UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For Quarter Ended: June 30, 2014

 

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.)

 

4550 NW Newberry Hill Road, Suite 202

Silverdale, WA 98383

(Address of principal executive offices) (Zip Code)

 

(360) 536-4500

(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 S No £

 

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 S 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    £ Accelerated filer    £
   

Non-accelerated filer      £

Smaller reporting company    S
(Do not check if a smaller reporting company)  

 

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

 

The number of shares of the registrant’s only class of common stock issued and outstanding as of August 13, 2014, was 32,062,416 shares.

 

 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
        
Item 1. Financial Statements. 3
        
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 10
        
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 11
        
Item 4. Controls and Procedures. 11
        
PART II – OTHER INFORMATION
       
Item 1. Legal Proceedings. 13
       
Item 1A. Risk Factors. 13
        
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 13
        
Item 3. Defaults Upon Senior Securities. 13
        
Item 4. Mine Safety Disclosures. 13
        
Item 5. Other Information. 13
        
Item 6. Exhibits. 14
        
Signatures 15

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1.       Financial Statements

 

Valley High Mining Company

 

June 30, 2014 and 2013

 

Index to the Financial Statements

 

Contents   Page(s)
     
Balance Sheets at June 30, 2014 (Unaudited) and December 31, 2013   4
     
Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013 and the Period from April 19, 2004 (inception) Through June 30, 2014 (Unaudited)   5
     
Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 and the Period from April 19, 2004 (inception) Through June 30, 2014 (Unaudited)   6
     
Notes to the Financial Statements (Unaudited)   7 - 9

 

3
 

 

VALLEY HIGH MINING COMPANY
(An Exploration Stage Company)
Balance Sheets
(unaudited)

 

    June 30,     December 31,  
    2014     2013  
             
ASSETS            
             
CURRENT ASSETS            
             
Cash   $ 169     $ -  
Investment / Note receivable     225,000       75,000  
Mineral properties     304,870       304,870  
                 
Total Current Assets     530,039       379,870  
                 
TOTAL ASSETS   $ 530,039     $ 379,870  
                 
   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                
                 
 CURRENT LIABILITIES                
                 
Accounts payable and accrued expenses   $ 121,864     $ 101,251  
Advances and notes payable - related parties     166,872       150,200  
Derivative liability     -       337,797  
                 
 Total Current Liabilities     288,736       589,248  
                 
LONG-TERM CONVERTIBLE NOTES PAYABLE - RELATED PARTY     30,000       30,000  
                 
Total Liabilities     318,736       619,248  
                 
STOCKHOLDERS' DEFICIT                
                 
Preferred stock (Series B), $0.001 par value, 51 shares authorized, 51 and 0 shares issued and outstanding, respectively (total par value less than $1.00)     0       -  
Common stock, $0.001 par value, 500,000,000 shares authorized, 32,062,416 and 16,893,481 shares issued and outstanding, respectively     32,062       16,893  
Additional paid-in capital     4,195,801       3,985,801  
Accumulated deficit     (751,374 )     (751,374 )
Deficit accumulated during the exploration stage     (3,265,187 )     (3,490,698 )
                 
 Total Stockholders' Equity (Deficit)     211,302       (239,378 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $ 530,039     $ 379,870  

 

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

 

4
 

 

VALLEY HIGH MINING COMPANY  
(An Exploration Stage Company)  
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,  
    2014     2013     2014     2013     2014  
REVENUE   $ -     $ -     $ -     $ -     $ -  
COST OF SALES     -       -       -       -       -  
                                         
GROSS PROFIT     -       -       -       -       -  
                                         
OPERATING EXPENSES                                        
                                         
Management expense     36,000       -       60,000       -       60,000  
Professional fees     24,402       8,372       24,632       13,972       2,252,844  
General and administrative expenses     6,819       28,429       8,878       60,844       909,760  
                                         
Total Operating Expenses     67,221       36,801       109,029       74,816       3,222,604  
                                         
LOSS FROM OPERATIONS     (67,221 )     (36,801 )     (109,029 )     (74,816 )     (3,222,604 )
                                         
OTHER INCOME (EXPENSES)                                        
                                         
Gain (loss) on derivative liability     42,234       149,782       337,797       59,747       -  
Interest expense     (152 )     (658 )     (757 )     (4,261 )     (40,094 )
Other income (expense)     -       -       (2,500 )     -       (2,489 )
                                         
Total Other Income (Expenses)     42,082       149,124       334,540       55,486       (42,583 )
                                         
LOSS BEFORE INCOME TAXES     (25,139 )     112,323       225,511       (19,330 )     (3,265,187 )
PROVISION FOR INCOME TAXES     -       -       -       -       -  
                                         
NET INCOME (LOSS)   $ (25,139 )   $ 112,323     $ 225,511     $ (19,330 )   $ (3,265,187 )
                                         
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE   $ (0.00 )   $ (0.01 )   $ 0.01     $ (0.00 )        
                                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED     27,580,953       16,742,410       22,237,217       16,742,410          

 

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

  

5
 

 

 

VALLEY HIGH MINING COMPANY  
(An Exploration Stage Company)  
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,  
    2014     2013     2014  
CASH FLOWS FROM OPERATING ACTIVITIES                  
                   
Net income (loss)   $ 225,511     $ (19,330 )   $ (3,265,187 )
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  
Loss (gain) on derivative liability     (337,797 )     (59,747 )     -  
Changes in operating assets and liabilities:                        
Investment / notes receivable     75,000       (75,000 )     -  
Accounts payable and accrued expenses     27,170       (24,606 )     128,421  
                         
Net Cash Used in Operating Activities     (10,116 )     (178,683 )     (386,766 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES                        
Purchase of property and equipment     -       (10,300 )     (324,870 )
Refunds (payments) for mineral properties     -       20,000       20,000  
                         
Net Cash Provided by (Used in) Investing Activities     -       9,700       (304,870 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES                        
                         
Proceeds from the issuance of common stock and warrants     169       419,594       429,594  
Proceeds from notes payable     -       -       365,529  
Proceeds from related party advances and notes     10,116       -       122,842  
Repayment of related party advances and notes     -       (216,329 )     (226,329 )
                         
Net Cash Provided by Financing Activities     10,285       203,265       691,805  
                         
NET INCREASE (DECREASE) IN CASH     169       34,282       169  
CASH AT BEGINNING OF PERIOD     -       5,102       -  
                         
CASH AT END OF PERIOD   $ 169     $ 39,384     $ 169  
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.

 

6
 

 

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

June 30, 2014

(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, 2013 audited financial statements included in the Company’s Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission (the “SEC”) on April 15, 2014. The results of operations for the period ended June 30, 2014 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 a working capital deficit and has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

 

These factors raise substantial doubt regarding the Company’s ability 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 consummates a business combination. 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.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes” (“ASC Topic No. 740”). This statement requires an asset and liability approach for accounting for income taxes. The Company adopted the provisions of ASC Topic No. 740, on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized no liability for unrecognized tax liabilities. The Company has no tax positions at December 31, 2013 and 2012 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 liabilities in interest expense and penalties in operating expenses. During the years ended December 31, 2013 and 2012, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2013 and 2012.

 

7
 

 

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

June 30, 2014

(unaudited)

 

Loss Per Share

 

The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share.”

 

Cash and Cash Equivalents

 

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

 

Recently Issued 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.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist principally of cash, amounts due to a related party, accounts payable and accrued expenses, and derivative liabilities. ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish a framework for measuring fair value, establish a fair value hierarchy based on the quality of inputs used to measure fair value, and enhance disclosure requirements for fair value measurements.

 

The Company utilizes various types of financing to fund its business needs, including warrants not indexed to the Company’s stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815.

 

The fair value of the derivative instruments are determined based on “Level 3” inputs, which consist of inputs that are both unobservable and significant to the overall fair value measurement. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

 

The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows:

 

Level 1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access.

 

Level 2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps).

 

Level 3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

 

When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company conducts a review of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. 

 

8
 

 

 

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

June 30, 2014

(unaudited)

 

NOTE 4 – MINERAL PROPERTY

 

Effective September 8, 2012, the Company entered into a Joint Venture Agreement with Corizona Mining Partners, LLC (“Corizona”). The purpose of the agreement is to operate and develop certain mineral properties in Peru. As of December 31, 2012, the Company has made a capital contribution of $314,570 as part of its total funding commitment of $2,000,000. During the year ended December 31, 2013, the Company elected to terminate the joint venture.

 

During the year ended December 31, 2013, the Company received $20,000 as a refund on payments previously made on mineral properties.

 

NOTE 5 – RELATED PARTY PAYABLES

 

Management Compensation

 

For the six month period ended June 30, 2014, the Company paid its CEO/President an aggregate of $60,000 as compensation of which $60,000 remained unpaid at June 30, 2014.

 

Office Space

 

Effective March 1, 2014, the Company subleases, from a company under the control of our current CEO, approximately 1,000 square feet of executive office space in Silverdale, WA at a rate of $1,000 per month on a month to month basis.

 

NOTE 6 – 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 OTCBB companies during 2010 and 2011.

 

As of June 30, 2014 and December 31, 2013, the estimated fair value of this derivative was $0 and $337,797, respectively. The Company revalues the derivative each reporting period and a gain of $42,234 was reported for the three months ended June 30, 2014. The underlying warrant(s) associated with the derivative has expired as of June 30, 2014, therefore the Company will no longer carry the liability going forward.

 

NOTE 7 – COMMON STOCK

 

In June 2014, the Company issued 168,935 shares of common stock to the prior CEO of the Company upon his exercise of earned options at par value ($0.001 per share) for a total of $168.94.

 

In June 2014, the Company issued 15,000,000 shares of common stock under a Regulation S issuance at $0.015 per share for an investment receivable of $225,000. The purchaser may execute on an additional 20,000,000 shares for a total of $300,000.

 

NOTE 8 - SUBSEQUENT EVENTS

 

On July 9, 2014, the Board authorized the filing of a certificate of designation with the Secretary of State of the State of Nevada which designated fifty-one (51) shares of preferred stock as Series B Preferred Stock (the “Series B Preferred”). The holder of each one (1) share of the Series B Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding common stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator.

 

On July 9, 2014, the Board authorized the issuance of the fifty-one (51) shares of Series B Preferred to Keystone Financial Management, Inc., a company under the control of our current Chief Executive Officer.

 

9
 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This quarterly report on Form 10-Q and other reports filed by Valley High Mining Company (the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

 

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 are not limiting our search to any specific geographic region. Our plan of operation for the twelve months following the date of this Report 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 and mineral sector. We do not have enough funds currently on hand to cover our administrative expenses for the next 12 months and therefore we will need additional funding for the review, acquisition and development of a mining property once the same is identified. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or debt financing.

 

Results Of Operations

 

Comparison of Results of Operations for the six months ended June 30, 2014 and 2013

 

Total operating expenses, which included general and administrative expenses incurred during the six month period ended June 30, 2014 were $109,029 compared to $74,816 during the similar period in 2013, an increase of $34,213. This increase was as a result of a reduction in general and administrative expense and an increase in management expense and payroll expense. Additionally, we recorded $337,797 in non-cash gains arising primarily from a gain on derivative liability. We are currently actively 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 gain of $225,511, approximately$0.01 per share, during our six month period ended June 30, 2014, compared to a net loss of $19,330 ($0.00 per share) during the six month period ended June 30, 2014.

 

Liquidity and Capital Resources

 

As of June 30, 2014, we had cash or cash equivalents of $168.94.

 

Net cash used in operating activities was $2,500 during the three month period ended March 31, 2014, compared to $51,162 for the three month period ended March 31, 2013. The decrease is due to the change business operations during the three months ended March 31, 2014. 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.

 

Cash flows from financing activities were $10,116 for the six month period ended June 30, 2014, compared to $178,683 during the six months ended June 30, 2013 as a result of our private offering of common stock. Cash flows provided by investing activities were $-0- for the six months ended June 30, 2014 compared to $20,000 for the six month period ended June 30, 2013 for the refund of payments previously made on mineral properties.

 

10
 

 

Certain of our shareholders have provided us with loans aggregating $10,116 as of June 30, 2014. These loans bare interest of 6% and due upon demand. We utilized the funds from these loans to cover our costs for working capital.

 

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, 2014.

 

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.

 

Leases – We follow the guidance in SFAS No. 13 “ Accounting for Leases ,” as amended, which requires us to evaluate the lease agreements we enter into to determine whether they represent operating or capital leases at the inception of the lease.

 

Recently Adopted Accounting Standards – As of November 1, 2011, we adopted new guidance on the testing of goodwill impairment that allows the option to assess qualitative factors to determine whether performing the two step goodwill impairment assessment is necessary. Under the option, the calculation of the reporting unit's fair value is not required to be performed unless as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than the unit's carrying amount. The adoption of this guidance impacts testing steps only, and therefore adoption did not have an impact on our consolidated financial statements. As of November 1, 2011, we adopted new guidance regarding disclosures about fair value measurements. The guidance requires new disclosures related to activity in Level 3 fair value measurements. This guidance requires purchases, sales, issuances, and settlements to be presented separately in the rollforward of activity in Level 3 fair value measurements. There were various other accounting standards and interpretations issued during 2010 and 2011, none of which are expected to have a material impact on our consolidated financial position, operations or cash flows.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

 

Iitem 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.

 

(a) Evaluation of 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.

 

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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 Chief Executive Officer/Chief Financial Officer to allow timely decisions regarding required disclosure.

 

Based on this evaluation, our Chief Executive Officer/ Chief Financial Officer has concluded that our disclosure controls and procedures were effective as of June 30, 2014, at the reasonable assurance level. 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.

 

(b) Changes in Internal Control over Financial Reporting.

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter 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.

 

Other than previously disclosed, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors.

 

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on April 15, 2014.

 

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

 

In June 2014, the Company issued 168,935 shares of common stock to the prior CEO of the Company upon his exercise of earned options at par value ($0.001 per share) or a total of $168.94.

 

In June 2014, the Company issued 15,000,000 shares of common stock under a Regulation S issuance at $0.015 per share for an investment receivable of $225,000. The purchaser may execute on an additional 20,000,000 shares for a total of $300,000.

 

There were no other unregistered sales of the Company’s equity securities during the quarter ended June 30, 2014, that were not otherwise disclosed in a Current Report on Form 8-K.

 

Item 3. Defaults Upon Senior Securities.

 

There has been no default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

There is no other information required to be disclosed under this item that has not previously been reported.

 

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Item 6. Exhibits.

 

EXHIBIT    
NUMBER   DESCRIPTION
     
3.1   Amended and Restated Articles of Incorporation (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2014).
     
3.2   Certificate of Designation of Series B Preferred Stock, dated July 9, 2014 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 15, 2014).
     
31.1   Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
     
31.2   Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
     
32.1   Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
     
32.2   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted 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*

 

*Filed herewith

 

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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
   
Dated: August 14, 2014 By: /s/ William M. Wright, III
    William M. Wright, III,
     

Chief Executive Officer

(Principal Executive Officer)

(Principal Financial Officer)

(Principal Accounting Officer) 

 

 

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