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Mail Stop 3561

	June 23, 2005

Mr. John Michael Coombs, CEO
Valley High Mining Company
3098 South Highland Drive, Suite 323
Salt Lake City, Utah 84106-6001

Re:	Valley High Mining Company
		Registration Statement on Form 10-SB
		Filed March 31, 2005; Amendment No. 1 filed May 18, 2005
		File No. 000-51232

Dear Mr. Coombs:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. This filing refers to mines and other mineral properties that
exist in the area of your property.  This may allow investors to
infer that this property may have commercial mineralization,
because
of its proximity to these other mines and/or properties.  Describe
only geology, history, and/or exploration results that are
directly
related to the properties that your company has the right to
explore
or mine.  Remove all references to mines or companies operating
near
your properties, prospects, adjacent or analogous properties,
deposits, occurrences, or any exploration activities by other
companies that are outside your company`s properties.  Focus the
disclosure on the property your company controls.

2. Throughout the filing, we note the reference to the Jenny Lind
Project Report.  If the report does not directly relate to the
company`s property, then the reference should be removed.  See the
above comment.  If the report does directly relate to the
company`s
property, the mining professionals should concur with the summary
of
the information in the report disclosed.  Please revise or advise.
Also provide a copy of the Jenny Lind Project Report.

3. Please describe any due diligence that management performed in
identifying the company`s shareholders when they reactivated the
company.

4. For your property, provide the disclosures required by Industry
Guide 7(b).  In particular, provide:
* The location and means of access to the property.
* A map(s) showing the location of your properties.
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7(b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

5. Insert a small-scale map showing the location and access to
your
property.  Note that SEC`s EDGAR program now accepts digital maps,
so
please include these in any future amendments that are uploaded to
EDGAR.  It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet.  For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-551-8900.
Otherwise, provide the map to the staff for our review.

6. Remove all references in the document that use the term
"mining"
or "mining operations," or any term that can imply mineral
production, such as "operations."  In particular, substitute the
term
"mineral exploration" for "mining operations."

7. We note the references to "the property."  It appears that the
company`s only right to the property consists of mineral claims.
Please revise throughout the registration statement to clarify
that
this "property" is simply mineral claims.

Risk Factors, page 3

8. Early in this section, you should indicate that you are an
exploration stage company and that there is no assurance that a
commercially viable mineral deposit exists on any of your
properties,
and that further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
See Industry Guide 7(a)(4).

9. Within the Risk Factors section, you sometimes focus on aspects
that relate to projects in the "mining stage" as defined by
Industry
Guide 7.  Rather than including discussions related to mining
operations that will not apply to you unless and until you have an
operating mine, include in one new risk factor a concise
discussion
that makes clear that you have no ongoing mining operations of any
kind.  Then briefly discuss risks that would apply if you ever
commenced actual mining operations.  However, if your business
approach does not include entry into the mine management business,
please delete any risk factor or other disclosure that could
suggest
otherwise.

10. On page 3, we note the statements that "the following are not
the
only possible risks," "[a]dditional risks may also impair the
business, operations and plans of Valley High," and "[t]he
following
is not meant to be an exhaustive list of the risks involved in
investing in Valley High."  You should discuss all material risks
in
this section.  Please revise your disclosure to clarify that you
discuss all material risks in this section.

11. In risk factor one, it is unclear how being a non-reporting
company is connected with the uncertainty that the business will
be
successful or that a trading market of the company`s securities
will
develop.  Please revise or advise.

12. In risk factor one, we note your statement that "[s]ince the
early 1980`s, no trading market has existed for Valley High common
stock."  Please note that the Pink Sheets is not a public trading
market.  Rather it is a quotation system.  Please revise to
clarify.

13. In risk factor one, we note the statement that "[a]s a result,
the general public is not familiar with . . . our newly acquired
mining claim properties."  We also note the reference in risk
factor
two to your acquisition of the North Beck Mining Claim.  Please
reconcile this disclosure and disclosure throughout the prospectus
with the disclosure that the company has only recently entered
into
an agreement regarding the North Beck Claims.  It appears that the
company leases the mineral claim and has not "acquired" the
property.

14. In risk factor one, please remove the last paragraph, as it
repeats information found in other risk factors, such as
competition
and the regulatory environment.

15. In risk factor two, please explain the statement "Valley High
has
no recent operating history as a mining exploration company;
therefore it is dependent on others for the implementation of its
business plan."

16. In risk factor two, we note the statement that "[n]o assurance
can be given that current and future employed persons, if any,
will
have the experience and skills necessary to successfully execute
our
proposed business plan."  This appears to be a separate risk than
the
risk described in the heading and narrative.  Please revise.

17. In risk factor three, we note that in the narrative, the
company
describes several risks that are not described in the subheading
and
that appear to be separate risks.  For example, the company
discusses
hazards and that the "[i]nsurance for some or all of these hazards
may be too expensive or not available."  In addition, the company
discusses "changes in permitting requirements, environmental
factors,
changes in law . . ."  Please revise to separate each risk.

18. In risk factor four, please state your cash balance as of the
most recent practicable date.

19. In risk factor four, we note the statement that "Valley High`s
management . . . is voluntarily registering its common stock with
the
Commission so that Valley High might be more attractive to other
potential investors, including venture capitalists or investment
bankers."  At the beginning of the Description of Business
section,
please explain this statement and explain in more detail why the
company is voluntarily filing the Form 10-SB in light of its
financial condition and plan of operations.  We also note the
statement that "[m]anagement also believes that being a reporting
company . . . will more readily provide a[n] . . . acquisition
candidate with additional and more comprehensive information
concerning the company."  Please also explain this statement in
the
Description of Business section.  We may have further comment.

20. Please revise risk factor seven to discuss specifically
whether
the company currently employs highly qualified personnel in
mineral
exploration.

21. The reference to the symbol VHMC for quotation on the Bulletin
Board should be removed unless you have obtained pre-approval for
the
symbol.

22. Risk factors 13 and 14 should be combined since both discuss
penny stock.

23. In risk factor 15, we note the reference to "other acquisition
candidate."   Please briefly explain this statement.  Provide a
more
detailed discussion in the Description of Business section.  We
may
have further comment.

24. In risk factor 20, we note the statement that "[m]anagement is
developing a strategy, which we believe will accomplish this
objective through additional equity funding and long term
financing."
Please describe this strategy in detail in the Plan of Operation
section.

25. In risk factor 22, please describe the amount of hours per
week
that the officer will spend on the affairs of the company.

26. In risk factor 23, please move the technical discussion of the
government rules and regulations to the Description of Business
section.  In the Description of Business section, specifically
describe how these rules and regulations affect the company and
its
plan of operation.

27. In risk factor 23, we note the statement that "current
management
lacks the qualifications and other expertise necessary to engage
in
this process without the assistance of expert or company
partners."
In the Plan of Operation section, please describe the funds
necessary
for the company to engage in this process.  Also describe how this
affects other aspects of the Plan of Operation and when the
company
expects to engage in this process.

Risk Factors Related to the North Beck Mining Claims, page 11

28. Add a risk factor that addresses that fact that the
probability
of an individual prospect ever having "reserves" that meet the
requirements of Industry Guide 7 is extremely remote, in all
probability your properties do not contain any reserves, and any
funds spent on exploration will probably be lost.

29. Risk factor one presently focuses on the need for additional
capital, which is already discussed in the first set of risk
factors,
risk factor five.  Please remove or revise to avoid the
repetition.

30. In risk factor two, please describe the risk of an absence of
mining activity.

31. In risk factor four we note the risk of the topographical
effect
on exploration.  In the Description of Business section, please
describe the topographical effect on all previous exploration
performed on the property.

32. In risk factor six, we note the disclosure that "Valley High
may
rely on publicly available geological reports and databases to
located potential mining stakes or leases."  In the Description of
Business section, please describe in detail any known specific
geological reports or databases that the company may rely upon if
such reports are directly related to the company`s property.
Supplementally, please provide us will all reports.

33. Please explain the statement in the seventh risk factor that
the
assessment figure was obtained from prior mining lease agreements
involving the same property and is therefore deemed fair and
reasonable.  Please disclose whether these prior agreements were
with
affiliated parties.

Part I, page 2

Item 1. Description of Business, page 13

34. Please briefly expand the first paragraph in this section to
include the company`s plan to raise capital in the next twelve
months
and any exploration that the company will likely undertake during
this time.

35. We note the disclosure in risk factor four that "our sole
officer
and director has committed himself to advancing whatever money is
necessary to keep us current in our reporting obligations through
at
least the ensuing three (3) years."  Please disclose the material
terms of this arrangement.  Disclose how the term of three years
was
determined, state whether this covers general operating expenses
or
is limited to the specific costs of complying with the reporting
obligations of the Exchange Act, state whether there is a limit on
the amount that may be advanced, and state whether the advance is
a
loan or contribution to capital.  If a loan, please state the
interest rate.  The agreement should be filed as an exhibit.

History and Background of the Company, page 13

36. Please disclose the names of the control persons of Valley
High
Oil, Gas & Minerals prior to the merger.

37. On page 14, we note the disclosure that "the directors of the
company agreed, effective October 24, 2003, to resign and appoint
in
their place and stead, Mr. John Michael Coombs."  Please discuss
how
and when John Michael Coombs or his affiliates, including
relatives,
were introduced to the previous management or control persons of
Valley High Oil, Gas & Minerals.  Please describe all agreements
between John Michael Coombs and/or his affiliates, including
relatives, with the previous management or control persons of
Valley
High Mining.  Please describe the principal terms of the
agreements,
including dates entered, name the parties negotiating the terms of
the agreements, any consideration paid under the agreements, name
any
third parties that were involved in the agreements and the
compensation paid to them, and disclose the effects of the
agreements
on the management and control persons of Valley High Oil, Gas &
Minerals or Valley High Mining Company.  Disclose any relationship
between Valley High Oil, Gas & Minerals, its officers, directors
and
affiliates and John Michael Coombs or his affiliates prior to the
change in control of Valley High Oil, Gas & Minerals/Valley High
Mining.  Also, disclose whether finders` fees or consulting
agreements were provided as part of any agreements.  Please file
all
agreements relating to the change in control of Valley High Oil,
Gas
& Minerals/Valley High Mining as exhibits.  See Item 101(a) of
Regulation S-B.

38. In reference to the mining agreement with North Beck Joint
Venture LLC, please describe the negotiations of this agreement,
including dates.

39. We note the statement "[t]he terms of the lease consideration
were based upon prior lease agreements that North Beck has entered
into with other mining companies in the past."  Please include the
following:
* Pleas describe the negotiations and principal terms of the
agreemen