Premier Product Group, Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Premier Product Group, Inc.	Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - Premier Product Group, Inc.	v231380_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - Premier Product Group, Inc.	v231380_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Premier Product Group, Inc.	v231380_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2011

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

For the transition period from ...........to...............

Commission File Number 000-51232

VALLEY HIGH MINING COMPANY

(Exact name of registrant as specified in its charter)

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

946 E. 1300 N, Mapleton, UT 84664

(Address of principal executive offices) (Zip Code)

(801) 592-4014

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	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 ¨

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: there were 15,281,346 shares outstanding as of August 4, 2011.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Balance Sheets

(Unaudited)

	June 30,			December 31,
	2011			2010
ASSETS
CURRENT ASSETS

Cash	$	721		$	2,804
Prepaid expenses		2,500			1,437

Total Current Assets		3,221			4,241

TOTAL ASSETS	$	3,221		$	4,241

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	5,826		$	27
Notes payable - related party		20,000			10,000
Derivative liability		75,046			75,046

Total Current Liabilities		100,872			85,073

STOCKHOLDERS' DEFICIT

Common stock, $0.001 par value, 50,000,000 shares authorized, 15,281,346 shares issued and outstanding, respectively		15,281			15,281
Additional paid-in capital		837,819			817,819
Accumulated deficit		(751,374	)		(751,374	)
Deficit accumulated during the exploration stage		(199,377	)		(162,558	)

Total Stockholders' Deficit		(97,651	)		(80,832	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,221		$	4,241

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

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

													Since
													Re-entering the
													Exploration
													Stage on
													April 19, 2004
	For the Three Months Ended						For the Six Months Ended						Through
	June 30,						June 30,						June 30,
	2011			2010			2011			2010			2011
REVENUE	$	-		$	-		$	-		$	-		$	-
COST OF SALES		-			-			-			-			-

GROSS PROFIT		-			-			-			-			-

OPERATING EXPENSES

General and administrative expenses		3,993			3,818			16,819			10,145			104,297

Total Operating Expenses		3,993			3,818			16,819			10,145			104,297

LOSS FROM OPERATIONS		(3,993	)		(3,818	)		(16,819	)		(10,145	)		(104,297	)

OTHER EXPENSES

Loss on derivative liability		-			-			-			(6,602	)		(75,046	)
Interest expense		(10,000	)		-			(20,000	)		-			(20,034	)

Total Other Expenses		(10,000	)		-			(20,000	)		(6,602	)		(95,080	)

LOSS BEFORE INCOME TAXES		(13,993	)		(3,818	)		(36,819	)		(16,747	)		(199,377	)
PROVISION FOR INCOME TAXES		-			-			-			-			-

NET LOSS	$	(13,993	)	$	(3,818	)	$	(36,819	)	$	(16,747	)	$	(199,377	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		15,281,346			5,281,346			15,281,346			5,281,346

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

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Statements of Stockholders' Deficit

											Deficit
											Accumulated
					Additional						During the
	Common Stock				Paid-in			Accumulated			Exploration
	Shares		Amount		Capital			Deficit			Stage			Total

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 year ended December 31, 2004		-		-		-			-			(4,339	)		(4,339	)

Balance, December 31, 2004		5,281,346		5,281		746,093			(751,374	)		(4,339	)		(4,339	)

Net loss for the year ended December 31, 2005		-		-		-			-			(17,295	)		(17,295	)

Balance, December 31, 2005		5,281,346		5,281		746,093			(751,374	)		(21,634	)		(21,634	)

Net loss for the year ended December 31, 2006		-		-		-			-			(13,846	)		(13,846	)

Balance, December 31, 2006		5,281,346		5,281		746,093			(751,374	)		(35,480	)		(35,480	)

Net loss for the year ended December 31, 2007		-		-		-			-			(11,425	)		(11,425	)

Balance, December 31, 2007		5,281,346		5,281		746,093			(751,374	)		(46,905	)		(46,905	)

Net loss for the year ended December 31, 2008		-		-		-			-			(10,946	)		(10,946	)

Balance, December 31, 2008		5,281,346		5,281		746,093			(751,374	)		(57,851	)		(57,851	)

Net loss for the year ended December 31, 2009		-		-		-			-			(11,613	)		(11,613	)

Balance, December 31, 2009		5,281,346		5,281		746,093			(751,374	)		(69,464	)		(69,464	)

Contributed capital - forgiveness of debt payable to related party		-		-		71,726			-			-			71,726

Common stock issued for cash at $0.001 per share		10,000,000		10,000		-			-			-			10,000

Net loss for the year ended December 31, 2010		-		-		-			-			(93,094	)		(93,094	)

Balance, December 31, 2010		15,281,346		15,281		817,819			(751,374	)		(162,558	)		(80,832	)

Beneficial conversion feature (unaudited)		-		-		20,000			-			-			20,000

Net loss for the six months ended June 30, 2011 (unaudited)		-		-		-			-			(36,819	)		(36,819	)

Balance, June 30, 2011 (unaudited)		15,281,346	$	15,281	$	837,819		$	(751,374	)	$	(199,377	)	$	(97,651	)

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

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

							Since
							Re-entering the
							Exploration
							Stage on
							April 19, 2004
	For the Six Months Ended						Through
	June 30,						June 30,
	2011			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(36,819	)	$	(16,747	)	$	(199,377	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		20,000			-			20,000
Loss on derivative liability		-			6,602			75,046
Changes in operating assets and liabilities:
Prepaid expenses		(1,063	)		-			(2,500	)
Accounts payable and accrued expenses		5,799			7,745			5,826

Net Cash Used in Operating Activities		(12,083	)		(2,400	)		(101,005	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of common stock		-			-			10,000
Proceeds from related party advances and notes		10,000			2,357			92,726
Repayment of related party advances and notes		-			-			(1,000	)

Net Cash Provided by Financing Activities		10,000			2,357			101,726

NET (DECREASE) INCREASE IN CASH		(2,083	)		(43	)		721
CASH AT BEGINNING OF PERIOD		2,804			43			-

CASH AT END OF PERIOD	$	721		$	-		$	721

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

NON-CASH FINANCING ACTIVITIES
Contributed capital - forgiveness of debt payable to related party	$	-		$	71,726		$	71,726
Beneficial conversion feature	$	20,000		$	-		$	20,000

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

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

June 30, 2011

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by Valley High Mining Company (the “Company”) without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2011 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2010 audited financial statements. The results of operations for the period ended June 30, 2011are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

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

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

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

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Subsequent Events

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

Recent Accounting Pronouncements

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

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

June 30, 2011

NOTE 4 – NOTES PAYABLE AND RELATED PARTY PAYABLES

On November 16, 2010, the Company entered into a $10,000 note payable with a related party. The note is unsecured, due on demand and bears no interest. The note payable was modified on March 4, 2011, on which date the quoted market price of our common shares was $0.25 per share, by adding a featurefor the note to be convertible into shares of the Company’s common stock at par value, $0.001 per share. The Company evaluated the modification and concluded that the modification was an extinguishment of the original debt since a substantive conversion feature was added. However; no gain or loss, calculated as the difference between the carrying value of the debt prior to modification and the fair value of the debt, will be recognized upon modification due to there being no change between the fair value of the new debt and the carrying value of the debt prior to modification.

On April 29, 2011, the Company entered into a $10,000 note payable with a related party. The note is unsecured, due on demand and bears no interest. The note is convertible into shares of the Company’s common stock at a price of $0.001 per share. On April 29, 2011, the quoted market price of the Company’s common shares was $0.25 per share.

The Company’s management evaluated the conversion terms of the above notes and concluded that there exists a beneficial conversion feature (“BCF”) associated with each note. The value of the BCF was determined based on the stock price on the day of commitment, the number of shares that the note is convertible into, and the difference between the conversion price and the fair value of the common stock. The fair value of the BCF exceeds the $20,000 of proceeds received and is thus capped at $20,000. The $20,000 value of the BCF related to these notes was recorded as a debt discount against the carrying value of the note payable and as an increase to additional paid-in capital. Because the notes are due on demand, the Company amortized the debt discount immediately and recorded the amortization as interest expense.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Derivative Liability

The Company entered into an agreement which has been accounted for as a derivative. The Company has accrued a loss contingency associated with this agreement because it is both probable that a liability had been incurred and the amount of the loss can reasonably be estimated. The fair value of this liability is closely linked to whether the Company enters into a reverse merger, initiates a public offering of stock or engages in a similar transaction. The Company believes that the realization of one or more of these events in the near future is probable and when realized, it could have a material effect on the value of the derivative liability recorded.

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

As of June 30, 2011 and December 31, 2010, the estimated fair value of this derivative was $75,046. The Company revalues the derivative each reporting period and no material change in value has occurred.

NOTE6 – SUBSEQUENT EVENTS

On July 6, 2011, the Company entered into a $10,000 note payable with a related party. The note is unsecured, due on demand and bears no interest. The note is convertible into shares of the Company’s common stock at a price of $0.001 per share.

On Aug 4, 2011, the Company replaced the three notes payable with the related party with one note payable for the total $30,000 outstanding. This note is unsecured, due on December 31, 2015 and bears interest at 8%. This note is also convertible into shares of the Company’s common stock at a price of $0.001 per share.

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “August,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Results of Operations for the three months ended June 30, 2011 and June 30, 2010

We generated no revenue for the three months ended June 30, 2011 and June 30, 2010. Our operating expenses during the three month period ended June 30, 2011 equaled $3,993, consisting primarily of $3,576 in professional fees. We had interest expense of $10,000 for the period related to the amortization of the beneficial conversion feature related to a note payable entered into during the period. We therefore, recorded a net loss of $13,993 for the three months ended June 30, 2011.

Our operating expenses during the three month period ended June 30, 2010 equaled $3,818, consisting entirely of professional fees. We therefore, recorded a net loss of $3,818 for the three months ended June 30, 2010.

Results of Operations for the six months ended June 30, 2011 and June 30, 2010

We generated no revenue for the six months ended June 30, 2011 and June 30, 2010. Our operating expenses during the six month period ended June 30, 2011 equaled $16,819, consisting primarily of $16,186 in professional fees. We had interest expense of $20,000 for the period related to the amortization of the beneficial conversion feature related to notes payable entered during the period. We therefore, recorded a net loss of $36,819 for the six months ended June 30, 2011.

Our operating expenses during the six month period ended June 30, 2010 equaled $10,145, consisting primarily of $9,516 in professional fees. We had no interest expense for the period and we recorded a loss on derivative liability of $6,602. We therefore, recorded a net loss of $16,747 for the six months ended June 30, 2010.

Results of Operations for the Period from April 19, 2004 (date of re-entering into the exploration stage) until June 30, 2011.

For the period from April 19, 2004 (Date of re-entry of the exploration stage) until June 30, 2011, we generated no revenue. Our operating expenses during the period equaled $104,297, consisting primarily of $95,167 in professional fees and other public company costs. We had interest expense of $20,034 for the period and we recorded a loss on derivative liability of $75,046. We therefore, recorded a net loss of $199,377 for the period from April 19, 2004 (Date of re-entry into the exploration stage) until June 30, 2011.

Liquidity and Capital Resources

As of June 30, 2011, we had total current assets of $3,221 consisting of $721 in cash and $2,500 in prepaid expenses. Our total current liabilities as of June 30, 2011 were $100,872, consisting of $5,826 in accounts payable and accrued expenses, $20,000 in note payable-related party and $75,046 in derivative liability. Thus, we have a working capital deficit of $97,651 as of June 30, 2011.

Operating activities used $12,083 and $2,400in cash for the six months ended June 30, 2011 and 2010 and $101,005 from April 19, 2004 (Date of re-entry into the exploration stage) until June 30, 2011, respectively.

Financing Activities generated $10,000 cash for the six months ended June 30, 2011. During the six months ended June 30, 2010, the Company’s financing activities generated $2,357 from related party advances. Financing activities generated $101,726 in cash during the period from April 19, 2004 (Date of re-entry into the exploration stage) until June 30, 2011, due to net proceeds of $92,726 from related party advances and $10,000 from the sale of common stock.

As of June 30, 2011, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan during the next 12 months and beyond is contingent upon us obtaining additional financing. We will attempt to obtain operating capital through the use of private equity fundraising, shareholders loans, or a business combination. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Search for a Target Company.

Valley High Mining Company ("VHMC") will search for target companies as potential candidates for a business combination.

VHMC has not entered into agreements with any third parties to locate potential merger candidates.

VHMC may seek to locate a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. If VHMC engages in solicitation, no estimate can be made as to the number of persons who may be contacted or solicited. VHMC may utilize consultants in the business and financial communities for referrals of potential target companies. There is no assurance that VHMC will locate a target company or that a business combination will be successful.

Management of VHMC

VHMC has no full time employees. There is one officer and director – John Hickey.

Mr. Hickey has agreed to allocate a limited portion of his time to the activities of VHMC. Potential conflicts may arise with respect to the limited time commitment by Mr. Hickey and the potential demands of the activities of VHMC.

The amount of time spent by management on the activities of VHMC is not predictable. Such time may vary widely from an extensive amount when reviewing a target company and effecting a business combination to an essentially quiet time when activities of management focus elsewhere. It is impossible to predict the amount of time management will actually be required to spend to review a suitable target company. Management estimates that the business plan of VHMC can be implemented by devoting approximately 10 to 25 hours per month over the course of several months, but such figure cannot be stated with precision.

General Business Plan

The purpose of VHMC is to seek, investigate and, if such investigation warrants, acquire an interest in a business entity which desires to seek the perceived advantages of a corporation which has a class of securities registered under the Exchange Act. VHMC will not restrict its search to any specific business, industry, or geographical location and VHMC may participate in a business venture of virtually any kind or nature. Management anticipates that it will be able to participate in only one potential business venture because VHMC has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to the stockholders of VHMC because it will not permit VHMC to offset potential losses from one venture against gains from another.

VHMC may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes.

VHMC anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. VHMC has not conducted any research to confirm that there are business entities seeking the perceived benefits of a reporting corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for stockholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

VHMC has, and will continue to have, minimal capital with which to provide the owners of business entities with any cash or other assets. However, VHMC offers owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a reporting company without the time required to become a reporting company by other means. VHMC has not conducted market research and is not aware of statistical data to support the perceived benefits of a business combination for the owners of a target company.

The analysis of new business opportunities will be undertaken by, or under the supervision of, the officers and director of VHMC, who are not professional business analysts. In analyzing prospective business opportunities, VHMC may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable, but which then may be anticipated to impact the proposed activities of VHMC; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of VHMC to search for and enter into potential business opportunities.

VHMC will not restrict its search for any specific kind of business entities, but may acquire a venture, which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which VHMC may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which VHMC may offer.

Following a business combination VHMC may benefit from the services of others in regard to accounting, legal services, underwritings and corporate public relations. If requested by a target company, VHMC may recommend one or more underwriters, financial advisors, accountants, public relations firms or other consultants to provide such services.

A potential target company may have an agreement with a consultant or advisor providing that services of the consultant or advisor be continued after any business combination. Additionally, a target company may be presented to VHMC only on the condition that the services of a consultant or advisor are continued after a merger or acquisition. Such preexisting agreements of target companies for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a target company.

Terms of a Business Combination

In implementing a structure for a particular business acquisition, VHMC may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and stockholders of VHMC will no longer be in control of VHMC. In addition, it is likely that the officer and director of VHMC will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, VHMC may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after VHMC has entered into an agreement for a business combination or has consummated a business combination and VHMC is no longer considered a blank check company. The issuance of additional securities and their potential sale into any trading market which may develop in the securities of VHMC may depress the market value of the securities of VHMC in the future if such a market develops, of which there is no assurance.

While the terms of a business transaction to which VHMC may be a party cannot be predicted, it is expected that the parties to the business transaction will desire to avoid the creation of a taxable event and thereby structure the acquisition in a tax-free reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

Depending upon, among other things, the target company's assets and liabilities, the stockholders of VHMC will in all likelihood hold a substantially lesser percentage ownership interest in VHMC following any merger or acquisition. The percentage of ownership may be subject to significant reduction in the event VHMC acquires a target company with substantial assets.

Any merger or acquisition effected by VHMC can be expected to have a significant dilutive effect on the percentage of shares held by the stockholders of VHMC at such time.

VHMC will participate in a business combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.

If VHMC stops or becomes unable to continue to pay the operating expenses of VHMC, VHMC may not be able to timely make its periodic reports required under the Exchange Act nor to continue to search for an acquisition target.

Undertakings and understandings required of target companies

As part of a business combination agreement, VHMC intends to obtain certain representations and warranties from a target company as to its conduct following the business combination. Such representations and warranties may include (i) the agreement of the target company to make all necessary filings and to take all other steps necessary to remain a reporting company under the Exchange Act for at least a specified period of time; (ii) imposing certain restrictions on the timing and amount of the issuance of additional free-trading stock, including stock registered on Form S-8 or issued pursuant to Regulation S and (iii) giving assurances of ongoing compliance with the Securities Act, the Exchange Act, the General Rules and Regulations of the Securities and Exchange Commission, and other applicable laws, rules and regulations.

A potential target company should be aware that the market price and trading volume of the securities of VHMC, when and if listed for secondary trading, may depend in great measure upon the willingness and efforts of successor management to encourage interest in VHMC within the United States financial community. VHMC does not have the market support of an underwriter that would normally follow a public offering of its securities. Initial market makers are likely to simply post bid and asked prices and are unlikely to take positions in VHMC's securities for their own account or customers without active encouragement and basis for doing so. In addition, certain market makers may take short positions in VHMC's securities, which may result in a significant pressure on their market price. VHMC may consider the ability and commitment of a target company to actively encourage interest in VHMC's securities following a business combination in deciding whether to enter into a transaction with such company.

A business combination with VHMC separates the process of becoming a public company from the raising of investment capital. As a result, a business combination with VHMC normally will not be a beneficial transaction for a target company whose primary reason for becoming a public company is the immediate infusion of capital. VHMC may require assurances from the target company that it has, or that it has a reasonable belief that it will have, sufficient sources of capital to continue operations following the business combination. However, it is possible that a target company may give such assurances in error, or that the basis for such belief may change as a result of circumstances beyond the control of the target company.

Prior to completion of a business combination, VHMC may require that it be provided with written materials regarding the target company containing 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 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 assurances that audited financial statements would be able to be produced within a reasonable period of time not to exceed 75 days following completion of a business combination; and other information deemed relevant.

Competition

VHMC will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than VHMC. In view of VHMC's combined extremely limited financial resources and limited management availability, VHMC will continue to be at a significant competitive disadvantage compared to VHMC's competitors.

Off-Balance Sheet Arrangements

VHMC does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of us as a going concern. VHMC's cash is inadequate to pay all of the costs associated with our operations. Management intends to use borrowings and security sales to mitigate the effects of its cash position; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should VHMC be unable to continue its existence.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

(a)	Disclosure Controls and Procedures.

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. There is no assurance that our disclosure controls or our internal controls over financial reporting can prevent all errors. An internal control system, no matter how well designed and operated, has inherent limitations, including the possibility of human error. Because of the inherent limitations in a cost-effective control system, misstatements due to error may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as necessary. Our intent in this regard is that our disclosure controls and our internal controls will improve as systems change and conditions warrant.

(b) Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2011, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 6. Exhibits

EXHIBIT
NUMBER		DESCRIPTION

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

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

32.1		Certification pursuant to 18 U.S.C. 1350.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VALLEY HIGH MINING COMPANY
	(Registrant)

Date: August 9, 2011	John Hickey
	(Name)

	/s/ John Hickey
	(Signature)
	Chief Executive Officer

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