SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
December 28, 2005
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Date of Report
(Date of earliest event reported)
VALLEY HIGH MINING COMPANY
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-51232 68-0582275
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
3098 South Highland Drive, Suite 323
Salt Lake City, Utah 84106-6001
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(Address of Principal Executive Offices)
(801) 467-2779
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Registrant's Telephone Number
N/A
(Former Name or Former Address if changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions (see general instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
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On October 5, 2005, in a comment letter we received from the Commission
to our second amended registration statement on Form 10-SB/A-2, we were
advised of a discrepancy in our financial statements. We immediately informed
our independent auditor. After discussion with our independent auditor, we
determined that this discrepancy was the result of certain stock issuances
that occurred between 1980 and 1985 that had been valued incorrectly.
Accordingly, our financial statements were restated to correct the valuations
of these common stock issuances in our third amended registration statement on
Form 10-SB/A-3 filed on Edgar on November 25, 2005. The effect of the
restatement is an increase in additional paid in capital and an increase in
retained deficit. We also restated our financial statements for our second
quarter ended June 30, 2005 in an amended Form 10-QSB/A filed on Edgar on
December 5, 2005. Our previous financial statements that existed prior to the
filing of these two specific filings should no longer be relied upon. The
financial statements contained in our Form 10-QSB for our third quarter ended
September 30, 2005, also filed on December 5, 2005, accurately reflects this
corrected or amended restatement.
Item 9.01 Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
VALLEY HIGH MINING COMPANY
Date: 12/28/05 /s/John Michael Coombs
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John Michael Coombs, President