Current Report Filing (8-k)
June 23 2015 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 10, 2015
VALLEY HIGH MINING COMPANY |
(Exact name of registrant as specified in its charter) |
Nevada |
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000-51232 |
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68-0582275 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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10777 Westheimer Road, Suite 1100
Houston, TX 77042 |
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(Address of Principal Executive Offices) |
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(713) 260-9605
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant’s
Certifying Accountant.
(a) Dismissal of Independent Registered
Public Accounting Firm
Effective on April 10, 2015, the board of directors
(the “Board”) of Valley High Mining Company (the “Company”) dismissed Terry L. Johnson, CPA (“Johnson”),
as the Company’s independent registered public accounting firm.
Johnson’s report on the financial statements
for the fiscal year ended December 31, 2013 and 2012, contained no adverse opinion or disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting principle, other than for a going concern. During the fiscal years ended
December 31, 2013 and 2012, and in the subsequent interim period through April 10, 2015, the date of dismissal of Johnson, there
were no disagreements with Johnson on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of Johnson, would have caused them to make reference
to the subject matter of the disagreements in its reports on the financial statements for such year. During the fiscal years ended
December 31, 2013 and 2012, and in the subsequent interim period through April 10, 2015, the date of dismissal of GBH, there were
no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided a copy of the above
disclosures to Johnson and requested Johnson to provide it with a letter addressed to the U.S. Securities and Exchange Commission
stating whether or not Johnson agrees with the above disclosures. A copy of Johnson’s letter, dated April 10, 2015, confirming
its agreement with the disclosures in this Item 4.01 is attached as Exhibit 16.1 to this Form 8-K.
(b) New Independent Registered Public Accounting
Firm
On April 24, 2015, the Board approved
the engagement of BF Borgers CPA PC (“BF Borgers”), as the Company’s new independent registered public accounting
firm.
During the fiscal years ended December
31, 2013 and 2014, and the subsequent interim period prior to the engagement of BF Borgers, the Company has not consulted BF Borgers
regarding (i) the application of accounting principles to any specified transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided
to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant
in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(v)) or a reportable event (as defined in Item 304(a)(1)(v)).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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16.1 |
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Letter of Terry L. Johnson, CPA, dated April 10, 2015* |
* Filed herewith
SIGNATURE
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 hereunto duly authorized.
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VALLEY HIGH MINING COMPANY |
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Date: June 22, 2015 |
By: |
/s/ Richard Johnson |
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Richard Johnson |
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Chief Executive Officer |
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Exhibit 16.1
TERRY L. JOHNSON, CPA
406 Greyford Lane
Casselberry, Florida 32707
Phone 407-721-4753
Fax/Voice Message 866-813-3428
E-mail cpatlj@yahoo.com
April 10, 2015
Office of the Chief Accountant
Securities and Exchange Commission
100F Street, NE
Washington, D.C. 20549
Dear Sir/Madam:
I have read the statements made by Valley High
Mining Company., a Nevada corporation (the "Company"), which were provided to me and which I understand will be filed
with the Securities and Exchange Commission pursuant to Item 4.01 of Form 8-K, regarding my resignation as the Company's certifying
accountant. I agree with the statements concerning my firm in such Current Report on Form 8-K. I have no basis to agree or disagree
with other statements made under Item 4.01.
I hereby consent to the filing of this letter
as an exhibit to the foregoing report on Form 8-K.
Very truly yours,
/s/ Terry L. Johnson, CPA |
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Terry L. Johnson, CPA
Casselberry, Florida
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