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-31.1 - EXHIBIT 31.1 - Premier Product Group, Inc.	ex31.htm
EX-32.1 - EXHIBIT 32.1 - Premier Product Group, Inc.	ex32.htm
EX-31.2 - EXHIBIT 31.2 - Premier Product Group, Inc.	ex312.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For Quarter Ended: March 31, 2013

Commission File Number 000-51232

VALLEY HIGH MINING COMPANY

(Exact name of registrant as specified in its charter)

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

12835 E. Arapahoe Road

Tower 1 Suite 810

Centennial, CO 80112

(Address of principal executive offices) (Zip Code)

(303) 768-9221

(Registrant's telephone number, including area code)

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

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

Yes x No o

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

Large accelerated filer o	Accelerated filer o

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

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

The number of shares of the registrant’s only class of common stock issued and outstanding as of May 20, 2013, was 16,864,831 shares.

TABLE OF CONTENTS

PART I.

FINANCIAL INFORMATION

		Page No.

Item 1.	Financial Statements	3
	Balance Sheets as of March 31, 2013 and December 31, 2012 (unaudited)	3
	Unaudited Statements of Operations for the Three Month Periods Ended March 31, 2013 and 2012 and the Period from April 19, 2004 (inception) Through March 31, 2013	4
	Unaudited Statements of Cash Flows for the for the Three Month Periods Ended March 31, 2013 and 2012 and the Period from April 19, 2004 (inception) Through March 31, 2013	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation.	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 4.	Controls and Procedures.	11

	PART II
	OTHER INFORMATION

Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
	Signatures	13

- 2 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Balance Sheets

(unaudited)

	March 31,				December 31,
	2013				2012


ASSETS

CURRENT ASSETS

Cash		$	75,056			$	5,102
Mineral properties			294,570				314,570

Total Current Assets			369,626				319,672

TOTAL ASSETS		$	369,626			$	319,672



LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses		$	54,518			$	64,062
Advances and notes payable - related parties			308,238				375,529
Derivative liability			403,114				313,079

Total Current Liabilities			765,870				752,670

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

Total Liabilities			795,870				782,670

STOCKHOLDERS' DEFICIT

Common stock, $0.001 par value, 50,000,000
shares authorized, 16,778,471 and 16,701,346
shares issued and outstanding, respectively			16,778				16,701
Additional paid-in capital			3,734,729				3,566,399
Accumulated deficit			(751,374	)			(751,374	)
Deficit accumulated during the exploration stage			(3,426,377	)			(3,294,724	)

Total Stockholders' Deficit			(426,244	)			(462,998	)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT		$	369,626			$	319,672

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

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VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Statements of Operations

(unaudited)

							Since
							Re-entering the
							Exploration
							Stage on
							April 19, 2004
	For the Three Months Ended						Through
	March 31,						March 31,
	2013			2012			2013
REVENUE	$	-		$	-		$	-
COST OF SALES		-			-			-

GROSS PROFIT		-			-			-

OPERATING EXPENSES

Professional fees		5,600			-			2,196,786
General and administrative expenses		32,415			5,785			789,465

Total Operating Expenses		38,015			5,785			2,986,251

LOSS FROM OPERATIONS		(38,015	)		(5,785	)		(2,986,251	)

OTHER EXPENSES

Gain (loss) on derivative liability		(90,035	)		-			(403,114	)
Interest expense		(3,603	)		(598	)		(37,023	)
Other income		-			-			11

Total Other Expenses		(93,638	)		(598	)		(440,126	)

LOSS BEFORE INCOME TAXES		(131,653	)		(6,383	)		(3,426,377	)
PROVISION FOR INCOME TAXES		-			-			-

NET LOSS	$	(131,653	)	$	(6,383	)	$	(3,426,377	)

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

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

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

- 4 -

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 Three Months Ended						Through
	March 31,						March 31,
	2013			2012			2013

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(131,653	)	$	(6,383	)	$	(3,426,377	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Common stock issued for services		-			-			2,720,000
Amortization of debt discount		-			-			30,000
Loss on derivative liability		90,035			-			403,114
Changes in operating assets and liabilities:
Prepaid expenses		-			-			-
Accounts payable and accrued expenses		(9,544	)		1,597			54,518

Net Cash Used in Operating Activities		(51,162	)		(4,786	)		(218,745	)


CASH FLOWS FROM INVESTING ACTIVITIES
Payments for mineral properties		-			-			(314,570	)
Refund of payments made for mineral properties		20,000			-			20,000

Net Cash Provided by (Used in) Investing Activities		20,000			-			(294,570	)


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of common stock		168,407			-			178,407
Proceeds from notes payable		-			-			365,529
Proceeds from related party advances and notes		-			5,000			112,726
Repayment of related party advances and notes		(67,291	)		-			(68,291	)

Net Cash Provided by Financing Activities		101,116			5,000			588,371

NET INCREASE (DECREASE) IN CASH		69,954			214			75,056
CASH AT BEGINNING OF PERIOD		5,102			123			-

CASH AT END OF PERIOD	$	75,056		$	337		$	75,056

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

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

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

- 5 -

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

March 31, 2013

(unaudited)

NOTE 1 - BASIS OF PRESENTATION

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2012 audited financial statements included in the Annual Report on Form 10-K. The results of operations for the period ended March 31, 2013 are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

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

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

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

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Subsequent Events

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

Recent Accounting Pronouncements

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

- 6 -

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

March 31, 2013

(unaudited)

NOTE 4 – MINERAL PROPERTY

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

NOTE 5 – RELATED PARTY PAYABLES

During the three months ended March 31, 2012, related parties loaned the Company $5,000. These advances are non-interest bearing and are due on demand.

During the three months ended March 31, 2013, the Company repaid $69,973 in related party advances.

NOTE 6 – DERIVATIVE LIABILITY

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

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

As of March 31, 2013 and December 31, 2012, the estimated fair value of this derivative was $403,114 and $313,079 respectively. The Company revalues the derivative each reporting period and a loss of $90,035 was reported for the three months ended March 31, 2013.

NOTE 7 – COMMON STOCK

During the three months ended March 31, 2013, the Company issued 77,123 shares of common stock for cash of $168,407.

NOTE 8 - SUBSEQUENT EVENTS

Subsequent to March 31, 2013, the Company issued 86,362 shares of common stock for cash of $169,042.

Subsequent to March 31, 2013, we executed our initial agreement to broker the sale of diesel oil. We placed $75,000 of our funds up as security in regard to the sale of approximately 62 million gallons of diesel fuel. If and when this transaction closes, we will receive a commission equal to $0.005 per gallon, as well as return of our $75,000 deposit.

- 7 -

Item 2.

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

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

Overview and History

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

Between 1980 and 1985, we spent nearly all of our capital on several natural resource and mining ventures. In 1985, we effectuated a 10:1 reverse split. By 1986, after engaging in several unsuccessful ventures, we exhausted our capital reserves. From April 1989 through 2003 we were dormant, doing only those actions necessary to allow the Company to remain as an active entity. In April 2004, pursuant to the affirmative vote of our shareholders we reincorporated into the State of Nevada by merging with a wholly owned Nevada subsidiary company under the name "Valley High Mining Company". The Agreement and Plan provided, among other things, that for every 35 shares of Valley High O, G & M, a shareholder was entitled to receive one (1) share of Valley High Mining Company, a Nevada corporation, the survivor in the merger.

On April 19, 2004, the day that the merger was effective, we entered into a mining lease agreement ("Mining Lease" or "Lease") with North Beck Joint Venture, LLC, a Utah limited liability company ("North Beck"), an entity owned and controlled by our then principal shareholder and officer/director. The terms of the lease consideration were based upon prior lease agreements that North Beck Joint Venture had entered into with other mining companies in the past. As a result, we acquired control of over 470 acres of patented precious metals mining claims located adjacent to, and just west of, the town of Eureka in Juab County, Utah, in the so-called "Tintic Mining District" ("the North Beck Claims"). The Tintic Mining District of Juab County, Utah, is located approximately 100 miles south of Salt Lake City. The North Beck Claims have an extensive history and contain several mines, mining shafts or "prospecting pits," two of which are over 1,000 feet deep. This project also proved to be unsuccessful. As a result, in February, 2010, control of our Company changed again, with the business objective to seek a suitable acquisition candidate through acquisition, merger, reverse merger or other suitable business combination method. We disposed of the North Beck Claims in connection with the change in control.

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

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

- 8 -

As of the date of this report we are reviewing various mining opportunities throughout North America. We have also formed a wholly owned subsidiary, VH Energy, Inc., a Texas corporation, which is intended to engage in the oil and gas industry. We have recently executed our first agreement with this company, which involves the brokerage of diesel fuel. As of the date of this report we are awaiting the closing of this initial transaction and intend to file a Form 8-K with the SEC once this transaction does close.

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

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

Results Of Operations

Comparison of Results of Operations for the three months ended March 31, 2013 and 2012

Total operating expenses, which included general and administrative expenses incurred during the three month period ended March 31, 2013 were $38,015, compared to $6,383 during the similar period in 2012, an increase of $31,632. This increase was as a result of our being a “shell” company during the three month period ended March 31, 2012. Additionally, we recorded $90,035 in non-cash losses arising from a loss on derivative liability. We are currently actively engaged in both the mining and oil and gas industries, incurring costs associated with identifying business opportunities in these businesses.

As a result, we incurred a net loss of $131,653 (approximately$0.01 per share) during our three month period ended March 31, 2013, compared to a net loss of $6,383 ($0.00 per share).during the three month period ended March 31, 2012.

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

Plan of Operation

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

Our review of mining opportunities is not limited to any specific geographic region. Our plan of operation for the is to continue to review potential acquisitions in the resource sector. Currently, we are in the process of completing due diligence investigation of various opportunities in the base metal sector. While we have enough funds on hand to cover our administrative expenses for the next 12 months, we will need additional funding for the review, acquisition and development of a mining property once the same is identified and acquired. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. Relevant thereto, as of the date of this Report we are engaged in a private offering of our Common Stock. We are selling shares of our Common Stock at a price of 2 Euros per share. This offering is being conducted in Germany and Switzerland. As of the date of this report, we have sold 163,485 shares and received gross proceeds of $336,449 therefrom.

Liquidity and Capital Resources

As of March 31, 2013, we had cash or cash equivalents of $75,055.

- 9 -

Net cash used in operating activities was $51,162 during the three month period ended March 31, 2013, compared to $4,786 for the three month period ended March 31, 2012. The increase is due to establishment of business operations during the three months ended March 31, 2013. We were a shell company during the three months ended March 31, 2012. We anticipate that overhead costs in current operations will continue to increase in the future once we identify and acquire a mining property to develop, as well as an oil and gas opportunity to acquire. In this regard subsequent to March 31, 2013, we executed our initial agreement to broker the sale of diesel oil. We placed $75,000 of our funds up as security in regard to the sale of approximately 62 million gallons of diesel fuel. If and when this transaction closes we will receive a commission equal to $0.005 per gallon, as well as return of our $75,000. While no assurances can be provided, we expect this transaction to close within the next week following the date of this report.

Cash flows from financing activities were $101,116 for the three month period ended March 31, 2013, compared to $5,000 during the three months ended March 31, 2012 as a result of our private offering of common stock. Cash flows provided by investing activities were $20,000 for the three month period ended March 31, 2013 for the refund of payments previously made on mineral properties. .

Certain of our shareholders have provided us with loans aggregating $308,238 as of March 31, 2013. These loans are interest free and due upon demand. We utilized the funds from these loans to cover our costs associated with the Machacala project and Excelsior project in Peru and for working capital.

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

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the three-month period ended March 31, 2013.

Critical Accounting Estimates

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

- 10 -

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

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

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

Based on this evaluation, our CEO/CFO has concluded that our disclosure controls and procedures were effective as of March 31, 2013, at the reasonable assurance level. We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

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

Changes in Internal Control over Financial Reporting – There were no changes in our internal control over financial reporting during our three month period ended March 31, 2013, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Quarterly Report.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

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

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

In February 2013, we commenced a private placement of our Common Stock whereby we are attempting to sell shares of our Common Stock at a price of 2 Euros per share. This offering is being conducted in Germany and Switzerland. As of the date of this report we have sold 163,485 shares and received gross proceeds of $337,449 therefrom. We have utilized the proceeds from this offering to cover costs associated with the Machacala Project, to investigate and perform due diligence activities on prospective acquisitions and for working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION

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

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

- 12 -

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on May 20, 2013.

	VALLEY HIGH MINING COMPANY


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

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