclamation Program has yet to cover over.  During the quarter, however, our lessor signed a written authorization allowing the Utah Abandoned Mine Reclamation Program to enter onto our property this spring or summer and cover the open shaft or hole on our Peru Claim, something the State of Utah had wanted to do but had been unable to carry out until now.

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

Phase Three cannot be commenced until Phase Two is complete, that is, until we have located and contracted in some fashion with a joint venture mining partner willing to finance the exploration of our mineral claims. Phase Three contains actual drilling targets, projected timelines involved, and the projected or estimated costs thereof. We can give no assurance that the projected or estimated costs of our drilling exploration program would be the ultimate cost of this project. These are merely good faith estimates based on the best knowledge available to us at the time we prepared such cost estimates.  Such estimates do not currently take into consideration increased costs or inflation that have occurred since March 2006.

PHASE ONE

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

PHASE TWO

Having long ago completed Phase One of our business plan and Plan of Operation, we have since focused on the following three (3) additional work sequences or milestones in order to carry out and complete Phase Two.

Work Sequence or Milestone No. 1.

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Work Sequence or Milestone No. 2.

Work Sequence or Milestone No. 3.

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

What We Have Done to Pursue and Complete Phase Two.

As indicated above, over the 2 years, we have not conducted any additional property tours with any additional mining company prospects.  

In mid-September 2008, approximately a year ago, we learned that a major internationally diversified mining company headquartered in the United Kingdom known as Anglo American PLC, purchased some mining claim interests in the Tintic Mining District from Chief Consolidated Mining Co., a former operator in the district.  The news reports are skimpy but it appears that the company seeks to explore, and if justified, to then develop a porphyry copper-gold-molybdenum target located at the northern end of the District towards Provo, Utah, not Eureka, where our claims our located.  Our claims, by contrast, are considered to be comprised of mostly silver, lead and iron, if anything, not copper, gold or molybdenum.  Upon learning this news, we endeavored to contact Anglo American to see if they would be interested in our claims and, in particular, in getting a copy of our geology report, but, to date, we have heard nothing back.  

We also believe that the significant EPA presence in the Eureka, Utah, area, while it completes its Superfund clean up operations, may also have a negative effect or impact on a potential mining company or a joint venture mining partner, simply because they may fear that the EPA might require them to do remediation of other operators’ contamination that they wouldn’t otherwise be required to do if the EPA were not highly present and active in the area.  These are the two basic reasons, we believe, why we have not yet attracted a joint venture mining exploration partner.

Finally, given that silver has dropped in price from a high of approximately $21 per ounce in 2008 to a recent price of approximately $17 per ounce, not to mention the serious economic problems our country, and perhaps the world, now faces, we do not believe that these factors bode well for the likelihood of our completing Phase Two of our Plan of Operation at any time soon.  We say this regardless of whether a large international mining company now has a new and limited presence in the District.  

Funding of Our Planned Work Sequences.

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

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

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

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

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

Since the prospect of completing Phases Two and Three of our business plan and plan of operation currently look bleak, we may be forced to take the Company in another direction, the form of which we cannot predict at this time.

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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

1.1 North Beck Underground Exploration Work.

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.

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.

Target Summary.

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.

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.

* 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.

* 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.

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).

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

3.9 $920,000 Phase II Drilling.

* 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.

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3.10 Dollar cost to be determined.

Underground Exploration Work

* Shaft sinking.

* Horizontal mine workings (drifts).

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

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

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

Employees.

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

Future Need to Obtain a Mineral Exploration Permit from DOGM.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

This item is not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Item 4A(T).  Controls and Procedures.

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

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of financial statements.

Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2009.  In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework .  Based on this evaluation, our management concluded that, as of September 30, 2009, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Control Over Financial Reporting.

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

This item is not applicable to smaller reporting companies.

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

None.

Item 3. Defaults upon Senior Securities.

None.

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

None.

Item 5. Other information.

Item 6. Exhibits.

(a) Exhibits

Exhibit 31

Sarbanes-Oxley Section 302 Certification  

Exhibit 32

Sarbanes-Oxley Section 906 Certification

(b) Reports on Form 8-K

SIGNATURES

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

VALLEY HIGH MINING COMPANY

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