Attached files
| file | filename |
|---|---|
| EX-31.1 - SAND HILLS, INC | v210610_ex31-1.htm |
| EX-32.1 - SAND HILLS, INC | v210610_ex32-1.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: December 31, 2010
¨ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission
file number:
000-53736
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SAND HILLS, INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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26-4803428
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification
No.)
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25 Sunrise Point, Irmo, South Carolina
29063
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(Address
of principal executive
offices)
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(803) 407-0998
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(Issuer's
telephone number)
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(Former
name, former address and former
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fiscal
year, if changed since last
report)
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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 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. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
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Smaller
reporting company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). xYes ¨No
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.
¨ Yes ¨ 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 February 9, 2011 there were
2,000,000 shares of common stock outstanding.
PART
I — FINANCIAL INFORMATION
Item
1. Financial Statements.
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Page
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Balance
Sheets as of December 31, 2010 (unaudited) and March 31,
2010
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F-1
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Statements
of Operations for the three months and nine months ended December 31, 2010
and 2009 and the period from April 2, 2009 (Inception) to December 31,
2010 (unaudited)
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F-2
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Statement
of Stockholders’ Deficit as of December 31, 2010
(unaudited)
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F-3
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Statements
of Cash Flows for the nine months ended December 31, 2010 and 2009 and the
period from April 2, 2009 (Inception) to December 31, 2010
(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)
FINANCIAL
STATEMENTS
DECEMBER
31, 2010
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
DECEMBER
31, 2010
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Balance
Sheets as of December 31, 2010 (unaudited) and March 31,
2010 (derived from audited)
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F-1
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Statements
of Operations for the three months and nine months ended December 31, 2010
and 2009 and the period from April 2, 2009 (Inception) to December 31,
2010 (unaudited)
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F-2
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Statement
of Stockholders’ Deficit as of December 31, 2010
(unaudited)
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F-3
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Statements
of Cash Flows for the nine months ended December 31, 2010 and 2009 and the
period from April 2, 2009 (Inception) to December 31, 2010
(unaudited)
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F-4
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Notes
to Financial Statements
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F-5
– F-7
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SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
AS
OF DECEMBER 31, 2010 (UNAUDITED) AND MARCH 31, 2010 (DERIVED FROM
AUDITED)
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DECEMBER
31, 2010
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MARCH 31,
2010
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|||||||
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(unaudited)
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(derived from
audited)
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ASSETS
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Current
Assets
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Cash
and equivalents
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$ | 10,899 | $ | 2,844 | ||||
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TOTAL
ASSETS
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$ | 10,899 | $ | 2,844 | ||||
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LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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||||||||
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Current
Liabilities
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||||||||
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Accrued
expenses
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$ | 2,978 | $ | 3,542 | ||||
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Loan
payable – related party
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31,000 | 16,000 | ||||||
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TOTAL
LIABILITIES
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33,978 | 19,542 | ||||||
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Stockholders’
Deficit
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||||||||
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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 | ||||||
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Common
Stock – $.0001 par value, 100,000,000 shares authorized, 2,000,000 shares
issued and outstanding
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200 | 200 | ||||||
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Paid
in capital
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0 | 0 | ||||||
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Deficit
accumulated during the development stage
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(23,279 | ) | (16,898 | ) | ||||
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Total
stockholders’ deficit
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(23,079 | ) | (16,698 | ) | ||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 10,899 | $ | 2,844 | ||||
See
accompanying notes to financial statements.
F-1
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS (unaudited)
THREE
MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2010 AND 2009
PERIOD
FROM APRIL 2, 2009 (INCEPTION) TO DECEMBER 31, 2010
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Three months
ended
December 31,
2010
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Three Months
ended
December 31,
2009
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Nine months
ended
December 31,
2010
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Nine Months
ended
December 31,
2009
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Period from
April 2, 2009
(Inception) to
December 31,
2010
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REVENUES
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$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
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EXPENSES
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Filing
fees
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249 | 0 | 1,245 | 0 | 3,560 | |||||||||||||||
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Professional
fees
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1,000 | 3,356 | 3,700 | 12,856 | 17,400 | |||||||||||||||
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Interest
expense – related party
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625 | 260 | 1,436 | 556 | 2,319 | |||||||||||||||
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NET
LOSS
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$ | (1,874 | ) | $ | (3,616 | ) | $ | (6,381 | ) | $ | (13,412 | ) | $ | (23,279 | ) | |||||
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NET
LOSS PER SHARE:
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||||||||||||||||||||
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BASIC
AND DILUTED
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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WEIGHTED
AVERAGE SHARES OUTSTANDING:
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BASIC
AND DILUTED
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2,000,000 | 2,000,000 | 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 DECEMBER 31, 2010
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Common stock
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Additional
paid-in
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Deficit
accumulated
during the
development
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||||||||||||||||||
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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 | |||||||||||
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Net
loss for the year ended March 31, 2010
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- | - | - | (16,898 | ) | (16,898 | ) | |||||||||||||
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Balance,
March 31, 2010
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2,000,000 | 200 | - | (16,898 | ) | (16,898 | ) | |||||||||||||
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Net
loss for the nine months ended December 31, 2010
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- | - | - | (6,381 | ) | (6,381 | ) | |||||||||||||
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Balance,
December 31, 2010
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2,000,000 | $ | 200 | $ | - | $ | (23,279 | ) | $ | (23,079 | ) | |||||||||
See
accompanying notes to financial statements.
F-3
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS (unaudited)
NINE
MONTHS ENDED DECEMBER 31, 2010 AND 2009
PERIOD
FROM APRIL 2, 2009 (INCEPTION) TO DECEMBER 31, 2010
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Nine months
ended December
31, 2010
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Nine months
ended December
31, 2009
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Period from April 2,
2009 (Inception) to
December 31, 2010
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss for the period
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$ | (6,381 | ) | $ | (13,412 | ) | $ | (23,279 | ) | |||
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Change
in non-cash working capital items:
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||||||||||||
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Increase
(decrease) in accrued expenses
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(564 | ) | 1,056 | 2,978 | ||||||||
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CASH
FLOWS USED BY OPERATING ACTIVITIES
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(6,945 | ) | (12,356 | ) | (20,301 | ) | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||||||
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Sale
of common stock
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0 | 200 | 200 | |||||||||
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Note
payable from related party
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15,000 | 16,000 | 31,000 | |||||||||
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CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
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15,000 | 16,200 | 31,200 | |||||||||
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NET
INCREASE (DECREASE) IN CASH
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8,055 | 3,844 | 10,899 | |||||||||
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Cash,
beginning of period
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2,844 | 0 | 0 | |||||||||
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Cash,
end of period
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$ | 10,899 | $ | 3,844 | $ | 10,899 | ||||||
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SUPPLEMENTAL
CASH FLOW INFORMATION
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||||||||||||
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Interest
paid
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$ | 0 | $ | 0 | $ | 0 | ||||||
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Income
taxes paid
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$ | 0 | $ | 0 | $ | 0 | ||||||
See
accompanying notes to financial statements.
F-4
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2010
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 related to development-stage
companies. A development-stage company is one in which planned principal
operations have not commenced or if its operations have commenced, there has
been no significant revenues there from.
Basis of
Presentation
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company has adopted a March 31 year
end.
Cash and Cash
Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents. At December 31, 2010 and March 31, 2010
the Company had $10,899 and $2,844 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 notes
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.
F-5
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2010
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basic Income (Loss) Per
Share
Basic
income (loss) per share is calculated by dividing the Company’s net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company’s net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of December 31, 2010.
Revenue
Recognition
The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with SFAS No. 123 and
123 (R) (ASC 718). To date, the Company has not adopted a stock option
plan and has not granted any stock options. As of December 31, 2010, the Company
has not issued any stock-based payments to its employees.
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.
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. Another loan in the amount of
$7,000 was received on November 10, 2009 from the same party. Additionally,
another loan of $15,000 was received on August 8, 2010 from the same party. The
loans accrue interest at a rate of 8% annually with principal and interest due
and payable on demand by the holder. At December 31, 2010 accrued interest
totaled $2,219. RBS Management Group, LLC is a shareholder of the Company,
and its member is President and a board member of the Company.
NOTE
3 – ACCRUED EXPENSES
Accrued
expenses consisted of amounts due to the Company’s independent auditors,
registration fees and interest.
F-6
SAND
HILLS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2010
NOTE
4 – INCOME TAXES
For the
periods ended December 31, 2010, 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 $23,279 at December 31, 2010, and will expire
beginning in the year 2030.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
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December 31,
2010
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March 31, 2010
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|||||||
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Deferred
tax asset attributable to:
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||||||||
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Net
operating loss carryover
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$ | 7,915 | $ | 5,745 | ||||
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Valuation
allowance
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(7,915 | ) | (5,745 | ) | ||||
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Net
deferred tax asset
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$ | - | $ | - | ||||
NOTE
5 – 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
6 – COMMITMENTS AND CONTINGENCIES
The
Company neither owns nor leases any real or personal property. An officer has
provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the
financial statements and accordingly are not reflected herein. The
officers and directors are involved in other business activities and most likely
will become involved in other business activities in the future.
NOTE
7 – SUBSEQUENT EVENTS
Management
has evaluated subsequent events through February 8, 2011, the date on which the
financial statements were issued, and has determined it does not have any
material subsequent events to disclose.
F-7
Item
2. Management’s Discussion and Analysis or Plan of Operation.
Overview.
Sand
Hills, Inc. (“we”, “us” or the “Company”) was incorporated 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 transaction (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 Target Businesses.
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 our 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.
We cannot assure you that we will be
successful in concluding a Business Combination. We will not realize any
revenues or generate any income unless and until we successfully merge with or
acquire an operating business that is generating revenues and otherwise is
operating profitably. Moreover, we can offer no guarantee that the Company
will achieve long-term or immediate short-term earnings from any Business
Combination.
Any
entity with which we enter into a Business Combination will be subject to
numerous risks in connection with its operations. 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 prior to the transaction;
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 limited 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.
Liquidity and Capital
Resources.
At
December 31, 2010, we had $10,899 of cash on hand. Cash available will not
be sufficient to cover our operating costs and expenses over the next twelve
months during which time we expect that we will incur costs and expenses in
connection with the preparation and filing of reports under the Exchange Act,
the evaluation and investigation of Target Businesses and, possibly, in
connection with a Business Combination. Over the next twelve months, we
estimate that we will incur costs and expenses in connection with the
preparation and filing of reports under the Exchange Act of approximately
$15,000. We are unable to provide an estimate of the costs we may incur in
connection with identifying and evaluating Targets Businesses or costs we may
incur in connection with entering into a Business Combination given the
multitude of variables associated with such activities.
1
To date,
we have funded our operations through loans from our stockholders and, as of
December 31, 2010, we had borrowed an aggregate of $31,000 from them, including
$15,000 during the nine months then ended. 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. Our stockholders have
advised management that they presently expect to fund additional costs and
expenses we may incur through loans or further investment in the Company, as and
when necessary. However, our stockholders are under no obligation to
provide such funding.
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 have we generated any revenues. We reported a net loss for
the three months ended December 31, 2010 of $1,874 and a net loss since
inception of $23,279 and have a working capital deficit at December 31, 2010 of
$23,079. Since our inception, our operating expenses have principally
comprised professional fees and expenses incurred in connection with the filing
of documents under the Securities Exchange Act of 1934, as amended, as well as
interest accrued on loans from one of our stockholders.
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.
Smaller
reporting companies are not required to provide the information required by this
item.
Item
4(T). Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
As of
December 31, 2010, 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 December 31, 2010 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 December 31, 2010, the Company did not issue any
securities.
(b) Not
applicable.
(c)
During the three months ended December 31, 2010, 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. (Removed and
Reserved)
Item
5. Other Information.
None.
Item
6. Exhibits.
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Exhibit
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Description
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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 December 31, 2010.
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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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* Pursuant
to Commission Release No. 33-8238, this certification will be treated as
“accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of
such report for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of Section 18 of
the Securities Exchange Act of 1934, as amended, and this certification will not
be deemed to be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that the registrant specifically incorporates it by
reference.
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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.
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SAND
HILLS, INC.
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Date:
February 9, 2011
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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
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4