Attached files
| file | filename |
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| EX-32.1 - Premier Product Group, Inc. | v179576_ex32-1.htm |
| EX-31.1 - Premier Product Group, Inc. | v179576_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D. C.
20549
FORM
10-K
(X)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
fiscal year ended December 31, 2009
( )
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the
transition period from ___________ to ___________
VALLEY
HIGH MINING COMPANY
(Exact
name of small business issuer as specified in its charter)
|
NEVADA
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68-0582275
|
|
(State
of incorporation)
|
(I.R.S.
EMPLOYER ID NO.)
|
|
946
E 1300 N, Mapleton, UT
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84664
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(801)
467-2021
(Issuer's
telephone number, including area code)
Securities
registered under Section 12(b) of the Act: None
Name of
Each Exchange on Which Registered: None
Securities
registered under Section 12(g) of the Act:
Common
Capital Voting Stock, $0.001 par value per share
(Title
of Class)
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yeso No x
Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes o Noo
Indicate by check mark whether the
issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 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. Yesx No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained,to the best of
the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
x The issuer is not aware
of any delinquent filers.
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company:
1
|
Large
accelerated filer o
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Accelerated
filed
o
|
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):
Yes x No o
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
As of the
close of business on December 31, 2009, the Company's fiscal year-end, and, as
of the date of this annual report, the aggregate market value of the voting
stock held by non-affiliates, an amount consisting of a total of 281,346 shares,
was undeterminable due to a lack of trading in the Company’s common
stock.
APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS
Not
applicable
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the last practicable date:
As of the
date of this document, the Issuer had 5,281,346 common capital shares issued and
outstanding of which 5,000,000 are "restricted."
DOCUMENTS
INCORPORATED BY REFERENCE
See Item
15 of Part IV below.
PART
I
NOTICE
AND DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS
Certain
matters discussed herein may be forward-looking statements that involve a
variety of risks and uncertainties.
In light
of the risks involved with or facing us, actual results may differ materially or
considerably from those projected, implied or suggested. As a result, any
forward-looking statements expressed herein are deemed to represent our best
judgment as of the date of this filing. We do NOT express any intent or
obligation to update any forward-looking statement because we are unable to give
any assurances regarding the likelihood that, or extent to which, any event
discussed in any such forward-looking statement contained herein may or may not
occur, or that any effect from or outcome of any such forward-looking event may
or may not bear materially upon our future business, prospects, plans, financial
condition or our plan of operation.
2
TABLE
OF CONTENTS
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PART I
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ITEM 1.
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BUSINESS.
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ITEM 2.
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PROPERTY.
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ITEM 3.
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LEGAL
PROCEEDINGS.
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ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.
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PART II
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ITEM 5.
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MARKET FOR COMMON EQUITY, RELATED
STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.
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ITEM 6.
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SELECTED FINANCIAL
DATA
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ITEM 7.
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MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION AND RESULTS OF
OPERATIONS
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ITEM 7A.
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QUANTATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND
SUPPLEMENTRY DATA.
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
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ITEM 9A.
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CONTROLS AND
PROCEDURES.
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ITEM 9A(T).
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CONTROLS AND
PROCEDURES.
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ITEM 9B.
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OTHER
INFORMATION.
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
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ITEM 11.
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EXECUTIVE
COMPENSATION.
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND
SERVICES
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PART IV
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
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SIGNATURES
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3
ITEM
1. BUSINESS.
Valley
High Mining Company ("Valley High") was 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. In order to raise the money necessary to acquire, explore
and develop oil and gas properties and other natural resource-related ventures
or projects, Valley High, on February 19, 1980, undertook a public offering of
its common stock pursuant to the Regulation A exemption from registration
afforded under the General Rules and Regulations of the Securities and Exchange
Commission ("Commission") in which it offered and sold a total of 25 million
common capital shares at a price of two (2) cents per share. Pursuant to this
offering, the Company raised $500,000 from over 1,000 persons. As stated in its
offering circular, "[i]t is the present intention of management to expend the
proceeds of this offering in the acquisition and exploration of natural resource
properties. The types of properties which are expected to be acquired and the
order of priority are as follows: (1) oil and gas, (2) uranium, (3) coal, (4)
geothermal, and (5) other mineral (metallic and nonmetallic)
properties."
Between
1980 and 1985, the Company spent nearly all of its capital on several natural
resource and mining ventures. In 1985, the Company effectuated a reverse split
and changed its par value from $0.001 or one mill per share to $0.01 or one cent
per share, with the same number of shares authorized, namely, 50 million. By
1986, after it had engaged in several unsuccessful ventures, the Company
exhausted its capital reserves.
In April
1989, a Mr. Joe Needle, an Ohio resident, took control of the Company. Between
1989 and 1994, Mr. Needle attempted to resurrect or revive us in some fashion;
however, in 1994 he suddenly and unexpectedly passed away. At the time of Mr.
Needle's passing, we had a total of 9,819,779 common capital shares issued and
outstanding. Two other individuals were at that time on the board, namely,
Messrs. George D. Fehr and Adrian Gerritsen, both Utah residents. Mr. Needle's
daughter, Susan B. "Cookie" Needle, a Florida resident, was either already
serving on the board or took a position on the Board of Directors upon her
father's death. Between the time of Mr. Needle's death in 1994 and October 2003,
these three individuals comprised the Board of Directors of the Company. During
this same period of time, the only activity engaged in by the Company was that
minimal activity necessary to keep the Company current and in good standing with
the Utah Division of Corporations, the Utah Tax Commission and the Internal
Revenue Service.
During
the summer of 2003, Mr. John Michael Coombs was approached by Mr. George Fehr, a
Salt Lake City resident and person Mr. Coombs has known for some-25 years. Mr.
Fehr, then age 88 or 89, advised that he had been on the board of Valley High
since the mid-1980's and since the death of Mr. Needle, he had maintained
possession of all the corporate records of Valley High and had kept it in good
standing with the requisite corporate and taxing authorities. Mr. Fehr advised
that he was tired of maintaining the corporate existence of Valley High and
wondered if Mr. Coombs would be interested in taking control of it, doing
something productive with it, and finding replacements for each of the board
members, all of whom were tired of serving on the board. After looking at the
corporate records and all company records on file with its stock transfer agent,
Mr. Coombs agreed to take control of us. Accordingly, effective, October 24,
2003, having done nothing with the Company in nearly 10 years and being tired of
acting as board members, the directors of the Company agreed to resign and
appoint in their place and stead, Mr. John Michael Coombs, his wife, Dorothy C.
Coombs, and the brother of Dorothy Coombs named George J. Cayias, all residents
of Salt Lake City, Utah. After new management took control of the Company,
documentation with the Utah Division of Corporations was filed setting forth the
new directors and further identifying Mr. Coombs as the new registered
agent.
On
February 27, 2004, we formed a wholly owned subsidiary in Nevada under the name
"Valley High Mining Company" for the purpose of changing our domicile to Nevada.
On March 12, 2004, Valley High O, G & M, the parent corporation, and Valley
High Mining Company, the wholly owned Nevada subsidiary, entered into an
Agreement and Plan of Merger ("Agreement and Plan") whereby the former would
merge with and into the latter, thereby changing the Company's domicile to
Nevada. The shareholders were advised of a formal shareholders' meeting to
approve the transaction by means of a Notice of Meeting and Letter to the
Shareholders. Among other things, the Notice advised that anyone so choosing
would be entitled to exercise dissenters' rights of appraisal under applicable
provisions of the Utah Revised Business Corporations Act. The Notice and Letter
further invited anyone so interested to request a copy of the formal Agreement
and Plan. One shareholder from Missouri sought to exercise dissenters' rights of
appraisal but later abandoned that effort once we provided this individual with
various corporate documents and records, at her request, including a copy of the
Agreement and Plan.
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.
Another provision in the Agreement and Plan provided that Mr. John Michael
Coombs, a Salt Lake City, Utah, resident (and the principal of lessor, North
Beck Joint Venture, LLC, discussed elsewhere herein), was designated to be the
only officer and director of the survivor in the merger. Nevada law, as opposed
to Utah law, allows such.
On March
26, 2004, a formal shareholders' meeting was held at the law offices of Mabey
& Coombs, L.C., in Salt Lake City, Utah, to approve the Plan and Agreement.
At such meeting, a majority of the shareholders were in attendance either in
person or by proxy. A quorum was declared and a majority of those entitled to
vote approved the merger and change of domicile transaction. Having obtained
approval of the Plan and Agreement by a majority of our shareholders and having
filed Articles of Merger with the Nevada Secretary of State, the Secretary of
State of Nevada stamped and accepted the Articles of Merger on April 13, 2004.
These Articles of Merger were then filed with and stamped by the State of Utah
on April 19, 2004. The merger transaction was effective by operation of law on
the date that the Articles of Merger were accepted for filing by both states,
namely, April 19, 2004. Among other things, this transaction changed our par
value per share back to a mill or $0.001.
4
Because
there had been 9,819,779 shares issued and outstanding as of the day prior to
the effective date of the merger, this figure, as a result of the merger, and
rounding fractional shares up to the next highest share, translated into a total
of 281,346 shares. Furthermore, because the Agreement and Plan provided that any
fractional shares resulting from the merger would be rounded up to the next
nearest share, our transfer agent, Atlas Stock Transfer, advised that it also
issued the necessary additional shares that resulted in a total of 281,346
post-merger shares.
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"). See Exhibit 10.1 attached to this
document, a copy of said Mining Lease Agreement. Entering into this lease
agreement was NOT an arm's length transaction because the immediate family of
Mr. Coombs, our president and chairman of the board, owns and controls these
mineral claims so leased to us. See Item 13 of Part III below titled "Certain
Relationships and Related Transactions, and Director Independence." 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.
Pursuant
to the aforementioned mining lease agreement with North Beck Joint Venture, LLC,
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. See Item 2 below titled " Property." Fairly extensive, though
somewhat antiquated, knowledge exists regarding the North Beck Claims. This is
because, among other reasons, during the late 1950's, the North Beck Claims were
part of the so- called "Jenny Lind Project," a project that involved extensive
exploration and development in an area known as Jenny Lind Canyon by The Bear
Creek Mining Company.
Immediately
upon consummation of the merger/change of domicile transaction, North Beck was
issued, as mining lease consideration, a total of 5,000,000 "restricted" shares
in the surviving Nevada corporation, a stock issuance that made North Beck Joint
Venture our largest shareholder. See mining lease attached to this Annual Report
as Exhibit 10.1. As repeatedly set forth elsewhere in this document, our
president and sole director, John Michael Coombs, both directly and indirectly
controls North Beck, the owner of the North Beck Claims. See Item 13 of Part III
below titled "Certain Relationships and Related Transactions, and Director
Independence."
As a
result of a change in control in February, 2010, in which Coron Capital, LLC
purchased 5,000,000 of the Company’s 5,281,346 outstanding shares of common
stock, the Company's current principal business activity is to seek a suitable
acquisition candidate through acquisition, merger, reverse merger or other
suitable business combination method. The Company disposed of the
North Beck Claims in connection with the change in control.
As a
"reporting company," the Company may be more attractive to a private acquisition
target because its common stock is eligible to be quoted on the OTC Bulletin
Board although there is no assurance it will be quoted. As a result of filing
this Registration Statement, the Company is obligated to file with the
Securities and Exchange Commission (the "Commission") certain periodic reports,
including an annual report containing audited financial statements. The Company
anticipates that it will continue to file such reports as required under the
Exchange Act.
The
Company is a shell company that is defined under Rule 12b-2 of the Exchange Act
as a registrant, other than an asset-backed issuer, that has 1) no or nominal
operations; and 2) either (i) no or nominal assets; (ii) assets consisting
solely of cash and cash equivalents; or (iii) assets consisting of any amount of
cash and cash equivalents and nominal other assets. Private companies wishing to
become publicly traded may wish to merge with a shell company through a reverse
merger or reverse acquisition transaction whereby the shareholders of the
private company become the majority of the shareholders of the combined company.
The private company may purchase for cash all or a portion of the common shares
of the shell company from its major stockholders. Typically, the Board and
officers of the private company become the new Board and officers of the
combined Company and often the name of the private company becomes the name of
the combined entity.
The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business opportunity. The Company
intends to seek opportunities demonstrating the potential of long-term growth.
At the present time, the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.
The
Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy, either currently or in the reasonably near future, the
minimum tangible asset requirement in order to qualify shares for trading on
NASDAQ or on an exchange such as the American Stock Exchange (See the subsection
of this Item 1 called “Investigation and Selection of Business Opportunities”).
The Company anticipates that the business opportunities presented to it will
either (i) be in the process of formation, or be recently organized with limited
operating history or a history of losses attributable to under-capitalization or
other factors; (ii) experiencing financial or operating difficulties; (iii) be
in need of funds to develop new products or services or to expand into a new
market, or have plans for rapid expansion through acquisition of competing
businesses; or (iv) have other similar characteristics. The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued or that it believes may realize a substantial benefit from
being publicly owned. Given the above factors, investors should expect that any
acquisition candidate may have little or no operating history, or a history of
losses or low profitability.
5
The
Company does not propose to restrict its search for investment opportunities to
any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. The Company's
discretion in the selection of business opportunities is unrestricted, subject
to the availability of such opportunities, economic conditions and other
factors.
Any
entity which has an interest in being acquired by, or merging into the Company,
is expected to be an entity that desires to become a public company and
establish a public trading market for its securities. In connection with such a
merger or acquisition, it is highly likely that an amount of stock constituting
control of the Company would either be issued by the Company or be purchased
from the current principal stockholder of the Company by the acquiring entity or
its affiliates. If stock is purchased from the current principal stockholder,
the transaction is likely to result in substantial gains to the current
principal stockholder relative to its purchase price for such stock. In the
Company's judgment, none of the officers and directors would thereby become an
underwriter within the meaning of the Section 2(11) of the Securities Act of
1933, as amended, as long as the transaction is a private transaction rather
than a public distribution of securities. The sale of a controlling interest by
the principal stockholder of the Company would occur at a time when minority
stockholders are unable to sell their shares because of the lack of a public
market for such shares.
Depending
upon the nature of the transaction, the current officers and directors of the
Company may resign their management and board positions with the Company in
connection with a change of control or acquisition of a business
opportunity
. In the
event of such a resignation, the Company's current management would thereafter
have no control over the conduct of the Company's business.
It is
anticipated that business opportunities will come to the Company's attention
from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
INVESTIGATION
AND SELECTION OF BUSINESS OPPORTUNITIES
To a
large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the business opportunity will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of a
variety of factors, including, but not limited to, the possible need to expand
substantially, shift marketing approaches, change product emphasis, change or
substantially augment management, raise capital and the like.
It is
anticipated that the Company will not be able to diversify, but will essentially
be limited to the acquisition of one business opportunity because of the
Company's limited financing. This lack of diversification will not permit the
Company to offset potential losses from one business opportunity against profits
from another, and should be considered an adverse factor affecting any decision
to purchase the Company's securities.
Certain
types of business acquisition transactions may be completed without any
requirement that the Company first submit the transaction to the stockholders
for their approval. In the event the proposed transaction is structured in such
a fashion that stockholder approval is not required, holders of the Company's
securities (other than principal stockholders holding a controlling interest)
should not anticipate that they will be provided with financial statements or
any other documentation prior to the completion of the transaction. Other types
of transactions may require prior approval of the stockholders.
In the
event a proposed business combination or business acquisition transaction
requires stockholder approval, the Company will be required to prepare a Proxy
or Information Statement describing the proposed transaction, file it with the
Securities and Exchange Commission for review and approval, and mail a copy of
it to all Company stockholders prior to holding a stockholders meeting for
purposes of voting on the proposal or if no stockholders meeting will be held,
prior to consummating the proposed transaction. Minority shareholders may have
the right, in the event the transaction is approved by the required number of
stockholders, to exercise statutory dissenter's rights and elect to be paid the
fair value of their shares.
The
analysis of business opportunities will be undertaken by or under the
supervision of the Company's officers and directors, none of whom are
professional business analysts (See the section of this Item 1 called
“Management”). Although there are no current plans to do so, Company management
might hire an outside consultant to assist in the investigation and selection of
business opportunities, and might pay a finder's fee. Since Company management
has no current plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have been
adopted regarding use of such consultants or advisors, the criteria to be used
in selecting such consultants or advisors, the services to be provided, the term
of service, or the total amount of fees that may be paid. However, due to the
limited resources of the Company, it is likely that any such fee the Company
agrees to pay would be paid in stock and not in cash.
6
Otherwise,
in analyzing potential business opportunities, Company management anticipates
that it will consider, among other things, the following factors:
*
Potential for growth and profitability indicated by new technology, anticipated
market expansion, or new products;
* the
Company's perception of how any particular business opportunity will be received
by the investment community and by the Company's stockholders;
*
whether, following the business combination, the financial condition of the
business opportunity would be, or would have a significant prospect in the
foreseeable future of becoming, sufficient to enable the securities of the
Company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15g-9 adopted by the
Securities and Exchange Commission;
* capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements, or from other
sources;
* the
extent to which the business opportunity can be advanced;
*
competitive position as compared to other companies of similar size and
experience within the industry segment as well as within the industry as a
whole;
*
strength and diversity of existing management or management prospects that are
scheduled for recruitment;
* the
cost of participation by the Company as compared to the perceived tangible and
intangible values and potential; and
* the
accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.
The
Company is unable to predict when it may participate in a business opportunity.
It expects, however, that the analysis of specific proposals and the selection
of a business opportunity may take several months or more.
Prior to
making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the
business opportunity containing as much relevant information as possible,
including, but not limited to, such items as a description of products, services
and Company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such Company and its
affiliates during the relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements, or
if they are not available, unaudited financial statements, together with
reasonable assurance that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days following
completion of a merger or acquisition transaction; and the like.
As part
of the Company's investigation, the Company's executive officers and directors
may meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.
It is
possible that the range of business opportunities that might be available for
consideration by the Company could be limited by the impact of Securities and
Exchange Commission regulations regarding purchase and sale of penny stocks. The
regulations would affect, and possibly impair, any market that might develop in
the Company's securities until such time as they qualify for listing on NASDAQ
or on an exchange which would make them exempt from applicability of the penny
stock regulations.
Company
management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current stockholders, acquisition
candidates which have long-term plans for raising capital through public sale of
securities and believe that the possible prior existence of a public market for
their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash,
and believe that the possibility of development of a public market for their
securities will be of assistance in that process. Acquisition candidates, which
have a need for an immediate cash infusion, are not likely to find a potential
business combination with the Company to be an attractive
alternative.
FORM OF
ACQUISITION
It is
impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be reviewed as well
as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of the review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to, leases, purchase and sale agreements, licenses, joint
ventures and other contractual arrangements. The Company may act directly or
indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization. In addition, the present management and stockholders of the
Company most likely will not have control of a majority of the voting stock of
the Company following a merger or reorganization transaction. As part of such a
transaction, the Company's existing directors may resign and new directors may
be appointed without any vote by stockholders.
7
It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called B tax free reorganization under the Internal
Revenue Code of 1986 as amended, depends upon the issuance to the stockholders
of the acquired Company of a controlling interest (i.e., 80% or more) of the
common stock of the combined entities immediately following the reorganization.
If a transaction were structured to take advantage of these provisions rather
than other tax free provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
stockholders.
It is
anticipated that any new securities issued in any reorganization would be issued
in reliance upon one or more exemptions from registration under applicable
federal and state securities laws to the extent that such exemptions are
available. In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either at the
time the transaction is consummated or under certain conditions at specified
times thereafter. The issuance of substantial additional securities and their
potential sale into any trading market that might develop in the Company's
securities may have a depressive effect upon such market.
The
Company will participate in a business opportunity only after the negotiation
and execution of a written agreement. Although the terms of such agreement
cannot be predicted, generally such an agreement would require specific
representations and warranties by all of the parties thereto, specify certain
events of default, detail the terms of closing and the conditions which must be
satisfied by each of the parties thereto prior to such closing, outline the
manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
As a
general matter, the Company anticipates that it, and/or its principal
stockholders will enter into a letter of intent with the management, principals
or owners of a prospective business opportunity prior to signing a binding
agreement. Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind any of the parties to consummate the transaction.
Execution of a letter of intent will by no means indicate that consummation of
an acquisition is probable. Neither the Company nor any of the other parties to
the letter of intent will be bound to consummate the acquisition unless and
until a definitive agreement is executed. Even after a definitive agreement is
executed, it is possible that the acquisition would not be consummated should
any party elect to exercise any right provided in the agreement to terminate it
on specific grounds.
It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs incurred in the
related investigation would not be recoverable. Moreover, because many providers
of goods and services require compensation at the time or soon after the goods
and services are provided, the inability of the Company to pay until an
indeterminate future time may make it impossible to produce goods and
services.
COMPETITION
The
Company expects to encounter substantial competition in its efforts to locate
attractive business combination opportunities. The competition may in part come
from business development companies, venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these types of organizations are likely to be in a better position than the
Company to obtain access to attractive business acquisition candidates either
because they have greater experience, resources and managerial capabilities than
the Company, because they are able to offer immediate access to limited amounts
of cash, or for a variety of other reasons. The Company also will experience
competition from other public companies with similar business purposes, some of
which may also have funds available for use by an acquisition
candidate.
EMPLOYEES
The
Company currently has no employees other than John Hickey who acts as the CEO
and CFO of the Company. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need to engage
any full-time employees so long as it is seeking and evaluating business
opportunities. The need for employees and their availability will be addressed
in connection with the decision whether or not to acquire or participate in
specific business opportunities.
8
ITEM
2. PROPERTY.
Executive
Offices/Facilities.
Our
executive office was located at 3098 South Highland Drive, Suite 323, Salt Lake
City, Utah, 84106-6001 during the fiscal year ended December 31, 2009. Our
executive office is now located at 946 E 1300 N, Mapleton, UT
84664. Our telephone number is 801-592-4014. This is also the
business office address of our CEO and sole director. We pay no rent for the use
of this address or facility. We do not believe that we will need to maintain any
other or additional office at any time in the foreseeable future in order to
carry out our plan of operations described in this document. We believe that the
current facilities provided by our president are adequate to meet our needs
until we become more fully operational.
ITEM
3. LEGAL PROCEEDINGS.
There are
presently no pending legal proceedings to which we or any officer, director or
major stockholder is a party or to which any of our mineral claims is subject
and, to the best of our knowledge, information and belief, no such actions
against us are contemplated or threatened.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We did
not submit any report, proxy statement or information statement to security
holders during the fiscal year ended December 31, 2008.
We are
subject to the information reporting requirements of the Securities Exchange Act
of 1934 (the "Exchange Act"), and, in accordance therewith, we file reports and
other information with the Commission. Reports and other information filed by
the issuer with the Commission can be inspected and copied at the Commission's
Public Reference Library in the Commission's own building located at 100 F
Street, N.E., Washington, D.C. 20549. Copies of such material can be obtained
from the Public Reference Section of the Commission at prescribed rates. An
interested person may also obtain information about the operation of the Public
Reference Room by calling the Commission at 1-800- SEC-0330.
Inasmuch
as we are an electronic filer, and the Commission maintains an Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission, an interested
person may access this material electronically by means of the Commission's home
page on the Internet at www.sec.gov.com. To facilitate such access for an
interested person, our CIK number is 0001301838. As of the date of this filing,
we have not established our own web address or web page nor do we have any
plans, at present, to do so.
PART
II
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.
Market
Information.
Since
2006, our common shares have been quoted on the Over-the-Counter Bulletin Board
(OTCBB) administered by the Financial Regulatory Authority (FINRA) under the
symbol VHMC.OB. The following table sets forth the the trading activity in our
stock over the last two fiscal years as reported by the OTC Bulletin Board, and
represents prices between dealers that do not include retail markups, markdowns
or commissions, and may not necessarily represent actual transactions at the
indicated prices:
|
VHMC
- VALLEY HIGH MINING
|
Years
Ending December 2008 and 2009
|
| BID | ASK | PRICE | ||||||||||||||||||||||||||||||||||||||
|
END
DATE
|
HIGH
|
LOW
|
CLOSE
|
HIGH
|
LOW
|
CLOSE
|
HIGH
|
LOW
|
CLOSE
|
VOLUME
|
||||||||||||||||||||||||||||||
|
12/31/2008
|
0.22 | 0.22 | 0 | 0.51 | 0.51 | 0 | 0.22 | 0.22 | 0.22 | 4,000 | ||||||||||||||||||||||||||||||
|
09/30/2008
|
0.22 | 0.22 | 0 | 0.51 | 0.51 | 0 | - | - | - | 0 | ||||||||||||||||||||||||||||||
|
06/30/2008
|
0.22 | 0.2 | 0 | 0.51 | 0.51 | 0 | - | - | - | 0 | ||||||||||||||||||||||||||||||
|
03/31/2008
|
0.21 | 0.2 | 0 | 0.51 | 0.51 | 0 | 0.21 | 0.2 | 0.21 | 1,123 | ||||||||||||||||||||||||||||||
|
12/31/2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
|
09/30/2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
|
06/30/2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
|
03/31/2009
|
0.22 | 0 | 0 | 0.51 | 0 | 0 | 0.22 | 0 | 0 | 11,000 | ||||||||||||||||||||||||||||||
9
Currently,
there are 5,281,346 shares of our common stock issued and outstanding. As of the
date of this Annual Report, only 281,346 of these shares may be sold without
restriction. This is because all such 281,346 shares have been issued and
outstanding for over 20 years. As to the additional 5,000,000 "restricted"
shares currently issued and outstanding, these shares are held by Coron capital,
LLC. These 5,000,000 "restricted" shares represent approximately 94.7% of our
total number of issued and outstanding shares and are held by insiders and
affiliates.
At
present, none of our officers and directors own or control any shares that are
not "restricted" or which do NOT bear a restrictive legend.
Of the
5,281,346 shares issued and outstanding, 5,000,000 are "restricted." Those
281,346 shares that are not "restricted" have been issued and outstanding for as
long as 20 years.
We
currently have no outstanding warrants, options, incentive stock option or
employee compensation plans of any kind or nature. At the same time, and though
there are currently no plans to do so, no assurance can be given that such
derivative securities will not be issued in the future.
There are
no plans, proposals, arrangements or understandings with any person, including
any securities broker-dealer or anyone associated with a broker-dealer,
concerning the development of a trading market in our common capital stock, nor
have there ever been any such plans, proposals, arrangements or
understandings.
Holders.
According
to our stock transfer agent, Standard Registrar & Transfer in Draper, Utah.,
as of the date of this Annual Report, there were approximately 1139 holders of
record of our common capital stock.
Description of Our
Securities.
Our
authorized capital stock consists of 50,000,000 shares of common capital stock,
$0.001 par value, of which 5,281,346 shares are considered issued and
outstanding as of our fiscal year-end, December 31, 2008. No new shares were
issued by the Company in 2009.
We have
no preferred shares issued or authorized.
Voting
Rights.
Stockholders
are entitled to one (1) vote on all matters to be voted upon for each share of
common stock held. The shares do not have the right to cumulative voting for
directors, meaning that holders of more than 50 percent of the shares voting for
the election of directors can elect all of the directors if they choose to do
so.
Liquidation
Rights.
In the
event of liquidation, dissolution or a winding up of us or our affairs, holders
of common stock would be entitled to receive pro rata all of our remaining
assets that are available and distributable to the shareholders after first
satisfying claims of creditors and anyone else having rights that are superior
to those of the common stockholders.
Preemptive
Rights.
Stockholders
do NOT have a preemptive right to acquire our unissued shares of common
stock.
Dividends and Dividend
Policy.
Our Board
of Directors has NOT declared or paid cash dividends or made distributions in
the past and we do not anticipate that we will pay cash dividends or make
distributions to shareholders in the foreseeable future. We currently intend to
retain and invest future earnings, if any, to finance our
operations.
The
holders of our common stock are entitled to receive such lawful dividends as may
be declared by the Board of Directors. As of this date, no such dividends have
been declared nor does management believe it likely that dividends will be
declared in the near or distant future. The payment of any future dividends will
depend upon, among other things, future earnings, capital requirements, our
financial condition and general business conditions. As a result, there can be
no assurance that any dividends on common stock will be paid in the future. We
also have no redemption or sinking fund provisions applicable to any shares of
common stock.
10
Securities Authorized for
Issuance under Equity Compensation Plans.
We have
NOT authorized any securities for issuance under any equity or other
compensation plans of any type or nature, inasmuch as we have NOT adopted any
such incentive or compensation plans and have no intention, at present, to do
so.
Recent Sales of Unregistered
Securities.
None.
Use of Proceeds of
Registered Securities.
None; not
applicable.
Purchases of Equity
Securities by Us and Affiliated Purchasers.
ITEM
6. SELECTED FINANCIAL DATA.
Responding
to this item is not required for smaller reporting companies.
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF
OPERATIONS.
The
Company's current principal business activity is to seek a suitable reverse
acquisition candidate through acquisition, merger or other suitable business
combination method.
It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate
entity. However, there is no legal obligation for either management
or significant stockholders to provide additional future
funding. Should this pledge fail to provide financing, the Company
has not identified any alternative sources. Consequently, there is
substantial doubt about the Company's ability to continue as a going
concern.
The
Company's need for capital may change dramatically as a result of any business
acquisition or combination transaction. There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future. Further, there can be no
assurance that the Company would be successful in consummating any acquisition
on favorable terms or that it will be able to profitably manage the business,
product, technology or company it acquires.
The
Company's current purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
an Exchange Act registered corporation. As of the date of this Annual
Report on Form 10-K, the Company has no particular acquisitions in mind and has
not entered into any negotiations regarding such an acquisition, and neither the
Company's sole officer and director nor any promoter and affiliate has engaged
in any negotiations with any representatives of the owners of any business or
company regarding the possibility of a merger or acquisition between the Company
and such other company.
Pending
negotiation and consummation of a combination, the Company anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior
to a combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the
Company's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.ITEM 7A. QUANTATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No
response to this item is required for smaller reporting companies.
11
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
ITEM
9A AND 9A(T). CONTROLS AND PROCEDURES.
Our
management evaluated the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this Annual Report. Based on
that evaluation, management concluded that our disclosure controls and
procedures as of the end of the period covered by the Annual Report were
effective such that the information required to be disclosed by us in our
reports filed under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms and (ii)
accumulated and communicated to our management as appropriate to allow timely
decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.
Management's Annual Report
on Internal Control Over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15)(f) under the
Exchange Act). Our internal control system is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation and fair presentation of financial statements under
accounting principles generally accepted in the United States.
All
internal controls over financial reporting, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention or overriding of controls. Therefore, even effective
internal control over financial reporting can provide only reasonable, and not
absolute, assurance with respect to financial statement preparation and
presentation. Further, because of changes in conditions, the
effectiveness of internal controls over financial reporting may vary over time.
Because of its inherent limitations, internal control over financial reporting
may also fail to prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance
of achieving their control objectives.
Our
management, including our chief executive officer and chief financial officer,
assessed the effectiveness of our internal control over financial reporting as
of March 1, 2010. In making its assessment of internal control over
financial reporting, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated
Framework. Based on this evaluation, our management concluded
that, as of December 31, 2009, our internal control over financial reporting was
effective.
This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management’s report in this annual report.
Changes in Internal Control
Over Financial Reporting.
There
have been no changes in internal control over financial reporting.
ITEM
9B. OTHER INFORMATION.
PART
III
Executive
Officers and Directors
The
current and only director and officer of Valley High is as follows:
|
|
||
|
Directors
and Executive Officers
|
Position/Title
|
Age
|
|
John
Thomas Hickey
|
President,
Chief Executive Officer, Secretary and Treasurer, CFO and
Director
|
46
|
12
There are
no family relationships among our directors or executive officers; however, Mr.
Hickey is the brother of one of the owners of Coron Capital, LLC
which will become our majority shareholder.
All our
directors hold office until the next annual meeting of shareholders of the
Company, and until their successors have been qualified after being elected or
appointed. Officers serve at the discretion of our board of
directors.
Mr. Hickey serves as the
Company’s sole Director, CEO, president, CFO, Secretary and Treasurer. In
February 2010 John Hickey became an independent contractor in the financial
services sector. From 2007 to 2010, Mr. Hickey worked as a finance manager
for StoresOnline, an internet consulting and hosting company. From 1993 to
2007, as Marketing Director, Mr. Hickey led the marketing department at Q Comm
International, a telecom technology company that went public in 1998 and was
listed on the American Stock Exchange (AMEX). Mr. Hickey created an
in-house media buying agency that immediately cut advertising costs 15% while
gaining direct negotiation access to media outlets including TV, radio and
print. He developed a pin-point tracking system that optimized more than
$5 million in direct response advertising and outperformed the company’s leading
competitor within 3 months on a cost-per-lead basis. In 1997, Mr. Hickey
co-founded NetQuest Consultants, an internet education company he built to
profitability and sold. Mr. Hickey has a Bachelor of Science degree from Brigham
Young University (1989) and an MBA from the University of Arizona (1993) with a
specialization in entrepreneurship and a concentration in
marketing.
None is
currently involved in any litigation nor has any been involved in any litigation
that would have a bearing on any such person's fitness or other ability to act
and serve as a director or officer us.
All of
our directors hold office until the next annual meeting of shareholders of the
Company, and until their successors have been qualified after being elected or
appointed. Officers serve at the discretion of our board of
directors.
Board Meetings and
Committees.
After
October 24, 2003, the then-existing Board of Directors of what was then known as
"Valley High Oil, Gas & Mining, Inc.," a Utah corporation, met and also
conversed on the phone. These members of the Board of Directors, which
consisted, at that time, of three individuals, attended or were present at all
meetings held; in particular, all were present at the shareholders' meeting held
on March 26, 2004. Action taken by the Board since October 24, 2003, was
generally implemented by written consent. On April 19, 2004, the effective date
of our domicile change to Nevada, we became known as "Valley High Mining
Company." As per the terms and conditions of the change of domicile transaction,
we reduced our board members to one (1), for the time being, namely, Mr. Coombs.
The purpose of this is for ease of operation during the registration statement
process and this transition period. The current Board of Directors (currently
consisting of Mr. Coombs only) has established no committees. After the
effective date of the change of domicile transaction, Mr. Coombs, as our only
board member, appointed himself as our president, CEO, secretary/treasurer and
Chief Financial Officer (CFO) for the ensuing year. In February,
2010. Mr. Coombs appointed Mr. Hickey as the Company’s sole director and
resigned.
As set
forth in our Nevada Articles of Incorporation and Bylaws, copies of which are
attached to our original 10-SB registration statement as exhibits, all directors
hold office until the next annual meeting of stockholders or until their
successors have been duly elected and qualified. There are no agreements with
respect to the election of directors. Though we have not compensated any
director for his or her service on the board of directors or any committee,
directors are entitled to be reimbursed for expenses incurred for attendance at
meetings of the board of directors and any committee of the board of directors.
Due to our current lack of capital resources, our current director and any
future directors will likely defer his, her or their expenses and any
compensation due and owing them, if any. We currently have no standing
committees.
Compliance with Section
16(a) of the Securities Exchange Act of 1934.
Section
16(a) of the Securities and Exchange Act of 1934 requires officers, directors,
and persons who own more than ten percent (10%) of the issuer's common stock to
file initial reports of beneficial ownership and to report changes in such
ownership with the Commission and the NASD. These persons are also required to
furnish the Company with copies of all Section 16(a) forms they file. These
requirements commenced upon the effective date of the Company's Form 10-SB/A
registration statement. We are not aware of any
late or missed filings due under Section 16(a) for the fiscal year ended
December 31, 2009.
Director and Officer
Liability Limitation.
Our
Articles of Incorporation and Bylaws, both of which were exhibits to our
original registration statement on Form 10-SB, limit the personal liability of
directors, officers and our shareholders to the full extent allowed by Nevada
law. This is a risk factor that an investor or potential investor should
consider because it means that a disgruntled or injured investor's remedies may
not be as significant or meaningful as might otherwise be the case in the
absence of these statutory and common law protections. Reference is made to Risk
Factor No. 10 in the beginning of this document above titled "Indemnification of
Officers and Directors."
13
Corporate
Governance.
We have
no change in any state law or other procedures by which security holders may
recommend nominees to our board of directors. In addition to having no
nominating committee for this purpose, we currently have no specific audit
committee and no audit committee financial expert. Based on the fact that our
current business affairs are simple and we do not issue a lot of checks during
any quarter and have no income from mining or other operations, any such
committees are excessive and beyond the scope of our business and needs.
ITEM
11. EXECUTIVE COMPENSATION.
Because
there is no compensation to disclose under this Item, we have not prepared a
Summary Compensation Table or any other compensation table as would otherwise be
required under Release Nos. 33-8765, the recent Commission release that requires
more detailed executive and director compensation disclosure.
We have
NOT adopted a bonus, stock option, profit sharing, equity award at fiscal
year-end, share-based, grants of plan-based program or deferred compensation
plan of any sort for the benefit of our employees, officers or directors. This,
however, does not mean that we will not do so in the future. Further, we have
not entered into an employment agreement of any kind with any of our directors
or officers or any other persons and no such agreements are anticipated in the
immediate or near future.
Absence of Management
Employment Agreements and Compensation.
We do not
pay any of our officers any salary. We do not provide any other benefits to our
officers. We do not have any written agreements with any of our officers and
directors. Our officers and directors may engage in other businesses, either
individually or through partnerships, limited liability companies, or
corporations in which they have an interest, hold an office or
serve on boards of directors of other companies or entities. All officers and
directors have other business interests to which they devote their
time.
Mr.
Coombs, our former sole officer and director, received no compensation for
service as an officer for the year ended December 31, 2009.
Other Key Advisors and
Consultants.
We have
access to several outside professional firms that can counsel us and provide
important advice during our exploration stage. The terms of engagement of these
firms will be determined from time to time as their services may be
required. So far, no such persons’ services have been
sought.
Remuneration and
Compensation of Directors.
Mr.
Hickey currently does not receive any compensation, but may receive compensation
for his services as determined in the future. This is also true of any officers
or directors that join Mr. Hickey and also end up serving on our board. As
stated above, all directors are entitled to be reimbursed for any out-of-pocket
expenses incurred by them in behalf of the Company.
There are
no standard arrangements pursuant to which our directors are compensated for any
services provided as director, including services for committee participation or
for special assignments. Our directors received no compensation for service as
directors for the year ended December 31, 2009.
Outstanding
Equity Awards at Fiscal Year-End.
None; not
applicable.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The
following table sets forth information, to the best of our knowledge, as of the
date of this document, with respect to each person known to be the owner of more
than 5% of common capital stock of us, each director and officer, and all
executive officers and directors of us as a group. As of the date of this
document there are 5,281,346 common capital shares issued and outstanding.
14
|
Name
of Beneficial Owner
|
Number
of Shares of Common
Stock Beneficially* owned |
Percent
of Ownership of Common Stock Outstanding
|
|
Coron
Capital, LLC (1)
2435
Scenic Drive
Salt
Lake City, Utah 84109
|
5,000,000(2)
|
94.7%
|
|
John
Hickey
|
0
|
0%
|
*
Beneficial ownership is determined in accordance with the rules and regulations
of the U.S. Securities and Exchange Commission (SEC) and generally includes
voting or investment power with respect to securities. Shares of common stock
issuable upon the exercise of options or warrants currently exercisable, or
exercisable or convertible within 60 days, are also deemed outstanding for
computing the percentage ownership of the person holding such options or
warrants but are not deemed outstanding for computing the percentage ownership
of any other person. Having said this, the Company has no outstanding stock
options, warrants or compensation plans of any kind.
(1) Mr.
Hickey is the brother of one of the owners of Coron Capital, LLC.
(2) This
figure represents the 5,000,000 "restricted" shares acquired from John Michael
Coombs in February, 2010.
We are
not aware of any other stockholder-related matters to disclose in this Item in
addition to what is already disclosed elsewhere in this document.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Transactions with Related
Persons.
Except
for the lease acquisition of the North Beck Claims owned and controlled by our
former president and his immediate family, there have been no other transactions
between us and the directors or officers or any member of any such person's
immediate family.
No Parents or Subsidiaries
of the Issuer.
We have
no parent or subsidiary corporation.
Transactions with Promoters
and Control Persons.
During
our last five fiscal years and other than we have already disclosed in this
Report or in our Form 10-SB/A, there have been no material transactions or
series of similar transactions, nor are there any currently proposed
transactions, in which we were or will be a party and in which the amount
involved exceeded $60,000 and further, in which any promoter or founder of ours,
such as Mr. Coombs or any member of his immediate family, had an interest.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Aggregate
fees for professional services rendered us by Pritchett, Siler & Hardy,
Certified Public Accountants, for the years ended December 31, 2009 and 2008 are
set forth below. The aggregate fees included in the Audit category are fees
billed for the year-end audit of our annual financial statements and review of
financial statements and statutory and regulatory filings or engagements. The
aggregate fees included in each of the other categories are fees billed in the
calendar years indicated.
|
Fee
Category
|
2009
|
2008
|
||||||
|
Audit
Fees
|
$ | 8500 | $ | 7830 | ||||
|
Audit-related
Fees
|
0 | 0 | ||||||
|
Tax
Fees
|
0 | 0 | ||||||
|
All
Other Fees
|
0 | 0 | ||||||
|
Total
Fees
|
$ | 8500 | $ | 7830 | ||||
Audit
fees for the years ended December 31, 2009 and 2008 were for professional
services rendered for the audits of our financial statements, quarterly review
of the financial statements included in the Quarterly Reports on Form 10-Q,
consents and other assistance required to complete the year- end audit of our
financial statements.
Audit-Related
Fees as of the years ended December 31, 2009 and 2008 were for the assurance and
related services reasonably related to the performance of the audit or review of
financial statements and not reported under the caption Audit Fees.
Tax Fees
as of the years ended December 31, 2009 and 2008 were for professional services
related to tax compliance, tax authority audit support and tax
planning.
15
There
were no fees that were classified as All Other Fees as of the years ended
December 31, 2009 and 2008.
As we do
not have a formal audit committee, the services described above were not
approved by the audit committee under the de minimus exception provided by Rule
2-01(c) (7)(i)(C) under Regulation S-X. Further, as we do not have a formal
audit committee, we do not have, at this time, audit committee pre- approval
policies and procedures.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The
following Exhibits are filed as a part of this Annual Report on Form 10-K:
|
Exhibit
Number
|
Description*
|
|
31
|
Sarbanes-Oxley
Section 302 Certification
|
|
32
|
Sarbanes-Oxley
Section 906
Certification
|
16
VALLEY
HIGH MINING COMPANY
[An Exploration Stage
Company]
FINANCIAL
STATEMENTS
For
the year ended
DECEMBER
31, 2009
17
VALLEY
HIGH MINING COMPANY
[An Exploration Stage
Company]
CONTENTS
|
PAGE
|
|||||||
| — |
Report of Independent Registered
Public
|
||||||
|
Accounting
Firm
|
1 | ||||||
| — |
Balance Sheets, December 31, 2009
and 2008
|
2 | |||||
| — |
Statements of Operations, for the
years ended
|
||||||
|
December 31, 2009 and 2008 and
for the
|
|||||||
|
period from re-entering of
exploration stage
|
|||||||
|
on April 19, 2004 through
December 31, 2009
|
3 | ||||||
| — |
Statement of Stockholders’ Equity
(Deficit),
|
||||||
|
for the period from re-entering
of exploration
|
|||||||
|
stage on April 19, 2004 through
December 31, 2009
|
4 | ||||||
| — |
Statements of Cash Flows, for the
years ended
|
||||||
|
December 31, 2009 and 2008 and
for the
|
|||||||
|
period from re-entering of
exploration stage
|
|||||||
|
on April 19, 2004 through
December 31, 2009
|
5 | ||||||
| — |
Notes to Financial
Statements
|
6 - 10 | |||||
18
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Valley
High Mining Company
Mapleton,
Utah
We have
audited the accompanying balance sheets of Valley High Mining Company [an exploration stage company]
as of December 31, 2009 and 2008 and the related statements of operations,
stockholders' equity (deficit) and cash flows for each of the years in the
two-year period ended December 31, 2009 and for the period from the re-entering
of exploration stage on April 19, 2004 through December 31, 2009. Valley High
Mining Company’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Valley High Mining Company as of
December 31, 2009 and 2008 and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2009 and for the
period from the re-entering of exploration stage on April 19, 2004 through
December 31, 2009, in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming Valley High Mining
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, Valley High Mining Company has incurred losses since its
inception and has not yet established profitable operations. These
factors raise substantial doubt about the ability of the Company to continue as
a going concern. Management’s plans in regards to these matters are
also described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
PRITCHETT,
SILER & HARDY, P.C.
Salt Lake
City, Utah
March 31,
2010
19
VALLEY
HIGH MINING COMPANY
[An Exploration Stage
Company]
BALANCE
SHEETS
ASSETS
|
December
31,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
|
$ | 43 | $ | 16 | ||||
|
Total
Current Assets
|
43 | 16 | ||||||
|
|
$ | 43 | $ | 16 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable
|
$ | 215 | $ | - | ||||
|
Related
party advances
|
69,292 | 57,867 | ||||||
|
Total
Current Liabilities
|
69,507 | 57,867 | ||||||
|
STOCKHOLDERS'
EQUITY (DEFICIT):
|
||||||||
|
Common
stock, $.001 par value, 50,000,000 shares authorized, 5,281,346 shares
issued and outstanding at December 31,2009 and 2008
|
5,281 | 5,281 | ||||||
|
Capital
in excess of par value
|
746,093 | 746,093 | ||||||
|
Retained
deficit
|
(751,374 | ) | (751,374 | ) | ||||
|
Deficit
accumulated during the
|
||||||||
|
exploration
stage
|
(69,464 | ) | (57,851 | ) | ||||
|
Total
Stockholders' Equity (Deficit)
|
(69,464 | ) | (57,851 | ) | ||||
|
|
$ | 43 | $ | 16 | ||||
The
accompanying notes are an integral part of these financial
statements.
20
VALLEY
HIGH MINING COMPANY
[An Exploration Stage
Company]
STATEMENTS
OF OPERATIONS
|
For the Year Ended December
31,
|
||||||||||||
|
2009
|
2008
|
From the
Re-entering of Exploration Stage on April 19, 2004 Through December 31, 2009 |
||||||||||
|
REVENUE
|
$ | $ | - | $ | - | |||||||
|
EXPENSES:
|
||||||||||||
|
General
and administrative
|
11,613 | 10,946 | 69,464 | |||||||||
|
LOSS
FROM OPERATIONS
|
(11,613 | ) | (10,946 | ) | (69,464 | ) | ||||||
|
CURRENT
TAX EXPENSE
|
- | - | - | |||||||||
|
DEFERRED
TAX EXPENSE
|
- | - | - | |||||||||
|
NET
LOSS
|
$ | (11,613 | ) | $ | (10,946 | ) | $ | (69,464 | ) | |||
|
LOSS
PER COMMON SHARE
|
$ | (.00 | ) | $ | (.00 | ) | ||||||
The accompanying notes are an integral part of these financial statements.
21
VALLEY
HIGH MINING COMPANY
[An Exploration Stage
Company]
STATEMENT
OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR
THE PERIOD FROM RE-ENTERING OF EXPLORATION
STAGE
ON APRIL 19, 2004 THROUGH DECEMBER 31, 2009
|
Common Stock
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital in
Excess of Par Value |
Retained (Deficit)
|
Deficit
Accumulated During the Exploration Stage |
||||||||||||||||
|
BALANCE, April 19,
2004
|
281,313 | $ | 281 | $ | 751,093 | $ | (751,374 | ) | $ | - | ||||||||||
|
Shares
issued to acquire mining claims lease valued at shareholder carryover
basis of $ 0, April 2004
|
5,000,000 | 5,000 | (5,000 | ) | - | - | ||||||||||||||
|
Rounding
shares issued
|
33 | - | - | - | - | |||||||||||||||
|
Net
loss for the period ended December 31, 2004
|
- | - | - | - | (4,339 | ) | ||||||||||||||
|
BALANCE, December 31,
2004
|
5,281,346 | 5,281 | 746,093 | (751,374 | ) | (4,339 | ) | |||||||||||||
|
Net
loss for the period ended December 31, 2005
|
- | - | - | - | (17,295 | ) | ||||||||||||||
|
BALANCE, December 31,
2005
|
5,281,346 | 5,281 | 746,093 | (751,374 | ) | (21,634 | ) | |||||||||||||
|
Net
loss for the period ended December 31, 2006
|
- | - | - | - | (13,846 | ) | ||||||||||||||
|
BALANCE, December 31,
2006
|
5,281,346 | 5,281 | 746,093 | (751,374 | ) | (35,480 | ) | |||||||||||||
|
Net
loss for the period ended
|
||||||||||||||||||||
|
December
31, 2007
|
- | - | - | - | (11,425 | ) | ||||||||||||||
|
BALANCE, December 31,
2007
|
5,281,346 | 5,281 | 746,093 | (751,374 | ) | (46,905 | ) | |||||||||||||
|
Net
loss for the period ended
|
||||||||||||||||||||
|
December
31, 2008
|
- | - | - | - | (10,946 | ) | ||||||||||||||
|
BALANCE, December
31,
2008
|
5,281,346 | 5,281 | 746,093 | (751,374 | ) | (57,851 | ) | |||||||||||||
|
Net
loss for the period ended
|
||||||||||||||||||||
|
December
31, 2009
|
- | - | - | - | (11,613 | ) | ||||||||||||||
|
BALANCE, December
31,
2009
|
5,281,346 | $ | 5,281 | $ | 746,093 | $ | (751,374 | ) | $ | ( 69,464 | ) | |||||||||
The accompanying notes are an integral part of these financial statements.
22
VALLEY
HIGH MINING COMPANY
[An Exploration Stage
Company]
STATEMENTS OF CASH
FLOWS
|
From
the
|
||||||||||||
|
Re-entering
|
||||||||||||
|
of
Exploration
|
||||||||||||
|
Stage
on
|
||||||||||||
|
For
the Year
|
April
19, 2004
|
|||||||||||
|
Ended December
31,
|
Through
|
|||||||||||
|
December
31,
|
||||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
Cash
Flows from Operating Activities:
|
||||||||||||
|
Net
loss
|
$ | (11,613 | ) | $ | (10,946 | ) | $ | (69,464 | ) | |||
|
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||||||
|
Change
in assets and liabilities:
|
||||||||||||
|
Increase
in accounts payable
|
215 | - | 215 | |||||||||
|
Net
Cash Used By Operating Activities
|
(11,398 | ) | (10,946 | ) | (69,249 | ) | ||||||
|
Cash
Flows from Investing Activities:
|
||||||||||||
|
Net
Cash (Used) by
|
||||||||||||
|
Investing
Activities
|
- | - | - | |||||||||
|
Cash
Flows from Financing Activities:
|
||||||||||||
|
Proceeds
from common stock issuance
|
- | - | - | |||||||||
|
Proceeds
from related party advances
|
11,425 | 10,850 | 69,292 | |||||||||
|
Net
Cash Provided by
|
||||||||||||
|
Financing
Activities
|
11,425 | 10,850 | 69,292 | |||||||||
|
Net
Increase (Decrease) in Cash
|
27 | (96 | ) | 43 | ||||||||
|
Cash
at Beginning of Period
|
16 | 112 | - | |||||||||
|
Cash
at End of Period
|
$ | 43 | $ | 16 | $ | 43 | ||||||
|
Supplemental
Disclosures of Cash Flow Information:
|
||||||||||||
|
Cash
paid during the periods for:
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
|
Supplemental
Schedule of Non-cash Investing and Financing Activities:
|
||||||||||||
|
For
the year ended December 31, 2008:
|
||||||||||||
|
None
|
||||||||||||
|
For
the year ended December 31, 2009:
|
||||||||||||
|
None
|
||||||||||||
The
accompanying notes are an integral part of these financial
statements.
23
VALLEY
HIGH MINING COMPANY
[An Exploration
Stage Company]
NOTES
TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Organization - Valley High
Mining Company (“the Company”) was organized under the laws of the State of Utah
on November 14, 1979 as Valley High Oil, Gas & Minerals, Inc. The Company
was suspended for failure to file annual reports. In December 2001, all required
reports were filed and the Company was reinstated. In April 2004, the
Company merged with Valley High Mining Company, a Nevada corporation
incorporated on February 27, 2004. The Nevada Corporation became the
surviving entity. In April 2004, the Company acquired mining claims
from North Beck Joint Venture, LLC, for 5,000,000 shares of the Company’s common
stock. The mining claims cover approximately 470 acres located in the
Tintic Mining District, Juab County, Utah. The Company is currently
unable to estimate the length of time necessary to initiate an exploration stage
program and has no assurance that a commercially viable ore body exists in its
properties until appropriate geological work and testing of the mineralized
areas can support an economically feasible evaluation which the Company is
unable to perform due to a lack of working capital. The Company is considered to
have re-entered into the exploration stage on April 19, 2004. The
Company has not generated any revenues and is considered to be an exploration
stage company according to the provisions of Industry Guide 7. The Company has,
at the present time, not paid any dividends and any dividends that may be paid
in the future will depend upon the financial requirements of the Company and
other relevant factors.
Cash and Cash Equivalents -
The Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents. Mining Properties – Upon
determination of the existence of a commercially minable deposit, the Company
will capitalize pre-operating and mine development costs including acquisition
costs relating to the deposits. The Company periodically reviews its mining
property for impairment in accordance with ASC Topic No. 410, “Property Plant,
and Equipment.
Income Taxes - The Company accounts for
income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes”
(See Note 3). This statement requires an asset and liability approach for
accounting for income taxes.
The
Company adopted the provisions of ASC Topic No. 740, “Accounting for Income
Taxes”, on January 1, 2007. As a result of the implementation of ASC Topic No.
740, the Company recognized approximately no increase in the liability for
unrecognized tax benefits. The Company has no tax positions at December 31, 2009
and 2008 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 benefits in
interest expense and penalties in operating expenses. During the years ended
December 31, 2009 and 2008, the Company recognized no interest and
penalties. The Company had no accruals for interest and penalties at
December 31, 2009, and 2008.
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” [See Note
6].
24
VALLEY
HIGH MINING COMPANY
[An Exploration
Stage Company]
NOTES
TO FINANCIAL STATEMENTS
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Accounting 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, the disclosures of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimated by management.
Recently Enacted Accounting Standards
– In June 2009 the FASB established the Accounting Standards Codification
(“Codification” or “ASC”) as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in accordance with generally accepted
accounting principles in the United State (“GAAP”). Rules and
interpretive releases of the Securities and Exchange Commission (“SEC”) issued
under authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.\
Accounting
Standards Update (“ASU”) ASU No 2009-05 (ASC Topic 820, which amends Fair Value
Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU’s No. 2009-2 through ASU No. 2010-11 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.
Restatement - The financial
statements have been restated for all periods presented to reflect a 1-for-35
reverse stock split effected by the Company on April 16, 2004 [See Note 2].
NOTE 2 - CAPITAL
STOCK
Common Stock - The Company has
authorized 50,000,000 shares of common stock with a par value of
$.001. At both December 31, 2009 and December 31, 2008, respectively,
the Company had 5,281,346 shares issued and outstanding.
In April
2004, the Company issued 5,000,000 shares of common stock. The shares
were issued for a mining claims lease valued at shareholder carryover basis of
$0. Stock Split - On
April 16, 2004 the Company effected a 1-for-35 reverse stock split. The
financial statements for all periods presented have been restated to reflect the
stock split.
25
VALLEY
HIGH MINING COMPANY
[An Exploration
Stage Company]
NOTES
TO FINANCIAL STATEMENTS
NOTE
3 - INCOME TAXES
The
Company accounts for income taxes in accordance with ASC Topic No. 740, “Income
Taxes.” ASC Topic No. 740, requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of temporary
reporting differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards. The Company has available
at December 31, 2009, an operating loss carryforward of approximately $69,464,
which may be applied against future taxable income and which expires in various
years through 2029.
The
amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards, the Company has
established a valuation allowance equal to the tax effect of the loss
carryforwards and, therefore, no deferred tax asset has been recognized for the
loss carryforwards. The net deferred tax assets are approximately $10,420 and
$8,678 as of December 31, 2009 and December 31, 2008, respectively, with an
offsetting valuation allowance of the same amount. The change in the valuation
allowance during the twelve months ended December 31, 2009 is approximately
$1,742.
NOTE
4 - GOING CONCERN
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
has incurred losses since inception and currently has no on-going operations.
Further, the Company has current liabilities in excess of current
assets. These factors raise substantial doubt about the ability of
the Company to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by operations
through loans, through possible additional sales of its common stock, or through
a transaction with a mining joint venture partner in which the partner or joint
venturer would finance a mineral exploration program on the Company’s claims.
There is no assurance that the Company will be successful in raising this
additional capital or in achieving profitable operations. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
26
VALLEY
HIGH MINING COMPANY
[An Exploration
Stage Company]
NOTES
TO FINANCIAL STATEMENTS
NOTE
5 - RELATED PARTY TRANSACTIONS
Management Compensation - For
the years ended December 31, 2009 and 2008, the Company did not pay any
compensation to any officer or director of the Company. Office Space - The Company has not had a
need to rent office space. An officer/shareholder of the Company is
allowing the Company to use his office as a mailing address, as needed, at no
expense to the Company.
Related Party Advances - An
officer/shareholder of the Company has made advances to the Company and has
directly paid expenses on behalf of the Company. At December 31, 2009
and December 31, 2008, respectively, the Company owed the shareholder $69,292
and $57,867. The advances bear no interest and are due on
demand.
Mining Claims Lease - In April 2004 the Company
acquired a mining claims lease from North Beck Joint Venture, LLC, for 5,000,000
shares of the Company’s common stock. The mining claims cover approximately 470
acres located in the Tintic Mining District, Juab County, Utah. The
lease has been recorded on the books at $-0- which is the carryover basis of the
lease to the related entity. The lease has an initial 5-year term but is
renewable so long as the Company expends a minimum of $15,000 in exploration,
development or other costs in each 5-year period.
NOTE
6 - LOSS PER SHARE
The
following data show the amounts used in computing loss per share for the periods
presented:
|
For
the Year
Ended
December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Loss
from operations available to common shareholders
(numerator)
|
$ | (11,613 | ) | $ | (10,946 | ) | ||
|
Weighted
average number of common shares outstanding during the period used in loss
per share (denominator)
|
5,281,346 | 5,281,346 | ||||||
Dilutive
loss per share was not presented, as the Company had no common equivalent shares
for all periods presented that would affect the computation of diluted loss per
share.
27
VALLEY
HIGH MINING COMPANY
[An Exploration
Stage Company]
NOTES
TO FINANCIAL STATEMENTS
NOTE 7- COMMITMENTS AND
CONTINGENCIES
Contingent Liabilities - The
Company has not been active for 20 years, since it discontinued its energy
related and real estate operations. Management believes that there are no valid
outstanding liabilities from prior operations. If a creditor were to come
forward and claim a liability, the Company has committed to contest the claim to
the fullest extent of the law. Due to various statutes of limitations
and because the likelihood that a 20-year old liability would not still be
valid, no amount has been accrued in these financial statements for any such
contingencies. Further, some accounting and other records were lost during the
years of inactivity. Between 1983 and 1985 there were 18,440 shares
of common stock issued for which the exact date of issuance and valuation is not
known. Management has estimated that these shares had a fair market value of
$0.02 and $0.03 at time of issuance. The possibility exists that if the
valuation is wrong then additional paid-in capital and retained deficit could be
understated. Management does not believe that this possible misstatement would
be material to the Company.
Mining Lease Agreement - In
April 2004 the Company entered into a mining claims lease with North Beck Joint
Venture, LLC, which has an initial 5 year term but may be renewed for successive
5 year periods. Under this leasing agreement the Company shall
perform exploration, mining, development, production, processing or any other
activity which benefits the leased premises at a minimum cost of $15,000 for
each successive five-year term. All costs expended for work in excess of $15,000
for any five-year term shall accrue and be applied to the work commitment for
the next successive five-year term only. However, the maximum amount that can so
accrue for the next succeeding lease term shall be no more than $15,000. If the
Company does not perform work in the amount of the entire $15,000 minimum
expenditure, the Company shall pay lessor the amount of any such shortage in
cash. The Company also has agreed to pay the Lessor a 3.5% net smelter
production royalty on all mineral bearing ores. As part of the agreement the
Company is receiving a $30,000 credit which will apply against the production
royalty payments. In April of 2009, the Company renewed a second 5 year lease
term with the lessor, North Beck Joint Venture, LLC, and in doing so, the lessor
waived the Company’s $15,000 work commitment obligations to have been expended
on the leased property during the first or initial 5 year term.
NOTE
8- SUBSEQUENT EVENTS
Pursuant
to a February 12, 2010 Stock Purchase Agreement, Coron Capital Management LLC
purchased from John Michael Coombs Family Living Trust and North Beck Joint
Venture, LLC 5,000,000 shares of the Company’s common stock representing 94.7%
of the Company’s total outstanding shares. In connection with the stock
purchase, John Michael Coombs resigned each of his positions as an officer and
director of the Company and John Thomas Hickey was appointed as a Director, CEO
and CFO.
Coron
Capital Management, LLC plan to use the Company to seek a reverse merger or
other business combinations with a private and profitable company.
The Company has evaluated subsequent
events from the balance sheet date through the date the financial statements
were issued and determined there are no additional events to
disclose.
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SIGNATURES
In
accordance with the provisions of the Securities and Exchange Act of 1934 and
the rules and regulations promulgated thereunder, VALLEY HIGH MINING COMPANY has
duly caused this Annual Report on Form 10-K for its fiscal year ended December
31, 2009, to be signed on its behalf by the undersigned, thereunto duly
authorized.
VALLEY
HIGH MINING COMPANY, Issuer
|
Date:
|
March
31, 2010
|
By:
|
/s/
John Thomas Hickey
|
|
|
John
Thomas Hickey
|
||||
|
Chairman
of the Board, President, Chief Executive Officer (CEO) and Chief or
Principal Officer (CFO), and Principal Accounting Officer, Secretary and
Treasurer
|
||||
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