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EX-32.1 - SAND HILLS, INC | v166054_ex32-1.htm |
EX-31.1 - SAND HILLS, INC | v166054_ex31-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended: September 30,
2009
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission
file number: 000-53736
SAND HILLS,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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26-4803428
|
|
(State
or other jurisdiction of incorporation
or organization)
|
|
(I.R.S.
Employer Identification
No.)
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25 Sunrise Point, Irmo,
South Carolina 29063
(Address
of principal executive offices)
(803)
407-0998
(Issuer's
telephone number)
(Former
name, former address and former
fiscal
year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
¨ Yes ¨ No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). x
Yes oNo
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.o Yes o No
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: At November 12, 2009 there were
1,000,000 shares of common stock outstanding.
PART
I — FINANCIAL INFORMATION
Item 1.
Financial Statements.
Balance
Sheets as of September 30, 2009 (unaudited) and June 30, 2009
(audited)
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F-1
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Statements
of Operations for the Three Months Ended September 30, 2009 and for the
Period from April 2, 2009 (Inception) to September 30, 2009
(unaudited)
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F-2
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Statement
of Stockholders’ Deficit as of September 30, 2009
(unaudited)
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F-3
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Statements
of Cash Flows for the Three Months Ended June 30, 2009 and for the Period
from April 2, 2009 (Inception) to September 30, 2009
(unaudited)
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F-4
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Notes
to Financial Statements
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F-5
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SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
AS
OF SEPTEMBER 30, 2009 AND JUNE 30, 2009
September
30,
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June
30,
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|||||||
2009
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2009
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|||||||
(unaudited)
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(audited)
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|||||||
ASSETS
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||||||||
Current
Assets
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||||||||
Cash
and equivalents
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$ | 200 | $ | 200 | ||||
TOTAL
ASSETS
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$ | 200 | $ | 200 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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||||||||
Current
Liabilities
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||||||||
Accrued
expenses
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$ | 796 | $ | 114 | ||||
Loan
payable – Related party
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9,000 | 9,000 | ||||||
TOTAL
LIABILITIES
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9,796 | 9,114 | ||||||
Stockholders’
Deficit
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||||||||
Preferred
Stock – $.0001 par value, 10,000,000 shares authorized, -0- shares issued
and outstanding
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0 | 0 | ||||||
Common
Stock – $.0001 par value, 100,000,000 shares authorized, 2,000,000 shares
issued and outstanding
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200 | 200 | ||||||
Paid
in capital
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0 | 0 | ||||||
Deficit
accumulated during the development stage
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(9,796 | ) | (9,114 | ) | ||||
Total
stockholders’ deficit
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(9,596 | ) | (8,914 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 200 | $ | 200 |
See
accompanying notes to financial statements.
F-1
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS (unaudited)
THREE
MONTHS ENDED SEPTEMBER 30, 2009
PERIOD
FROM APRIL 2, 2009 (INCEPTION) TO SEPTEMBER 30, 2009
Three Months
Ended September
30, 2009
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Period from April
2, 2009 (Inception)
to September 30,
2009
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|||||||
REVENUES
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$ | 0 | $ | 0 | ||||
EXPENSES
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||||||||
Professional
fees
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500 | 9,500 | ||||||
Interest
expense
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182 | 296 | ||||||
NET
LOSS
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$ | (682 | ) | $ | (9,796 | ) | ||
NET
LOSS PER SHARE:
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||||||||
BASIC
AND DILUTED
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$ | (0.00 | ) | $ | (0.00 | ) | ||
WEIGHTED
AVERAGE SHARES OUTSTANDING:
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||||||||
BASIC
AND DILUTED
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2,000,000 | 2,000,000 |
See
accompanying notes to financial statements.
F-2
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ DEFICIT (unaudited)
PERIOD
FROM APRIL 2, 2009 (INCEPTION) TO SEPTEMBER 30, 2009
Common stock
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Additional
paid-in
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Deficit
accumulated
during the
development
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||||||||||||||||||
Shares
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Amount
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capital
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stage
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Total
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||||||||||||||||
Issuance
of common stock
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2,000,000 | $ | 200 | $ | - | $ | - | $ | 200 | |||||||||||
Net
loss for the period ended June 30, 2009
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- | - | - | (9,114 | ) | (9,114 | ) | |||||||||||||
Balance,
June 30, 2009
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2,000,000 | 200 | - | (9,114 | ) | (8,914 | ) | |||||||||||||
Net
loss for the three months ended September 30, 2009
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- | - | - | (682 | ) | (682 | ) | |||||||||||||
Balance,
September 30, 2009
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2,000,000 | $ | 200 | $ | - | $ | (9,796 | ) | $ | (9,596 | ) |
See
accompanying notes to financial statements.
F-3
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS (unaudited)
THREE
MONTHS ENDED SEPTEMBER 30, 2009
PERIOD
FROM APRIL 2, 2009 (INCEPTION) TO SEPTEMBER 30, 2009
Three Months
Ended
September 30,
2009
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Period from
April 2, 2009
(Inception) to
September 30,
2009
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|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net
loss for the period
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$ | (682 | ) | $ | (9,796 | ) | ||
Change
in non-cash working capital items:
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||||||||
Increase
in accrued expenses
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682 | 796 | ||||||
CASH
FLOWS USED BY OPERATING ACTIVITIES
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0 | (9,000 | ) | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||
Sale
of common stock
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0 | 200 | ||||||
Note
payable from related party
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0 | 9,000 | ||||||
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
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0 | 9,200 | ||||||
NET
INCREASE IN CASH
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0 | 200 | ||||||
Cash,
beginning of period
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200 | 0 | ||||||
Cash,
end of period
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$ | 200 | $ | 200 | ||||
SUPPLEMENTAL
CASH FLOW INFORMATION
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||||||||
Interest
paid
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$ | 0 | $ | 0 | ||||
Income
taxes paid
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$ | 0 | $ | 0 |
See
accompanying notes to financial statements.
F-4
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature
of Business
Sand
Hills, Inc. (the "Company”) was organized under the laws of the State of Nevada
on April 2, 2009 as a corporation. The Company’s objective is to
acquire or merge with a target business or company in a business
combination.
Development
Stage Company
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles applicable to development-stage
enterprises. A development-stage enterprise is one in which planned
principal operations have not commenced or if its operations have commenced,
there has been no significant revenues there from.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents. At September 30, 2009 and June 30,
2009 the Company had $200 of unrestricted cash to be used for future business
operations.
Fair
Value of Financial Instruments
Sand
Hills’ financial instruments consist of cash, accrued expenses, and a note
payable. The carrying amount of these financial instruments
approximates fair value due to either length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws. A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Comprehensive
Income (Loss)
The
Company has established standards for the reporting and display of comprehensive
income and its components in the financial statements. There were no
items of comprehensive income (loss) applicable to the Company during the period
covered in these financial statements.
Recent
Accounting Pronouncements
Sand
Hills does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on the Company’s results of operations, financial
position or cash flow.
F-5
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
2 – LOAN PAYABLE – RELATED PARTY
The
Company received an unsecured loan in the amount of $9,000 on May 5, 2009 from
RBS Management Group, LLC, a related party, which was used to fund its corporate
bank account for use as working capital. The loan accrues interest at
a rate of 8% annually with principal and interest due and payable on demand by
the holder. At September 30, 2009 accrued interest totaled
$296. RBS Management Group, LLC is a shareholder of the Company, and
its member is President and a board member of the Company.
NOTE
3 – INCOME TAXES
For the
periods ended September 30, 2009, Sand Hills has incurred net losses and,
therefore, has no tax liability. The net deferred tax asset generated
by the loss carry-forward has been fully reserved. The cumulative net
operating loss carry-forward is $9,796 at September 30, 2009, and will expire
beginning in the year 2029.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2009
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||||
Deferred
tax asset attributable to:
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||||
Net
operating loss carryover
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$ | 3,330 | ||
Valuation
allowance
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(3,330 | ) | ||
Net
deferred tax asset
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$ | - |
NOTE
4 – LIQUIDITY AND GOING CONCERN
Sand
Hills has not generated any revenues, has a working capital deficit, and has
suffered a loss from operations. These factors create substantial
doubt about the Company’s ability to continue as a going concern. The
financial statements do not include any adjustment that might be necessary if
the Company is unable to continue as a going concern.
The
ability of Sand Hills to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations or acquiring or merging
with a profitable company. Management’s plans include selling its
equity securities and obtaining debt financing to fund its capital requirements
until it is able to enter into a business combination with another company;
however, there can be no assurance the Company will be successful in these
efforts.
NOTE 5 – SUBSEQUENT
EVENTS
The
Company has analyzed its operations subsequent to September 30, 2009 through
November 13, 2009 and has determined that it does not have any material
subsequent events to disclose in these financial statements.
F-6
Item
2. Management’s Discussion and Analysis or Plan of Operation.
Overview.
Sand
Hills, Inc. (“we”, “us” or the “Company”) was organized in the State of Nevada
on April 2, 2009. We are a developmental stage company and have not
generated any revenues to date. We were organized to serve as a
vehicle for a business combination through a capital stock exchange, merger,
reverse acquisition, asset acquisition or other similar business combination (a
“Business Combination”) with an operating or development stage business (the
“Target Business”) which desires to utilize our status as a reporting company
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). We are currently in the process of evaluating and identifying
targets for a Business Combination. We are not presently engaged in,
and will not engage in, any substantive commercial business operations unless
and until we consummate a Business Combination.
Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business. We have not established any specific
attributes or criteria (financial or otherwise) for prospective Target
Businesses. None of officers or directors has ever served as an
officer or director of a development stage public company with the business
purpose of acquiring an operating company. Accordingly, they may not
successfully identify a Target Business or conclude a Business
Combination. To the extent we affect a Business Combination
with a financially unstable company or an entity in its early stage of
development or growth, including entities without established records of sales
or earnings, we may be affected by numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. If we consummate a Business Combination with a foreign
entity, we will be subject to all of the risks attendant to foreign
operations. Although our management will endeavor to evaluate the
risks inherent in a particular Target Business, we cannot assure you that we
will properly ascertain or assess all significant risk factors.
We expect
that in connection with any Business Combination, we will issue a significant
number of shares of our common stock (equal to at least 80% of the total number
of shares outstanding after giving effect to the transaction and likely a
significantly higher percentage) in order to ensure that the Business
Combination qualifies as a “tax free” transaction under federal tax
laws. The issuance of additional shares of our capital stock
will:
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·
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significantly
reduce the equity interest of our stockholders;
and
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·
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cause
a change in and likely result in the resignation or removal of our present
officers and directors.
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Our
management anticipates that our Company likely will affect only one Business
Combination, due primarily to our financial resources and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a Target
Business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us
because it will not permit us to offset potential losses from one venture
against potential gains from another.
1
Liquidity and Capital
Resources.
At
September 30, 2009, we had $200 of cash on hand. We do not expect
that the funds available will be sufficient to cover our operating costs and
expenses. During the next twelve months we anticipate that we will
incur costs and expenses in connection with the preparation and filing of
reports under the Exchange Act and the evaluation and investigation of targets
for a Business Combination. Our stockholders have advised management
that they expect to fund additional costs and expenses we may incur, including
the costs of filing Exchange Act reports, in connection with due diligence
activities of a Target Business and the Business Combination process, through
loans or further investment in the Company, as and when necessary. We
cannot provide investors with any assurance that we will have sufficient capital
resources to identify a suitable Target Business, to conduct effective due
diligence as to any Target Business or to consummate a Business
Combination. As a result of our negative working capital, our losses
since inception, and failure to generate revenue from operations, our financial
statements include a note in which our auditor has expressed doubt about our
ability to continue as a "going concern."
Results of
Operations.
Since our inception, we have not
engaged in any substantive operations, other than seeking to identify a Target
Business, nor generated any revenues. We reported a net loss for the
period ended September 30, 2009 of $682 and a net loss since inception of $9,796
and have a working capital deficit.
We do not
expect to engage in any substantive activities unless and until such time as we
enter into a Business Combination with a Target Business, if ever. We
cannot provide investors with any assessment as to the nature of a Target
Business’s operations or speculate as to the status of its products or
operations, whether at the time of the Business Combination it will be
generating revenues or its future prospects.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item
4(T). Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
As of
September 30, 2009, the Company’s management carried out an evaluation, under
the supervision and with the participation of the Company’s Chief Executive
Officer, who is the Company’s principal executive officer and principal
financial officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15 and
15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. Based on
such evaluation, the Company’s Chief Executive Officer has concluded that the
Company's disclosure controls and procedures were effective.
Changes
in Internal Controls
There
have been no changes in the Company’s internal control over financial reporting
(as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three
months ended September 30, 2009 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings.
The
Company is not a party to any legal proceeding or litigation.
2
Item
1A. Risk Factors.
Smaller
reporting companies are not required to provide the information required by this
item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) During
the three months ended September 30, 2009, the Company did not issue any
securities.
(b) Not
applicable.
(c)
During the three months ended September 30, 2009, neither the issuer nor any
"affiliated purchaser," as defined in Rule 10b-18(a)(13), purchased any shares
or other units of any class of the issuer's equity securities.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits.
Exhibit
|
Description
|
|
31.1
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Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009.
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32.1
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Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes Oxley Act of
2002.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused the Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SAND
HILLS, INC.
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Date:
November 12, 2009
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By:
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/s/ E. Robert
Selby
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Name:
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E.
Robert Selby
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Title:
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President,
Principal Executive Officer
and Principal Financial Officer |
4