UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  X .

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

      .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to________

Commission file number 333-187245 Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)),

the Company is not required to provide the information required by this Item.

SBH ASSOCIATES, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-2236047
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification Number)

885 Woodstock Road, Suite 430-180, Roswell, GA 30075

(Address of principal executive offices)

(404) 720-5664

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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. Yes  X .  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 filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer      .    Accelerated Filer      .    Non-Accelerated Filer      .    Smaller Reporting Company  X .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes      .  No  X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      .  No  X .

At April 30, 2016, the number of shares of the Registrant’s common stock outstanding was 90,250,000.

1

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SBH ASSOCIATES, INC.

INDEX

PART I
ITEM 1	FINANCIAL STATEMENTS	4
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4	CONTROLS AND PROCEDURES	13
PART II
ITEM I	LEGAL PROCEEDINGS	15
ITEM 1A	RISK FACTORS	15
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4	MINE SAFETY DISCLOSURES	15
ITEM 5	OTHER INFORMATION	15
ITEM 6	EXHIBITS	15

2

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PART I

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

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SBH ASSOCIATES, INC.

(Dba Beecham Group)

BALANCE SHEETS

(Unaudited)

		March 31, 2016		September 30, 2015
ASSETS
ASSETS
Cash and cash equivalents	$	138,865	$	24,366
Accounts receivable		-		82,222
Costs and estimated earning in excess of billings on contracts in progress		21,543		18,251
Investments in and advance to joint venture		29,171		-
Prepaid expenses		25,243		-
Total assets	$	214,822	$	124,839
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Notes payable (related party)	$	37,650	$	-
Accrued expenses		41,275		20,870
Accounts payable		113,754		65,877
Billing in excess of cost and estimated earnings on contracts in progress		134,915		30,718
Real estate line of credit		77,058		-
Total liabilities		404,652		117,465
STOCKHOLDERS EQUITY (DEFICIT):
Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding		-		-
Common stock: $0.001 par value; 200,000,000 shares authorized; 90,250,000 issued and outstanding		90,250		90,250
Additional paid-in capital		(111,120)		(111,120)
Retained earnings		(168,960)		28,244
Total Stockholders’ Equity (Deficit)		(189,830)		7,374
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	214,822	$	124,839

See accompanying notes to the financial statements.

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SBH ASSOCIATES, INC.

(Dba Beecham Group)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited)

		2016		2015
Contracting revenue	$	329,285	$	350,161
Cost of contracting revenue		309,632		142,719
Gross margin on contracting operations		19,653		207,442
Operating expenses
Selling, general and administrative		66,887		17,791
Compensation		42,776		-
Total operating expenses		109,663		17,791
Net income (loss)		(90,010)		189,651
NET EARNINGS (LOSS) PER SHARE: BASIC AND DILUTED
	$	(.00)	$	.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		90,250,000		90,250,000

See accompanying notes to the financial statements.

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SBH ASSOCIATES, INC.

(Dba Beecham Group)

STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited)

		2016		2015
Contracting revenue	$	408,345	$	615,759
Cost of contracting revenue		377,324		239,720
Gross margin on contracting operations		31,021		376,0389
Operating expenses
Selling, general and administrative		146,377		123,429
Compensation		81,848		42,719
Total operating expenses		228,225		166,148
Net income (loss)		(197,204)		209,890
NET EARNINGS (LOSS) PER SHARE: BASIC AND DILUTED
	$	(.00)	$	.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		90,250,000		90,250,000

See accompanying notes to the financial statements.

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SBH ASSOCIATES, INC.

(Dba Beecham Group)

STATEMENTS OF CASH FLOWS

 FOR THE SIX MONTHS ENDED MARCH 31, 2016 AND 2015

(Unaudited)

		2016		2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(197,204)	$	209,890
Adjustments to reconcile net income to net cash from operating activities:
Decrease (increase) in accounts receivable		82,222		-
Decrease (increase) in costs and estimated earnings in excess of billings		(3,292)		(257,487)
Increase (decrease) in accounts payable		47,877		690
Increase (decrease) in accrued expenses		20,405		-
Increase (decrease) in advances from customers		104,197		318,559
Decrease (increase)in deferred loan cost		(25,243)		-
Cash provided by (used in ) operating activities		28,962		61,763
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in and advance to joint venture		(29,171)		-
Cash provided by (used in ) investing activities		(29,171)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Real estate line of credit		77,058		-
Notes payable related party		37,650		(10,291)
Cash provided by financing activities		114,709		(10,291)
Net change in cash and cash equivalents		114,499		261,361
Cash and cash equivalents - beginning of period		24,366		25,836
Cash and cash equivalents - end of period	$	138,865		287,197

See accompanying notes to the financial statements

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SBH ASSOCIATES, INC.

(Dba Beecham Group)

Notes to the Financial Statements

March 31, 2016

(Unaudited)

NOTE 1--BASIS OF PRESENTATION

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended September 30, 2015 and notes thereto contained in the Company’s Annual Report on Form 10-K.

Home Sale, Revenue and Profit Recognition

The Company follows the guidance of the Financial Accounting Standards Board (“FAS”) No. 605-20 Revenue Recognition - Services for revenue recognition. Revenue from the rendering of services is considered earned and realized or realizable only if all of the following criteria are met:

·

Persuasive evidence of an arrangement exists;

·

Services have been rendered;

·

The seller’s price to the buyer is fixed or determinable; and

·

Collectability is reasonably assured.

The Company most often serves as the general contractor for custom homes where the customer and not the Company owns the underlying land. Accordingly, it recognizes revenue from custom home construction contracts, which are primarily cost plus contracts, on the percentage-of-completion method where progress toward completion is measured by relating the actual cost of work performed to date to the current estimated total cost of the respective contracts. Company contracts include an estimate of total contract price by contract component; however, they do not include a maximum contract price. Revisions to initial estimated contract prices are made by change order presented to and agreed to by the owner customer.

The Company serves as the general contractor and takes responsibility for all costs incurred in the performance of contracts for construction of custom homes. It subcontracts all construction costs and establishes subcontracts through a bid process. It has general inventory risk, although it mitigates this risk by requiring significant customer deposits and advances, and it has discretion in subcontractor selection.

The Company has evaluated our contracting process in light of FAS 605-45, Principal Agent Considerations, and determined that its revenue from construction contracts is properly reflected at gross including the contract costs plus earned fees. Contract costs are expensed as incurred. Gross profit on cost plus contracts is recognized as earned, less an allowance for cancellation losses. Costs incurred prior to contract acceptance are reflected as deferred construction costs and assessed for impairment as each balance sheet date. Customer advances received in advance of the point contract costs are incurred are deferred and reflected as deferred or unearned revenue.

If the Company acts as the primary builder of a project rather than a general contractor, revenue will be recognized when a unit is sold and sales proceeds have been received.

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Emerging Growth Company

The Company qualifies as an “emerging growth company” under the JOBS Act. As a result, it is permitted to, and intends to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

·

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

·

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. The Company’s financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.

The Company will remain an “emerging growth company” for up to five years, or until the earliest of

i.

the last day of the first fiscal year in which its total annual gross revenues exceed $1 billion,

ii.

the date that it becomes a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of its ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or

iii.

the date on which it has issued more than $1 billion in non-convertible debt during the preceding three-year period.

NOTE 2– ORGANIZATION

SBH Associates, Inc. (the “Company” or “SBH”) doing business as Beecham Group was founded in 2012 and was incorporated as a C corporation under the laws of the State of Nevada on December 28, 2012

In May 2014, the Company engaged Mary Merritt, CISSP as its new president. Ms. Merritt introduced a new business plan for the Company based on the introduction of products using geo-location technology.

However in the next one year, Ms. Merritt was unable to raise sufficient financing to develop and bring her products to market in a manner consistent with the business plan. Therefore, on December 17, 2015, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among (i) SBH, (ii) Beecham Group, LLC, a Georgia company (“Beecham”), and (iii) the shareholders of Beecham, pursuant to which the holders of 100% of the outstanding common stock of Beecham transferred to the Company all of the common stock of Beecham in exchange for the issuance of 60,000,000 shares (the “Shares”) of the Company’s common stock and 1,000,000 newly-issued shares of preferred stock (such transaction, the “Share Exchange”). The 1,000,000 shares of preferred stock will be issued in early 2016. This transaction closed concurrently with the filing of SBH’s Current Report on Form 8-K with the Securities and Exchange Commission. As a result of the Share Exchange, Beecham became a wholly-owned subsidiary. SBH is now a holding company with all of its operations conducted through Beecham, which primarily consist of construction of custom luxury homes in the areas around Atlanta, GA, as more fully discussed herein. As part of this transaction, Mary Merritt returned 65,750,000 shares held by her to the Company.

The acquisition was accounted for as a reverse acquisition and recapitalization of Beecham. Beecham is the acquirer for accounting and financial reporting purposes, and SBH is the issuer. Accordingly, Beecham's historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger. Operations reported prior to the merger date are solely those of Beecham. No SBH operating results from prior to the merger date are included. Earnings per share for the periods prior to the merger are retroactively restated to reflect the equivalent number of shares outstanding.

The assets and liabilities of Beecham have been brought forward at their book value, and no goodwill has been recognized. Certain corporate-related liabilities such as accrued professional fees were carried over from SBH.

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After the foregoing transactions were completed, there are 90,250,000 shares of common stock outstanding. All disclosures of share amounts outstanding throughout the financial statements and footnotes thereto have been restated to give retroactive effect to the 12.125 for one stock split.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company is in the early stage of operations and has very limited capital and financing sources. These items raise substantial doubt about the Company’s ability to continue as a going concern without the attainment of additional sources of financing or profitable operations.

In view of these matters, realization of the Company’s financial and operating objectives is dependent upon the Company’s ability to meet its financial requirements through equity financing and sales of custom homes. These financial statements do not include adjustments relating to the recovery and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company has entered into agreements through February 10, 2016, which if completed successfully, will generate revenue. These include:

·

In December 2015, the Company entered into an agreement with another company to build and sell townhouses (see Note 5).

·

The Company entered into a bank loan agreement for proceeds up to $1,000,000 to finance construction of the townhouse project (see Note 6).

·

The Company entered into four executed contracts to serve as a general contractor on projects with estimated total revenue in excess of $2,400,000.

The Company also has received short-term loans aggregating $45,000 including $30,000 from the Company’s chief executive officer.

NOTE 4- NOTES PAYABLE RELATED PARTY

The Company borrowed $30,000 in the form of a short term loan from its CEO, Michael Beecham. The loan was incurred on October 20, 2015, with an interest rate of 5% per annum. The loan is due in full with interest on 12/31/2016.

The Company borrowed $15,000 from a financial institution through its CEO in December of 2015. This loan has a six (6) month term. The loan is due in monthly installments ranging from $2,650 to $3,813 and matures on June 11, 2016.

NOTE 5- Joint Venture Investment

In December 2015, the Company entered into an agreement with another company whereby the other company agreed to purchase land in Alpharetta, GA on which the Company will build and sell townhouses. When the townhouses are sold, the collective proceeds will be used to pay all of the Company’s direct and indirect construction costs and the other company’s cost for the land (estimated to approximate $540,000). After all costs are covered, profits, if any, will be split equally by the two parties.

The investment in and advance to this joint venture amount is $29,171 as of March 31, 2016.

NOTE 6 – REAL ESTATE LINE OF CREDIT

The Company entered into a land development line of credit with a financial institution for a total amount of $1,000,000 in connection with a joint venture agreement to build townhouses in Alpharetta, Georgia on December 21, 2015. The line of credit bears interest at 7.5% per annum and matures on December 21, 2017. Amounts advanced at March 31, 2016 amounted to $77,058. The line of credit is secured by the real estate being developed as townhomes for sale. Harry A. Beecham, Brent A. Beecham, and Michael R. Beecham have personally guaranteed the loan.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date of March 31, 2016 through the date these financial statements were available for issuance, and identified no reportable subsequent events.

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ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Note Regarding Forward-Looking Statements

Certain matters discussed in this interim report on Form 10-Q are forward-looking statements. Such forward-looking statements contained in this annual report involve risks and uncertainties, including statements as to:

·

our future operating results,

·

our business prospects,

·

our contractual arrangements and relationships with third parties,

·

the dependence of our future success on the general economy and its impact on the industries in which we may be involved,

·

the adequacy of our cash resources and working capital, and

·

other factors identified in our filings with the SEC, press releases and other public communications.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

The following discussion and analysis provides information which management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter ended December 31, 2015. Because of its nature of a development stage company, the reported results will not necessarily reflect the future.

Business Operations

During the three and six-month periods ended March 30, 2016 and 2015, the company devoted its efforts to restarting operations that its management had conducted prior to the recession of 2008 and 2009 that severely impacted the home building business. Operations for this period were:

		2016		2015
Contracting revenue	$	408,345.87	$	615,759.11
Cost of contracting revenue		377,324.30		239,720.21
Gross margin on contracting operations		31,021.57		376,038.90
Operating expenses
Selling, general and administrative		146,377.00		123,429.56
Compensation		81,848.17		42,719.31
Total operating expenses		228,225.00		166,148.87
Net income (loss)	$	(197,204.00)	$	209,890.03

The revenue for the period relates to one project in 2015 and two projects in 2014. During the three months ended December 31, 2015, Beecham received several contracts the work for which will be performed in 2016. The Company also committed significant time in planning a townhouse project that is described below. General and administrative expenses in 2015 increased principally because of professional fees ($21,540), liability insurance ($6,351) and marketing ($5,818).

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In December 2015:

·

The Company entered into an agreement with another company whereby the other company agreed to purchase land in Alpharetta, GA on which the Company will build and sell townhouses. When the townhouses are sold the collective proceeds will be used to pay all of the Company’s direct and indirect construction costs and the other company’s cost for the land (estimated to approximate $540,000). After all costs are covered, profits, if any, will be split equally by the two parties.

·

The Company entered into a bank loan agreement for proceeds up to $1,000,000 to finance construction of the townhouse project of which $77,058 was drawn down at March 31, 2016. Harry A. Beecham, Brent A. Beecham, and Michael R. Beecham have personally guaranteed the loan and the land on which the project will be built has been pledged as collateral.

·

The Company entered into four executed contracts to serve a general contractor with estimated total revenue in excess of $2,400,000.

The Company also has received short-term loans aggregating $45,000 from the Company’s chief executive officer.

The Company is also negotiating several other General Contractor Agreements but cannot provide assurances as to the likelihood or timing of receiving these contracts.

Other

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below and/or elsewhere in this prospectus. We believe that the perception that many people, including potential customers and business associates, have of a public company make it more likely that they will be more likely to engage a public company for services or accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. However, there can be no assurances that we will be successful in any of those efforts even if we are a public entity. Additionally, issuance of restricted shares would necessarily dilute the percentage of ownership interest of our stockholders.

Liquidity

Operating activities provided $28,962 in cash for the six months ended March 31, 2016, as compared with $61,763 used for the six months ended March 31, 2015. In both periods the primary driver of cash generated from operating activities was advances form customers in the form of unearned revenue.

Investing activities for the quarter ending March 31, 2016 were limited to advances to our joint venture project to build condominiums in the amount of $29,171.

Financing activities, consisting principally of loan proceeds from our real estate line of credit of $77,058 and from Brent Beecham, a related party of $37,650, for the six months ended March 31, 2016 generated $114,709 in cash, as compared with cash flows used in financing activities of $10,291 as repayments of related party advances for the six months ended March 31, 2015.

We currently have no committed source of funds other than the loan agreement that will be used to finance the construction of a Townhouse Project. However, our current projects do not require significant independent financing since our customers generally make regular progress payments which are used to pay our contractors and vendors.

Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of September 30, 2015, that states that our lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain any financing that may be necessary in order to continue as a going concern.

Off Balance Sheet Arrangements

We do not have any transactions, arrangements and other relationships with unconsolidated entities that will affect our liquidity or capital resources. We have no special purpose entities that provide off-balance sheet financing, liquidity or market or credit risk support, nor do we engage in swap agreements, or outsourcing of research and development services, that could expose us to liability that is not reflected on the face of our financial statements.

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Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. Note 3 to the financial statements, included elsewhere in this Annual Report on Form 10-K, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

 

Seasonality

 

We do not yet have a basis to determine whether our business will be seasonal. However, building gets disrupted during the winter months and also demand falls during economic downturns.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.

ITEM 4

CONTROLS AND PROCEDURES

Management’s Report on Internal Controls over Disclosure Controls and Procedures and Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our internal control over disclosure controls and procedures and financial reporting includes those policies and procedures that:

·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

·

that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

As of December 31, 2015, our management conducted an assessment of the effectiveness of the Company's internal control over disclosure controls and procedures and financial reporting. In making this assessment, management followed an approach based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”). Based on this assessment, management determined that the Company's internal control over disclosure controls and procedures and financial reporting as of March 31, 2016 was ineffective.

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We are implementing additional financial reporting controls including outsourcing our financial reporting function to a qualified external consultant and implementing entity level controls including management evaluation of our periodic financial reports.

During the quarter ended March 31, 2016, there were changes in the Company's internal control over financial reporting intended to enhance overall internal control over disclosure controls and procedures and financial reporting.

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

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PART II

Item 1

Legal Proceedings

None

Item 1A.

Risk Factors – not applicable to smaller reporting companies.

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3

Defaults upon Senior Securities

 

None

Item 4

Mine Safety Disclosures

N/A

 

Item 5

Other Information

None

Item 6

Exhibits

Exhibit Number	Description
31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Chief Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

 

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 thereunto duly authorized.

SBH Associates, Inc.

       (Registrant)

Date: May 23, 2016

By: /s/ MICHAEL R. BEECHAM

Michael R. Beecham

Chief Executive Officer

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