UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 (Mark
One)
 
 þ ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the
fiscal year ended December
31, 2010
 or
 
  ̈
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the
transition period from ______________ to ________________
 
 Commission
file number 333-150266
 
 BNH
  INC.(Exact
      name of registrant as specified in its charter)Nevada
                
                92-0189305(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (I.R.S.
      Employer Identification No.)c/o
      Nehemya Hesin
                  29
      Rashbi St. Apt # 19
                  Modiin
      Illit, Israel
                
                71919(Address
      of principal executive offices)
                
                (Zip
      Code)1-212-428-6803(Registrant’s
      telephone number, including area
code)
 
 Securities
      registered pursuant to Section 12(b) of the Act:N/A
                
                N/ATitle
      of each Class
                
                Name
      of each exchange on which registeredSecurities
      registered pursuant to section 12(g) of the Act:Shares
      of Common Stock, $0.001 par valueTitle
      of Class
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yes  ̈
No þ
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  ̈
No þ
 
 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. Yes þ No  ̈
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
 
 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  ̈         Accelerated
filer  ̈         Non-accelerated
filer  ̈         Smaller
reporting company þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes þ No  ̈
 
 The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $3,854,167 based upon the
price that our common stock was last sold which was $1.25. Shares of common
stock held by each officer and director and by each person or group who owns 10%
or more of them outstanding common stock amounting to 4,500,000 shares have been
excluded in that such persons or groups may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
 
 Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable
 date.
7,583,334 shares of common
stock as of February 15, 2011.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
  Exhibits
incorporated by reference are referred under Part IV.
  
 
 TABLE
OF CONTENTS
 
 PageFORM 10-K
                                                                                    
                                                                                    
                                                                                    
                                                                                    1PART I
                                                                                    
                                                                                    
                                                                                    
                                                                                    1ITEM 1.
                                                                                    
                                                                                    BUSINESS
                                                                                    
                                                                                    1ITEM 1A.
                                                                                    
                                                                                    RISK FACTORS
                                                                                    
                                                                                    3ITEM 2.
                                                                                    
                                                                                    PROPERTIES
                                                                                    
                                                                                    5ITEM 3.
                                                                                    
                                                                                    LEGAL PROCEEDINGS
                                                                                    
                                                                                    5ITEM 4.
                                                                                    
                                                                                    REMOVED
      AND RESERVED
                                                                                    
                                                                                    5PART II
                                                                                    
                                                                                    
                                                                                    
                                                                                    1ITEM 5.
                                                                                    
                                                                                    MARKET FOR REGISTRANT’S
      COMMON EQUITY, RELATED
      STOCKHOLDERMATTERS AND ISSUER PURCHASES OFEQUITY
      SECURITIES
                                                                                    
                                                                                    6ITEM 6.
                                                                                    
                                                                                    SELECTED FINANCIAL DATA
                                                                                    
                                                                                    6ITEM 7.
                                                                                    
                                                                                    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF
      FINANCIALCONDITION AND RESULTS OF OPERATIONS
                                                                                    
                                                                                    7ITEM 7A.
                                                                                    
                                                                                    QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                                                    
                                                                                    9ITEM 8.
                                                                                    
                                                                                    FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
                                                                                    
                                                                                    10ITEM9.
                                                                                    
                                                                                    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE
                                                                                    
                                                                                    10ITEM9A.
                                                                                    
                                                                                    CONTROLS AND PROCEDURES
                                                                                    
                                                                                    10ITEM9B.
                                                                                    
                                                                                    OTHER INFORMATION
                                                                                    
                                                                                    11PART IIIITEM 10.
                                                                                    
                                                                                    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
                                                                                    
                                                                                    12ITEM 11.
                                                                                    
                                                                                    EXECUTIVE COMPENSATION
                                                                                    
                                                                                    14ITEM 12.
                                                                                    
                                                                                    SECURITYOWNERSHIPOF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
                                                                                    
                                                                                    15ITEM 13.
                                                                                    
                                                                                    CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE
                                                                                    
                                                                                    16ITEM 14.
                                                                                    
                                                                                    PRINCIPAL ACCOUNTING FEES AND
      SERVICES
                                                                                    
                                                                                    16PART IVITEM 15.
                                                                                    
                                                                                    EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
                                                                                    
                                                                                    17SIGNATURES
  
  Forward
Looking Statements
 
 This
annual report contains forward-looking statements within the meaning of Section
27A of the Securities Actof 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). These forward-looking statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of these terms or other comparable
terminology. These forward-looking statements are only predictions and involve
known and unknown risks, uncertainties and other factors, including the risks
set out below, any of which may cause our or our industry’s actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. These risks include, by way of
example and not in limitation:
 
 ·
              risks
      related to our ability to continue as a going
  concern;
 ·
              the
      uncertainty of profitability based upon our history of
    losses;
 ·
              risks
      related to failure to obtain adequate financing on a timely basis and on
      acceptable terms for our planned development
  projects;
 ·
              risks
      related to environmental regulation and
  liability;
 ·
              risks
      related to tax assessments;
 ·
              risks
      and uncertainties related to our prospects, properties, and business
      strategy; and
 ·
              risks
      related to doing business in
Israel.
 
 The above
list is not an exhaustive list of the factors that may affect any of our
forward-looking statements. These and other factors should be considered
carefully and readers should not place undue reliance on our forward-looking
statements.
 
 Forward
looking statements are made based on management’s beliefs, estimates and
opinions on the date the forward-looking statements are made, and we undertake
no obligation to update forward-looking statements should these beliefs,
estimates and opinions or other circumstances change. Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these forward-looking statements to actual
results.
 
 Our
financial statements are stated in United States dollars (“US$”) and are
prepared in accordance with United States generally accepted accounting
principles (“GAAP”).
 
 In this
annual report, unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to "common stock" refer to the shares
of our common stock.
 
 As used
in this annual report, the terms "we", "us", "our", "BNH" and “Issuer” mean BNH
Inc. unless the context clearly requires otherwise.
  
  PART
I
 
 ITEM
      1.
              BUSINESS
 
 Form
and year of organization
 
 We were
incorporated on September 4, 2007, in the State of Nevada. Our authorized
capital consists of 105,000,000 shares of our common stock (the “Common Shares”)
with a par value of $0.001 per Common Share.
 
 Our
principal executive offices are located at c/o Nehemya Hesin, 29 Rashbi St. Apt
#19, Modiin Illit, Israel, 71919.  Our telephone number is
1-212-428-6803.
 
 Our
Common Shares are traded on the over-the-counter market and quoted on the
over-the-counter bulletin board (the “OTCBB”) under the symbol
“BNHI.OB”.
 
 Bankruptcy,
Receivership or Similar Proceeding
 
 We have
never declared bankruptcy, have never been in receivership, and have never been
involved in any legal actions or proceedings.
 
 Recent
Corporate Developments
 
 During
the first six months of fiscal year 2009, we were focused on sourcing
manufacturers for our bio-plastics business along with locating potential buyers
of such products.   Due to a difficult economy, we decided to
consider other business opportunities.  As such we decided to enter
the Greenhouse Gas Emissions market and began searching for a suitable board of
advisors which could assist us in locating potential businesses that would seek
consulting services in order to reduce their carbon
emissions.   We plan to provide matching services for
corporations who are interested in reducing their emission outputs in light of
coming regulations, with professional advisors that could assist in this
task.
 As of the
date of this report, we have not provided any matching services to
corporations.
 
 Business
of Issuer
 
 Our
Principal Product/Service
 
 We are a
development stage company.  Initially, the purpose of our Company was
to import and market environmentally friendly and biodegradable plastics
(bioplastics for short), in the form of disposable utensils, plates, and cups to
environmentally conscious consumers in Israel and later in the United
States.  Currently, the Company has shifted its focus from bioplastic
products to providing matching services for corporations which need to reduce
emission outputs in light of more stringent environmental regulations with
emission credit specialists who can assist such corporations in reducing their
emissions and in earning and/or trading carbon credits.
 
 Our
Business Strategy
 
 In 2011,
we intend to provide matching services for corporations seeking to reduce
emission outputs in light of existing or expected environmental regulations
regarding greenhouse gas emissions reduction.  When we do locate
interested corporations, we plan to match them with specialists who can assist
such corporations in reducing their emissions and thereby earn carbon
credits.  Our activities and plans in the carbon credit market are
described in more detail below.
 
 Management
continues to seek funding from its shareholders and other
qualified investors to pursue our business plan.  In the alternative,
we may be amenable to a sale, merger or other acquisition in the event such
transaction is deemed by management to be in the best interests of our
shareholders.
  1
  Our
Marketing Strategy
 
 We
foresee the development of a new service market in which brokers would match
greenhouse gas (GHG) emissions specialists with corporations with high GHG
emissions which are interested in receiving advice on how to earn and trade
carbon credits.
 
 Our
management has decided to enter this field.  We plan to introduce GHG
emissions consultants to GHG emissions producing corporations, and to assist
these GHG emissions consultants in executing consulting agreements with these
GHG emissions producers.  In exchange for our services, we plan to
receive a percentage of the revenues earned by such consultants on each client
that we match with such consultants.
 
 We intend
to increase the size of our Board of Directors and to retain an advisory board
of experts in the field of climate technologies.  In addition, we
intend to retain the necessary professionals to assist us in matching GHG
emissions producers with GHG emissions consultants.
 
 The
GHG Carbon Credit Market
 
 Current
legislation and regulatory measures to reduce atmospheric concentrations of
greenhouse gases have their roots in climate change challenges presented by the
United Nations Framework Convention on Climate Change and the Kyoto
Protocol.
 
 The Kyoto
Protocol created several markets for carbon credit trading via the Clean
Development Mechanism (CDM) as well as the Joint
Implementation.  India, China and Brazil are the leading markets that
permit carbon credit trading under the CDM, and Europe is the leading market
that permits carbon credit trading under the Joint Implementation. Corporations
in Israel are able to participate in carbon credit trading via the
CDM.
 
 The CDM
is one of the instruments created by the Kyoto Protocol to facilitate carbon
trading. It is the first of the flexible mechanisms to come into effect, with
the launch of the regulatory body, the CDM Executive Board in 2002, and the
approval and registration of the first project, based in Brazil, in
2004.
 
 The Joint
Implementation is very similar to the CDM, and has in fact adopted largely the
same methodologies, project cycle, and overall structures. The key difference is
that Joint Implementation is designed to assist industrialized countries in
meeting their targets through investment and development of projects in other
industrialized countries. As the Joint Implementation host country also has a
target under the Kyoto Protocol (unlike CDM host countries), a Joint
Implementation project must reduce emissions against 'business as usual'
baselines, in order to free up Emission Reduction Units (ERUs) to
sell.
 
 Currently,
there is a mandatory market in the EU and corporations that reduce their carbon
emissions receive carbon credits.  The European Union Emission Trading
System (EU ETS) is the largest multi-national, emissions trading scheme in the
world.
 
 The EU
scheme allows a regulated operator to use carbon credits in the form of Emission
Reduction Units (ERU) to comply with its obligations. A Kyoto Certified Emission
Reduction Unit (CER) produced by a carbon project that has been certified by an
applicable regulatory body is accepted by the EU as being equivalent to an
ERU.
 
 Governmental
Regulations
 
 We may be
subject to a variety of laws and regulations relating to the sale of carbon
credits, among other things.  We believe that we are currently in
compliance with such laws and have no current liabilities thereunder. Our intent
is to maintain strict compliance with all relevant laws, rules and
regulations.
 
 Employees
 
 As of
December 31, 2010, we have no employees.  All functions, including
development, strategy, negotiations and administration, are currently being
provided by our Directors on a voluntary basis.
  2
  ITEM
      1A.
              RISK
      FACTORS
 
 Risk
Factors Relating to Our Company
 
 We
are a development stage company with no operating history and may never be able
to effectuate our business plan or achieve any revenues or profitability; at
this stage of our business, even with our good faith efforts, potential
investors have a high probability of losing their entire
investment.
 
 We are
subject to all of the risks inherent in the establishment of a new business
enterprise.   Our Company was established on September 4,
2007.  Although we have begun initial investigations into the carbon
credits market, we may not be able to successfully implement our business
objectives.  There can be no assurance that we will ever achieve any
revenues or profitability. The revenue and income potential of our proposed
business and operations are unproven, and the lack of operating history makes it
difficult to evaluate the future prospects of our business.  We have
not generated any revenues to date.  Accordingly, our prospects must
be considered in light of the risks, expenses, and difficulties frequently
encountered in establishing a new business, and our Company is a highly
speculative venture involving a high degree of financial risk.
 
 We
expect losses in the future because we have no revenue to offset
losses.
 
 As we
have no current revenue, we are expecting losses over the next 12 months because
we do not yet have any revenues to offset the expenses associated with the
development and implementation of our business plan. We cannot guarantee that we
will ever be successful in generating revenues in the future. We recognize that
if we are unable to generate revenues, we will not be able to earn profits or
continue operations.  There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we can
provide investors with no assurance that we will generate any operating revenues
or ever achieve profitable operations.
 
 We
have a going concern opinion from our auditors, indicating the possibility that
we may not be able to continue to operate.
 
 We have
not yet established an ongoing source of revenues.  Furthermore, we
anticipate generating losses for the next 12 months.  These factors
raise substantial doubt that we will be able to continue operations as a going
concern, and our independent auditors included an explanatory paragraph
regarding this uncertainty in their report on our financial statements for the
period September 4, 2007 (inception) to December 31, 2010.  Our
ability to continue as a going concern is dependent upon our generating cash
flow sufficient to fund operations and reducing operating expenses. Our business
strategy may not be successful in addressing these issues.  If we
cannot continue as a going concern, our stockholders may lose their entire
investment in us.
 
 Our
revenues will be dependent on our matching third party consultants with third
party clients, which may place us at a competitive disadvantage.
 
 We plan
to locate and enter into agreements with one or more GHG emissions
consultants.  In exchange for our services, we plan to receive a
percentage of the revenues earned by such consultants on each client that we
match.   As a result, we expect to be dependent on those third party
firms that we engage. There is no assurance that we will be able to enter into
contracts with any such third parties on terms that are favorable to
us.  If any of our third party consultants breaches the contract or
does not have the ability, for financial or other reasons, to perform its
obligations, we may not be able to implement our business
plan.  Moreover, there is no assurance that these third party
consultants will be able to enter into contracts with their potential
clients.  Our reliance on third parties may place us at a competitive
disadvantage.
 
 If
we are unable to obtain additional funding, our business operations will be
harmed.
 
 We will
require additional funds to implement our business plan. We anticipate that we
will require additional financing to fund our planned activities for the next
twelve months.  We hope to raise this capital through the sale of our
securities in a private placement or raise these funds as loans from our
shareholders.  If we are unable to raise the required capital, our
ability to grow will be restricted and our ability to continue to conduct
business operations will be harmed.  If we are unable to obtain
necessary financing, we will likely be required to curtail our development
plans, which could cause the Company to become dormant. Furthermore, any
additional equity financing may involve substantial dilution to our then
existing shareholders.
  3
 
 We
may not be able to compete with current and potential competitors, some of whom
have greater resources and experience than we do.
 
 We may
not have the resources to compete with our existing competitors or with any new
competitors.  We intend to compete with seasoned environmental
consultants in the carbon credit market all of which have significantly greater
personnel, financial, and managerial resources, and significantly greater
reputations, than we have.  This competition from other consultants
with greater resources and reputations may result in our failure to maintain or
expand our business.  Moreover, as the demand for carbon credits
increases, new companies may enter the market, and the influx of added
competition will pose an increased risk to our Company.  Increased
competition may lead to price wars, which would harm us since we would be unable
to compete with companies with greater resources.
 
 Since our officers and Directors may
work or consult for other companies, their other activities could slow down our
operations.
 
 Our
officers and Directors are not required to work exclusively for us and do not
devote all of their time to our operations. Presently, our officers and
Directors allocate only a portion of their time to the operation our business.
Since our officers and Directors are currently employed full-time elsewhere,
they are able to commit to us only up to 3-6 hours a week. Therefore, it is
possible that their pursuit of other activities may slow our operations and
reduce our financial results because of the slow-down in
operations.
 
 Our officers and Directors are
located in Israel.
 
 Since all
of our officers and Directors are located in Israel their location in Israel may
hinder any attempts to enforce liabilities upon such individuals under the U.S.
securities and bankruptcy laws.
 
 We
need to retain key personnel to support our business and ongoing
operations.
 
 The
development of our business will continue to place a significant strain on our
limited personnel, management, and other resources.  Our future
success depends upon the continued services of our executive officers and the
engagement of key employees and contractors who have critical industry
experience and relationships that we will rely on to implement our business
plan.  The loss of the services of any of our officers or the lack of
availability of other skilled personnel would negatively impact our ability to
develop our Company, which could adversely affect our financial results and
impair our growth.
 
 Because
Mr. Hesin has no experience in the carbon credits market, they may not be able
to successfully operate such a business.
  We are a
start-up company and we intend to provide matching services for corporations who
need to reduce emission outputs in light of more stringent environmental
regulations with emission credit specialists who can assist such corporations in
reducing their emissions and in earning and/or trading carbon credits. Mr.
Hesin, our current officer and Director, has effective control over all
decisions regarding both policy and operations of our Company with no oversight
from other management. However, he has no experience in the carbon credit
market. Our success is contingent upon this individual’s ability to make
appropriate business decisions in these areas.  It is possible that
his lack of relevant operational experience could prevent us from becoming a
profitable business, resulting in investors losing part or all of their entire
investment in us.
 
 Because
we will be primarily dependent upon one service, our business will not be
diversified, and we may not be able to adapt to changing market conditions or
endure any decline in the carbon reduction emission industry.
 
 Our
success depends on our ability to locate and match emission credit specialists
with corporations that need to reduce emission outputs. We do not have any other
lines of business or other sources of revenue upon which to rely if we are
unable to match corporations with the ability to sell carbon emission credits
(CER) with emission credit specialists, or if the market for CERs declines. Our
lack of diversification means that we may not be able to adapt to changing
market conditions or to weather any significant decline in the CER
industry.
  4
 
 Our
executive officers own a majority of the outstanding shares of our common stock,
and other stockholders may not be able to influence control of the Company or
decision making by management of the Company.
 
 Our
executive officers presently own, in the aggregate, 59.34% of our outstanding
common stock.  As a result, our executive officers have substantial
control over all matters submitted to our stockholders for approval including
the following matters: election of our Board of Directors; removal of any of our
Directors; amendment of our Articles of Incorporation or bylaws; and adoption of
measures that could delay or prevent a change in control or impede a merger,
takeover or other business combination involving us.  Other
stockholders may consider the corporate decisions made by our executive officers
to be inconsistent with the interests of these stockholders.  In
addition, other stockholders may not be able to change the Directors and
officers, and are accordingly subject to the risk that management cannot or will
not manage the affairs of the Company in accordance with such stockholders’
wishes.
 
 Risks Relating to Operating in
Israel
 
 We
conduct our operations in Israel and therefore our results may be adversely
affected by political, economic and military instability in Israel.
 
 Our
current operations and our officers and Directors are located in Israel.
Accordingly, political, economic and military conditions in Israel may directly
affect our business. Since the establishment of the State of Israel in 1948, a
number of armed conflicts have taken place between Israel and its Arab
neighbors. Any hostilities involving Israel or the interruption or curtailment
of trade within Israel or between Israel and its trading partners could
adversely affect our operations and could make it more difficult for us to raise
capital.
 
 In
addition, Israel has faced and continues to face difficult relations with the
Palestinians and the risk of terrorist violence from both Palestinian as well as
foreign elements such as Hezbollah. Infighting among the Palestinians may also
create security and economic risks to Israel. Current and future conflicts and
political, economic, and/or military conditions in Israel and the Middle East
region, including the current unrest in Egypt, may in the future affect our
operations in Israel. The exacerbation of violence within Israel or the outbreak
of violent conflicts between Israel and its neighbors, including Iran, may
impede our ability to conduct our business or operations.
 
 ITEM
      2.
              PROPERTIES
 
 Our
Principal Executive Offices
 
 Our
principal executive offices are located at c/o Nehemya Hesin, 29 Rashbi St. Apt
#19, Modiin Illit, Israel, 71919.  Our telephone number is
011-972-545-681-953. We believe that the condition of our lease property is
satisfactory, suitable and adequate for our current needs.
 
 ITEM
      3.
              LEGAL
      PROCEEDINGS
 
 We know
of no material, active or pending legal proceedings against our Company, nor of
any proceedings that a governmental authority is contemplating against
us.
 
 We know
of no material proceedings to which any of our directors, officers, affiliates,
owner of record or beneficially of more than 5% of our voting securities or
security holder is an adverse party or has a material interest adverse to our
interest.
 
 ITEM
      4.
              (Removed
      and Reserved).
  5
 
 PART
II
  ITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
 
 Market
Information
 
 On July
9, 2008, our Common Shares began trading on the over-the-counter market and are
currently quoted on the OTCBB under the symbol “BNHI.OB”. Prior to that date,
there was no established trading market for our Common Shares.  There
has been no active trading in our securities and there have been
no high or low bid prices quoted.
 
 Holders
of our Common Shares
 
 As of
February 14, 2011, there were 23 registered stockholders holding 7,583,334
Common Shares issued and outstanding.
 
 Dividends
 
 Since our
inception, we have not declared nor paid any cash dividends on our capital stock
and we do not anticipate paying any cash dividends in the foreseeable future.
Our current policy is to retain any earnings in order to finance our operations.
Our Board of Directors will determine future declarations and payments of
dividends, if any, in light of the then-current conditions it deems relevant and
in accordance with applicable corporate law.
 
 There are
no restrictions in our Articles of Incorporation or Bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:
 
 ·
              we
      would not be able to pay our debts as they become due in the usual course
      of business; or
 
 ·
              our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of stockholders who have
      preferential rights superior to those receiving the
      distribution.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 As of the
date hereof, we have not adopted an equity compensation plan and have not
granted any stock options.
 
 Recent
Sales of Unregistered Securities
 
 During
the fiscal year ended December 31, 2010, except as included in our Quarterly
Reports on Form 10-Q or in our Current Reports on Form  8-K, we have
not sold any equity securities not registered under the Securities
Act.
 
 Purchases
of Equity Securities by the Issuer and Affiliated Purchases
 
 During
each month within the fourth quarter of the fiscal year ended December 31, 2010,
neither we nor any “affiliated purchaser”, as that term is defined in Rule
10b-18(a)(3) under the Exchange Act, repurchased any of our Common Shares or
other securities.
 
 ITEM
      6.
              SELECTED
      FINANCIAL DATA
 
 Not
applicable.
  6
 
 ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
 
 The
following Management’s Discussion and Analysis of Financial Condition and
Results of Operations (“MD&A”) is intended to help you understand our
historical results of operations during the periods presented and our financial
condition. This MD&A should be read in conjunction with our financial
statements and the accompanying notes, and contains forward-looking statements
that involve risks and uncertainties. See section entitled “Forward Looking
Statements” above.
  EXECUTIVE
OVERVIEW
  We were
incorporated in the State of Nevada on September 4, 2007.  Initially
we had been in the process of establishing ourselves as a company in the
business of distributing and selling environmentally friendly and biodegradable
plastics (bioplastics for short), in the form of disposable utensils, plates,
and cups to environmentally-conscious consumers in Israel and later in the
United States.   Currently, the Company has shifted its focus
from bioplastic products to the emerging greenhouse gas (GHG) carbon credit
market.
 
 We have
not generated any revenue since our inception. We are a development stage
company with limited operations. Our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt that we
can continue as an ongoing business for the next twelve
months.
 
 PLAN OF
OPERATION
 
 We have
not had any revenues since our inception on September 4, 2007. As originally
stated, the business plan of the Company was to establish the Company as a
distributor of environmentally-friendly, bioplastic
utensils.  Currently, the Company has shifted its focus from
bioplastic products to the emerging greenhouse gas (GHG) carbon credit
market.  The Company plans to provide matching services for
corporations who need to reduce emission outputs in light of more stringent
environmental regulations with emission credit specialists who can assist such
corporations in reducing their emissions and in earning and/or trading carbon
credits.   Our activities and plans in the carbon credit market
are described in more detail below.
 
 Over the
next twelve months we intend to target corporations that are considered
greenhouse gas polluters and which, if advised correctly, may make changes in
their facilities to reduce the amount of greenhouse gas their facilities produce
and thereby earn carbon credits.  In order to achieve these goals, we
will attempt to retain a qualified board of advisors and to attract a new member
to our Board of Directors in order assist us in identifying and locating
professionals who could implement such carbon credit reductions and polluters
that will require such services.
 
 We intend
to attract a board of advisors by engaging a professional head hunting
company.  If we receive additional funding, we may seek to hire
professional management for the Company.
 
 Management
continues to seek funding from its shareholders and other
qualified investors to pursue our business plan.  In the alternative,
we may be amenable to a sale, merger or other acquisition in the event such
transaction is deemed by management to be in the best interests of our
shareholders.
 
 RESULTS
OF OPERATIONS
  For
the years ended December 31, 2010 and December 31, 2009
  We have
not generated any revenues since inception through the year ended December 31,
2010.  Our operating activities during these periods consisted
primarily of developing our business plan and developing our Company initially
as a company in the business of distributing and selling environmentally
friendly and biodegradable plastics (bioplastics for short), in the form of
disposable utensils, plates, and cups to environmentally conscious consumers in
Israel and later in the United States and recently the Company has shifted its
focus from bioplastic products to the emerging greenhouse gas (GHG) carbon
credit market.
  7
  General
and administrative expenses were $51,247 for the year ended December 31, 2010,
compared to $59,267 for the year ended December 31, 2009. General and
administrative expenses primarily consist of professional fees, and filing
expenses.
  Our net
loss for the year ended December 31, 2010, was $51,247 or $0.01 per share,
compared to $59,267 or $0.01 per share for the year ended December 31, 2009. The
weighted average number of shares outstanding was 7,583,334 at December 31,
2010, compared to 7,168,607 at December 31, 2009.
  LIQUIDITY
AND CAPITAL RESOURCES
  As
of December 31, 2010
  As of
December 31, 2010, our current assets were $2,554 and our current liabilities
were $94,877, resulting in negative working capital of $92,323.
  As of
December 31, 2010, our total liabilities were $94,877, compared to total
liabilities of $47,732 as of December 31, 2009, all consisting of current
liabilities.
  Stockholders’
equity decreased from a deficit of $41,076 at December 31, 2009, to a deficit of
$92,323 at December 31, 2010.  This was mainly a result of the net
loss for the years ended December 31, 2010 and December 31, 2009.
  For the
year ended December 31, 2010, net cash used in operating activities was $54,150,
compared to net cash used in operating activities of $56,961for the year ended
December 31, 2009.
  Net cash
flows provided from financing activities for the year ended December 31, 2010
was $50,204, compared to net cash flows from financing activities of $57,107 for
the year ended December 31, 2009.
  Going
Concern
  Our
registered independent auditors included an explanatory paragraph in their
report on the accompanying financial statements regarding concerns about our
ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our registered independent auditors. The financial statements do
not include any adjustments that might result from the outcome of that
uncertainty.
  We
currently estimate that we will require an additional $100,000 to fund our
operations for the subsequent 12 month period.  There are no
assurances that we will be able to obtain funds required for our continued
operation.  There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms.  If we are not able to obtain the
additional financing on a timely basis, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease the operation of our business. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current stockholders.  Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.
  Off-Balance
Sheet Arrangements
  There are
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
  CRITICAL
ACCOUNTING POLICIES
  Our
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires us to make certain estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, and the related
disclosures of contingent assets and liabilities as of the date of the financial
statements and during the applicable periods. We base these estimates on
historical experience and on other factors that we believe are reasonable under
the circumstances. Actual results may differ materially from these estimates
under different assumptions or conditions and could have a material impact on
our financial statements.
  8
 
 RECENT
ACCOUNTING PRONOUNCEMENTS
  Refer to
Note 1 to the Financial Statements entitled “Recent Accounting
Pronouncements” included in this annual report for a discussion of recent
accounting pronouncements and their impact on our Financial
Statements.
  In April
2010, the FASB issued Accounting Standards Update (ASU) No. 2010-17, Revenue Recognition—Milestone
Method (ASU 2010-017). ASU 2010-017 provides guidance in applying the
milestone method of revenue recognition to research or development arrangements.
This guidance concludes that the milestone method is a valid application of the
proportional performance model when applied to research or development
arrangements. Accordingly, an entity can make an accounting policy election to
recognize a payment that is contingent upon the achievement of a substantive
milestone in its entirety in the period in which the milestone is achieved. The
guidance is effective for fiscal years, and interim periods within those years,
beginning on or after June 15, 2010. The adoption of this accounting
standard had no impact on the Company's financial position or results of
operations.
  In
February 2010, the FASB issued amended guidance on subsequent events. Under this
amended guidance, SEC filers are no longer required to disclose the date through
which subsequent events have been evaluated in originally issued and revised
financial statements. This guidance was effective immediately and the Company
adopted these new requirements upon issuance of this guidance.
  In
January 2010, the FASB issued Accounting Standards Update (ASU)
No. 2010-06, Fair Value
Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value
Measurements (ASU No. 2010-06). ASU No. 2010-06 requires:
(1) fair value disclosures of assets and liabilities by class;
(2) disclosures about significant transfers in and out of Levels 1 and
2 on the fair value hierarchy, in addition to Level 3; (3) purchases,
sales, issuances, and settlements be disclosed on gross basis on the
reconciliation of beginning and ending balances of Level 3 assets and
liabilities; and (4) disclosures about valuation methods and inputs used to
measure the fair value of Level 2 assets and liabilities. ASU
No. 2010-06 becomes effective for the first financial reporting period
beginning after December 15, 2009, except for disclosures about purchases,
sales, issuances, and settlements of Level 3 assets and liabilities which
will be effective for fiscal years beginning after December 15, 2010. The
adoption of this accounting standard had no impact on the Company's financial
position or results of operations.
  In
October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic
605)—Multiple-Deliverable Revenue Arrangements: a consensus of the FASB Emerging
Issues Task Force (ASU 2009-13). ASU 2009-13 establishes a selling-price
hierarchy for determining the selling price of each element within a
multiple-deliverable arrangement. Specifically, the selling price assigned to
each deliverable is to be based on vendor-specific objective evidence (VSOE) if
available, third-party evidence, if VSOE is unavailable, and estimated selling
prices if neither VSOE or third-party evidence is available. In addition, ASU
2009-13 eliminates the residual method of allocating arrangement consideration
and instead requires allocation using the relative selling price method. ASU
2009-13 will be effective prospectively for multiple-deliverable revenue
arrangements entered into, or materially modified, in fiscal years beginning on
or after June 15, 2010 The adoption of this
accounting standard had no impact on the Company's financial position or results
of operations.
  In August
2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820)—Measuring Liabilities at Fair
Value (ASU 2009-05). ASU 2009-05 provides guidance in measuring the fair
value of a liability when a quoted price in an active market does not exist for
an identical liability or when a liability is subject to restrictions on its
transfer. ASU 2009-15 was effective for the Company beginning with the quarter
ended December 31, 2009. The adoption of this
accounting standard had no impact on the Company's financial position or results
of operations.
 
 ITEM
      7A.
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
  Not
applicable.
  9
 
 ITEM
      8.
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
 
 The
financial statements required by this item are included in this report in Part
IV, Item 15, and beginning on page F-1.
 
 ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
  Not
applicable.
 
 ITEM
      9A.
              CONTROLS
      AND PROCEDURES
 
 (a)
Disclosure Controls and Procedures
  Disclosure
controls and procedures are the controls and other procedures that are designed
to provide reasonable assurance that information required to be disclosed by the
issuer in the reports that it 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 Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s
management, including the principal executive and principal financial officer,
or persons performing similar functions, as appropriate, to allow timely
decisions regarding required disclosure. Any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
  We have
carried out an evaluation, under the supervision and with the participation of
our Chief Executive Officer and Principal Financial and Accounting Officer, of
the effectiveness of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the fiscal year
covered by this Annual Report.
 
 Based on
that evaluation, our Chief Executive Officer and our Principal Financial and
Accounting Officer have concluded that the Company’s disclosure controls and
procedures were effective as of the end of the fiscal year covered by this
Annual Report on Form 10-K.
 
 (b)
Management’s Annual Report on Internal Control over Financial
Reporting
  Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Securities Exchange Act Rule 13a-15(f).
Internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and preparation of
financial statements for external purposes in accordance with U.S.
GAAP.
 
 Under the
supervision and with the participation of our Chief Executive Officer and our
Principal Financial and Accounting Officer, we conducted an assessment of the
design and effectiveness of our internal control over financial reporting as of
the fiscal year covered by this report.
 
 Based on
this assessment, management concluded that, as of December 31, 2010, the
Company’s internal control over financial reporting was effective.
 
 (c)
Change in Internal Control over Financial Reporting
 
 There
were no significant changes to our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our
fourth fiscal quarter, that could materially affect, or are reasonably likely to
materially affect, our internal control over financial
reporting.
  10
 
 ITEM
      9B.
              OTHER
      INFORMATION
 
 None.
  11
  PART
III
 
 ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 
 Directors,
Executive Officers, Promoters and Control Persons
 
 The
following individuals serve as the Directors and executive officers of our
Company. All Directors of our Company hold office until the next annual meeting
of our shareholders or until their successors have been elected and qualified.
Each of the executive officers of our Company are appointed by our Board of
Directors for a term of one year and hold office until their successor is
elected by the Board of Directors and is qualified.
  Name
                    
                    Age
                    
                    Position Held with our
                      CompanyNehemya
      Hesin
                    
                    34
                    
                    President,
      Treasurer and DirectorDanielle
      Mimouni
                    
                    57
                    
                    Secretary
      and Director
 
 Business
Experience
 
 The
following is a brief summary of the education and business experience during at
least the past five years of each Director, executive officer and key employee
of our Company, indicating the person's principal occupation during that period,
and the name and principal business of the organization in which such occupation
and employment were carried out.
 
 Mr.Nehemya Hesinjoined our Company on
November 12, 2007. Mr. Hesin is the Company’s President, Treasurer, and
Director. Since 2001 Mr. Hesin has been Chairman of the Breslov Center in Modiin
Illit, Israel. Mr. Hesin is responsible for all aspects of the Center, including
financial management, operations, and managing the day-to-day
operations.   In addition, Mr. Hesin’s responsibilities include
organizing charitable events such as group dinners to the underprivileged and
organizing group travels.  From 1998-2001 Mr. Hesin was a sales
manager at Tzivha International in Modiin Illit, Israel where he was responsible
for selling units in apartment complexes owned by Tzivha
International.  Mr. Hesin graduated in 1995 from the Breslov High
School in Bnei Brak, Israel.
 
 The Board
has concluded that Mr. Hesin should serve as Director of the Company because of
his experience as Chairman of the Breslov Center, including financial
management, operations, and managing the day-to-day operations of the
Center.
 
 Mrs. DanielleMimouniis the Company’s
Secretary and Director. She is a practicing psychologist and holds a Ph.D in
Psychology from University du Lyon, Lyon France. Mrs. Mimouni is self-employed.
In the years 2004-2006 she worked for the Israel Absorption Office, speaking at
events and assisting new immigrants upon their arrival in Israel. During this
period and going back to 1999, Mrs. Mimouni conducted private counseling
sessions with individuals and also provided marital counseling services to
couples.
 
 The Board
has concluded that Mrs. Mimouni should continue to serve as Director of the
Company because of her educational experience and her ability to assess
people who can aid the company in further expanding its
business.   Mrs. Mimouini is a practicing psychologist and
intends to assist the Company in its business decision making
process.
 
 There are
no familial relationships among any of our officers or
Directors.  None of our Directors or officers is a director in any
other reporting company.  None of our Directors or officers has been
affiliated with any company that has filed for bankruptcy within the last ten
years.  The Company is not aware of any proceedings to which any of
the Company’s officers or Directors, or any associate of any of the Company's
officers or Directors, is a party adverse to the Company or any of the Company’s
subsidiaries, or has a material interest adverse to the Company or any of
the Company's subsidiaries.
  12
 
 Board
Composition
 
 Our
bylaws provide that the Board of Directors shall consist of one or more
members.  Each Director of the Company serves for a term of one year
or until the successor is elected at the Company's annual shareholders' meeting
and is qualified, subject to removal by the Company's
shareholders.  Each officer serves, at the pleasure of the Board of
Directors, for a term of one year and until the successor is elected at the
annual meeting of the Board of Directors and is qualified.
 
 Board
Leadership Structure
  The
Company has chosen to combine the principal executive officer and Board chairman
positions.  The Company believes that this Board leadership structure
is the most appropriate for the Company.  The Company is a development
stage company with no employees and at this early stage it is more efficient to
have the leadership of the Board in the same hands as the principal executive
officer of the Company.  The challenges faced by the Company at this
stage – obtaining financing and developing the Company’s business – are most
efficiently dealt with by one person who is familiar with both the operational
aspects as well as the strategic aspects of the Company’s business.
 
 No
Committees of the Board of Directors; No Financial Expert
  We do not
presently have a separately constituted audit committee, compensation committee,
nominating committee, executive committee or any other committee of our Board of
Directors. Nor do we have an audit committee “financial expert”.  As
such, our entire Board of Directors acts as our audit committee.
  Auditors;
Code of Ethics
 
 Our
principal registered independent auditors are Weinberg & Baer LLC. We do not
currently have a Code of Ethics applicable to our principal executive,
financial, and accounting officers.
 
 Potential
Conflicts of Interest
  Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our Directors.  Thus, there is a potential conflict of
interest in that our Directors and officers have the authority to determine
issues concerning management compensation and audit issues that may affect
management decisions.  We are not aware of any other conflicts of
interest with any of our officers or Directors.
  Director
Independence
 
 We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our Board of Directors comprised of a majority of “independent
directors.” We do not believe that any of our Directors currently meet the
definition of “independent” as promulgated by the rules and regulations of the
New York Stock Exchange or of Nasdaq.
 
 Involvement
in Legal Proceedings
 
 No
Director, nominee for Director, or officer of the Company has appeared as a
party during the past ten years in any legal proceedings that may bear on his
ability or integrity to serve as a Director or officer of the
Company.
  Board’s
Role in Risk Oversight
 
 The Board
assesses on an ongoing basis the risks faced by the Company.  These
risks include financial, technological, competitive, and operational
risks.  The Board dedicates time at each of its meetings to review and
consider the relevant risks faced by the Company at that time.  In
addition, since the Company does not have an Audit Committee, the entire Board
is also responsible for the assessment and oversight of the Company’s financial
risk exposures.
  13
  ITEM 11.
              EXECUTIVE
      COMPENSATION
 
 The
particulars of compensation paid to the following persons during the fiscal
period ended December 31, 2010 are set out in the summary compensation table
below:
 
 ·
              our
      Chief Executive Officer (Principal Executive
  Officer);
 ·
              our
      Chief Financial Officer (Principal Financial
  Officer);
 ·
              each
      of our three most highly compensated executive officers, other than the
      Principal Executive Officer and the Principal Financial Officer, who were
      serving as executive officers at the end of the fiscal year ended December
      31, 2010; and
 ·
              up
      to two additional individuals for whom disclosure would have been provided
      under the item above but for the fact that the individual was not serving
      as our executive officer at the end of the fiscal year ended December 31,
      2010;
 (collectively, the “Named Executive
Officers”):
 
 SUMMARY COMPENSATION TABLEName
                          
                          Year
                          
                          Salary
                            ($)
                          
                          
                          Bonus
                            ($)
                          
                          
                          Stock
                            Awards
                            ($)
                          
                          
                          Option
                            Awards
                            ($)
                          
                          
                          Non-Equity
                            Incentive Plan
                            Compensation
                            ($)
                          
                          
                          Nonqualified
                            Deferred
                            Compensation
                            Earnings
                            ($)
                          
                          
                          All Other
                            Compensation
                            ($)
                          
                          
                          Total
                            ($)Nehemya Hesin
                          
                          2010
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          02009
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Danielle
      Mimouni
                          
                          2010
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          02009
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
 
 Summary
 
 We have
no employment agreements with any of our Directors or executive officers. We
have no pension, health, annuity, bonus, insurance, stock options, profit
sharing, or similar benefit plans.
 
 Since our
incorporation on September 4, 2007, no stock options or stock appreciation
rights have been granted to any of our Directors or executive officers, none of
our Directors or executive officers exercised any stock options or stock
appreciation rights, and none of them hold unexercised stock options. We have no
long-term incentive plans.
 
 Outstanding
Equity Awards
  Our
Directors and officers do not have unexercised options, stock that has not
vested, or equity incentive plan awards.
 
 Compensation
of Directors
  Our
Directors do not receive compensation for their services as
Directors.
 
 Employment
Contracts, Termination of Employment, Change-in-Control
Arrangements
  There are
no employment or other contracts or arrangements with officers or Directors.
There are no compensation plans or arrangements, including payments to be made
by us, with respect to our officers, Directors or consultants that would result
from the resignation, retirement or any other termination of such Directors,
officers or consultants from us. There are no arrangements for Directors,
officers, employees or consultants that would result from a
change-in-control.
  14
   ITEM 12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
 
 Beneficial
Ownership of Holdings
 
 The
following table sets forth, as of December 31, 2010, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock, as
well as by each of our current directors and executive officers as a group. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise
indicated.
 
 Name and Address
                          of Beneficial Owner
                        
                        Title of Class
                        
                        Amount and Nature of
                          Beneficial Ownership(1)
                        
                        
                        Percentage of Class(2)Nehemya
      Hesin
                        
                        Common
                        
                        
                        3,000,000
                        
                        
                        
                        39.56
                        %Danielle
      Mimouni
                        
                        Common
                        
                        
                        1,500,000
                        
                        
                        
                        19.78
                        %Total
                        
                        Common
                        
                        
                        4,500,000
                        
                        
                        
                        59.34
                        %
 
 Notes:
 
 (1)
              Except
      as otherwise indicated, we believe that the beneficial owners of the
      common stock listed above, based on information furnished by such owners,
      have sole investment and voting power with respect to such shares, subject
      to community property laws where applicable. Beneficial ownership is
      determined in accordance with the rules of the Securities and Exchange
      Commission and generally includes voting or investment power with respect
      to securities. Shares of common stock subject to options or warrants
      currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage ownership of the
      person holding such option or warrants, but are not deemed outstanding for
      purposes of computing the percentage ownership of any other
      person.
 
 (2)
              Based
      on 7,583,334 shares of common stock issued and outstanding as of December
      31, 2010.
 
 Changes
in Control
 
 We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change of control of our Company.
 
 Equity
Compensation Plan Information
 
 Plan category
                            
                            Number of securities
                              to be issued upon
                              exercise of outstanding
                              options, warrants and
                              rights
                              (a)
                            
                            
                            Weighted-average
                              exercise price of
                              outstanding options,
                              warrants and rights
                              (b)
                            
                            
                            Number of securities
                              remaining available for
                              future issuance under equity
                              compensation plans
                              (excluding securities reflected
                              in column (a))
                              (c)Equity
      compensation plans approved by security holders
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Equity
      compensation plans not approved by security holders
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Total
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
  15
 
 ITEM 13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
 
 Since the
beginning of the fiscal year preceding the last fiscal year and except as
disclosed below, none of the following persons has had any direct or indirect
material interest in any transaction to which our Company was or is a party, or
in any proposed transaction to which our Company proposes to be a
party:
 
 ·
              any
      director or officer of our Company;
 
 ·
              any
      proposed director of officer of our
Company;
 
 ·
              any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 5% of the voting rights attached to our common stock;
    or
 
 ·
              any
      member of the immediate family of any of the foregoing persons (including
      a spouse, parents, children, siblings, and
  in-laws).
 
 Nehemya
Hesin and Danielle Mimouni are not Independent Directors of the Company as they
are executive officers of the Company. The determination of independence of
Directors has been made using the definition of "Independent Director" contained
under Nasdaq Marketplace Rule 4200(a)(15).
 
 ITEM
      14.
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES
 
 Audit
Fees
  The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of our financial
statements and review of financial statements included in our quarterly Reports
on Form 10-Q and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:
 
 December 31, 2010
                      
                      
                      December 31, 2009Audit
      Fees
                      
                      $
                      12,000
                      
                      
                      $
                      8,500Audit
      Related Fees
                      
                      $
                      0
                      
                      
                      $
                      0Tax
      Fees
                      
                      $
                      250
                      
                      
                      $
                      250All
      Other Fees
                      
                      $
                      0
                      
                      
                      $
                      0
  In each
of the last two fiscal years ended December 31, 2010 and 2009, there were no
fees billed for assurance and related services by the principal accountant that
are reasonably related to the performance of the audit or review of our
financial statements and are not reported under Item 9(e)(1) of Schedule 14A,
for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning, for products and services provided by
the principal accountant, other than the services reported in Item 9(e)(1)
through 9(d)(3) of Schedule 14A.
  Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors
  Given the
small size of our Board of Directors as well as the limited activities of our
Company, our Board of Directors acts as our Audit Committee. Our Board of
Directors pre-approves all audit and permissible non-audit services. These
services may include audit services, audit-related services, tax services and
other services. Our Board of Directors approves these services on a case-by-case
basis.
  16
  PART
IV
 
 ITEM 15.
              EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
 
 (a)
              Financial
      Statements and financial statement
schedules
  (1) and
(2)
 
 BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
  INDEX
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2010 AND 2009
 
 Report
      of Registered Independent Auditors
                        F-2Financial
      Statements-Balance
      Sheets as of December 31, 2010 and 2009
                        F-3Statements
      of Operations for the Years EndedDecember
      31, 2010 and 2009, and Cumulative from Inception
                        F-4Statement
      of Stockholders’ Equity for the Period from InceptionThrough
      December 31, 2010
                        F-5Statements
      of Cash Flows for the Years Ended December 31, 2010 and
    2009,and
      Cumulative from Inception
                        F-6Notes
      to Financial Statements
                        F-7
  F-1
  REPORT
OF REGISTERED INDEPENDENT AUDITORS
  To the
Board of Directors and Stockholders
 of BNH
Inc.:
 
 We have
audited the accompanying balance sheets of BNH Inc. (a Nevada corporation in the
development stage) as of  December 31, 2010 and 2009, and the related
statements of operations, stockholders’ equity, and cash flows for years ended
December 31, 2010 and 2009, and from inception (September 4, 2007) through
December 31, 2010. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of BNH Inc. as of December 31, 2010
and 2009, and the results of its operations and its cash flows for the years
ended December 31, 2010 and 2009, and from inception (September 4, 2007) through
December 31, 2010, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of December 31, 2010, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 Respectfully
submitted,
  Weinberg
& Baer LLC
 Baltimore,
Maryland
 February
7, 2011
   F-2
  BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 AS
OF DECEMBER 31, 2010 AND 2009
 
 2010
                            
                            
                            2009ASSETSCurrent
      Assets:Cash
      in bank
                            
                            $
                            2,554
                            
                            
                            $
                            6,500Prepaid
      expenses
                            
                            
                            -
                            
                            
                            
                            156Total
      current assets
                            
                            
                            2,554
                            
                            
                            
                            6,656Total
      Assets
                            
                            $
                            2,554
                            
                            
                            $
                            6,656LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      Liabilities:Accounts
      payable
                            
                            $
                            316
                            
                            
                            $
                            2,225Accrued
      liabilities
                            
                            
                            4,500
                            
                            
                            
                            5,650Due
      to shareholder
                            
                            
                            90,061
                            
                            
                            
                            39,857Total
      current liabilities
                            
                            
                            94,877
                            
                            
                            
                            47,732Total
      liabilities
                            
                            
                            94,877
                            
                            
                            
                            47,732Commitments
      and Contingencies
                            
                            
                            -
                            
                            
                            
                            -Stockholders'
      Equity:Preferred
      stock, par value $0.001 per share, 5,000,000 sharesauthorized;
      no shares issued and outstanding
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, par value $0.001 per share, 100,000,000 sharesauthorized;
      7,583,334 shares issuedand
      outstanding respectively
                            
                            
                            7,583
                            
                            
                            
                            7,583Additional
      paid-in capital
                            
                            
                            64,917
                            
                            
                            
                            64,917(Deficit)
      accumulated during development stage
                            
                            
                            (164,823
                            )
                            
                            
                            (113,576
                            )Total
      stockholders' equity
                            
                            
                            (92,323
                            )
                            
                            
                            (41,076
                            )Total
      Liabilities and Stockholders' Equity
                            
                            $
                            2,554
                            
                            
                            $
                            6,656
 
 The
accompanying notes to financial statements are an integral part of these
statements.
  F-3
  BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS
 FOR
THE YEARS ENDED DECEMBER 31, 2010 AND 2009, AND
 CUMULATIVE
FROM INCEPTION (SEPTEMBER 4, 2007)
 THROUGH
DECEMBER 31, 2010
 
 Year Ended
                        
                        
                        Year Ended
                        
                        
                        CumulativeDecember 31,
                        
                        
                        December 31,
                        
                        
                        From2010
                        
                        
                        2009
                        
                        
                        InceptionRevenues
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Expenses:General
      and administrative-Professional
      fees
                        
                        
                        48,075
                        
                        
                        
                        53,536
                        
                        
                        
                        147,245Filing
      fees
                        
                        
                        2,721
                        
                        
                        
                        1,877
                        
                        
                        
                        7,310Travel
      expenses
                        
                        
                        -
                        
                        
                        
                        3,419
                        
                        
                        
                        3,419Officers'
      compensation paid by issued shares
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        4,750Organization
      costs
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        488Other
      costs
                        
                        
                        451
                        
                        
                        
                        435
                        
                        
                        
                        1,611Total
      general and administrative expenses
                        
                        
                        51,247
                        
                        
                        
                        59,267
                        
                        
                        
                        164,823-(Loss)
      from Operations
                        
                        
                        (51,247
                        )
                        
                        
                        (59,267
                        )
                        
                        
                        (164,823
                        )Other
      Income (Expense)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Provision
      for income taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      (Loss)
                        
                        $
                        (51,247
                        )
                        
                        $
                        (59,267
                        )
                        
                        $
                        (164,823
                        )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Weighted
      Average Number of Common Shares Outstanding - Basic and
      Diluted
                        
                        
                        7,583,334
                        
                        
                        
                        7,168,607
 
 The
accompanying notes to financial statements are an integral part of these
statements.
  F-4
  BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS' EQUITY
 FOR
THE PERIOD FROM INCEPTION (SEPTEMBER 4, 2007)
 THROUGH
DECEMBER 31, 2010
 
 (Deficit)AccumulatedAdditional
                      
                      
                      Paid
                      
                      
                      During theCommon stock
                      
                      
                      Paid-in
                      
                      
                      Stock
                      
                      
                      DevelopmentDescription
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Subscriptions
                      
                      
                      Stage
                      
                      
                      TotalsBalance
      - at inception
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Common
      stock issued for officers' compensation
                      
                      
                      4,750,000
                      
                      
                      
                      4,750
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,750Payment
      for stock subscriptions
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000
                      
                      
                      
                      -
                      
                      
                      
                      1,000Common
      stock issued for cash
                      
                      
                      1,250,000
                      
                      
                      
                      1,250
                      
                      
                      
                      24,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,250Net
      (loss) for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (25,798
                      )
                      
                      
                      (25,798
                      )Balance
      - December 31, 2007
                      
                      
                      6,000,000
                      
                      
                      
                      6,000
                      
                      
                      
                      24,000
                      
                      
                      
                      1,000
                      
                      
                      
                      (25,798
                      )
                      
                      
                      5,202Common
      stock issued for cash
                      
                      
                      1,000,000
                      
                      
                      
                      1,000
                      
                      
                      
                      24,000
                      
                      
                      
                      (1,000
                      )
                      
                      
                      -
                      
                      
                      
                      24,000Net
      (loss) for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (28,511
                      )
                      
                      
                      (28,511
                      )Balance
      - December 31, 2008
                      
                      
                      7,000,000
                      
                      
                      
                      7,000
                      
                      
                      
                      48,000
                      
                      
                      
                      -
                      
                      
                      
                      (54,309
                      )
                      
                      
                      691Common
      stock issued for cash
                      
                      
                      583,334
                      
                      
                      
                      583
                      
                      
                      
                      16,917
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      17,500Net
      (loss) for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (59,267
                      )
                      
                      
                      (59,267
                      )Balance
      - December 31, 2009
                      
                      
                      7,583,334
                      
                      
                      
                      7,583
                      
                      
                      
                      64,917
                      
                      
                      
                      -
                      
                      
                      
                      (113,576
                      )
                      
                      
                      (41,076
                      )Net
      (loss) for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (51,247
                      )
                      
                      
                      (51,247
                      )Balance
      - December 31, 2010
                      
                      
                      7,583,334
                      
                      
                      $
                      7,583
                      
                      
                      $
                      64,917
                      
                      
                      $
                      -
                      
                      
                      $
                      (164,823
                      )
                      
                      $
                      (92,323
                      )
  The
accompanying notes to financial statements are  an integral part of
these statements.
  F-5
 
 BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 FOR
THE YEARS ENDED DECEMBER 31, 2010 AND 2009, AND
 CUMULATIVE
FROM INCEPTION (SEPTEMBER 4, 2007)
 THROUGH
DECEMBER 31, 2010
 
 Year
      Ended
                    
                    
                    Year
      Ended
                    
                    
                    CumulativeDecember
      31,
                    
                    
                    December
      31,
                    
                    
                    From2010
                    
                    
                    2009
                    
                    
                    InceptionOperating
      Activities:Net
      (loss)
                    
                    $
                    (51,247
                    )
                    
                    $
                    (59,267
                    )
                    
                    $
                    (164,823
                    )Adjustments
      to reconcile net (loss) to net cash provided by operating
      activities:Common
      stock issued for officers' compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    4,750Changes
      in net assets and liabilities-Prepaid
      expenses
                    
                    
                    156
                    
                    
                    
                    131
                    
                    
                    
                    -Accounts
      payable
                    
                    
                    (1,909
                    )
                    
                    
                    2,025
                    
                    
                    
                    316Accrued
      liabilites
                    
                    
                    (1,150
                    )
                    
                    
                    150
                    
                    
                    
                    4,500Net
      Cash Used in Operating Activities
                    
                    
                    (54,150
                    )
                    
                    
                    (56,961
                    )
                    
                    
                    (155,257
                    )Investing
      Activities:Cash
      provided by investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      Cash Provided by Investing Activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Financing
      Activities:Loan
      from shareholder
                    
                    
                    50,204
                    
                    
                    
                    39,607
                    
                    
                    
                    90,061Issuance
      of common stock for cash
                    
                    
                    -
                    
                    
                    
                    17,500
                    
                    
                    
                    67,750Net
      Cash Provided by Financing Activities
                    
                    
                    50,204
                    
                    
                    
                    57,107
                    
                    
                    
                    157,811Net
      (Decrease) Increase in Cash
                    
                    
                    (3,946
                    )
                    
                    
                    146
                    
                    
                    
                    2,554Cash
      - Beginning of Period
                    
                    
                    6,500
                    
                    
                    
                    6,354
                    
                    
                    
                    -Cash
      - End of Period
                    
                    $
                    2,554
                    
                    
                    $
                    6,500
                    
                    
                    $
                    2,554Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
      taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
 
 The
accompanying notes to financial statements are an integral part of these
statements.
  F-6
  BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2010 AND 2009
 
 1. Summary of
Significant Accounting Policies
  Basis
of Presentation and Organization
  BNH Inc.
(the “Company”) is a Nevada corporation in the development stage, and has
limited operations. The Company was incorporated under the laws of the State of
Nevada on September 4, 2007. Initially, the proposed business plan of the
Company was to establish the Company as a distributor of bio-degradable plastic
utensils to environmentally conscious consumers in Israel and later in the
United States.   Currently, the Company has shifted its focus
from bioplastic products to the emerging greenhouse gas (GHG) carbon credit
market. The accompanying financial statements of the Company were prepared from
the accounts of the Company under the accrual basis of accounting.
 
 Cash and Cash
Equivalents
 
 For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
 
 Revenue
Recognition
 
 The Company is in the development stage
and has yet to realize revenues from operations. Once the Company has commenced
operations, it will recognize revenues when delivery of goods or completion of
services has occurred provided there is persuasive evidence of an agreement,
acceptance has been approved by its customers, the fee is fixed or determinable
based on the completion of stated terms and conditions, and collection of any
related receivable is probable.
 
 Loss
per Common Share
 
 Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended December 31, 2010.
 
 Income
Taxes
 
 Deferred
tax assets and liabilities are determined based on temporary differences between
the bases of certain assets and liabilities for income tax and financial
reporting purposes. The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences.
 
 The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the federal tax
laws.
  F-7
 
 Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
  Fair
Value of Financial Instruments
 
 The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of December 31, the carrying value of accounts payable-trade and
accrued liabilities approximated fair value due to the short-term nature and
maturity of these instruments.
 
 Deferred
Offering Costs
 
 The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
 
 Concentration
of Risk
 
 As of
December 31, 2010, the Company maintained a commercial bank account. The balance
in the account was subject to FDIC coverage. In addition, a majority of the cash
balance was in an escrow account held by a lawyer.
 
 Common
Stock Registration Expenses
 
 The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are reflected in the
accompanying financial statements as general and administrative expenses, and
are expensed as incurred.
 
 Lease
Obligations
 
 All
noncancellable leases with an initial term greater than one year are categorized
as either capital leases or operating leases. Assets recorded under capital
leases are amortized according to the methods employed for property and
equipment or over the term of the related lease, if shorter.
 
 Estimates
 
 The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. 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 as of December 31, 2010 and 2009, and expenses for the periods ended
December 31, 2010 and 2009, and cumulative from inception. Actual results could
differ from those estimates made by management.
 
 Fiscal
Year End
 
 The
Company has adopted a fiscal year end of December 31.
  F-8
 
 Recent Accounting
Pronouncements
  In April
2010, the FASB issued ASU No. 2010-17, Revenue Recognition—Milestone
Method (ASU 2010-017). ASU 2010-017 provides guidance in applying the
milestone method of revenue recognition to research or development arrangements.
This guidance concludes that the milestone method is a valid application of the
proportional performance model when applied to research or development
arrangements. Accordingly, an entity can make an accounting policy election to
recognize a payment that is contingent upon the achievement of a substantive
milestone in its entirety in the period in which the milestone is achieved. The
guidance is effective for fiscal years, and interim periods within those years,
beginning on or after June 15, 2010. The adoption of this accounting
standard had no impact on the Company's financial position or results of
operations.
  In
February 2010, the FASB issued amended guidance on subsequent events. Under this
amended guidance, SEC filers are no longer required to disclose the date through
which subsequent events have been evaluated in originally issued and revised
financial statements. This guidance was effective immediately and the Company
adopted these new requirements upon issuance of this guidance.
  In
January 2010, the FASB issued Accounting Standards Update (ASU)
No. 2010-06, Fair Value
Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value
Measurements (ASU No. 2010-06). ASU No. 2010-06 requires:
(1) fair value disclosures of assets and liabilities by class;
(2) disclosures about significant transfers in and out of Levels 1 and
2 on the fair value hierarchy, in addition to Level 3; (3) purchases,
sales, issuances, and settlements be disclosed on gross basis on the
reconciliation of beginning and ending balances of Level 3 assets and
liabilities; and (4) disclosures about valuation methods and inputs used to
measure the fair value of Level 2 assets and liabilities. ASU
No. 2010-06 becomes effective for the first financial reporting period
beginning after December 15, 2009, except for disclosures about purchases,
sales, issuances, and settlements of Level 3 assets and liabilities which
will be effective for fiscal years beginning after December 15, 2010. The
adoption of this accounting standard had no impact on the Company's financial
position or results of operations.
  In
October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic
605)—Multiple-Deliverable Revenue Arrangements: a consensus of the FASB Emerging
Issues Task Force (ASU 2009-13). ASU 2009-13 establishes a selling-price
hierarchy for determining the selling price of each element within a
multiple-deliverable arrangement. Specifically, the selling price assigned to
each deliverable is to be based on vendor-specific objective evidence (VSOE) if
available, third-party evidence, if VSOE is unavailable, and estimated selling
prices if neither VSOE or third-party evidence is available. In addition, ASU
2009-13 eliminates the residual method of allocating arrangement consideration
and instead requires allocation using the relative selling price method. ASU
2009-13 will be effective prospectively for multiple-deliverable revenue
arrangements entered into, or materially modified, in fiscal years beginning on
or after June 15, 2010 The adoption of this
accounting standard had no impact on the Company's financial position or results
of operations.
  In August
2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820)—Measuring Liabilities at Fair Value (ASU 2009-05). ASU
2009-05 provides guidance in measuring the fair value of a liability when a
quoted price in an active market does not exist for an identical liability or
when a liability is subject to restrictions on its transfer. ASU 2009-15 was
effective for the Company beginning with the quarter ended December 31,
2009. The adoption
of this accounting standard had no impact on the Company's financial position or
results of operations.
  2. Development Stage
Activities and Going Concern
 
 The
Company is currently in the development stage, and has not commenced operations.
Initially, the business plan of the Company is to establish the Company as a
distributor of bio-plastic utensils to environmentally conscious consumers in
Israel and later in the United States.   Currently, the Company
has shifted its focus from bioplastic products to the emerging greenhouse gas
(GHG) carbon credit market.
  F-9
 
 The
Company began a capital formation activity through a PPO, exempt from
registration under the Securities Act of 1933, to raise up to $50,000 through
the issuance of 2,000,000 shares of its common stock, par value $0.001 per
share, at an offering price of $0.025 per share. As of January 23, 2008, the
Company had fully subscribed the PPO and raised $50,000 in proceeds with the
issuance of 2,000,000 shares of its common stock.
 
 The Company also commenced an activity
to submit a Registration Statement on Form S-1 to the Securities and Exchange
Commission (“SEC”) to register 2,000,000 of its outstanding shares of common
stock on behalf of selling stockholders. The Company will not receive any of the
proceeds of this registration activity once the shares of common stock are
sold.The Registration
Statement on Form S-1 was filed with the SEC on April 16, 2008, and declared
effective on April 30, 2008.
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. The Company has not established
any source of revenues to cover its operating costs, and as such, has incurred
an operating loss since inception. Further, as of December 31, 2009, the cash
resources of the Company were insufficient to meet its current business plan.
These and other factors raise substantial doubt about the Company’s ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.
 
 3.   Loan
from Stockholder
 
 As of
December 31, 2010, loans from an individual who is a stockholder of the Company
amounted to $90,061. The loans were provided for working capital purposes, and
are unsecured, non-interest bearing, and have no terms for
repayment.
 
 4. Common
Stock
 
 On
September 4, 2007, pursuant to the terms of a subscription agreement, the
Company sold 250,000 shares of common stock to Mrs. Goldy Klein, Former
Secretary, for cash payment of $250 (par value).
  On
October 18, 2007, the Company issued 1,500,000 shares of common stock, valued at
$1,500, to an officer of the Company for services rendered.
 
 On
October 25, 2007, the Company issued 250,000 shares of common stock, valued at
$250, to a former officer of the Company for services rendered.
 
 On
November 12, 2007, the Company issued 3,000,000 shares of common stock, valued
at $3,000, to an officer of the Company for services rendered.
 
 In
addition, on November 30, 2007, the Company began a capital formation activity
through a PPO, exempt from registration under the Securities Act of 1933, to
raise up to $50,000 through the issuance of 2,000,000 shares of its common
stock, par value $0.001 per share, at an offering price of $0.025 per share. As
of December 27, 2007, the Company had received $26,000 in proceeds from the PPO.
As of January 23, 2008, the Company had fully subscribed the PPO and raised
$50,000 in proceeds with the issuance of 2,000,000 shares of its common
stock.
  F-10
 
 The
Company also commenced an activity to submit a Registration Statement on Form
S-1 to the Securities and Exchange Commission (“SEC”) to register 2,000,000 of
its outstanding shares of common stock on behalf of selling stockholders. The
Company will not receive any of the proceeds of this registration activity once
the shares of common stock are sold.  The Registration Statement on
Form S-1 was filed with the SEC on April 16, 2008, and declared effective on
April 30, 2008.
 
 On July
27, 2009, 291,667 shares were issued pursuant to a private placement
subscription agreement for cash consideration of $8,750 at a subscription price
of $0.03 per unit.
 
 On
November 9, 2009, 291,667 shares were issued pursuant to a private placement
subscription agreement for cash consideration of $8,750 at a subscription price
of $0.03 per unit.
 
 5. Income
Taxes
 
 The
provision (benefit) for income taxes for the periods ended December 31, 2010 and
2009, was as follows (assuming a 23% effective tax rate):
  2010
                        
                        
                        2009Current
      Tax Provision:Federal-Taxable
      income
                        
                        $
                        -
                        
                        
                        $
                        -Total
      current tax provision
                        
                        $
                        -
                        
                        
                        $
                        -Deferred
      Tax Provision:Federal-Loss
      carryforwards
                        
                        $
                        11,787
                        
                        
                        $
                        13,631Change
      in valuation allowance
                        
                        
                        (11,787
                        )
                        
                        
                        (13,631
                        )Total
      deferred tax provision
                        
                        $
                        -
                        
                        
                        $
                        -
 
 The
Company had deferred income tax assets as of December 31, 2010 and 2009, as
follows:
  2010
                      
                      
                      2009Loss
      carryforwards
                      
                      $
                      37,909
                      
                      
                      $
                      26,122Less
      - Valuation allowance
                      
                      
                      (37,909
                      )
                      
                      
                      (26,122
                      )Total
      net deferred tax assets
                      
                      $
                      -
                      
                      
                      $
                      -
 
 The
Company provided a valuation allowance equal to the deferred income tax assets
for the periods ended December 31, 2010 and 2009 because it is not presently
known whether future taxable income will be sufficient to utilize the loss
carryforwards.
 
 As of
December 31, 2010, the Company had approximately $164,823 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire by the year 2030.
 
 The
Company did not identify any material uncertain tax positions on tax returns
that were or will be filed.  The Company did not recognize any interest or
penalties for unrecognized tax benefits during the year ended December 31,
2010.
  F-11
 
 The
federal income tax returns of the Company are subject to examination by the IRS,
generally for three years after they are filed.
  6.   Related
Party Transactions
   On
September 4, 2007, pursuant to the terms of a subscription agreement, the
Company sold 250,000 shares of common stock to Mrs. Goldy Klein, our Former
Secretary, for cash payment of $250 (par value).
  On
October 18, 2007, the Company issued 1,500,000 shares of common stock, valued at
$1,500 to an officer of the Company for services rendered.
 
 On
October 25, 2007, the Company issued 250,000 shares of common stock, valued at
$250 to a former officer of the Company for services rendered.
 
 On
November 12, 2007, the Company issued 3,000,000 shares of common stock, valued
at $3,000 to an officer of the Company for services rendered.
 
 As
described in Note 3, as of December 31, 2010, the Company owed $90,061 to an
individual who is a stockholder of the Company.
  F-12
  (3)
Exhibits. See Item 15(b) below.
  (b)
              Exhibits
      required by Item 601 of Regulation
S-K
 
 Exhibit
                    No.
                  
                  Description3.1
                  
                  Articles
      of Incorporation
      (incorporated by reference from our Registration Statement on Form S-1
      filed on April 16, 2008).3.2
                  
                  Bylaws
      (incorporated by reference from our Registration Statement on Form S-1
      filed on April 16, 2008).31.1*
                  
                  Section
      302 Certification of the Sarbanes-Oxley Act of 2002 of Nehemya
      Hesin32.1*
                  
                  Section
      906 Certification of the Sarbanes-Oxley Act of 2002 of Nehemya
      Hesin
 
 *Filed
herewith
  17
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 BNH INC.
                  (Registrant)By:
                /s/ Nehemya HesinName: Nehemya HesinTitle: President, Treasurer (Principal
                  Executive Officer and Principal Financial
                  and Accounting Officer) and DirectorDated: February 17, 2011
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 By:
              /s/ Nehemya HesinName: Nehemya HesinTitle: President, Treasurer (Principal
                Executive Officer and Principal Financial
                and Accounting Officer) and DirectorDated:
      February 17, 2011
 
 By:
              /s/
      Danielle MimouniName:
      Danielle MimouniTitle:
      Secretary and DirectorDated:
      February 17, 2011
  18