VALLEY HIGH MINING COMPANY
3098 South Highland Drive, Suite 323
Salt Lake City, Utah 84106-6001
Phone (801) 467-2021
Fax (801) 467-3256
writer's direct line 467-2779
writer's e-mail: jmcoombs@sisna.com
February 17, 2006
VIA FACSIMILE @ 202-942-9516 AND TO BE FILED ON EDGAR
Pamela Howell, Staff Attorney
S. Thomas Kluck, II, Staff Attorney
SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 3561
Re: Request for waiver, modification and/or clarification of certain
comments in your comment letter dated February 16, 2006, in response to
Valley High Mining Company's fourth amended Form 10-SB/A-4, File No.
000-51232
Dear Ms. Howell and Mr. Kluck:
We are in receipt of your comment letter of February 16 to our fourth
amended registration statement. While I telephoned you about your comment
letter after we received it yesterday and while I appreciate you returning my
call so quickly (which I missed), it seems to us that this request can be
better explained in writing than on the phone, and therefore, the purpose of
this letter is to make a written, formal record of our specific requests and
why we are in fact making them.
1. Drawing your attention to Comment No. 3, the individual is Mr.
Spenst Hansen. He resides in Mammoth, Utah, a town that is approximately 110
miles south of Salt Lake City of maybe 30 or 40 people at best, with no
services, and he is very difficult to get a hold of. He is not in good health
and I suspect that he is nearly 70 years old. Mr. Hansen has a Ph.D. in
geology and was the president of Centurion Mines Corporation. I took him to
lunch in late November and he shared with me the information about our mineral
claims that is the subject of this comment. (By the way, I took him to lunch
for the very purpose of responding to prior Commission comments seeking
disclosure of more information about our mineral claims.) Having said this, I
do not know Mr. Hansen very well and I feel very uncomfortable asking him for
a written consent because I suspect that would make him fear liability of some
kind. I do not think it fair to put virtual strangers in this position. In
my past dealings with the Commission, the Commission has always given us the
option of deleting the information in lieu of getting a person's written
consent or, saying that the information came from the corporation, in the case
of corporate information, which is what we have here. We therefore request
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that the Commission allow us, in response to Comment No. 3, to modify the
disclosure to state either (1) that the source of the information is Centurion
Mines Corporation or (2) that it is simply information we have learned about
our mineral claims in the ordinary course of our business (which is true),
thereby deleting reference to Centurion Mines Corporation or its former
principal. The other alternative would be to delete the discussion wholesale,
which we would rather not do only because we believe the information is
important.
We would also like to explain that in deleting the language subject of
your Comment No. 4 (which is what that comment asks), information that we also
obtained from Mr. Hansen at the same luncheon meeting, there leaves little
practical or other reason to obtain his consent as sought in Comment No. 3.
See previous paragraph.
2. Drawing your attention to Comment No. 6, this comment asks us to
disclose a time frame for commencing and completing our entire proposed
drilling exploration program, when, as the Commission knows, we currently lack
the type of joint venture mining partner necessary to implement such a
program. We do not understand this comment because, among other things, it
seems at odds with our conversations with Mr. Ken Schuler, your mining
engineer. For example, we have already disclosed estimated time frames and
costs for each phase in our new drilling exploration plan or program. This is
all that Mr. Schuler said we need. If one adds them up, one can calculate how
long it might take to complete the entire drilling exploration program but, at
the same time, we think that would be misleading. This is because going from
one step to the next step requires an analysis along the way by those
financing the same I might add of whether and when to continue, something that
is presently unknown to us. How can we disclose something we don't know? On
the other hand, if the Commission wants us to disclose how long it would take
to complete the proposed drilling exploration program once we were to find a
joint venture mining partner, that is even more troublesome: That entails
asking us to speak for someone who not only is unknown to us but whose
financial capability is also unknown to us. Because our answer depends on
such unknown person or entity and its financial resources and commitment to
the project, we are reluctant to make up this kind of information out of thin
air. Accordingly, we believe that this comment is unrealistic and imposes a
burden on us that would make a fifth amended registration statement misleading
and unduly speculative if not fraudulent. Regulation S-B, to our reading,
does NOT require a registrant to engage in such brazen speculation,
particularly when it is beyond our current expertise, not to mention the
information we currently have in our possession.
This new Comment No. 6 additionally asks us what we have already been
asked by the Commission on several occasions, namely, who our "anticipated
sources of funding would be if we are not able to obtain joint venturers or
partners." We have already addressed this same or similar comment repeatedly
in this process with the Commission over the last year and in doing so we now
clearly and plainly disclose that our business plan centers on finding a
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mining joint venture partner to fund and oversee the actual drilling
exploration program, an overall business plan that Mr. Schuler said was fine.
Perhaps more importantly, we have already repeatedly said in our registration
statement, as amended, that we have no intention of raising $250,000 or
$300,000 on our own to carry out a drilling exploration program for the simple
reason that (1) it would be too speculative of an investment for most people,
(2) based on our experience, it would take far too long and be far too costly
and time consuming to get such a registration statement through the
Commission, and (3) we lack the expertise to oversee such a program ourselves,
assuming we did raise the money on our own. This is not to ignore that we
have already repeatedly disclosed that, at this time, we don't have additional
or alternative sources of funding or financing nor do we know what any such
sources would be. For these reasons, to ask us once again about additional
sources of funding or financing reveals a continued misreading and
misunderstanding of our overall business plan.
In short, we do not believe that, under the circumstances, Regulation S-
B requires the kind of speculative disclosure in a mineral exploration context
that this new Comment No. 6 seeks. If it does, please direct us to it. If
not, please waive this comment.
3. Drawing your attention to Comment No. 8, we have had discussions
with Mr. Schuler and in complying with what he said is necessary, we believe
our business plan is now "detailed" enough. It certainly is "detailed" enough
in comparison to other registration statements like that of Aldera Mines,
Ltd., which you once referred us to for comparison's sake. In this regard, I
might add that it has always been my understanding of the law that the
Commission has Congressional authority to require full and fair disclosure in
registration statements but not to pass judgment on the merits of a
registrant's business plan. The continuous, general drumbeat over the last
year that our business plan is not "detailed" enough a subjective
determination I might add seems to us to blur this critical distinction.
As to the second prong of this comment, we believe, like the preceding
comment, that it similarly asks us to do something we are not presently
capable of doing. We have no way of answering or responding to this second
half of the comment without first having a joint venture mining partner who is
qualified to answer it. "How the results of prior phases will determine
whether we are to proceed with further phases" is, and will be, up to the
person(s) financing and undertaking the same, namely, our prospective joint
venture mining partner and their geological and engineering experts, not us.
Obviously, we can't speak for an unknown entity or business as to what its
drilling expectations or desires would be. We don't know what they would be.
So how can we know, or predict, what result at a particular phase would cause
such an unknown entity to continue or not continue with the next phases? As
stated in the preceding paragraph, we do not believe that Regulation S-B
requires this kind of far fetched, speculative and highly technical disclosure
under the circumstances, and particularly under circumstances not only beyond
our control but currently unknown to us. If Regulation S-B requires
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disclosure of this kind of futuristic, speculative guesswork in a mining
exploration context, please direct us to the specific provision. If not,
please waive this comment.
4. Drawing your attention to Comment No. 9, this comment is virtually
identical to the Commission's previous Comment No. 6 in its Dec. 21, 2005,
comment letter, a comment we responded to in our Jan. 23 response letter and
which has not been reiterated in this most recent comment letter.
Specifically, this new comment no. 9 asks us to remove references to other
properties in our new drilling target discussion, specifically, mining shafts
and claims that are not owned by us. As we stated in that previous response
and with all due respect, the Commission again seems to want to have it both
ways: The Commission has repeatedly demanded that we have a "detailed"
exploration plan with proposed drilling targets (or it threatens that we will
be deemed a "blank check company") but, based on this comment, the Commission
doesn't want us to be able to identify where these targets are. In our
identification of proposed drilling targets, we mention the Gemini mine and
the Paxman mine. The word "mine" means hole. It does not imply production
nor do we say anything whatsoever about any production from either of these
holes. To be sure, according to Spenst Hansen, there are as many as 1,500
holes in the Tintic and East Tintic Mining Districts. We do not understand
how a reader can be led to believe that because we mention the Gemini mine and
the Paxman mine in this required discussion, that we are leading anybody to
think that we will have production on our property. These "mines" are not
operating. Simply put, it is quite impossible to describe or identify
proposed drilling targets something the Commission has demanded of us without
mentioning their location. Were we to delete these references, where would
those drilling targets be? Accordingly, please explain why our mere
mentioning of the Gemini mine and the Paxman mine as landmark indicators of
where one or two of our proposed exploration targets are, and without
mentioning anything about any "ore" taken out of either hole, is or would be
misleading to anyone. If not, please waive this comment.
5. Drawing your attention to Comment No. 10, we are confused by this
comment only because your previous comment 7 (which you mention here) related
to what you now ask in comment 11 (mentioned below). We are also confused by
this comment in that in Comment 20 of your October 5, 2005, comment letter to
our second amended registration statement filed in August 2005, the Commission
asked this exact same question. We complied with the comment then and it was
not re-asserted by you in your subsequent comment letter dated December 21,
2005. The fact is that in response to this comment we long ago identified the
charge that Valley High took on its financials for issuing the 5 million
shares. The figure is $30,000. Are you therefore telling us in this comment
that you want us now to disclose, in the "Certain Relationships and Related
Transactions" section, that Valley High took a charge of $30,000 for the
5,000,000 shares that it issued to North Beck Joint Venture when this same
information is already disclosed elsewhere in the registration statement, as
amended? Please clarify so we can avoid getting this comment again and so we
can get it right the first time. If not, please waive it.
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6. Drawing your attention to Comment No. 11 and in the interests of
not getting an additional similar comment because we are guessing as to what
you want, we are not sure we understand what you want us to do in response to
this comment. I do not personally own ANY shares of Valley High Mining Co.
(i.e., direct ownership). As disclosed in the "Certain Relationships and
Related Transactions" section disclosure that the Commission twice demanded
that we make I personally own one third of North Beck Joint Venture, LLC,
through my family living trust. I also own another 15% of another one third
of North Beck Joint Venture through another family limited liability company
known as Coombs Brothers Investment Co., LLC, which itself owns one third of
North Beck Joint Venture, LLC. Of the 5,000,000 shares of Valley High
acquired by North Beck Joint Venture, I theoretically calculated that (in the
event of North Beck's dissolution) I would own or have a direct claim to
36.29% or 1,916,667 restricted shares of Valley High. This is all theory,
however, not reality. More importantly, it is irrelevant because I do NOT own
any such shares; instead, they are owned by North Beck Joint Venture. At the
same time, North Beck has no plans to dissolve itself and we have already
disclosed in the beneficial ownership table that I control, both directly and
indirectly, the entire 5,000,000 shares held by North Beck Joint Venture, all
of which is absolutely true. Accordingly, what exactly do you want us to
additionally disclose in the "beneficial ownership table"? To us and as I
have explained in this paragraph, we believe that the table is accurate. If
you don't want to inform us exactly and precisely what you want disclosed in
the table, please waive this comment.
As per past conversations I have had with Mr. John Reynolds, your
Assistant Director, concerning letters of these types, we are taking steps to
file this letter on Edgar.
Thank you for your time and attention to this matter.
Very truly yours,
VALLEY HIGH MINING CO.
/s/J. Michael Coombs
J. Michael Coombs, President
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