Premier Product Group, Inc. - Quarter Report: 2013 June (Form 10-Q)

vh10q6302013.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For Quarter Ended: June 30, 2013

Commission File Number 000-51232

VALLEY HIGH MINING COMPANY

(Exact name of registrant as specified in its charter)

Nevada		68-0582275
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

12835 E. Arapahoe Road

Tower 1 Suite 810

Centennial, CO 80112

(Address of principal executive offices) (Zip Code)

(303) 768-9221

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 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 þ No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

The number of shares of the registrant’s only class of common stock issued and outstanding as of August 16, 2013, was 16,893,481 shares.

TABLE OF CONTENTS

PART I.

FINANCIAL INFORMATION

		Page No.

Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012 (unaudited)	3

	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012 and the Period from April 19, 2004 (inception) Through June 30, 2013	4

	Unaudited Consolidated Statements of Cash Flows for the for the Three and Six Months Ended June 30, 2013 and 2012 and the Period from April 19, 2004 (inception) Through June 30, 2013	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation.	8

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	11

Item 4.	Controls and Procedures.	11

	PART II
	OTHER INFORMATION

Item 1.	Legal Proceedings	12

Item 1A.	Risk Factors	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Mine Safety Disclosures	12

Item 5.	Other Information	12

Item 6.	Exhibits	12

	Signatures	13

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Consolidated Balance Sheets

(unaudited)

	June 30,				December 31,
	2013				2012

ASSETS
CURRENT ASSETS

Cash		$	39,383			$	5,102
Deposit			75,000				-
Mineral properties			304,870				314,570

Total Current Assets			419,253				319,672

TOTAL ASSETS		$	419,253			$	319,672


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses		$	39,456			$	64,062
Advances and notes payable - related parties			159,200				375,529
Derivative liability			253,332				313,079

Total Current Liabilities			451,988				752,670

LONG-TERM CONVERTIBLE NOTES PAYABLE - RELATED PARTY			30,000				30,000

Total Liabilities			481,988				782,670

STOCKHOLDERS' DEFICIT

Common stock, $0.001 par value, 50,000,000
shares authorized, 16,893,481 and 16,701,346
shares issued and outstanding, respectively			16,893				16,701
Additional paid-in capital			3,985,801				3,566,399
Accumulated deficit			(751,374	)			(751,374	)
Deficit accumulated during the exploration stage			(3,314,055	)			(3,294,724	)

Total Stockholders' Deficit			(62,735	)			(462,998	)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT		$	419,253			$	319,672

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

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VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Consolidated Statements of Operations

(unaudited)

													Since
													Re-entering the
													Exploration
													Stage on
													April 19, 2004
	For the Three Months Ended						For the Six Months Ended						Through
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013
REVENUE	$	-		$	-		$	-		$	-		$	-
COST OF SALES		-			-			-			-			-

GROSS PROFIT		-			-			-			-			-

OPERATING EXPENSES

Professional fees		8,372			-			13,972			-			2,205,158
General and administrative expenses		28,429			30,152			60,844			35,937			817,894

Total Operating Expenses		36,801			30,152			74,816			35,937			3,023,052

LOSS FROM OPERATIONS		(36,801	)		(30,152	)		(74,816	)		(35,937	)		(3,023,052	)

OTHER EXPENSES

Gain (loss) on derivative liability		149,782			-			59,747			-			(253,332	)
Interest expense		(658	)		(598	)		(4,261	)		(1,196	)		(37,681	)
Other income		-			-			-			-			11

Total Other Expenses		149,124			(598	)		55,486			(1,196	)		(291,002	)

LOSS BEFORE INCOME TAXES		112,323			(30,750	)		(19,330	)		(37,133	)		(3,314,054	)
PROVISION FOR INCOME TAXES		-			-			-			-			-

NET INCOME (LOSS)	$	112,323		$	(30,750	)	$	(19,330	)	$	(37,133	)	$	(3,314,054	)

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE	$	(0.01	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED		16,742,410			15,281,346			16,742,410			15,281,346

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

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VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(unaudited)

							Since
							Re-entering the
							Exploration
							Stage on
							April 19, 2004
	For the Six Months Ended						Through
	June 30,						June 30,
	2013			2012			2013

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(19,330	)	$	(37,133	)	$	(3,314,054	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Common stock issued for services		-			-			2,720,000
Amortization of debt discount		-			-			30,000
(Gain) loss on derivative liability		(59,747	)		-			253,332
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(24,606	)		28,268			39,456

Net Cash Used in Operating Activities		(103,683	)		(8,865	)		(271,266	)


CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(10,300	)		-			(324,870	)
Refund received of payments made for mineral properties		20,000			-			20,000
Deposit paid		(75,000	)		-			(75,000	)

Net Cash Used in Investing Activities		(65,300	)		-			(379,870	)


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of common stock		419,594			-			429,594
Proceeds from notes payable		-			-			365,529
Proceeds from related party advances and notes		-			10,000			112,726
Repayment of related party advances and notes		(216,329	)		-			(217,329	)

Net Cash Provided by Financing Activities		203,265			10,000			690,520

NET INCREASE (DECREASE) IN CASH		34,282			1,135			39,384
CASH AT BEGINNING OF PERIOD		5,102			123			-

CASH AT END OF PERIOD	$	39,384		$	1,258		$	39,384

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

NON-CASH FINANCING ACTIVITIES
Contributed capital - forgiveness
of debt payable to related party	$	-		$	-		$	71,726
Beneficial conversion feature	$	-		$	-		$	30,000

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

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VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

June 30, 2013

(unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements have been prepared by Valley High Mining Company (the “Company”) without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2012 audited financial statements. The results of operations for the six months ended June 30, 2013 are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Subsequent Events

The Company’s management reviewed all material events through the date of the issuance of these financial statements to determine if there were any subsequent events to report.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

June 30, 2013

(unaudited)

NOTE 4 – DEPOSIT

During the six months ended June 30, 2013, the Company paid $75,000 for a security deposit for the purchase of diesel oil.

NOTE 5 – MINERAL PROPERTY

During the six months ended June 30, 2013, the Company received $20,000 as a refund on payments previously made on the mineral properties.

NOTE 6 – RELATED PARTY PAYABLES

During the six months ended June 30, 2012, related parties loaned the Company $10,000. These advances are non-interest bearing and are due on demand.

During the six months ended June 30, 2013, the Company repaid $216,329 in related party advances.

NOTE 7 – DERIVATIVE LIABILITY

The Company entered into an agreement which has been accounted for as a derivative. The Company has accrued a loss contingency associated with this agreement because it is both probable that a liability had been incurred and the amount of the loss can reasonably be estimated.

The main factors that will affect the fair value of the derivative are the number of the Company’s shares outstanding post acquisition or post offering and the resulting market capitalization. In order to estimate a range for the potential contingent liability, the Company estimated the future number of surviving shares and resulting market cap from a reverse merger based on a sample of reverse mergers completed by OTC BB companies during 2010 and 2011.

As of June 30, 2013 and December 31, 2012, the estimated fair value of this derivative was $253,332 and $313,079, respectively. The Company revalues the derivative each reporting period and a gain of $59,747 was reported for the six months ended June 30, 2013. The fair value of the derivative liability was calculated using the Black-Scholes Option Pricing model under the following assumptions:

	June 30, 2013			December 31, 2012
Estimated number of underlying shares		84,467			83,507
Estimated market price per share	$	3.00		$	3.75
Exercise price per share	$	0.001		$	0.001
Expected volatility		190	%		190	%
Expected dividends		0	%		0	%
Expected term (in years)		3.00			3.00
Risk-free rate		0.66	%		0.36	%

NOTE 8 – COMMON STOCK

During the six months ended June 30, 2013, the Company issued 192,135 shares of common stock for cash of $419,594.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

Overview and History

We were incorporated in the State of Utah on November 14, 1979, under the name "Valley High Oil, Gas & Minerals, Inc.," for the purpose of engaging in the energy, mining and natural resources business. Following our inception and in order to raise the money necessary to acquire, explore and develop oil and gas properties and other natural resource-related ventures or projects, we undertook an offering of our common stock pursuant to the Regulation A exemption from registration afforded under the Securities Act of 1933, as amended, wherein we offered and sold a total of 25 million common shares at a price of two (2) cents per share and received gross proceeds of $500,000 from over 1,000 subscribers. These funds were utilized in our attempt to acquire and explore for oil and gas, uranium, coal, geothermal, and other mineral (metallic and nonmetallic) properties.

Between 1980 and 1985, we spent nearly all of our capital on several natural resource and mining ventures. In 1985, we effectuated a 10:1 reverse stock split. By 1986, after engaging in several unsuccessful ventures, we exhausted our capital reserves. From April 1989 through 2003 we were dormant, doing only those actions necessary to allow the Company to remain as an active entity. In April 2004, pursuant to the affirmative vote of our shareholders we reincorporated into the State of Nevada by merging with a wholly owned Nevada subsidiary company under the name "Valley High Mining Company". 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.

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"), an entity owned and controlled by our then principal shareholder and officer/director. 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. As a result, 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. This project also proved to be unsuccessful. As a result, in February, 2010, control of our Company changed again, with the business objective to seek a suitable acquisition candidate through acquisition, merger, reverse merger or other suitable business combination method. We disposed of the North Beck Claims in connection with the change in control.

Until September 2012, our then management continued to seek a suitable acquisition candidate, without success. On September 8, 2012, we executed a Joint Venture Agreement with Corizona Mining Partners LLC, (“Corizona”), a Minnesota limited liability company (the “Joint Venture”). Prior, on July 20, 2012, we and Corizona formed a limited liability company, Minera Carabamba S.A. pursuant to the laws of Peru. The Joint Venture acquired a 50% leasehold interest in a property of approximately 966 hectares, located in La Libertad, Peru, in order to conduct gold mining operations on the property under the project name of Machacala. On March 1, 2013, we advised Corizona that we were no longer interested in continuing with our role in the Joint Venture due to the inability to gain access to the property.

Also during our fiscal year ended December 31, 2012, we reviewed a second possible venture with Corizona. They introduced us to a second property located in Peru and on October 5, 2012, we executed a letter of intent (“LOI”) to develop this project, which consisted of a 50% aggregate interest. The LOI provided for us to initially own 80% of the venture, with Corizona owning the remaining 20%. We agreed to pay the costs of developing the project, which was estimated to be approximately $500,000, subject to our due diligence. We performed our due diligence on this project and discovered that it was not in production, despite representations to the contrary. We also could not reach an agreement with Corizona on a budget for this project. As a result, we elected to terminate this venture.

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During the six-month period ended June 30, 2013, we also formed a wholly owned subsidiary, VH Energy, Inc., a Texas corporation, which is intended to engage in the oil and gas industry. We executed our first agreement with this company, which involves the brokerage of diesel fuel. As of the date of this report we are awaiting information on the disposition of this transaction, as our partners in this endeavor appear to have acted in less than an honorable fashion. We are currently investigating this situation and attempting to recover the funds that were utilized in this transaction.

Our principal place of business is located at 12835 E Arapahoe Rd., Tower 1 Penthouse #810, Centennial, CO 80112. Our phone number is (303) 768-9221 and our website address is www.valleyhighmining.com.

We have not been subject to any bankruptcy, receivership or similar proceeding.

Results of Operations

Comparison of Results of Operations for the six months ended June 30, 2013 and 2012

Total operating expenses, which included general and administrative expenses incurred during the six-month period ended June 30, 2013 were $74,816, compared to $35,937 during the similar period in 2012, an increase of $38,879. This increase was as a result of our being a “shell” company during the six-month period ended June 30, 2012. During the six-month period ended June 30, 2013 we incurred these additional costs which were related to travel, consulting and other administrative costs associated with our entry into both the mining and oil and gas industries, as well as from salaries paid to our management. Additionally, during the six months ended June 30, 2013 we recorded $59,747 in non-cash gain arising from a gain on derivative liability. We are currently engaged in both the mining and oil and gas industries, incurring costs associated with identifying business opportunities in these businesses.

As a result, we incurred a net loss of $19,330 ($0.00 per share) during our six-month period ended June 30, 2013, compared to a net loss of $37,133 ($0.00 per share).during the six-month period ended June 30, 2012.

Comparison of Results of Operations for the three months ended June 30, 2013 and 2012

Total operating expenses, which included general and administrative expenses incurred during the three month period ended June 30, 2013 were $36,801, compared to $30,152 during the similar period in 2012, an increase of $6,648. This increase was as a result of our being a “shell” company during the three month period ended June 30, 2012. We are currently engaged in both the mining and oil and gas industries, incurring costs associated with identifying business opportunities in these businesses.

Additionally, during the three months ended June 30, 2013 we recorded $149,782 in non-cash gain arising from a gain on derivative liability.

As a result, we generated net income of $112,323 ($0.01 per share) during our three-month period ended June 30, 2013, compared to a net loss of $30,750 ($0.00 per share).during the three-month period ended June 30, 2012.

Because we have not generated any revenues, following is our Plan of Operation.

Plan of Operation

As of the date of this Report we are a mining company that is currently seeking a viable prospect to develop. We have also formed a wholly-owned subsidiary, VN Energy, Inc., a Texas corporation that we intend to utilize to enter the oil and gas industry.

Our review of mining opportunities is not limited to any specific geographic region. Our plan of operation for the immediate future is to continue to review potential acquisitions in the resource sector. Currently, we are in the process of completing due diligence investigation of various opportunities in the base metal sector. While we have enough funds on hand to cover our administrative expenses for the next 12 months, we will need additional funding for the review, acquisition and development of a mining property once the same is identified and acquired. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.

Liquidity and Capital Resources

As of June 30, 2013, we had cash or cash equivalents of $39,383.

- 9 -

Net cash used in operating activities was $103,683 during the six-month period ended June 30, 2013, compared to $8,865 for the six-month period ended June 30, 2012. The increase is due to establishment of business operations during the six months ended June 30, 2013. We were a shell company during 2012. We anticipate that overhead costs in current operations will continue to increase in the future once we identify and acquire a mining property to develop, as well as an oil and gas opportunity to acquire. In this regard during the six month ended June 30, 2013, we executed our initial agreement to broker the sale of diesel oil. We placed $75,000 of our funds up for costs alleged to be required for this project. Subsequent to June 30, 2013, we have discovered that our joint venture partner, Integrus Oil of Houston, Texas may have committed fraud and we are currently exploring our options as of the date of this report.

Cash flows used in investing activities was $65,300 for the six-month period ended June 30, 2013. We paid $75,000 for a security deposit on the purchase of diesel oil.

Cash flows from financing activities were $203,265 for the six-month period ended June 30, 2013, compared to $10,000 during the six months ended June 30, 2012 as a result of our private offering of common stock.

Certain of our shareholders have provided us with loans aggregating $159,200 as of June 30, 2013. These loans are interest free and due upon demand. We utilized the funds from these loans to cover our costs associated with the Machacala project and Excelsior project in Peru and for working capital.

In June 2013, we closed a private placement of our Common Stock whereby we sold shares of our Common Stock at a price of 2 Euros per share. This offering was conducted in Germany and Switzerland. We issued 192,135 shares and received gross proceeds of $419,594 therefrom.

We are not generating revenue from our operations, and our ability to implement our new business plan for the future will depend on the future availability of financing. Such financing will be required to enable us to identify and develop a mining property and/or an oil and gas opportunity and continue operations. We intend to raise funds through private placements of our Common Stock and through short-term borrowing from our shareholders. Because we have not identified or secured a specific mining property or oil and gas property as of the date of this report we cannot estimate how much capital we will need to fully implement our business plan in the future and there are no assurances that we will be able to raise this capital. Our inability to obtain sufficient funds from external sources when needed will have a material adverse effect on our plan of operation, results of operations and financial condition. We need to raise additional funds in order to continue our existing operations, to initiate new projects and to finance our plans to expand our operations for the next year.

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the six-month period ended June 30, 2013.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures – Our management, with the participation of our Chief Executive Officer/ Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Report.

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO/CFO to allow timely decisions regarding required disclosure.

Based on this evaluation, our CEO/CFO has concluded that our disclosure controls and procedures were not effective as of June 30, 2013, at the reasonable assurance level. This is due to our independent auditors proposing adjustments to our financial statements relating to our derivative liability. We are working with our independent auditors to resolve this issue. We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

Inherent Limitations – Our management, including our Chief Executive Officer/Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting – There were no changes in our internal control over financial reporting during our three month period ended June 30, 2013, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We utilized the proceeds from this offering to cover costs associated with the Machacala Project, to investigate and perform due diligence activities on prospective acquisitions, for our initial transaction with UH Energy and for working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION

31.1		Certification pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on August 19, 2013.

	VALLEY HIGH MINING COMPANY


By:	s/ Andrew I. Telsey
	Andrew I. Telsey, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer