Mail Stop 3561
December 21, 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
Amendment No. 3 filed November 25, 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. We reissue in part our previous comment one. In light of the
disclosure in the registration statement regarding the significant
period of time during which the company was dormant, please
disclose
any due diligence that management performed in identifying the
company`s shareholders and locating such shareholders when it
reactivated the company. If management performed no due diligence
in
this respect, please explain in the registration statement.
2. Please refer to the PDF map files as an exhibit within the
filing.
Other registrants have used a convention such that maps are
referenced as Exhibits 99.0, 99.1, 99.2, etc. Please include an
index map showing where the property is situated in relationship
to
the state and county in which it was located. See Industry Guide
7,
Instructions to paragraph (c)(1).
3. With your next amendment, please file on EDGAR a marked copy of
the prospectus showing changes from the previous amendment. See
Rule
472 of Regulation C and Rule 310 of Regulation S-T, of the
Securities
Act of 1933.
Risk Factors, page 3
Risk Factors Related to the North Beck Mining Claims, page 11
4. Please note that risk factors should mainly focus on the risk.
In
risk factor six, please remove the last sentence that states
"[b]ecause of our only officer and director`s close relationship
with
the lessor, we do not believe this is at all likely."
Furthermore,
the parties entered into this written agreement and are therefore
bound to the agreement as written.
Plan of Operation, page 31
5. We reissue prior comment 36. We note your revision to the plan
of
operation section. The company`s plan does not include a detailed
plan of operations that focuses on a phased nature of an
exploration
process. The company`s plan generally is to engage in a joint
venture or business combination with an unidentified company.
Please
focus on the specific milestones of the phased plan of exploration
and state the estimated expenses associated with each phase.
Also,
discuss how you plan to pay for these expenses. Disclose that you
will make a decision to proceed with each successive phase of the
exploration program upon completion of the previous phase and upon
analysis. The company`s disclosure currently lacks a specific
business plan. If the company chooses not to provide a detailed
plan
of operations setting forth the phased plan of exploration, then
it
would appear to be nothing more than a blank check company and
disclosure throughout the registration statement should be revised
accordingly. Also, the company would have to comply with our
letter
to Ken Worm dated January 21, 2000 in connection with the resale
of
the company`s securities by promoters or affiliates.
Item 3. Description of Property, page 41
6. This section 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.
Item 7. Certain Relationships and Related Transactions, page 42
7. We reissue our previous comment 45. For the transaction
involving
the lease agreement between the company and North Beck Joint
Venture,
please include 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.
Exchange Act Filings
General
8. In light of the fact your financial statements have been
restated,
please refer to the Form 8-K rules and instructions and file a
Form
8-K (Item 4.02) as soon as possible.
9. For each report under the Exchange Act that you file on EDGAR,
please include the file number which is same file number as the
Form
10-SB.
Form 10-QSB for the Quarters Ended June 30, 2005 and September 30,
2005
Item 3 - Controls and Procedures
10. We noted your disclosure concludes that your disclosure
controls
and procedures were adequate. This disclosure (i.e. adequate) is
not
appropriate and should be revised to state whether your disclosure
controls and procedures were effective or ineffective. Please
revise
as necessary.
11. The disclosure controls and procedures should be as of the end
of
the period covered by the report, rather than the current
disclosure
within 90 days of the filing of the report.
12. Please revise your periodic reports to comply with the above
comments from the Form 10-SB, as applicable.
* * * * *
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.
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.
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
cc: John Michael Coombs
Fax (801) 467-3256
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John Michael Coombs
Valley High Mining Company
December 21, 2005
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