Mail Stop 3561
June 23, 2005
Mr. John Michael Coombs, CEO
Valley High Mining Company
3098 South Highland Drive, Suite 323
Salt Lake City, Utah 84106-6001
Re: Valley High Mining Company
Registration Statement on Form 10-SB
Filed March 31, 2005; Amendment No. 1 filed May 18, 2005
File No. 000-51232
Dear Mr. Coombs:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. This filing refers to mines and other mineral properties that
exist in the area of your property. This may allow investors to
infer that this property may have commercial mineralization,
because
of its proximity to these other mines and/or properties. Describe
only geology, history, and/or exploration results that are
directly
related to the properties that your company has the right to
explore
or mine. Remove all references to mines or companies operating
near
your properties, prospects, adjacent or analogous properties,
deposits, occurrences, or any exploration activities by other
companies that are outside your company`s properties. Focus the
disclosure on the property your company controls.
2. Throughout the filing, we note the reference to the Jenny Lind
Project Report. If the report does not directly relate to the
company`s property, then the reference should be removed. See the
above comment. If the report does directly relate to the
company`s
property, the mining professionals should concur with the summary
of
the information in the report disclosed. Please revise or advise.
Also provide a copy of the Jenny Lind Project Report.
3. Please describe any due diligence that management performed in
identifying the company`s shareholders when they reactivated the
company.
4. For your property, provide the disclosures required by Industry
Guide 7(b). In particular, provide:
* The location and means of access to the property.
* A map(s) showing the location of your properties.
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7(b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
5. Insert a small-scale map showing the location and access to
your
property. Note that SEC`s EDGAR program now accepts digital maps,
so
please include these in any future amendments that are uploaded to
EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet. For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-551-8900.
Otherwise, provide the map to the staff for our review.
6. Remove all references in the document that use the term
"mining"
or "mining operations," or any term that can imply mineral
production, such as "operations." In particular, substitute the
term
"mineral exploration" for "mining operations."
7. We note the references to "the property." It appears that the
company`s only right to the property consists of mineral claims.
Please revise throughout the registration statement to clarify
that
this "property" is simply mineral claims.
Risk Factors, page 3
8. Early in this section, you should indicate that you are an
exploration stage company and that there is no assurance that a
commercially viable mineral deposit exists on any of your
properties,
and that further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
See Industry Guide 7(a)(4).
9. Within the Risk Factors section, you sometimes focus on aspects
that relate to projects in the "mining stage" as defined by
Industry
Guide 7. Rather than including discussions related to mining
operations that will not apply to you unless and until you have an
operating mine, include in one new risk factor a concise
discussion
that makes clear that you have no ongoing mining operations of any
kind. Then briefly discuss risks that would apply if you ever
commenced actual mining operations. However, if your business
approach does not include entry into the mine management business,
please delete any risk factor or other disclosure that could
suggest
otherwise.
10. On page 3, we note the statements that "the following are not
the
only possible risks," "[a]dditional risks may also impair the
business, operations and plans of Valley High," and "[t]he
following
is not meant to be an exhaustive list of the risks involved in
investing in Valley High." You should discuss all material risks
in
this section. Please revise your disclosure to clarify that you
discuss all material risks in this section.
11. In risk factor one, it is unclear how being a non-reporting
company is connected with the uncertainty that the business will
be
successful or that a trading market of the company`s securities
will
develop. Please revise or advise.
12. In risk factor one, we note your statement that "[s]ince the
early 1980`s, no trading market has existed for Valley High common
stock." Please note that the Pink Sheets is not a public trading
market. Rather it is a quotation system. Please revise to
clarify.
13. In risk factor one, we note the statement that "[a]s a result,
the general public is not familiar with . . . our newly acquired
mining claim properties." We also note the reference in risk
factor
two to your acquisition of the North Beck Mining Claim. Please
reconcile this disclosure and disclosure throughout the prospectus
with the disclosure that the company has only recently entered
into
an agreement regarding the North Beck Claims. It appears that the
company leases the mineral claim and has not "acquired" the
property.
14. In risk factor one, please remove the last paragraph, as it
repeats information found in other risk factors, such as
competition
and the regulatory environment.
15. In risk factor two, please explain the statement "Valley High
has
no recent operating history as a mining exploration company;
therefore it is dependent on others for the implementation of its
business plan."
16. In risk factor two, we note the statement that "[n]o assurance
can be given that current and future employed persons, if any,
will
have the experience and skills necessary to successfully execute
our
proposed business plan." This appears to be a separate risk than
the
risk described in the heading and narrative. Please revise.
17. In risk factor three, we note that in the narrative, the
company
describes several risks that are not described in the subheading
and
that appear to be separate risks. For example, the company
discusses
hazards and that the "[i]nsurance for some or all of these hazards
may be too expensive or not available." In addition, the company
discusses "changes in permitting requirements, environmental
factors,
changes in law . . ." Please revise to separate each risk.
18. In risk factor four, please state your cash balance as of the
most recent practicable date.
19. In risk factor four, we note the statement that "Valley High`s
management . . . is voluntarily registering its common stock with
the
Commission so that Valley High might be more attractive to other
potential investors, including venture capitalists or investment
bankers." At the beginning of the Description of Business
section,
please explain this statement and explain in more detail why the
company is voluntarily filing the Form 10-SB in light of its
financial condition and plan of operations. We also note the
statement that "[m]anagement also believes that being a reporting
company . . . will more readily provide a[n] . . . acquisition
candidate with additional and more comprehensive information
concerning the company." Please also explain this statement in
the
Description of Business section. We may have further comment.
20. Please revise risk factor seven to discuss specifically
whether
the company currently employs highly qualified personnel in
mineral
exploration.
21. The reference to the symbol VHMC for quotation on the Bulletin
Board should be removed unless you have obtained pre-approval for
the
symbol.
22. Risk factors 13 and 14 should be combined since both discuss
penny stock.
23. In risk factor 15, we note the reference to "other acquisition
candidate." Please briefly explain this statement. Provide a
more
detailed discussion in the Description of Business section. We
may
have further comment.
24. In risk factor 20, we note the statement that "[m]anagement is
developing a strategy, which we believe will accomplish this
objective through additional equity funding and long term
financing."
Please describe this strategy in detail in the Plan of Operation
section.
25. In risk factor 22, please describe the amount of hours per
week
that the officer will spend on the affairs of the company.
26. In risk factor 23, please move the technical discussion of the
government rules and regulations to the Description of Business
section. In the Description of Business section, specifically
describe how these rules and regulations affect the company and
its
plan of operation.
27. In risk factor 23, we note the statement that "current
management
lacks the qualifications and other expertise necessary to engage
in
this process without the assistance of expert or company
partners."
In the Plan of Operation section, please describe the funds
necessary
for the company to engage in this process. Also describe how this
affects other aspects of the Plan of Operation and when the
company
expects to engage in this process.
Risk Factors Related to the North Beck Mining Claims, page 11
28. Add a risk factor that addresses that fact that the
probability
of an individual prospect ever having "reserves" that meet the
requirements of Industry Guide 7 is extremely remote, in all
probability your properties do not contain any reserves, and any
funds spent on exploration will probably be lost.
29. Risk factor one presently focuses on the need for additional
capital, which is already discussed in the first set of risk
factors,
risk factor five. Please remove or revise to avoid the
repetition.
30. In risk factor two, please describe the risk of an absence of
mining activity.
31. In risk factor four we note the risk of the topographical
effect
on exploration. In the Description of Business section, please
describe the topographical effect on all previous exploration
performed on the property.
32. In risk factor six, we note the disclosure that "Valley High
may
rely on publicly available geological reports and databases to
located potential mining stakes or leases." In the Description of
Business section, please describe in detail any known specific
geological reports or databases that the company may rely upon if
such reports are directly related to the company`s property.
Supplementally, please provide us will all reports.
33. Please explain the statement in the seventh risk factor that
the
assessment figure was obtained from prior mining lease agreements
involving the same property and is therefore deemed fair and
reasonable. Please disclose whether these prior agreements were
with
affiliated parties.
Part I, page 2
Item 1. Description of Business, page 13
34. Please briefly expand the first paragraph in this section to
include the company`s plan to raise capital in the next twelve
months
and any exploration that the company will likely undertake during
this time.
35. We note the disclosure in risk factor four that "our sole
officer
and director has committed himself to advancing whatever money is
necessary to keep us current in our reporting obligations through
at
least the ensuing three (3) years." Please disclose the material
terms of this arrangement. Disclose how the term of three years
was
determined, state whether this covers general operating expenses
or
is limited to the specific costs of complying with the reporting
obligations of the Exchange Act, state whether there is a limit on
the amount that may be advanced, and state whether the advance is
a
loan or contribution to capital. If a loan, please state the
interest rate. The agreement should be filed as an exhibit.
History and Background of the Company, page 13
36. Please disclose the names of the control persons of Valley
High
Oil, Gas & Minerals prior to the merger.
37. On page 14, we note the disclosure that "the directors of the
company agreed, effective October 24, 2003, to resign and appoint
in
their place and stead, Mr. John Michael Coombs." Please discuss
how
and when John Michael Coombs or his affiliates, including
relatives,
were introduced to the previous management or control persons of
Valley High Oil, Gas & Minerals. Please describe all agreements
between John Michael Coombs and/or his affiliates, including
relatives, with the previous management or control persons of
Valley
High Mining. Please describe the principal terms of the
agreements,
including dates entered, name the parties negotiating the terms of
the agreements, any consideration paid under the agreements, name
any
third parties that were involved in the agreements and the
compensation paid to them, and disclose the effects of the
agreements
on the management and control persons of Valley High Oil, Gas &
Minerals or Valley High Mining Company. Disclose any relationship
between Valley High Oil, Gas & Minerals, its officers, directors
and
affiliates and John Michael Coombs or his affiliates prior to the
change in control of Valley High Oil, Gas & Minerals/Valley High
Mining. Also, disclose whether finders` fees or consulting
agreements were provided as part of any agreements. Please file
all
agreements relating to the change in control of Valley High Oil,
Gas
& Minerals/Valley High Mining as exhibits. See Item 101(a) of
Regulation S-B.
38. In reference to the mining agreement with North Beck Joint
Venture LLC, please describe the negotiations of this agreement,
including dates.
39. We note the statement "[t]he terms of the lease consideration
were based upon prior lease agreements that North Beck has entered
into with other mining companies in the past." Please include the
following:
* Pleas describe the negotiations and principal terms of the
agreement between Anticline Uranium Inc. and North Beck.
* Please describe North Beck`s interest in Anticline Uranium and
include the date the agreement was entered.
* Briefly explain the business development of Anticline in
connection with the principals of Valley High Mining. Describe
all
exploration activities or other activities performed by Anticline
Uranium after Anticline Uranium entered into the agreement with
North
Beck.
* Describe in detail any findings from the exploration.
* Please describe the cancellation of the agreement between
Anticline
and North Beck.
* Please describe the business combination between Uranium
Anticline
and LipidViro Tech, Inc.
* Please disclose the principal terms of the combination, name the
parties negotiating the combination, disclose the method used in
determining the acquisition price, name any third parties that
were
involved in the combination and the compensation paid to them, and
disclose the effects of the acquisition on the management and
control
persons of Anticline Uranium.
* Please disclose the amount of consideration that John Michael
Coombs or affiliates received in connection with the combination,
directly or indirectly. This would include consulting fees.
40. We note the disclosure that the lease "was valued at
approximately $29,000." Please disclose how this amount was
determined.
41. We note the statement that "[a]ccordingly, Valley High
believes
that the consideration given by it, namely, the issuance of five
million (5,000,000) "restricted" shares to and in the name of
North
Beck, is at least as favorable to Valley High as it would have
been
to an independent, interest third party." Please describe all
consideration given for the 5,000,000 shares.
Current Status of the Company, page 16
42. We note the disclosure that "[b]ecause we currently lack the
funding and other financial strength necessary to commence an
exploration program, our first objective is to determine the best
course of action in this regard and to then look for a means of
financing that goal." Please revise in light of the comments for
the
Plan of Operation section.
43. We note the disclosure that "[o]ther than owing Mr. Coombs
money
that he has personally advanced the Company in order to meet its
debts as they become due, the only contract to which we are a
party .
.. .." Please disclose the principal terms of the agreement in
which
Mr. Coombs has advanced money to the company and file the
agreement
as an exhibit.
44. We note the statement that you are not "presently" involved in
any negotiations to pursue a business combination. Please
disclose
any plans to seek business combinations in the future. Also,
please
disclose whether any third parties or affiliates are seeking or
have
entered into any discussions or negotiations to enter into a
business
combination. We may have further comment.
Overall Business Methodology and Plans, page 17
45. We note the disclosure in the first paragraph of this section.
For each of the milestones listed, please describe in the Plan of
Operation section, the anticipated time frame for beginning and
completing each milestone, the estimated expenses associated with
each milestone and the expected sources of funding. Please
explain
how the company intends to meet each of the milestones if it
cannot
receive funding. See Item 303(a)(1) of Regulation S-B.
46. We note the disclosure that "[t]his step underway" for the
first
listed milestone. Please describe whether Valley High Mining or
North Beck Joint Venture is locating and collecting all existing
data
previously compiled on the property. Please include when this
process began and name the person performing the work. Please
describe whether this activity was included in the mining lease
agreement between the two parties. In the Description of Business
section, please describe in detail what information is available
from
previous exploration of the property. Please see our later
comments.
47. For the second milestone listed, please disclose whether
Valley
High Mining or North Beck Joint Venture will complete this
milestone.
48. On the top of page 18, we note the statement "[t]his secondary
objective is not a high priority because we believe that the North
Beck properties contain excellent potential for mineral
exploration."
Please note that no speculative information should be included,
unless clearly labeled as the opinion of management of the company
along with disclosure of the reasonable basis for such opinions or
beliefs. Please provide reasonable support for the promotional
statement in the prospectus. If a reasonable basis cannot be
provided, the statement should be removed.
Updating of Past Exploration Results and Feasibility Studies, page
18
49. Please include all information available regarding results of
previous explorations.
Obtaining Permits, page 19
50. In this section, please describe in detail the exploration and
mining permitting process in the State of Utah and as these
regulations apply to the company.
Pursuit of Partnership, Joint Venture and Outside Funding
Opportunities, page 21
51. We note the statement "[b]ecause of our financial situation,
having only nominal current assets and no recent operating
history,
we have little choice but to pursue possible partnership and joint
venture opportunities that may come our way." Please explain
other
options in raising capital available to the company, such as
offering
stock, debt etc. Discuss whether you are planning to pursue
partnerships or joint venture opportunities instead of capital
raising efforts or whether you plan to pursue both. Discuss the
reasons for pursuing a partnership or joint venture.
52. We note the disclosure that "current circumstances make it
difficult to predict what partnership, acquisition or joint
venture
opportunity might be worth considering or pursuing." Please
describe
whether the management of the company or affiliates will actively
seek partnership or acquisition opportunities and whether such
opportunities will be limited to companies in the mining industry.
If the company enters into an acquisition, how would the
acquisition
provide funding for the company? Please describe the structure of
such acquisition. We may have further comment.
Sources of Possible Partners, Joint Venturers and Funding
Opportunities, page 22
53. We note the statement that "we have not engaged or entered
into
any discussion, agreement or understanding with any particular
consultant or other expert or professional regarding our search
for
partners, joint venturers and funding candidates." Please
describe
whether the company intends to enter into such arrangement.
54. We note the statement that "we do not intend, and do not
believe
we can afford, to limit our search for partners, joint venturers
and
funding candidates solely to the mining industry or business. If
we
obtain funding from an entity or person uninvolved in mining
exploration, we will then be in a position of hiring mining people
ourselves to conduct exploratory operations on the North Beck
Claims." Please disclose whether the company will limit its
search
to partners, joint venturers and funding candidates that will
pursue
the company`s plan of operation of mineral exploration. Please
explain this disclosure in light of the statement on page 21 that
this could result in a change in control.
Item 2. Management`s Discussion and Analysis or Plan of
Operation,
page 23
Selected Financial Data, page 23
55. Please discuss whether the working capital provided by Mr.
Coombs
was a loan.
Liquidity and Capital Requirements, page 23
56. We note the statement that "Valley High will be able to
satisfy
its cash requirements for not only the next 12 months but at least
for the next three (3) years." Please reconcile this statement
with
the company`s plan of operation.
57. We note the statement that "[i]f management cannot loan or
advance sufficient funds to continue beyond the next 3 years, we
may
be required to look at other business opportunities, including
mergers or reorganizations with entities and business that are NOT
in
the mining business." Please reconcile this statement with the
plan
of operation if the company receives funding. Also explain why
the
company would be "required" to look at other businesses.
Need For Additional Capital or Financing, page 24
58. We note the statement "at present . . . we are not aware . . .
of
any particular person or entity that would be willing to privately
purchase any of our securities." Please describe any efforts that
the current management of the company or its affiliates has made
to
search for investors or to raise capital.
59. We note the statement "it is highly unlikely that we could
undertake a secondary offering of securities or be able to borrow
any
significant sum from either a commercial or private lender."
Please
explain why both of these options are highly unlikely for the
company.
Plan of Operation, page 25
60. Please describe the company`s plan of operation for the next
twelve months as required by Item 303(a) of Regulation S-B.
Provide
details of your specific plan of operation, including detailed
milestones, the anticipated time frame for beginning and
completing
each milestone, the estimated expenses associated with each
milestone
and the expected sources of such funding. Please explain how the
company intends to meet each of the milestones if it cannot
receive
funding. Also include those milestones which do not require
funding.
See Item 303(a)(1) of Regulation S-B.
61. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.
62. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve.
63. Please specifically describe how the company will actively
seek
out and investigate potential partnerships, joint venture and
other
funding arrangements and include the anticipated time frame.
64. Please describe the milestones and day to day operations that
will be carried out by management.
65. Please explain the term "stopes."
66. We note the statement "management nonetheless believes that
the
North Beck Claims have value for exploration purposes and that
they
may possibly contain commercially viable deposits of gold,
primarily
silver." Please provide a reasonable basis for the statement or
remove.
67. We further note the statement that "[m]anagement does not
believe
that past owners and operators would have done such extensive
exploratory activity on the property in the past had they not had
valid and justifiable reasons for doing so." Please provide the
results of the "extensive exploratory activity" on the property
and
the basis for management`s belief.
68. On the top of page 26, please explain the statement that
"[m]anagement intends to hold expenses to a minimum and to obtain
expert and other services on a contingency basis when it can
afford
them." Please describe the services of the expert.
69. On page 26, in the third paragraph, we note the reference to
outside advisors and consultants. Please describe whether the
company has identified or has contacted outside advisors or
consultants. Please include their names and describe the
arrangements. We may have further comment.
70. Please explain what funds would be necessary to implement all
stages of exploration. We also note that the company has
management
in place to begin to implement an exploration program. It appears
that no funding and/or minimum funding would allow the company to
begin to implement a bona fide exploration program. Please
revise.
Item 3. Description of Property, page 26
71. Please describe in detail, the principal terms of the mining
lease agreement between the company and North Beck Joint Venture.
The North Beck Mining Claims Acquired by the Company By Lease
Agreement, page 26
72. Please remove the promotional information regarding mining
operations in the Tintic Mining District. See comment one above.
73. Please remove the reference to Bullion Beck properties and
Gemini
Mine. See comment one above.
Current State of Affairs, page 28
74. We note the statement "[i]t is not known for certain whether
or
not ore minerals of commercial grade were encountered in the old
workings and it is also not known for certain whether minerals
having
significant value were ever produced or extracted from the
property
directly." Please explain what research the company has performed
to
determine whether ore minerals of commercial grade were
encountered.
Also explain what research the company will do to obtain this
information and whether current management will perform the work.
We
may have further comment.
Future Plans for the North Beck Claims in the Event Necessary
Exploration Capital and Funding Is Obtained, page 29
75. We note the statement "[t]he favorable or prospective
mineralization of interest in the North Beck property is of the
siliceous copper-gold-silver category with minor amounts of lead
and
zinc. This is evidenced by the Jenny Lind Project Report."
Please
revise in light of comments one and two above.
Item 4. Security Ownership of Certain Beneficial Owners and
Management, page 29
76. Please provide the address for North Beck Joint Venture. See
Item 403(a) of Regulation S-B.
Item 5. Directors and Executive Officers, Promoters and Control
Persons, page 30
77. For John Michael Coombs, please describe all employment during
the past five years. See Item 401(a)(4) of Regulation S-B. In
the
description, please include the name and business of the person`s
employer, beginning and ending dates of employment, the positions
held and a brief description of the employer`s business. For
example, we note his employment with North Beck Joint Venture and
Anticline Uranium.
78. Please include a brief description of John Michael Coombs
involvement with blank check companies, such as Vis Viva
Corporation.
79. Please describe the amount of hours per week that John Michael
Coombs will spend on the company`s affairs.
80. We note your statement that "[w]e do not believe that our sole
officer or director comes within the definition of a `promoter` as
defined in Rule 405." Please describe in detail John Michael
Coombs
role in reactivating the company and reorganizing under Nevada
law.
It may be appropriate to include the information require by Item
404(d) of Regulation S-B in the Certain Relationships and Related
Transactions section.
81. We note your disclosure that "[w]e deny that any person other
than Mr. Coombs `control`, or has the power to `control`, us as
contemplated in the `control person` provisions of state and
federal
securities laws . . . we may engage consultants in the future."
Please disclose any consultants in which the company has
identified
in assisting the company.
82. We note Mr. Coombs` involvement with Anticline Uranium Inc.,
another mining company. We note that a Form 10-SB was filed on
March 1, 2002, was cleared of comments on September 18, 2002 and
then North Beck Joint Venture LLC entered into a share purchase
agreement on June 24, 2003. Please briefly discuss the business
of
Anticline, whether any steps were taken in furtherance of its
business plan and the consideration, direct and indirect, paid to
North Beck and therefore Mr. Coombs from this transaction.
Clarify
whether the mineral claims in this prior company are the same as
in
Valley High. In light of this prior business activity, please
explain why the business of Valley High is not that of a blank
check
company. We may have further comment.
Item 7. Certain Relationships and Related Transactions, page 33
83. For each transaction, please include the name of the person,
the
person`s relationship to the issuer, the nature of the person`s
interest in the transaction and the amount of such interest as
required by Item 404(a) of Regulation S-B. Disclose the loan from
Mr. Coombs in this section.
Common Capital Stock, page 34
84. The statement that the current outstanding common shares are
"fully paid and non-assessable" is a legal conclusion that you are
not qualified to make. Either attribute this statement to counsel
and file counsel`s consent to be named in this section, or delete
it.
Part II, page 35
Item 4. Recent Sale of Unregistered Securities, page 37
85. For each of the transactions, please identify the persons or
class of persons to whom the company sold the securities. Please
describe the type and amount of consideration received by the
company. Also the facts relied upon to make the exemption
available. See Item 701 of Regulation S-B.
Financial Statements
Financial Statements for the Years Ended December 31, 2004 and
2003
Report of Independent Registered Public Accounting Firm
86. We noted from your disclosure in the first paragraph on page
14,
that as a result of Mr. Needle`s death, many corporate records
became
lost. It is not clear if the missing records included information
relevant to the preparation of your financial statements, which
information would therefore have been unavailable to your
auditors.
In light of this, please tell us how your auditors were able to
overcome these material weaknesses and deficiencies in order to
render an unqualified opinion. If Pritchett, Siler, & Hardy (PSH)
did not audit the periods preceding your re-entrance into the
development stage (April 19, 2004) and they relied upon the work
of
other auditors, the reports of those auditors should be filed in
the
registration statement in accordance with Rule 2-05 of Regulation
S-
X. In this connection, the audit report of PSH should be revised
to
address its reliance upon the work of other auditors. Please
include
the audit report issued by the predecessor auditor.
Notes to Financial Statements, F-6
Note 1- Summary of Significant Accounting Policies - Mining
Properties, F-6
87. Please note, the recoverability of capitalized acquisition
costs
of mineral leases is presumed to be insupportable under FASB
Statement No. 144 prior to determining the existence of a
commercially minable deposit, as contemplated by Industry Guide 7,
for a mining company in the exploration stage. Please revise your
policy note accordingly.
Note 7 - Commitments and Contingencies, F-9
88. Please revise to disclose the significant terms and conditions
related to the five-year $15,000 annual minimum expenditure
requirement as discussed in Section 3.3 of the Mining Lease with
Option to Purchase Agreement (filed as exhibit 10.1).
89. Please revise to disclose the significant terms and conditions
related to the Production Royalty as discussed in Section IV
(Production Royalty) of the Mining Lease with Option to Purchase
Agreement.
Financial Statements for the Period Ended March 31, 2005
90. Please revise the financial statements and footnotes for the
period ended March 31, 2005 as necessary to address our applicable
comments on the financial statements for the years ended December
31,
2004 and 2003.
* * * * *
As appropriate, please amend your filing and respond to
theses
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Brian Bhandari at (202) 551-3390 or Hugh
West
at (202) 551-3872 if you have questions regarding comments on the
financial statements and related matters. Please contact Thomas
Kluck at (202) 551-3233, or Pamela Howell, who supervised the
review
of your filing, at (202) 551-3357 with any other questions.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
cc: John Michael Coombs
Fax (801) 467-3256
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John Michael Coombs
Valley High Mining Company
June 23, 2005
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