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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

FORM 10-K/A1
Amendment No. 1
__________________
(Mark one)

þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

o
TRANSITION REPORT UNDER 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 of
Incorporation or organization)
 
(I.R.S. Employer Identification No.)

12835 E Arapahoe Rd.
Tower 1 Penthouse #810
Centennial, CO 80112
(Address of principal executive offices)

(303 768-9221
(Issuer’s Telephone Number)
 
Securities registered pursuant to Section 12(b) of the Act: None      
                                                                                                     
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No  þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes o  No  þ
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
 
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o                                     Accelerated filer o    Non-accelerated filer  o                Smaller reporting companyþ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o   No þ
 
The aggregate market value of the shares of voting stock held by non-affiliates of the Registrant as of June 29, 2012 (the last business day of the registrant’s most recently completed second fiscal quarter) was $393,884.

As of April 12, 2013, the Registrant had 16,760,216 shares of Common Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - None
 


 
 
 
 
 
EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 to the Valley High Mining Company Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 15, 2013 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 

 
 
 
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are included herewith:

Exhibit No.
 
Description
     
31.1*
 
Certification of Chief Executive Officer/Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
     
101
 
XBRL Exhibits
 
* Previously filed on April 15, 2013
 
Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.

Exh. No.
 
Description
 
Filed
 
Filed With
             
3.1(i)
 
Articles of Incorporation (Utah)
 
March 30, 2005
 
Form 10-SB12G
             
3.1(ii)
 
Certificate of Amendment (Utah)
 
March 30, 2005
 
Form 10-SB12G
             
3.1(iii)
 
Articles of Incorporation (Nevada)
 
March 30, 2005
 
Form 10-SB12G
             
3.1(iv)
 
Articles of Merger
 
March 30, 2005
 
Form 10-SB12G
             
3.2
 
By-laws
 
March 30, 2005
 
Form 10-SB12G
             
4.1
 
Specimen Stock Certificate
 
March 30, 2005
 
Form 10-SB12G
             
10(i)
 
Mining Lease With Option to Purchase Between North Beck Joint Venture, L.L.C. and Valley High Mining Company
 
March 30, 2005
 
Form 10-SB12G
             
             
10(ii)
 
Warranty Deed to North Beck Joint Venture Mining Claims
 
March 30, 2005
 
Form 10-SB12G
             
             
10.1
 
Mining Lease With Option to Purchase Between North Beck Joint Venture, L.L.C. and Valley High Mining Company
 
March 30, 2006
 
 
Form 10-KSB for Period Ended 12/31/2005
             
10.2
 
Joint Venture Agreement between Corizona Mining Partners, LLC and Valley High Mining Company
 
September 25, 2012
 
Form 8-K Dated 09/08/2012
             
10.3
 
Letter Agreement dated October 5, 2012 with Corizona Mining Partners, LLC re: Project Madre De Dios
 
November 21, 2012
 
Form 10-Q for Quarter Ended 09/30/2012
             
16.1
 
Independent Accountant’s Letter (Pritchett, Siler & Hardy, P.C.)
 
November 16, 2010
 
Form 8-K Dated 11/15/2010
 
 
 

 

SIGNATURES
 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Annual Report to be signed on its behalf by the undersigned thereunder duly authorized.
 
 
Dated:  April 18, 2013
VALLEY HIGH MINING COMPANY
   
   
By:  
/s/ Andrew Telsey   
   Andrew Telsey, Chief Executive Officer and
   Chief Financial Officer
   

In accordance with the Exchange Act, this amended Annual Report has been signed below by the following persons on behalf of the registrant and in the capacity indicated on April 18, 2013.

/s/ Andrew Telsey                           
Andrew Telsey, Director