Item
4.01
Changes in Registrant’s
Certifying Accountant.
On
November 11, 2010, the Board of Directors of Valley High Mining Company (the
“
Company
”)
approved the dismissal of Pritchett, Siler & Hardy, P.C.(“
Pritchett &
P.C.
”) as the Company’s independent registered public accounting
firm. Pritchett & P.C. was, on the same day, dismissed from the
service as the Company’s independent registered public accounting
firm.
Concurrent
with this action, on November 11, 2010, the Company engaged GBH CPAs, PC (“
GBH & PC
”) as the
Company’s independent registered public accounting firm. The engagement was
approved by the Company Board of Directors. GBH & PC is located
at 6002 Rogerdale, Suite 500, Houston, Texas 77072.
The
Company’s financial statements for the fiscal years ended December 31, 2009 and
2008 were audited by Pritchett & P.C. In its report, Pritchett & P.C.
expressed no opinion on the effectiveness of the Company’s internal control over
financial reporting and qualified its opinion on the Company’s existence as a
going concern. Other than aforementioned situations, Pritchett &
P.C.’s report on the Company’s financial statements for either of the past two
years (2009 and 2008) did not contain an adverse opinion, a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles.
During
the fiscal years ended December 31, 2009 and 2008 and through the date of
dismissal, there were no disagreements with Pritchett & P.C. on any matter
of accounting principles or practices, financial statement disclosure, auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Pritchett & P.C., would have caused it to make reference to the subject
matter of the disagreement in connection with its report on the financial
statements for such years.
The
Company has provided Pritchett & P.C. with a copy of this Form 8-K prior to
its filing with the SEC and requested Pritchett & P.C. to furnish a letter
addressed to the SEC stating whether it agrees with the statements made above.
Attached as Exhibit 16.1 is a copy of Pritchett & P.C.’s letter to the SEC,
dated November 16, 2010.
During
the fiscal years ended December 31, 2009 and 2008 and the subsequent interim
period prior to engaging GBH & PC, neither the Company nor anyone on the
Company's behalf consulted with GBH & PC regarding either (i) the
application of accounting principles to a specified transaction, either
contemplated or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements and either a written report was provided to
the Company or oral advice was provided that GBH & PC concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement or a reportable event.
The
Company has authorized and requested Pritchett & P.C. to respond fully to
all inquiries of GBH & PC.