UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K


(Mark
One)


x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended: March 31,
2010




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





For the
transition period from ________ to ________





Commission
File No.  000-53736





SAND HILLS,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
                  
                  26-4803428(State
      or other jurisdiction of incorporation or organization)
                  
                  (I.R.S.
      Employer Identification
No.)





25 Sunrise Point, Irmo,
South Carolina 29063


(Address
of principal executive offices)





(803)
407-0998


Issuer’s
telephone number





Securities
registered under Section 12(b) of the Exchange Act:





None





Securities
registered under Section 12(g) of the Exchange Act:





Common Stock, par value
$0.0001 per share


(Title
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 x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act.         ̈  Yes   x  No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


x  Yes    ̈  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


 ̈  Yes   x No





Indicate
by check mark 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.


 ̈  Yes   x  No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer    ̈
              Accelerated
      filer      ̈Non-accelerated
      filer      ̈
              Smaller
      reporting company     x(Do
      not check if a smaller reporting company)





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.    $0





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.         ̈  Yes    ̈  No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. At July 15, 2010 there were 2,000,000
shares of common stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE


None





TABLE
OF CONTENTS




TABLE OF CONTENTS
                                          iFORWARD-LOOKING STATEMENTS
                                          0PART IItem 1. Description of
    Business
                                          1Item 1A. Risk Factors.
                                          6Item 1B. Unresolved Staff
      Comments.
                                          12Item 2. Properties.
                                          12Item 3. Legal Proceedings.
                                          13Item 4. Reserved
                                          13PART IIItem 5. Market for Registrant’s Common Equity,
      Related Stockholder Matters and Issuer Purchases of Equity
      Securities.
                                          13Item 6. Selected Financial
      Data.
                                          14Item 7. Management’s Discussion and Analysis of
      Financial Condition and Results of Operations.
                                          14Item 7A. Quantitative and Qualitative Disclosures
      About Market Risk.
                                          15Item 8. Financial Statements and Supplementary
      Data.
                                          16Item 9. Changes in and Disagreements With
      Accountants on Accounting and Financial Disclosure.
                                          17Item 9A. Controls and
      Procedures.
                                          17Item 9B. Other Information.
                                          18PART IIIItem 10. Directors, Executive Officers and
      Corporate Governance.
                                          18Item 11. Executive
      Compensation.
                                          19Item 12. Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder
    Matters.
                                          20Item 13. Certain Relationships and Related
      Transactions, and Director Independence.
                                          21Item 14. Principal Accounting Fees and
      Services.
                                          21PART IVItem 15. Exhibits, Financial Statement
      Schedules.
                                          22SIGNATURES
                                          23


i




FORWARD-LOOKING
STATEMENTS




This
Annual Report on Form 10-K and the documents incorporated by reference into the
Annual Report on Form 10-K include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  These forward-looking statements can be
identified by the use of forward-looking terminology, including the words
“believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,”
“will,” “potential,” “continue,” or “should,” or, in each case, their negative
or other variations or comparable terminology.  Such statements
include, but are not limited to, any statements relating to our ability to
consummate any acquisition or other business combination and any other
statements that are not statements of current or historical facts. These
statements are based on management’s current expectations, but actual results
may differ materially due to various factors, including, but not limited to, our
being a development stage company with no operating history; our lack of
funding; the inexperience of our management with respect to our business plan;
our potential inability to consummate a business combination with an operating
company that is generating revenues; the possibility that our company may never
generate revenues; unknown risks that may attend to a business with which we
consummate a business combination; our personnel allocating their time to other
businesses and potentially having conflicts of interest with our business; the
ownership of our securities being concentrated, and those other risks and
uncertainties detailed herein and in the Company’s filings with the Securities
and Exchange Commission.




By their
nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the
future.  We caution you that forward-looking statements are not
guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and developments in the industry in which we
operate may differ materially from those made in or suggested by the
forward-looking statements contained in this Annual Report on Form
10-K.  In addition, even if our results of operations, financial
condition and liquidity, and developments in the industry in which we operate
are consistent with the forward-looking statements contained in this Annual
Report on Form 10-K, those results or developments may not be indicative of
results or developments in subsequent periods.




These
forward-looking statements are subject to numerous risks, uncertainties and
assumptions about us described in “Risk Factors.”  The forward-looking
events we discuss in this Annual Report on Form 10-K speak only as of the date
of such statement and might not occur in light of these risks, uncertainties and
assumptions.  Except as required by applicable law, we undertake no
obligation and disclaim any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.





PART
I





Item
1. Description of Business





General





Sand
Hills, Inc. (“we”, “us”, the “Company” or like terms) was incorporated in the
State of Nevada on April 2, 2009.  We are a developmental stage
company and have not generated any revenues to date.  We were
organized to serve as a vehicle for a business combination through a capital
stock exchange, merger, asset acquisition or other similar business combination
(a “Business Combination”) with an operating or development stage business (the
“Target Business”) which desires to utilize our status as a reporting company
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).   Since inception, our business operations have comprised
attending to organizational matters, registering our class of common stock under
the Exchange Act and identifying and evaluating potential Target
Businesses.  We have no full-time employees and do not own or lease
any property.





Given
that we have no current business operations, that our current assets consist
only of cash and that our proposed business contemplates entering into a
Business Combination with an operating company, we are a “shell company,” as
defined in Rule 405 under the Securities Act of 1933, as amended (the
“Securities Act”).  Because we are a "shell" company, the Business
Combination we enter into with a Target Business will be deemed to be a "reverse
acquisition" or "reverse merger."





We are
not presently engaged in, and will not engage in, any substantive commercial
business until we consummate a Business Combination, if ever.  We are
currently in the process of identifying and evaluating targets for a Business
Combination but we do not have any specific Business Combination under
consideration.  Our efforts to identify a prospective Target Business
are not limited to a particular industry or geographic location.  We
will seek to consummate the transaction which is most attractive and provides
the greatest opportunity for creating securityholder value.  The
determination as to which opportunity is the most attractive will be based on
our analysis of a variety of factors, including the terms of the transaction and
the perceived quality of the business of the Target Business, among other
factors described below.  We believe that the owners of potential
Target Businesses may find an acquisition by us to be an easier and less
dilutive means to achieve liquidity than an initial public offering or other
financing transaction. We cannot assure you that we will be able to identify and
attract a Target Business or that we will be able to engage in a transaction on
favorable terms or at all.





Affecting
a Business Combination





General.





A
Business Combination may involve the acquisition of or merger with a company
that desires to have a class of securities registered under the Exchange Act,
while avoiding what its management may deem to be the adverse consequences of
undertaking a public offering itself.  These include time delays,
significant expense, possible loss of voting control by the target's existing
management through dilution of their ownership position and compliance with
various federal and state securities laws.  As more fully described
below under the heading “Form
of acquisition; Opportunity for stockholder approval,” the proposed
structure of a Business Combination may not require that we seek stockholder
approval for the transaction and holders of our common stock may not have the
opportunity to vote upon a proposed Business Combination.





Search
for a Target Business.




We are
currently in the process of identifying and evaluating potential Target
Businesses.  As described below in more detail, we have virtually
unrestricted flexibility in identifying and selecting prospective acquisition
candidates.  At such time as we affect a Business Combination, if
ever, we may be impacted by numerous risks inherent in the business and
operations of the Target Business.  The risks attendant to the Target
Business may include risks typical of a financially unstable company or an
entity in its early stage of development or growth, including entities without
established records of sales or earnings.  Although our management
will endeavor to evaluate the risks inherent in a particular Target Business, we
cannot assure you that we will properly ascertain or assess all significant risk
factors.


1


Sources
of Target Businesses.





We intend
to source our target opportunities from various internal and external
sources.  Target candidates have been, and we anticipate will continue
to be, brought to our attention from affiliated and unaffiliated
sources.  We believe that we will be able to identify target
opportunities from internal sources primarily resulting from personal contacts
and relationships that our officers and directors and their affiliates have
developed and maintain with various professionals, including accountants,
consultants, bankers, attorneys and other investors, as a result of formal or
informal inquiries or discussions they may have, as well as attending trade
shows or conventions.  In no event will any of our existing officer,
director or stockholders, or any entity with which they are affiliated, be paid
any finder’s fee, consulting fee or other compensation prior to, or for any
services they render in order to effectuate, the consummation of a Business
Combination.





Target
Business candidates may be brought to our attention by unaffiliated sources as a
result of being solicited by us through calls or mailings.  These
sources may also introduce us to Target Business candidates in which they
believe we may have an interest.  In addition, we may retain the
services of agents or other representatives to identify or locate suitable
targets on our behalf, though we have not engaged any such persons, to
date.  In the event that we retain the services of professional firms
or other individuals that specialize in business acquisitions, we may pay a
finder’s fee, consulting fee or other compensation to be determined in an arm’s
length negotiation.  We have not adopted any policies with respect to
utilizing the services of consultants or advisors to assist in the
identification of a Target Business, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
regarding the total amount of fees that may be paid.  However, because
of our limited cash resources, it is likely that any such fee we agree to pay
would be paid in shares of our common stock.





Selection
criteria of a Target Business.





Our
management will have virtually unrestricted flexibility in identifying and
selecting a prospective Target Business.  We have not established any
specific attributes or criteria (financial or otherwise) for prospective Target
Businesses.  In evaluating a prospective Target Business, our
management will consider, among other factors, the following:




·
            financial
      condition and results of operation;




·
            growth
      potential;




·
            experience
      and skill of management and availability of additional
      personnel;




·
            capital
      requirements;




·
            competitive
      position;




·
            barriers
      to entry in the industry;




·
            stage
      of development of the products, processes or
  services;




·
            degree
      of current or potential market acceptance of the products, processes or
      services;




·
            proprietary
      features and degree of intellectual property or other protection of the
      products, processes or services;




·
            regulatory
      environment of the industry; and




·
            costs
      associated with affecting the Business
  Combination.




These
criteria are not intended to be exhaustive or to in any way limit the board of
director’s unrestricted discretion to enter into a Business Combination with any
Target Business.  Any evaluation relating to the merits of a
particular Business Combination will be based, to the extent relevant, on the
above factors as well as other considerations deemed relevant by our
management.


2


Due
Diligence Investigation.





In
evaluating a prospective Target Business, we will conduct as extensive a due
diligence review of potential targets as possible in view of our lack of
financial resources and the inexperience of our management in such
endeavors.  Given our current resources, we will likely enter into a
Business Combination with a privately-held company in its early stages of
development or that has only a limited operating history on which to base our
decision.  Generally, very little public information exists about
these companies and we will be required to rely on the ability of our management
to obtain adequate information to evaluate the potential returns from entering
into a Business Combination with such a company.  We expect that our
due diligence may include, among other things, meetings with the Target
Business’s incumbent management and inspection of its facilities, as well as a
review of financial and other information that is made available to
us.  This due diligence review will be conducted by our management,
possibly with the assistance of the Company's counsel and accountants, as
necessary.





Our
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target Business candidate before we consummate a Business
Combination.  Management decisions, therefore, will likely be made
without detailed feasibility studies, independent analyses, market surveys and
the like, which, if we had more funds available to us, would be
desirable.  We will be particularly dependent in making decisions upon
information provided by the promoters, owners, sponsors or others associated
with the business opportunity seeking our participation.





It is unlikely that our management at
the time of a Business Combination will continue in any material capacity with
the Company after the consummation of a Business Combination.





Our assessment of a Target Business and
its management may not be accurate.   If we do not uncover all material
information about a Target Business prior to a Business Combination, we may not
make a fully informed investment decision and we may lose money on our
investment.





The time
and costs required to select and evaluate a Target Business and to structure and
complete the Business Combination cannot presently be ascertained with any
degree of certainty.  Any costs we incur with respect to the
identification and evaluation of a prospective Target Business with which a
Business Combination is not ultimately completed may result in a loss to
us.





Lack
of diversification.





We expect
that we will be able to consummate a Business Combination with only one
candidate given that, among other considerations, we will not have the resources
to diversify our operations.   Moreover, given that we likely
will offer a controlling interest in our Company to a Target Business in order
to achieve a tax-free reorganization, as described below, the dilution of
interest to present and prospective stockholders will render more than one
Business Combination unlikely.  Therefore, at least initially, the
prospects for our success may be entirely dependent upon the future performance
of a single business and we will not benefit from the possible spreading of
risks or offsetting of losses that Business Combinations with multiple operating
entities would offer.  By consummating a Business Combination with a
single entity, our lack of diversification may:





·
            result
      in our dependency upon the development or market acceptance of a single or
      limited number of products, processes or services;
  and





·
            subject
      us to numerous economic, competitive and regulatory developments, any or
      all of which may have a substantial adverse impact upon the particular
      industry in which we may operate subsequent to a Business
      Combination.





Form
of acquisition; Opportunity for stockholder approval.





The
manner in which we participate in a Business Combination will depend upon, among
other things, the nature of the opportunity and the respective requirements and
desires of management of our Company and of the Target Business.  In
addition, the structure of any Business Combination will be dispositive as to
whether stockholder approval of the Business Combination is
required.


3


Although
we cannot predict the terms of any Business Combination, it is likely that we
will seek to structure a Business Combination to qualify as a tax-free
transaction under the Internal Revenue Code of 1986, as amended (the
"Code").  Tax-free treatment of such a transaction can be
accomplished, if structured correctly, either through the acquisition of all of
the outstanding shares of capital stock of a Target Business or through a merger
(either directly or through a wholly owned subsidiary of our Company) with a
Target Business.  Depending on the circumstances of any acquisition,
however, we may not be able to structure a transaction in the most tax
advantageous manner.  Further, we cannot assure you that the Internal
Revenue Service or state tax authorities will agree with our tax treatment of
any transaction.





If the
transaction is structured as an acquisition, we will acquire our participation
in a Target Business through the acquisition of all of the outstanding shares of
its capital stock in exchange for the issuance of our common stock or other
securities to the security holders of the Target Business.  If the
transaction is structured as a statutory merger or consolidation, we would merge
a Target Business with and into our Company or a wholly owned subsidiary of our
Company.





Acquisition:  Under
Section 368(a)(1) of the Code, in order for a stock exchange transaction to
qualify as a "tax free" reorganization, among other Code provisions, the holders
of the stock of the target must receive a number of shares of our capital stock
equal to 80% or more of the voting stock of our Company.  If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Code, our existing stockholders
would, in such circumstances, retain 20% or less of the total issued and
outstanding shares of the surviving entity.  Depending upon the
relative negotiating strength of the parties, our stockholders at the time of
the Business Combination may retain substantially less than 20% of the total
issued and outstanding shares of our Company, which is likely in our
case.  This would result in substantial additional dilution to the
equity of those persons who were stockholders of our Company prior to a Business
Combination.  As part of such a transaction, all or a majority of our
management at the time may resign and new directors may be appointed without any
vote by stockholders.  If the Business Combination is structured as an
acquisition of a Target Business's stock, our Company will not require the vote
or approval of stockholders and the transaction may be accomplished in the sole
determination of management.





Merger:   In
a merger transaction, we would merge a Target Business with and into our Company
or a direct wholly-owned subsidiary.  Simultaneous with the merger, we
may affect a recapitalization in order to achieve a manageable float of our
outstanding capital stock.  However, a proposed merger transaction
would require the approval of the holders of a majority of the outstanding
shares of our common stock and it may necessitate calling a stockholders'
meeting to obtain such approval and filings with the SEC and state
agencies.  The necessity to obtain stockholder approval may result in
delay and additional expense in the consummation of any proposed transaction and
will also give rise to certain rights to dissenting stockholders who could
require that the Company purchase their shares at a price equal to the fair
market value in cash.





In light
of the above, management likely will seek to structure a Business Combination so
as not to require stockholder approval.





In view
of our status as a "shell" company, any acquisition of the stock of or the
merger with an operating company would be deemed to be a "reverse acquisition"
or "reverse merger."





We
anticipate that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require significant management time and attention and
substantial cost for accountants, attorneys and others.  If a decision
is made not to participate in a specific business opportunity, the costs
incurred in the related investigation would not be
recoverable.  Furthermore, even if an agreement is reached for a
Business Combination, the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.


4


Competition





Our
ability to consummate a Business Combination will be constrained by our lack of
financial resources to provide to the Target Business.  We expect that
in the course of identifying, evaluating and selecting a Target Business, we may
encounter intense competition from other entities having a business objective
similar to ours.  These include blank check companies that have raised
significant capital through sales of securities registered under federal
securities laws and that have a business plan similar to ours and, consequently,
possess a significant competitive advantage over our Company both from a
financial and personnel perspective.  Additionally, we may be subject
to competition from other entities having a business objective similar to ours,
including venture capital firms, leveraged buyout firms and operating businesses
looking to expand their operations through acquisitions.  Many of
these entities are well established, possess significant capital, may be able to
offer securities for which a trading market exists and that have extensive
experience identifying and affecting business combinations directly or through
affiliates.  Moreover, nearly all of these competitors possess greater
technical, human and other resources than us.  In addition, we will
experience competition from other modestly capitalized shell companies that are
seeking to enter into business combinations with targets similar to those we
expect to pursue.





While we
believe there may be numerous potential target candidates with which we could
affect a Business Combination, our ability to compete in affecting a Business
Combination with a prime candidate will be limited by our lack of financial
resources.  This inherent competitive limitation gives others an
advantage in pursuing the acquisition of the most attractive Target
Businesses.





If we
succeed in affecting a Business Combination, there will be, in all likelihood,
intense competition from competitors of the Target Business. We cannot apprise
you of any of these risks nor can we assure you that, subsequent to a Business
Combination, we will have the resources or ability to compete
effectively.





Employees





We have
two executive officers who have other business interests and are not obligated
to devote any specific number of hours to our matters.  Our officers
intend to devote only as much time as they deem necessary to our
affairs.  The amount of time management will devote to our affairs in
any time period will vary based on whether a Target Business has been selected
for the Business Combination and the stage of the Business Combination process
the Company is in.  Accordingly, as management identifies suitable
Target Businesses, we expect that our management will spend more time
investigating such Target Business and will devote additional time and effort
negotiating and processing the Business Combination as developments
warrant.  We do not intend to have any full time employees prior to
the consummation of a Business Combination.





Our
management may engage in other business activities similar and dissimilar to
those we are engaged in without any limitations or restrictions applicable to
such activities.  To the extent that our management engages in such
other activities, there will be possible conflicts of interest in diverting
opportunities which would be appropriate for our Company to another company, or
to entities or persons with which our management is or may be associated or have
an interest, rather than diverting such opportunities to us.  Since we
have not established any policy for the resolution of such a conflict, we could
be adversely affected should our officers/directors choose to place their other
business interests before ours.  We cannot assure you that such
potential conflicts of interest will not result in the loss of potential
opportunities or that any conflict will be resolved in our favor.  As
of the date hereof, our officers and directors are not involved with any other
company having a business purpose similar to ours and has no present intention
of becoming involved with any other shell company.





Our
officers and directors may actively negotiate for or otherwise consent to the
disposition of all or any portion of the shares of common stock they control, as
a condition to, or in connection, with a Business
Combination.  Therefore, it is possible that the terms of any Business
Combination will provide for the sale of all or a portion of the shares of
common stock over which they exercise control which would raise issues relating
to a possible conflict of interest with our other security
holders.


5


Item
1A. Risk Factors.





An
investment in our securities involves a high degree of risk. You should consider
carefully all of the risks described below, together with the other information
contained in this Annual Report on Form 10-K before making a decision to invest
in our securities.  If any of the following risks occur, our business,
financial condition and results of operations may be materially adversely
affected.





The
absence of operations and revenues raises substantial doubt about our ability to
continue as a going concern.





The
report of our independent auditor and Note 5 to the financial statements
included in this Form 10-K indicate that the Company has not generated any
revenues, has a working capital deficit and has suffered a loss from operations,
and that these factors raise substantial doubt about the Company’s ability to
continue as a going concern.  In addition, we have no significant
assets or financial resources.  We will continue to sustain operating
expenses without corresponding revenues, at least until the consummation of a
Business Combination.  This will result in continued net operating
losses that will increase until we can consummate a Business Combination with a
profitable Target Business.  Our operating and financial condition
renders it unlikely that we would be able to obtain third-party financing to
sustain operations, if necessary.   In light of our limited
resources, we cannot assure you that we will be able to continue operations,
that we will be able to identify a suitable Target Business or that we will
consummate a Business Combination.





We
are dependent entirely upon our stockholders to fund our
operations.  We may have insufficient resources to cover our operating
expenses and the costs and expenses of consummating a Business
Combination.





We are not generating any revenues and
possess limited capital to fund our operations, including for such purposes as
preparing and filing periodic reports under the Exchange Act, identifying a
Target Business and negotiating a Business Combination.  We are
dependent entirely on our stockholders to provide funds for the foregoing
requirements and for any other corporate purposes that may arise in the
future.  Though our stockholders have advised us of their intention to
fund our operations, there is no written agreement binding them to do
so.  Our operating and financial condition renders it unlikely that we
would be able to obtain third-party financing to sustain operations, if
necessary.   In the even that our stockholders do not fund our
capital requirements, we may not be able to continue operations and stockholders
could lose the entire amount of their investment in our Company.





We
are a development stage company with no operating history and, accordingly,
there is no basis upon which to evaluate our ability to achieve our business
objective.





We are a
development stage company and have not engaged in any revenue generating
activities to date.  Since we do not have any operating history, you
will have no basis upon which to evaluate our ability to achieve our business
objective.  We are currently in the process of evaluating and
identifying targets for a Business Combination.  We are not presently
engaged in, and will not engage in, any substantive commercial business or
generate any revenue until we consummate such a transaction, if
ever.  We cannot assure you as to when or if a Business Combination
will occur.





Our
officers and directors have never been principals of, nor have they ever been
affiliated with, a company formed with a business purpose similar to
ours.





Neither of our officers and directors
has ever served as an officer or director of a development stage public company
with the business purpose of acquiring a Target
Business.  Furthermore, our officers and directors have never been
involved with a public shell company of any sort.  Accordingly, you
may not be able to adequately evaluate their ability to consummate successfully
a Business Combination.   Moreover, our officers and directors do
not have experience evaluating or conducting due diligence with respect to
companies in connection with a Business Combination and they may not uncover all
material information about a Target Business prior to a Business Combination nor
may they accurately assess a Target Company's business or
management.  Management's failure to conduct complete and accurate due
diligence or accurately assess the future strength of a Target Business would
have a significant negative impact on our operations and could cause our
stockholders to lose entire investment.


6


Our
officers and directors will apportion their time to other businesses which may
cause conflicts of interest in theirs determination as to how much time to
devote to our affairs.  This conflict of interest could have a
negative impact on our ability to consummate a Business
Combination.





Our
officers and directors engage in other businesses and are not required to devote
their full time or any specific number of hours to our affairs, which could
create a conflict of interest when allocating their time between our operations
and their other commitments.  We do not have and do not expect to have
any full time employees prior to the consummation of a Business
Combination.  If our officers’ and directors’ other business affairs
require them to devote more substantial amounts of time to such affairs, it
could limit their ability to devote time to our affairs and could have a
negative impact on our ability to consummate a Business
Combination.  We cannot assure you that these conflicts will be
resolved in our favor.





Our
officers and directors may in the future become affiliated with entities engaged
in business activities similar to those conducted by us and, accordingly, may
have conflicts of interest in determining to which entity a particular business
opportunity should be presented.`





Our
officers and directors may in the future become affiliated with entities,
including other shell companies, engaged in business activities similar to those
conducted by us, though they have no present intention of becoming affiliated
with any such entities. Additionally, our officers and directors may become
aware of business opportunities which may be appropriate for presentation to us
as well as the other entities to which they may owe fiduciary duties.
Accordingly, they may have conflicts of interest in determining to which entity
a particular business opportunity should be presented.  We cannot
assure you that these conflicts will be resolved in our favor. As a result, a
potential Target Business may be presented to another entity prior to its
presentation to us and we may not be able to pursue a potential
transaction.





Our
future success is dependent on the ability of management to complete a Business
Combination with a Target Business that operates profitably.





The
nature of our operations is highly speculative.  The future success of
our plan of operation will depend to a great extent on the operations, financial
condition and management of the Target Business we may acquire.  The
future success of our plan of operation will depend entirely on the operations,
financial condition and management of the Target Business with which we may
enter into a Business Combination.  While management is seeking to
enter into a Business Combination with an entity having an established,
profitable operating history and effective management, we cannot assure you that
we will be successful in consummating a Business Combination with a candidate
that meets that those criteria.





We
have no existing agreement for a Business Combination or other
transaction.





We
presently have no written arrangement or agreement with respect to engaging in a
Business Combination.  We cannot assure you that we will successfully
identify and evaluate suitable business opportunities or that we will enter into
a Business Combination.  Management has not identified any particular
industry or specific business within an industry for evaluation.  We
cannot guarantee that we will be able to negotiate a Business Combination on
favorable terms.





The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a Business Combination with the most
attractive private companies.





Target
companies that we may investigate that fail to comply with SEC reporting
requirements, financial and otherwise, may delay or preclude a Business
Combination.  Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including audited financial statements for the company
acquired.  The time and additional costs that may be incurred by some
target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition.  Otherwise
suitable acquisition prospects that do not have or are unable to obtain the
required audited statements may be inappropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.


7


Our
future success is dependent on the ability of management to complete a Business
Combination with a Target Business that operates profitably.





The
nature of our operations is highly speculative.  The future success of
our plan of operation will depend to a great extent on the operations, financial
condition and management of the Target Business we may acquire.  The
future success of our plan of operation will depend entirely on the operations,
financial condition and management of the Target Business with which we may
enter into a Business Combination.  While management is seeking to
enter into a Business Combination with an entity having an established,
profitable operating history and effective management, we cannot assure you that
we will be successful in consummating a Business Combination with a candidate
that meets those criteria.





If
we affect a Business Combination with a financially unstable company or an
entity in the early stage of development or growth, we will be subject to
greater risks than if we were to affect a Business Combination with a more
established company with a proven record of earnings and growth.





Given our
financial and personnel resources compared to those of our competitors, we may
be limited to consummating a Business Combination with a company that is
financially unstable or is in the early stage of development or growth,
including an entity without established records of sales or
earnings.  To the extent we affect a Business Combination with a
financially unstable or early stage or emerging growth company, we may be
impacted by numerous risks inherent in the business and operations of such
company that we would not be subject to if we were to affect a Business
Combination with a more seasoned company with a proven record of earnings and
growth.





We
likely will complete only one Business Combination, which will cause us to be
dependent solely on a single business and a limited number of products, services
or assets.





Given our
limited financial resources and other considerations, it is likely we will
complete a Business Combination with only one Target
Business.  Accordingly, the prospects for our success may be solely
dependent upon the performance of a single business and dependent upon the
development or market acceptance of a single or limited number of products,
processes or services.  In this case, we will not be able to diversify
our operations or benefit from the possible spreading of risks or offsetting of
losses, unlike other entities which may have the resources to complete several
Business Combinations or asset acquisitions in different industries or different
areas of a single industry so as to diversify risks and offset
losses.





Given
our limited resources and the significant competition for Target Businesses, we
may not be able to consummate an attractive Business Combination.





We will
encounter intense competition from other entities having a business objective
similar to ours, including blank check companies, finance companies, banks,
venture capital funds, leveraged buyout funds, operating businesses and other
financial buyers competing for acquisitions.  Many of these entities
are well established and have extensive experience in identifying and affecting
Business Combinations directly or through affiliates.  Nearly all of
these competitors possess greater financial, technical, human and other
resources than we do and our financial resources will be negligible when
contrasted with those of many of these competitors.  In addition, we
will experience direct competition from other modestly capitalized shell
companies that are seeking to enter into business combinations with targets
similar to those we expect to pursue.  Given this intense competition,
we may never consummate a Business Combination or consummate a transaction with
a less attractive operating entity.


It
is likely that we will consummate a Business Combination with a private company
for which limited information will be available to conduct due
diligence.
 
 We likely
will enter into a Business Combination with a privately-held
company.  Generally, very little public information exists about these
companies or their management and we will be required to rely on the ability of
our management to obtain adequate information to evaluate the potential success
of entering into a transaction with such a company.  In addition, our
management will only devote limited time to the business of the Company and will
have available to it extremely limited financial resources with which to conduct
due diligence.  If our assessment of the Target Business’s operations
and management is inaccurate or we are unable to uncover all material
information about these companies, then we may not make a fully informed
investment decision, and we may lose money on our
investments.


8





If
we consummate a Business Combination by way of an acquisition, stockholders may
not have an opportunity to vote on the transaction.





If we
consummate a Business Combination by way of an acquisition of the capital stock
or assets of the Target Business, the transaction may be accomplished in the
sole determination of management without any vote or approval by our
securityholders.  Accordingly, holders of our securities at the time
of any Business Combination may not have an opportunity to evaluate the Target
Business or its management and will have to rely on the judgment of management
in assessing the future profitability and viability of the Target
Business.





A
Business Combination with a foreign company may subject us to additional
risks.





If we
enter into a Business Combination with a foreign entity, we will be subject to
all of the risks inherent in business operations outside of the United
States.  These risks include:





·
            unexpected
      changes in, or impositions of, legislative or regulatory
      requirements;


·
            foreign
      currency exchange rate
fluctuations;


·
            potential
      hostilities and changes in diplomatic and trade
    relationships;


·
            changes
      in duties and tariffs, taxes, trade restrictions, license obligations and
      other non-tariff barriers to trade;


·
            burdens
      of complying with a wide variety of foreign laws and
      regulations;


·
            longer
      payment cycles and difficulties collecting receivables through foreign
      legal systems;


·
            difficulties
      in enforcing or defending agreements and intellectual property
      rights;


·
            reduced
      protection for intellectual property rights in some
    countries;


·
            potentially
      adverse tax consequences; and


·
            political
      and economic instability.





If we are
not successful managing these risks among others that we may not identify at the
time of a Business Combination, our business may be negatively
impacted.





Since
we have not yet selected a particular industry or Target Business with which to
complete a Business Combination, we are unable to ascertain the merits or risks
of the industry or business in which we may ultimately operate at this
time.





We are
currently in the process of evaluating and identifying targets for a Business
Combination.  However, our plan of operation permits our board of
directors to consummate a Business Combination with a company in any industry it
chooses and is not limited to any particular industry or type of
business.  Accordingly, there is no current basis to evaluate the
possible merits or risks of the particular industry in which we may ultimately
operate or the Target Business that we may ultimately acquire.  To the
extent we complete a Business Combination with a company that does not have a
stable history of earnings and growth or an entity in a relatively early stage
of its development, we may be affected by numerous risks inherent in the
business operations of those entities.  If we complete a Business
Combination with an entity in an industry characterized by a high level of risk,
we may be affected by the currently unascertainable risks of that
industry.  Such risks, among other things, could preclude the
Company's ability to secure financing for operations after a Business
Combination, should it be required.  Although our management will
endeavor to evaluate the risks inherent in a particular industry or Target
Business, we cannot assure you that we will properly ascertain or assess all of
the significant risk factors.  Even if we properly assess those risks,
some of them may be outside of our control.


9


Our
long-term success will be dependent in large part upon the management team of
the Target Business, which may be difficult to fully evaluate.





After a
Business Combination, our long-term success we will be dependent upon the
management team of the Target Business.  Although we intend to
scrutinize the management team of a prospective Target Business as closely as
possible in connection with evaluating the desirability of affecting a Business
Combination, we cannot assure you that our assessment of the management team
will prove to be correct.  These individuals may be unfamiliar with
the complex disclosure and financial reporting requirements imposed on U.S.
public companies and other requirements of operating a public company, which
could divert their attention from their core business to the determent of the
operating results of the Target Business.





If
we are unable to structure the Business Combination as a “tax free” transaction,
potential Target Businesses could be deterred from entering into such a
transaction with our Company.





We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain Business Combinations with us.  Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions.  We intend to
structure any Business Combination so as to minimize the federal and state tax
consequences to both us and the target entity and the respective stockholders of
each company; however, we cannot guarantee that the Business Combination will
meet the statutory requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of stock or
assets.  A non-qualifying reorganization could result in the
imposition of both federal and state taxes that may have an adverse affect on
all parties to the transaction.





We
have not conducted any market research concerning prospective business
opportunities, which may affect our ability to identify a Target
Business.





We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities.  Therefore, we
have no assurances that market demand exists for a Business Combination as
contemplated by us.  There is no assurance that we will be able to
enter into a Business Combination on terms favorable to us.  Decisions
as to which business opportunity to participate in will be unilaterally made by
our management, which, in many cases, may act without the consent, vote or
approval of our stockholders.





Limitations
on liability and indemnification matters.





As permitted by the corporate laws of
the State of Nevada, we have included in our articles of incorporation a
provision to eliminate the personal liability of our directors for monetary
damages for breach or alleged breach of their fiduciary duties as directors,
subject to certain exceptions, including, for example if the director did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  In addition, our bylaws provide that we are required to
indemnify our officers and directors under certain circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and we will be required to advance expenses to our officers and directors as
incurred in connection with proceedings against them for which they may be
indemnified.





Our
compliance with changing laws and rules regarding corporate governance and
public disclosure may result in additional expenses to us which, in turn, may
adversely affect our ability to continue our operations.




Keeping
abreast of, and in compliance with, changing laws, regulations and standards
relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever
approved for listing on either an automated quotation system or a registered
exchange, and system or stock exchange rules, will require an increased amount
of management attention and external resources.  We intend to continue
to invest all reasonably necessary resources to comply with evolving standards,
which may result in increased general and administrative expenses and a
diversion of management time and attention from revenue-generating activities to
compliance activities.  This could have an adverse impact on our
operations.


10


We
expect to issue a significant number of new shares of capital stock in a
Business Combination, which will result in substantial dilution and a change in
control of ownership of the Company.





Our
articles of incorporation authorize the issuance of 100,000,000 shares of common
stock and 10,000,000 shares of preferred stock.  Any Business
Combination affected by us may result in the issuance of additional securities
without stockholder approval and may result in substantial dilution in the
percentage of our common stock held by our then existing
stockholders.  Moreover, the common stock issued in any such
transaction may be valued on an arbitrary or non-arm's-length basis by our
management, resulting in an additional reduction in the percentage of common
stock held by our then existing stockholders.  Our board of directors
has the power to issue any or all of such authorized but unissued shares without
stockholder approval.  To the extent that additional shares of common
stock or preferred stock are issued in connection with a Business Combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially adversely
affected




We
may issue preferred stock which may have greater rights than our common
stock.




Our
Articles of Incorporation authorize our Company to issue up to 10,000,000 shares
of preferred stock. Currently, no preferred shares have been issued; however, we
can issue shares of our preferred stock in one or more series and can set the
terms of the preferred stock without seeking any further approval from our
common stockholders.  Any preferred stock that we issue may rank ahead
of our common stock in terms of dividend priority or liquidation premiums and
may have greater voting rights than our common stock.  In addition,
such preferred stock may contain provisions allowing those shares to be
converted into shares of common stock, which could dilute the value of common
stock to current stockholders and could adversely affect the market price, if
any, of our common stock.





There
are significant restrictions on the transferability of the Shares.





No outstanding shares of our common
stock have been registered under the Securities Act, and, consequently, they may
not be resold, transferred, pledged as collateral or otherwise disposed of under
federal securities laws unless such transaction is registered under the
Securities Act or an exemption from the registration requirements of the
Securities Act is available.  In connection with any transfer of
shares of our common stock other than pursuant to an effective registration
statement under the Securities Act, the Company may require the holder to
provide to the Company an opinion of counsel to the effect that such transfer
does not require registration under the Securities Act.  Persons who
acquired our common stock prior to a Business Combination will not be entitled
to rely on Rule 144 under the Exchange Act for the resale of our securities
unless and until (i) we cease to be a shell company, (ii) at the time of the
sale we are reporting under the Exchange Act, (iii) we have filed all Exchange
Act reports and material required to be filed during the preceding 12 months,
and (iv) at least one year has elapsed from the time that we file the disclosure
required by the SEC reflecting the fact that we are no longer a shell
company.  These restrictions will limit the ability of our
stockholders to liquidate their investment.





We
have not registered or qualified any shares of our class of our common stock for
resale under the Blue Sky laws of any state, which will limit the liquidity of
the common stock.





The
Company has not registered or qualified its class of common stock for resale or
trading under the Blue Sky laws of any state and current management does not
anticipate doing so.  Current stockholders and persons who desire to
purchase our common stock should be aware that significant state Blue Sky law
restrictions may limit our stockholders from selling their shares and potential
purchasers from acquiring our common stock.





The
absence of an established trading market will limit the ability of stockholders
to dispose of their common stock.





There is
currently no public trading market for any of our securities.  The
Company will not seek to list any of our securities on any exchange or have them
quoted on an automated quotation system or over-the-counter
market.  Any decision to initiate public trading of our common stock
will be in the discretion of management of a Target Company with which we
consummate a Business Combination.  Since stockholders will not be
able to sell their shares, stockholders should consider their liquidity needs
with respect to the securities and should be prepared to hold their shares for
an indefinite period.


11


We
cannot assure you that following a Business Combination with an operating
business, our common stock will be listed or admitted to quotation on any
securities exchange or other trading medium, which will limit the liquidity of
the shares.





Following
a Business Combination, new management may seek to initiate a public market for
our common stock.  However, we cannot assure you that following such a
transaction, our Company as then constituted will meet the initial listing
standards of any stock exchange or that our common stock will be admitted for
quotation on the over the counter bulletin board or commence trading on any
other medium.  If our common stock does not trade publicly, holders
may not be able to sell common stock.





The
designation of our common stock as a "penny stock" would limit the liquidity of
the shares.





Our
common stock after a Business Combination may be deemed a “penny stock” as that
term is defined under Rule 3a51-1 of the Exchange Act.  Generally, a
"penny stock" is a common stock that is not listed on a securities exchange and
trades for less than $5.00 a share.  Prices often are not available to
buyers and sellers and the market may be very limited.  Penny stocks
in start-up companies are among the riskiest equity
investments.  Broker-dealers who sell penny stocks must provide
purchasers of these stocks with a standardized risk-disclosure document prepared
by the SEC.  The document provides information about penny stocks and
the nature and level of risks involved in investing in the penny stock
market.  A broker must also provide purchasers with bid and offer
quotations and information regarding broker and salesperson compensation, make a
written determination that the penny stock is a suitable investment for the
purchaser and obtain the purchaser's written agreement to the purchase. Many
brokers choose not to participate in penny stock
transactions.  Because of the penny stock rules, there may be less
trading activity in penny stocks in any market that develops for our common
stock in the future and stockholders are likely to have difficulty selling their
shares.





FINRA
sales practice requirements may also limit a stockholder’s ability to buy and
sell our stock.




In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that
customer.  Prior to recommending speculative low priced securities to
their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these
rules, the FINRA believes that there is a high probability that speculative low
priced securities will not be suitable for at least some
customers.  The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock stocks in
any market that develops for our common stock in the future, which may limit the
ability to buy and sell our stock and which will have an adverse effect on any
market that develops for our shares.





We
have never paid dividends on our common stock.





We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future.  In the unlikely event we
generated profits prior to a Business Combination, we expect to retain such
earnings and re-invest them into the Company to further its business
strategy.





Item
1B. Unresolved Staff Comments.





Not
Applicable.





Item
2. Properties.





We
maintain our principal executive offices at 25 Sunrise Point, Irmo, South
Carolina 29063, where our Treasurer maintains a business office.  We
use this office space free of charge.  We believe that this space is
sufficient for our current requirements. The Company does not own or lease any
properties at this time and does not anticipate owning or leasing any properties
prior to the consummation of a Business Combination, if ever.


12


Item
3. Legal Proceedings.





The
Company presently is not a party to, nor is management aware of, any pending,
legal proceedings.





Item
4. Removed and Reserved


PART
II





Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.





Market
Information





Our
Company is authorized to issue 100,000,000 shares of common stock and 10,000,000
shares of blank check preferred stock, each having a par value of $0.0001 per
share.  As of July 15, 2010, there were two holders of record of
2,000,000 outstanding shares of our common stock and no shares of preferred
stock had been designated or issued.





Our
common stock does not trade, nor is it admitted to quotation, on any stock
exchange or other trading facility.  Management has no present plan,
proposal, arrangement or understanding with any person with regard to the
development of a trading market in any of our securities.  Any
decision to initiate public trading of our common stock will be in the
discretion of management of a Target Company with which we consummate a Business
Combination.  We cannot assure you that a trading market for our
common stock will ever develop.  We have not registered our class of
common stock for resale under the blue sky laws of any state and current
management does not anticipate doing so.  The holders of shares of
common stock, and persons who may desire to purchase shares of our common stock
in any trading market that might develop in the future, should be aware that, in
addition to transfer restrictions imposed by federal securities laws,
significant state blue sky law restrictions may exist which could limit the
ability of stockholders to sell their shares and limit potential purchasers from
acquiring our common stock.





We are
not obligated by contract or otherwise to issue any securities and there are not
outstanding any securities that are convertible into or exchangeable for shares
of our common stock.





Shares
Available for Future Sale





All
outstanding shares of our common stock are “restricted securities,” as that term
is defined under Rule 144 promulgated under the Securities Act, because they
were issued in a private transaction not involving a public
offering.  Accordingly, none of the outstanding shares of our common
stock may be resold, transferred, pledged as collateral or otherwise disposed of
unless such transaction is registered under the Securities Act or an exemption
from registration is available.  In connection with any transfer of
shares of our common stock other than pursuant to an effective registration
statement under the Securities Act, the Company may require the holder to
provide to the Company an opinion of counsel to the effect that such transfer
does not require registration of such transferred shares under the Securities
Act.





Rule 144
is not available for the resale of securities initially issued by companies that
are, or previously were, shell companies, like us, unless the following
conditions are met:





·
            the
      issuer of the securities that was formerly a shell company has ceased to
      be a shell company;


·
            the
      issuer of the securities is subject to the reporting requirements of
      Section 13 or 15(d) of the Exchange
Act;


·
            the
      issuer of the securities has filed all Exchange Act reports and material
      required to be filed, as applicable, during the preceding 12 months (or
      such shorter period that the issuer was required to file such reports and
      materials), other than Current Reports on Form 8-K;
  and


·
            at
      least one year has elapsed from the time that the issuer filed current
      comprehensive disclosure with the SEC reflecting its status as an entity
      that is not a shell company.


13


In the
event that a substantial number of shares of our common stock were to be sold in
any public market that may develop for our securities subsequent to a Business
Combination, such sales may adversely affect the price for the sale of the
Company's common stock securities in any such trading market.  We
cannot predict what effect, if any, market sales of currently restricted shares
of common stock or the availability of such shares for sale will have on the
market prices prevailing from time to time, if any.





Dividends.





We have
not paid any dividends on our common stock to date and do not presently intend
to pay cash dividends prior to the consummation of a Business
Combination.





The
payment of any dividends subsequent to a Business Combination will be within the
discretion of our then seated board of directors.  Current management
cannot predict the factors which any future board of directors would consider
when determining whether or when to pay dividends.





Recent
Sales of Unregistered Securities.





Since inception, the Company has issued
and sold the following securities without the benefit of registration under the
Securities Act:





Issuances
Pursuant to Section 4(2) of the Securities Act:





On May 6, 2009, the Company sold and
issued 2,000,000 shares of common stock to the persons named in the table below
at a price equal to the par value per share pursuant to the exemption from the
registration provisions under the Securities Act of 1933 afforded by Section
4(2) thereof





Name
                      
                      No. of Shares
                      
                      
                      Purchase PriceRBS
      Management Group, LLC
                      
                      
                      1,000,000
                      
                      
                      $
                      100Palmetto
      Group I, LLC
                      
                      
                      1,000,000
                      
                      
                      $
                      100





Item
6. Selected Financial Data.





The
information to be furnished under this Item 6 is not required of small reporting
issuers.





Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





General.





We were
formed to serve as a vehicle to acquire, through a capital stock exchange,
merger, asset acquisition or other similar business combination, an operating or
development stage business which desires to utilize our status as a reporting
corporation under the Exchange Act.  We have neither engaged in any
operations nor generated any revenues during the twelve-month period ended March
31, 2010.





We are
currently in the process of evaluating and identifying targets for a Business
Combination.  We are not presently engaged in, and will not engage in,
any substantive commercial business until we consummate a Business
Combination.





Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business.  We have not established any specific
attributes or criteria (financial or otherwise) for prospective Target
Businesses.  There are numerous risks in connection with our current
and proposed operations and plans, including those enumerated under "Item 1A
Risk Factors."  We cannot assure you that we will be successful in our
efforts to identify a Target Business and consummate a Business Combination or
that any business with which we consummate a Business Combination will be
successful


14


We expect
that in connection with any Business Combination, we will issue a significant
number of shares of our common stock (equal to at least 80% of the total number
of shares outstanding after giving effect to the transaction, in order to ensure
that Business Combination qualifies as a “tax free” transaction under federal
tax laws).  The issuance of additional shares of our capital
stock:




·
            will
      significantly reduce the equity interest of our stockholders as of the
      date of the transaction; and





·
            will
      cause a change in likely result in the resignation or removal of our
      management as of the date of the
transaction.





Our
management anticipates that the Company likely will be able to affect only one
Business Combination, due primarily to our financial resources and the dilution
of interest for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a Target
Business in order to achieve a tax free reorganization.  This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against potential gains from another.





Liquidity
and Capital Resources.





At March
31, 2010, we had $2,844 of cash on hand.  These funds will not be
sufficient to cover our operating costs and expenses over the next twelve months
during which we anticipate that we will incur costs and expenses in connection
with the preparation and filing of reports under the Exchange Act, the
identification and evaluation of targets for a Business Combination and,
possibly, costs associated with negotiating and entering into a Business
Combination.





To date,
we have funded our operations through loans from our stockholders and, as of
March 31, 2010, and since our inception we had borrowed an aggregate of $16,000
from them.  Our stockholders have advised us that they expect to fund
additional costs and expenses that we will incur in connection with our
operations, including as may be required to file reports under the Exchange Act,
for due diligence activities and to consummate a Business Combination, through
loans or further investment in the Company, as and when necessary.





We cannot
provide investors with any assurance that we will have sufficient capital
resources to identify a suitable Target Business, to conduct effective due
diligence as to any Target Business or to consummate a Business
Combination.  As a result of our negative working capital, our losses
since inception and failure to generate revenues from operations, our financial
statements include a note in which our auditor has expressed doubt about our
ability to continue as a "going concern."





Results
of Operations.





Since our
inception, we have not generated any revenues.  We reported a net loss
for the period April 2, 2009 (inception) through year ended March 31, 2010 of
$16,898.  The Company has used cash from operations of $13,356 since
its inception, consisting primarily of professional fees, and has a negative
working capital of $16,698 at March 31, 2010.





We do not
expect to engage in any substantive activities unless and until such time as we
enter into a Business Combination with a Target Business, if ever.  We
cannot provide investors with any assessment as to the nature of a Target
Business’s operations or speculate as to the status of its products or
operations, whether at the time of the Business Combination it will be
generating revenues or its future prospects.





Item
7A. Quantitative and Qualitative Disclosures About Market Risk.





The
information to be furnished under this Item 7A is not required of small
reporting issuers.


15


Item
8. Financial Statements and Supplementary Data.





Financial
Statement Index





Report
      of Independent Registered Public Accounting Firm
                  F-1Balance
      Sheet as of March 31, 2010
                  F-2Statement
      of Operations for the Period from April 2, 2009 (Inception) to March 31,
      2010
                  F-3Statement
      of Stockholders’ Deficit as of March 31, 2010
                  F-4Statement
      of Cash Flows for the Period from April 2, 2009 (Inception) to March 31,
      2010
                  F-5Notes
      to Financial Statements
                  F-6
      – F-8


16




Silberstein Ungar, PLLC CPAs
and Business
Advisors
 Phone
(248) 203-0080
 Fax (248)
281-0940
 30600
Telegraph Road, Suite 2175
 Bingham
Farms, MI 48025-4586
 www.sucpas.com
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors
 Sand
Hills, Inc.
 Irmo,
South Carolina
 
 We have
audited the accompanying balance sheet of Sand Hills, Inc. (a development stage
company) as of March 31, 2010 and the related statements of operations,
stockholders’ deficit and cash flows for the period from April 2, 2009
(inception) to March 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 the standards of the Public Company
Accounting Oversight Board (United States).  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 has determined
that it 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 Sand Hills, Inc. as of March 31,
2010, and the results of its operations and its cash flows for the period from
April 2, 2009 (inception) to March 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 5 to the
financial statements, the Company has a working capital deficit, has not yet
received revenue from sales of products or services, and has incurred losses
from operations.  These factors raise substantial doubt about the
Company’s ability to continue as a going concern.  Management’s plans
with regard to these matters are described in Note 5. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 /s/ Silberstein Ungar,
PLLC
 
 Silberstein
Ungar, PLLC
 Bingham
Farms, Michigan
 July 12,
2010
 
 F-1
  SAND
HILLS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEET
 AS
OF MARCH 31, 2010
 
 March 31, 2010ASSETSCurrent
      AssetsCash
      and equivalents
                          
                          $
                          2,844TOTAL
      ASSETS
                          
                          $
                          2,844LIABILITIES
      AND STOCKHOLDERS’ DEFICITLiabilitiesCurrent
      LiabilitiesAccrued
      expenses and interest
                          
                          $
                          3,542Loans
      payable – related party
                          
                          
                          16,000TOTAL
      LIABILITIES
                          
                          
                          19,542Stockholders’
      DeficitPreferred
      Stock – $.0001 par value, 10,000,000 shares authorized, -0- shares issued
      and outstanding
                          
                          
                          0Common
      Stock – $.0001 par value, 100,000,000 shares authorized, 2,000,000 shares
      issued and outstanding
                          
                          
                          200Paid
      in capital
                          
                          
                          0Deficit
      accumulated during the development stage
                          
                          
                          (16,898
                          )Total
      stockholders’ deficit
                          
                          
                          (16,698
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                          
                          $
                          2,844
  See
accompanying notes to financial statements.
 
 F-2
  SAND
HILLS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF OPERATIONS
 PERIOD
FROM APRIL 2, 2009 (INCEPTION) TO MARCH 31, 2010
 
 Period
      from April 2,2009 (Inception) toMarch 31, 2010REVENUES
                  
                  $
                  0EXPENSESProfessional
      fees
                  
                  
                  13,700Filing
      fees
                  
                  
                  2,315Interest
      expense
                  
                  
                  883TOTAL
      EXPENSES
                  
                  
                  16,898LOSS
      FROM OPERATIONS
                  
                  
                  (16,898
                  )PROVISION
      FOR INCOME TAXES
                  
                  
                  -NET
      LOSS
                  
                  $
                  (16,898
                  )NET
      LOSS PER SHARE:BASIC
      AND DILUTED
                  
                  $
                  (0.01
                  )WEIGHTED
      AVERAGE SHARES OUTSTANDING:BASIC
      AND DILUTED
                  
                  
                  1,813,699
  See
accompanying notes to financial statements.
  F-3
  SAND
HILLS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS’ DEFICIT
 PERIOD
FROM APRIL 2, 2009 (INCEPTION) TO MARCH 31, 2010
 
 Common Stock
                
                
                Additional
                  paid-in
                
                
                Deficit
                  accumulatedduring thedevelopmentShares
                
                
                Amount
                
                
                capital
                
                
                stage
                
                
                TotalInception,
      April 2, 2009
                
                
                -
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Issuance
      of common stock for cash at par value
                
                
                2,000,000
                
                
                
                200
                
                
                
                -
                
                
                
                -
                
                
                
                200Net
      loss for the period ended March 31, 2010
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (16,898
                )
                
                
                (16,898
                )Balance,
      March 31, 2010
                
                
                2,000,000
                
                
                $
                200
                
                
                $
                -
                
                
                $
                (16,898
                )
                
                $
                (16,698
                )
  See
accompanying notes to financial statements.
 
 F-4
  SAND
HILLS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF CASH FLOWS
 PERIOD
FROM APRIL 2, 2009 (INCEPTION) TO MARCH 31, 2010
 
 Period fromApril 2, 2009(Inception) toMarch 31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss for the period
                    
                    $
                    (16,898
                    )Changes
      in assets and liabilities:Increase
      in accrued expenses
                    
                    
                    3,542CASH
      FLOWS USED BY OPERATING ACTIVITIES
                    
                    
                    (13,356
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESSale
      of common stock
                    
                    
                    200Proceeds
      from loans payable – related party
                    
                    
                    16,000CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    16,200NET
      INCREASE IN CASH
                    
                    
                    2,844Cash,
      beginning of period
                    
                    
                    0Cash,
      end of period
                    
                    $
                    2,844SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
                    
                    $
                    0Cash
      paid for income taxes
                    
                    $
                    0
  See
accompanying notes to financial statements.
 
 F-5
  SAND
HILLS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2010
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Sand
Hills, Inc. (“The Company”) was organized under the laws of the State of Nevada
on April 2, 2009 as a corporation.  The Company’s objective is to
acquire or merge with a target business or company in a business
combination.
 
 Development Stage
Company
 The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development-stage
companies.  A development-stage company is one in which planned
principal operations have not commenced or if its operations have commenced,
there has been no significant revenues there from.
 
 Basis of
Presentation
 The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company has adopted a March 31 year
end.
 
 Cash and Cash
Equivalents
 The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.  At March 31, 2010 the Company had
$2,844 of unrestricted cash to be used for future business
operations.
 
 Fair Value of Financial
Instruments
 Sand
Hills’ financial instruments consist of cash, accrued expenses, and notes
payable.  The carrying amount of these financial instruments
approximates fair value due to either length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
 
 Income
Taxes
 Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
 
 Use of
Estimates
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Basic Income (Loss) Per
Share
 Basic
income (loss) per share is calculated by dividing the Company’s net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company’s net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of March 31, 2010.
 
 Revenue
Recognition
 The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
 
 F-6
  SAND
HILLS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2010
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Stock-Based
Compensation
 Stock-based
compensation is accounted for at fair value in accordance with SFAS No. 123 and
123 (R) (ASC 718).  To date, the Company has not adopted a stock
option plan and has not granted any stock options. As of March 31, 2010, the
Company has not issued any stock-based payments to its employees.
 
 Recent Accounting
Pronouncements
 Sand
Hills does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on the Company’s results of operations, financial
position or cash flow.
 
 NOTE
2 – LOAN PAYABLE – RELATED PARTY
 
 The
Company received an unsecured loan in the amount of $9,000 on May 5, 2009 from
RBS Management Group, LLC, a related party, which was used to fund its corporate
bank account for use as working capital.  Additionally, another loan
in the amount of $7,000 was received on November 10, 2009 from the same party.
The loans accrue interest at a rate of 8% annually with principal and interest
due and payable on demand by the holder.  At March 31, 2010 accrued
interest totaled $883.  RBS Management Group, LLC is a shareholder of
the Company, and its member is President and a board member of the
Company.
 
 NOTE
3 – ACCRUED EXPENSES
 
 Accrued
expenses consisted of amounts due to the Company’s independent auditors,
registration fees and interest.
 
 NOTE
4 – INCOME TAXES
 
 For the
period ended March 31, 2010, Sand Hills has incurred net losses and, therefore,
has no tax liability.  The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is $16,898 at March 31, 2010, and will expire in
the year 2030.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 March 31, 2010Deferred
      tax asset attributable to:Net
      operating loss carryover
                    
                    $
                    5,745Valuation
      allowance
                    
                    
                    (5,745
                    )Net
      deferred tax asset
                    
                    $
                    -
 
 NOTE
5 – LIQUIDITY AND GOING CONCERN
  Sand
Hills has not generated any revenues, has a working capital deficit, and has
suffered a loss from operations.  These factors create substantial
doubt about the Company’s ability to continue as a going concern.  The
financial statements do not include any adjustment that might be necessary if
the Company is unable to continue as a going concern.
  The
ability of Sand Hills to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations or acquiring or merging
with a profitable company.  Management’s plans include selling its
equity securities and obtaining debt financing to fund its capital requirements
until it is able to enter into a business combination with another company;
however, there can be no assurance the Company will be successful in these
efforts.
 
 F-7
  SAND
HILLS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2010
 
 NOTE
6 – COMMITMENTS AND CONTINGENCIES
 
 The
Company neither owns nor leases any real or personal property. An officer has
provided office services without charge.  There is no obligation for
the officer to continue this arrangement.  Such costs are immaterial
to the financial statements and accordingly are not reflected
herein.  The officers and directors are involved in other business
activities and most likely will become involved in other business activities in
the future.
 
 NOTE
7 – SUBSEQUENT EVENTS
 
 Management
has evaluated subsequent events through the date on which the financial
statements were submitted to the Securities and Exchange Commission and has
determined it does not have any material subsequent events to
disclose.
 
 F-8




Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.





There are
not and have not been any disagreements between the Company and our independent
accountants on any matter of accounting principles, practices or financial
statement disclosure since our inception.





Item
9A. Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the year covered by this Annual Report, management performed, with the
participation of our Principal Executive Officer, who is our Principal Financial
Officer, and who we refer to in this Annual Report as our PEO, an evaluation of
the effectiveness of our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our PEO, to allow timely decisions
regarding required disclosures.  Based on this evaluation, our PEO has
concluded that the Company’s disclosure controls and procedures were effective
as of March 31, 2010.





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 Rules 13a-15(f) and 15d-15(f) under the
Exchange Act.  Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with
generally accepted accounting principles in the United States, or
GAAP.  A company’s internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management of the Company;
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the consolidated financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projection of any evaluation
of effectiveness to future periods is subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of the end of the period covered by this reportusing the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control—Integrated
Framework.  Based on this evaluation, management concluded
that, as of March 31, 2010, the Company’s internal control over financial
reporting was effective.





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





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting during the
quarter ended March 31, 2010 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.


17


Item
9B. Other Information.





None.





PART
III





Item
10. Directors, Executive Officers and Corporate Governance.





The table
sets forth information as of the date of this report with respect to our
management:





Name
                        
                        Age
                        
                        TitleE.
      Robert Selby
                        
                        52
                        
                        President,
      Secretary and DirectorRandy
      Ream
                        
                        51
                        
                        Director
      and TreasurerKarl
      Bechtold
                        
                        49
                        
                        Director





E. Robert
Selby has been the President, Secretary and a member of the board of directors
of the Company since inception.  Over the last ten years, Mr. Selby
has managed sales accounts for U.S. and multi-national high technology companies
where his duties and responsibilities encompassed all aspects of sales and
support of data storage equipment to large multinational
corporations.  Since early 2007, he has been a Data Storage Sales
Specialist for Hewlett Packard where he manages enterprise-size accounts
throughout the United States and abroad.   From June 2004 to
December 2006, Mr. Selby served as a sales manager for Hitachi Data
Systems.  Prior thereto, from Oct 1999 to March 2002  he
was  employed by XIOtech Corporation as a Regional Sales
Manager





Randolph Ream has served as a member of
the board of directors of the Company since inception and as the Treasurer of
the Company since July 1, 2009.  Since May 1999, he has been a sales
executive for Dynamix Group, a distributor of IBM hardware and software, where
he is a team leader for a group of four representatives whose territory covers
the Carolinas.   Prior thereto, since the early 1980’s he was a
sales representative for IBM where his responsibilities included the
installation and support of technical computer platforms for large technology
companies..





Karl
Bechtold has served as a member of the board of directors of the Company since
inception.  Since January 2009, Mr. Bechtold is a data storage
architect for Compellent Technologies, Inc., a provider of enterprise-class
network storage solutions, where he operates as a pre-sales resource reporting
to the VP of Technical Resources and is responsible for achieving sales quotas
through business partners across the USA.  From July 1990 to December
2008, he was the  Mid-Atlantic District Operations Manager for Hitachi
Data Systems, where he was responsible for achieving revenue and profit margin
quota for that region.





The term
of office of our directors expire at the Company's annual meeting of
stockholders or until his successor is duly elected and
qualified.  Directors are not compensated for serving as
such.  Officers serve at the discretion of the board of
directors.





The Company has no employees other than
Mr. Selby and Mr. Ream.





The term
of office of our director expires at the Company's annual meeting of
stockholders or until his successor is duly elected and
qualified.  Our director is not compensated for serving as
such.  Officers serve at the discretion of the Board of
Directors.





Section
16 Compliance





Section
16(a) of the Exchange requires officers, directors and persons who own more than
10% of a registered class of our equity securities of a company that has a class
of common stock registered under the Exchange Act to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and to
furnish us with copies of all forms filed pursuant to Section
16(a).


18


Based
solely on a review of the copies of such reports furnished to us and written
representations from our  officers and directors that no other reports
were required, to our knowledge, we believe that our officers and directors and
stockholders required to file reports pursuant to Section 16(a) of the Exchange
Act complied with all of the Section 16(a) filing requirements applicable to
them with respect to the year ended March 31, 2010, except that the annual
statements to report changes in beneficial ownership were filed
late.





Code
of Ethics.





The Company has not adopted a code of
ethics.  Given the nature of the Company’s business, its limited
stockholder base and current composition of management, the board of directors
does not believe that the Company requires a code of ethics at this
time.  The board of directors takes the position that management of a
Target Business will adopt a code of ethics that will be suitable for its
operations after the Company consummates a Business Combination.





Audit
Committee.





The board of directors has not
established an audit committee nor adopted an audit committee charter, rather,
the entire board of directors serves the functions of an audit
committee.  Given the nature of the Company’s business, its limited
stockholder base and current composition of management, the board of directors
does not believe that the Company requires an audit committee at this
time.  The board of directors takes the position that management of a
Target Business will make a determination as to whether to establish an audit
committee and to adopt an audit committee charter that will be suitable for its
operations after the Company consummates a Business Combination.





Stockholder
Communications.





The board
of directors has not adopted a process for security holders to send
communications to the board of directors.  Given the nature of the
Company’s business, its limited stockholder base and current composition of
management, the board of directors does not believe that the Company requires a
process for security holders to send communications to the board of directors at
this time.  The board of directors takes the position that management
of a Target Business will establish such a process that will be appropriate for
its operations after the Company consummates a Business
Combination.





Director
Independence





The Company is not a listed issuer
whose securities are listed on a national securities exchange, or an
inter-dealer quotation system which has requirements that a majority of the
board of directors be independent.  Under NASDAQ Rule 5605(a)(2)(A), a
director is not considered to be independent if he or she also is an executive
officer or employee of the corporation.  Under such definition, none
of our directors would be considered independent as they also serve as executive
officers of the Company.





Item
11. Executive Compensation.





The
Company has not paid any cash compensation to any person since inception and
will not pay any compensation until it affects a Business Combination, at which
time compensation shall be in the discretion of then current
management.  Current management expects to devote only such time to
the affairs of the Company as required to affect the Company’s business
plan.





The
Company has not adopted any retirement, pension, profit sharing, stock option or
insurance programs or other similar programs for the benefit of its
employees.





The
Company does not have a compensation committee.  Given the nature of
the Company’s business, its limited stockholder base and the current composition
of management, the board of directors does not believe that the Company requires
a compensation committee at this time.  The board of directors takes
the position that management of a Target Business will take such action to
establish and seat a compensation committee that will be suitable for its
operations at such time as the Company consummates a Business Combination, if
ever.


19


Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The
following table sets forth information with respect to the beneficial ownership
of our common stock as of July 15, 2010 by each person (or group of affiliated
persons) who is known by us to beneficially own 5% or more of our common stock;
our directors; our named executive officer; and our directors and executive
officers as a group.




Except as
indicated in the footnotes to this table, each beneficial owner named in the
table below has sole voting and sole investment power with respect to all shares
beneficially owned and each person's address is c/o our principal office address
at 25 Sunrise Point, Irmo, South Carolina 29063.





The
applicable percentage of ownership is based on 2,000,000 shares outstanding as
of the date of this report.  As of July 15, 2010, there were not
securities outstanding convertible into or exchangeable for shares of common
stock or any other securities of the Company.





Name
      and Address
                    Of Beneficial Owner
                  
                  Amount
      of
                    Beneficial Ownership
                  
                  
                  Percent
      of Outstanding
                    Shares of Class OwnedE.
      Robert Selby (1)
                  
                  
                  -0-
                  
                  
                  
                  -0-Randy
      Ream (1)
                  
                  
                  -0-
                  
                  
                  
                  -0-Karl
      Bechtold (1)
                  
                  
                  -0-
                  
                  
                  
                  -0-RBS
      Management Group, LLC
                  
                  
                  1,000,000
                  
                  
                  
                  50
                  %Palmetto
      Group I, LLC
                  
                  
                  1,000,000
                  
                  
                  
                  50
                  %All
      officers and directors
                    as
      a group (3 persons)
                  
                  
                  -0-
                  
                  
                  
                  0
                  %




(1) Our
officers and directors are members of the entities that own all of our
outstanding stock, as described under the heading "Our Stockholders,"
below.





Our
Stockholders





All of
the outstanding shares of our common stock are owned by RBS Management Group,
LLC and Palmetto Group I, LLC, each of which owns 1,000,000
shares.  Set forth below is information relating to each of
stockholders.





RBS Management Group, LLC
("RBS").RBS is a North Carolina limited liability company
that was organized in January 2009.  RBS is comprised of three
members, each of whom owns 331⁄3% of the outstanding membership interests in RBS,
as follows: E. Robert Selby, our President, Randy Ream and Karl
Bechtold.  All three members of RBS are directors of the
Company.  RBS was not formed for the sole purpose of investing in our
common stock.  Biographical information for each of the members of RBS
is set forth below, under "Item 5 – Directors and Executive
Officers."





Palmetto
Group I, LLC ("Palmetto").  Palmetto is a North Carolina limited
liability company that was organized in January 2009.  Palmetto is
comprised of five members, as follows (references to percentages is to the
percent of outstanding membership interests owned by such person): RBS, which
owns 42.86% of the outstanding membership interests; Randy Christo, who owns
14.285%; Dennis Johnson, who owns 14.285%; Don Wood, who owns 14.285%; and Kevin
Kilcrease, who owns 14.285%.  Palmetto was not formed for the sole
purpose of investing in our common stock.





RBS,
Palmetto and each of their members may be deemed to be founders of the
Company.


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Compensation
Plans.





We have not adopted any compensation
plans for the benefit of our employees, representatives or
consultants.  The Company does not have outstanding any options,
warrants or other rights outstanding that entitle anyone to acquire shares of
capital stock.





Item
13. Certain Relationships and Related Transactions, and Director
Independence.





Related
Party Transactions.





The Company utilizes office space
provided free of charge by Randolph Ream, our Treasurer and a member of our
board of directors.  The Company will continue to maintain its offices
at this address until the consummation of a Business Combination, if
ever.





During
the period April 2, 2009 (inception) through March 31, 2010, the Company
borrowed an aggregate of $16,000 from RBS Management Group LLC, an affiliate of
our officers and directors, as evidenced by a  promissory note in the
principal amount thereof, payable on demand with interest calculated at the rate
of 8% per annum.  The proceeds of the loans have been used to pay
costs incurred in connection with the filing of Exchange Act reports and for the
target entity selection and due diligence process.





Director
Independence.





The Company has not established its own
definition for determining whether its directors and nominees for directors are
“independent” nor has it adopted any other standard of independence employed by
any national securities exchange or inter-dealer quotation system.





Current
management cannot predict whether incoming management of a Target Business upon
the consummation of a Business Combination, if such transaction occurs, will
adopt a definition of “independence” or establish any committees of the board,
such as an audit committee, a compensation committee or nominating
committee.





Promoters.





While RBS
Management Group, LLC and its principals, Mr. Selby, Mr. Ream and Mr. Bechtold,
who also serve as directors and/or officers of our Company, and Palmetto Group
I, LLC and each of its members, may be deemed to be promoters of the Company,
none of them has received or will receive anything of value (including money,
property, contracts, options or rights of any kind), directly or indirectly,
from the Company.  RBS Management Group and Palmetto each paid cash
for the shares of common stock registered in their respective
names.





Item
14. Principal Accounting Fees and Services.





AUDIT
FEES. The aggregate fees billed for professional services rendered by
Silberstein Ungar, PLLC for the audits of the Company's annual financial
statements for the fiscal year ending on March 31, 2010 and the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the fiscal year were $6,0000.





AUDIT-RELATED
FEES.  The aggregate fees billed by Silberstein Ungar, PLLC for
audit-related services rendered for the Company for the last fiscal year were
$0.  Audit-related fees generally include fees in support of the
Company's filing of registration statements with the SEC and similar
matters.





TAX
FEES.  The aggregate fees billed by Silberstein Ungar, PLLC for
tax-related services rendered for the Company for the last fiscal year were
$0.  The tax-related services were all in the nature of tax compliance
and tax planning.





ALL OTHER
FEES. The aggregate fees billed for services rendered to the Company by
Silberstein Ungar, PLLC, other than the audit services, audit-related services,
and tax services, were $0 for the last fiscal year.


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PRE-APPROVAL
POLICY. The Company has not established an audit committee nor adopted an audit
committee charter.  Rather, it is the responsibility of the entire
board of directors to serve the functions of an audit committee and to
pre-approve all audit and permitted non-audit services to be performed by the
independent auditors, such approval to take place in advance of such services
when required by law, regulation, or rule, subject to the de minimis exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Securities
Exchange Act of 1934 that are approved by the board prior to completion of the
audit.





PART
IV





Item
15. Exhibits, Financial Statement Schedules.





(a)           Financial
Statements





The
financial statements of Sand Hills, Inc. and the report of independent
registered public accounting firm thereon are set forth under Part II,
Item 8 of this report.





(b)           Exhibits.





The following are filed as exhibits to
this report:





Exhibit No.
                          
                          Description
                          
                          Location
                            Reference3.1
                          
                          Articles
      of Incorporation
                          
                          13.2
                          
                          Bylaws
                          
                          110.1
                          
                          Form
      of Promissory Note made by the registrant in favor of RBS Management
      Group, LLC, LLC evidencing all amounts borrowed.
                          
                          131.1
                          
                          Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and
      Exchange Act of 1934, as amended.
                          
                          232.1
                          
                          Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section
                            906
      of the Sarbanes-Oxley Act of 2002.
                          
                          2





1.
            Incorporated
      by reference to the registrant's registration statement on Form 10 as
      filed with the SEC on July 24, 2009


2.
            Filed
      herewith


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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 on July 15, 2010.





SAND
      HILLS, INC.By:
              /s/ E. Robert SelbyE.
      Robert Selby, President





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 indicated on July 15, 2010.








Signature
                        
                        Title/s/ E. Robert Selby
                        
                        President,
      Principal Executive Officer and DirectorE
      Robert Selby/s/ Randy Ream
                        
                        Secretary,
      Chief Financial Officer and Principal Accounting
OfficerRandy
      Ream/s/ Karl Bechtold
                        
                        DirectorKarl
      Bechtold


23