Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 10, 2015

 

VALLEY HIGH MINING COMPANY

(Exact name of registrant as specified in its charter)

Nevada		000-51232		68-0582275
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

	10777 Westheimer Road, Suite 1100 Houston, TX 77042
	(Address of Principal Executive Offices)

[phone]

Registrant’s telephone number, including area code
  

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm

 

Effective on April 10, 2015, the board of directors (the “Board”) of Valley High Mining Company (the “Company”) dismissed Terry L. Johnson, CPA (“Johnson”), as the Company’s independent registered public accounting firm.

 

Johnson’s report on the financial statements for the fiscal year ended December 31, 2013 and 2012, contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle, other than for a going concern. During the fiscal years ended December 31, 2013 and 2012, and in the subsequent interim period through April 10, 2015, the date of dismissal of Johnson, there were no disagreements with Johnson on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Johnson, would have caused them to make reference to the subject matter of the disagreements in its reports on the financial statements for such year. During the fiscal years ended December 31, 2013 and 2012, and in the subsequent interim period through April 10, 2015, the date of dismissal of GBH, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided a copy of the above disclosures to Johnson and requested Johnson to provide it with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not Johnson agrees with the above disclosures. A copy of Johnson’s letter, dated April 10, 2015, confirming its agreement with the disclosures in this Item 4.01 is attached as Exhibit 16.1 to this Form 8-K.

 

(b) New Independent Registered Public Accounting Firm

 

On April 24, 2015, the Board approved the engagement of BF Borgers CPA PC (“BF Borgers”), as the Company’s new independent registered public accounting firm.

 

During the fiscal years ended December 31, 2013 and 2014, and the subsequent interim period prior to the engagement of BF Borgers, the Company has not consulted BF Borgers regarding (i) the application of accounting principles to any specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(v)) or a reportable event (as defined in Item 304(a)(1)(v)).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
16.1		Letter of Terry L. Johnson, CPA, dated April 10, 2015*

 

* Filed herewith

 

SIGNATURE

 

            Pursuant to the requirements of the Securities 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: June 22, 2015	By:	/s/ Richard Johnson
		Richard Johnson
		Chief Executive Officer

 

Exhibit 16.1

 

TERRY L. JOHNSON, CPA

406 Greyford Lane

Casselberry, Florida 32707

Phone [phone]

Fax/Voice Message 866-813-3428

E-mail [e-mail]

  

 

April 10, 2015

 

Office of the Chief Accountant 

Securities and Exchange Commission 

100F Street, NE 

Washington, D.C. 20549

 

Dear Sir/Madam:

 

I have read the statements made by Valley High Mining Company., a Nevada corporation (the "Company"), which were provided to me and which I understand will be filed with the Securities and Exchange Commission pursuant to Item 4.01 of Form 8-K, regarding my resignation as the Company's certifying accountant. I agree with the statements concerning my firm in such Current Report on Form 8-K. I have no basis to agree or disagree with other statements made under Item 4.01.

 

I hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

 

Very truly yours,

 

 

/s/ Terry L. Johnson, CPA

Terry L. Johnson, CPA

Casselberry, Florida