Premier Product Group, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.2 - Premier Product Group, Inc.	v222963_ex31-2.htm
EX-31.1 - Premier Product Group, Inc.	v222963_ex31-1.htm
EX-32.1 - Premier Product Group, Inc.	v222963_ex32-1.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 March 31, 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 May 18, 2011.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Balance Sheets

(Unaudited)

	March 31,			December 31,
	2011			2010

ASSETS

CURRENT ASSETS

Cash	$	128		$	2,804
Prepaid expenses		-			1,437

Total Current Assets		128			4,241

TOTAL ASSETS	$	128		$	4,241

LIABILITIES AND STOCKHOLDERS' DEFICT

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	8,740		$	27
Note payable - related party		10,000			10,000
Derivative liability		75,046			75,046

Total Current Liabilities		93,786			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		827,819			817,819
Accumulated deficit		(751,374	)		(751,374	)
Deficit accumulated during the exploration stage		(185,384	)		(162,558	)

Total Stockholders' Deficit		(93,658	)		(80,832	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	128		$	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						Through
	March 31, 2011						March 31,
	2011			2010			2011

REVENUE	$	-		$	-		$	-
COST OF SALES		-			-			-

GROSS PROFIT		-			-			-

OPERATING EXPENSES

General and administrative expenses		12,826			6,327			100,304

Total Operating Expenses		12,826			6,327			100,304

LOSS FROM OPERATIONS		(12,826	)		(6,327	)		(100,304	)

OTHER EXPENSES

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

Total Other Expenses		(10,000	)		(6,602	)		(85,080	)

LOSS BEFORE INCOME TAXES		(22,826	)		(12,929	)		(185,384	)
PROVISION FOR INCOME TAXES		-			-			-

NET LOSS	$	(22,826	)	$	(12,929	)	$	(185,384	)

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		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)

Statement of Stockholders’ Deficit

(Unaudited)

											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 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		-		-		10,000			-			-			10,000

Net loss for the three months ended March 31, 2011		-		-		-			-			(22,826	)		(22,826	)

Balance, March 31, 2011		15,281,346	$	15,281	$	827,819		$	(751,374	)	$	(185,384	)	$	(93,658	)

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 Three Months Ended						Through
	March 31,						March 31,
	2011			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(22,826	)	$	(12,929	)	$	(185,384	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		10,000			-			10,000
Loss on derivative liability		-			-			75,046
Changes in operating assets and liabilities
Prepaid expenses		1,437			-			-
Derivatives payable		-			6,602			-
Accounts payable and accrued expenses		8,713			3,927			8,740

Net Cash Used in Operating Activities		(2,676	)		(2,400	)		(91,598	)

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		-			2,357			82,726
Repayment of related party advances and notes		-			-			(1,000	)

Net Cash Provided by Financing Activities		-			2,357			91,726

NET (DECREASE) INCREASE IN CASH		(2,676	)		(43	)		128
CASH AT BEGINNING OF PERIOD		2,804			43			-

CASH AT END OF PERIOD	$	128		$	-		$	128

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

NON-CASH FINANCING ACTIVITIES
Contributed capital - forgiveness of debt to related party	$	-		$	71,726		$	71,726
Beneficial Conversion Feature	$	10,000		$	-		$	10,000

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

VALLEY HIGH MINING COMPANY

(An Exploration Stage Company)

Notes to the Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by 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 March 31, 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 included in the Company’s Annual Report on Form 10-K. The results of operations for the period ended March 31, 2011 is 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. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it 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.

Financial Instruments

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

The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund its business needs, including warrants not indexed to the Company’s stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815.

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

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

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

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

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

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

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

The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis at March 31, 2011. These items are included in “derivative liability” on the consolidated balance sheet.

	Fair Value Measurements on a Recurring Basis
	March 31, 2011
	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liability	$	-	$	-	$	75,046	$	75,046
Total liabilities at fair value	$	-	$	-	$	75,046	$	75,046

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial Instruments (Continued)

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three month period ended March 31, 2011:

	Derivatives		Total

Beginning balance	$	75,046	$	75,046

Total gains or losses (realized/unrealized):

Included in earnings (or changes in net assets)		-		-
Included in other comprehensive income		-		-
Purchases, issuances, and settlements		-		-

Transfers in and/or out of Level 3		-		-

Ending balance	$	75,046	$	75,046

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to liabilities still held at March 31, 2011	$	-	$	-

Gains and losses (realized and unrealized) included in earnings (or changes in net assets) for the three month period ended March 31, 2011, are reported in other expenses as follows:

	Other Expenses

Total gains or losses included in earnings (or changes in net assets) for the period ended March 31, 2011	$	-

Change in unrealized gains or losses relating to liabilities still held at March 31, 2011	$	-

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.

NOTE 4 – NOTE PAYABLE - RELATED PARTY

On November 16, 2010, the Company entered into a $10,000 note payable with a related party. The note payable 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 feature for 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. The Company’s management evaluated the conversion terms of this note and has concluded that there was not a derivative liability but a beneficial conversion feature (“BCF”) was created. The value of the BCF was determined based on the stock price on the day of commitment, the number of convertible shares, and the difference between the conversion price and the fair value of the common stock. The fair value of the BCF exceeds the $10,000 of proceeds received and is thus capped at $10,000. The $10,000 value of the BCF related to this note 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 note payable is due on demand, the Company amortized the debt discount immediately and recorded the amortization as interest expense.

NOTE 5 – EQUITY

The Company did not issue any common or preferred stock during the three months ended March 31, 2011.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Derivative Liability

The Company entered into an agreement which has been accounted for as a derivative. In accordance with ASC 450 “Contingencies” 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 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 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.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855, the Company’s management reviewed all material events through the date these financial statements were issued and there are no material subsequent events to report.

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 March 31, 2011 and March 31, 2010

We generated no revenue for the three months ended March 31, 2011 and 2010. Our operating expenses during the three-month period ended March 31, 2011 equaled $12,826, consisting primarily of approximately $11,700 in professional fees. We had interest expense of $10,000 for the period related to the amortization of the discount related to a note payable. We therefore, recorded a net loss of $22,826 for the three months ended March 31, 2011.

Our operating expenses during the three month period ended March 31, 2010 equaled $6,327, consisting primarily of approximately $4,000 in professional fees. We recognized a loss of $6,602 relating to the change in fair value of a derivative liability. We therefore, recorded a net loss of $12,929 for the three months ended March 31, 2010.

Results of Operations for the Period from April 19, 2004 (date of re-entering the exploration stage) until March 31, 2011

For the period from April 19, 2004 (Date of re-entry of the exploration stage) until March 31, 2011, we generated no revenue. Our operating expenses during the period equaled $100,304, consisting primarily of approximately $71,000 in professional fees and approximately $19,000 in other reporting and public company costs. We had interest expense of $10,034 for the period and we recorded a loss on derivative liability of $75,046. We therefore, recorded a net loss of $185,384 for the period from April 19, 2004 (Date of re-entry of the exploration stage) until March 31, 2011.

Liquidity and Capital Resources

As of March 31, 2011, we had total current assets of $128, all in cash. Our total current liabilities as of March 31, 2011 were $93,786, consisting of $8,740 in accounts payable and accrued expenses, $10,000 in note payable-related party and $75,046 in derivative liability. Thus, we have a working capital deficit of $93,658 as of March 31, 2011.

Operating activities used $2,676 and $2,400 in cash for the three months ended March 31, 2011 and 2010, respectively, and $91,598 from April 19, 2004 (Date of re-entry of the exploration stage) until March 31, 2011.

Financing activities generated $0 cash for the three months ended March 31, 2011. During three months ended March 31, 2010, the Company’s financing activities generated $2,357 from related party advances. Financing activities generated $91,726 in cash during the period from April 19, 2004 (Date of re-entry of the exploration stage) until March 31, 2011, due to net proceeds of $81,726 from related party advances and $10,000 from the sale of common stock.

As of March 31, 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 Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit and has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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 the 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 are not effective at these reasonable assurance levels due to the lack of adequate segregation of duties and the absence of an audit committee. The Company has plans to address these material weaknesses in internal control when funds become available to do so.

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 March 31, 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 1. Legal Proceedings

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

Item 1A. Risk Factors.

None.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Removed and Reserved

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;

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: May 20, 2011	John Hickey
	(Name)

	/s/ John Hickey
	(Signature) Chief Executive Officer

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