UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



| |  ̈ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
| | - | ----------------------------------------------------------------------------------------



For the quarterly period ending January 31, 2012

OR

| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
| | - | -----------------------------------------------------------------------------------------



For the transition period from ________    to ________.



Commission file number: 000-53554

SHC ADVANCE SERVICES INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                                                                   |  | 27-3819428                                  
|------------------------------------------------------------------------------------------ |  | --------------------------------------------
|(State or other jurisdiction
        of incorporation or organization)                     |  | (IRS Employer
        Identification number)
|                                                                                           |  |                                             
|c/o Ellenoff Grossman & Schole LLP
        150 East 42nd Street
        New York, New York |  | 10017                                       
|(Address of Principal Executive Offices)                                                   |  | (Zip Code)                                  



212-370-1300

(Registrant’s Telephone Number, Including
Area Code)



n/a

(Former name, former address and former
fiscal year, if changed since last report)



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



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 ̈Nox



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller
reporting company.  See definition 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).   Yes x  No £



As of May 2, 2012, there were 1,000,000
shares of company’s common stock, $0.001 par value per share, were outstanding. All shares of common stock of the Registrant’s
are held by an affiliate. Therefore, the aggregate market value of the voting and non-voting common equity held by non-affiliates
of the Registrant is zero.











TABLE OF CONTENTS



|PART I – FINANCIAL INFORMATION | 2                                                                                                                                                         
|------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                                                           
|Item 1.                        | Financial Statements                                                                                                                                      
|                               | Balance Sheets—January 31, 2012 (unaudited) and October 31, 2011                                                                                          
|                               | Statements of Operations—for the three months ended January 31, 2012 and 2011 (unaudited) and October 14, 2010 (inception) to January 31, 2012            
|                               | Statements of Stockholders’ Equity—for the period from October 14, 2010 (inception) to January 31, 2012 (unaudited)                                       
|                               | Statements of Cash Flows—for the three months ended January 31, 2012 and 2011 (unaudited) and October 14, 2010 (inception) to January 31, 2012 (unaudited)
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                     
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                                                                                                
|Item 4                         | Controls and Procedures                                                                                                                                   
|                               |                                                                                                                                                           
|PART II – OTHER INFORMATION    | 10                                                                                                                                                        
|                               |                                                                                                                                                           
|Item 1.                        | Legal Proceedings                                                                                                                                         
|Item 1A.                       | Risk Factors                                                                                                                                              
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                               
|Item 3.                        | Defaults Upon Senior Securities                                                                                                                           
|Item 4.                        | Mine Safety Disclosures                                                                                                                                   
|Item 5.                        | Other Information                                                                                                                                         
|Item 6.                        | Exhibits                                                                                                                                                  
|                               |                                                                                                                                                           
|SIGNATURES                     | 11                                                                                                                                                        



Unless otherwise provided in this Quarterly
Report on Form 10-Q, references to “the Company,” “the Registrant,” “SHC,” “we,”
“us,” and “our” refer to SHC Advance Services Inc.



i







PART I



Item
1.         Financial Statements.



SHC ADVANCE SERVICES INC.

(a development stage company)



BALANCE SHEETS



|                                                                |  | January 31, 2012 (unaudited) |         |   | October 31, 2011 |  
|--------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---------------- | -
|Assets                                                          |  |                              |         |   |                  |  
|Current Assets                                                  |  |                              |         |   |                  |  
|Cash                                                            |  | $                            | -       |   |                  | $
|                                                                |  |                              |         |   |                  |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                           |  |                              |         |   |                  |  
|                                                                |  |                              |         |   |                  |  
|Current Liabilities                                             |  |                              |         |   |                  |  
|Accruals                                                        |  | $                            | -       |   |                  | $
|                                                                |  |                              |         |   |                  |  
|Stockholders' Deficit                                           |  |                              |         |   |                  |  
|Preferred stock, $.001 par value. 10,000,000 shares authorized, |  |                              | -       |   |                  |  
|no shares issued and outstanding                                |  |                              |         |   |                  |  
|Common stock, $.001 par value, 30,000,000 shares authorized;    |  |                              | 1,000   |   |                  |  
|1,000,000 shares issued and outstanding                         |  |                              |         |   |                  |  
|Additional paid-in capital                                      |  |                              | 71,984  |   |                  |  
|Subscription receivable                                         |  |                              | (30,000 | ) |                  |  
|Deficit accumulated during development stage                    |  |                              | (42,984 | ) |                  |  
|                                                                |  |                              |         |   |                  |  
|TOTAL STOCKHOLDERS' DEFICIT                                     |  |                              | -       |   |                  |  
|                                                                |  |                              |         |   |                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     |  | $                            | -       |   |                  | $



See accompanying notes to financial statements



2







SHC ADVANCE SERVICES INC.

(a development stage company)



STATEMENTS OF OPERATIONS

(unaudited)



|                                                                         |  |                    |           |   | For the period from |  
|------------------------------------------------------------------------ |  | ------------------ | --------- | - | ------------------- | -
|                                                                         |  | Three months ended |           |   | October 14, 2010    |  
|                                                                         |  | January 31,        |           |   | (inception) to      |  
|                                                                         |  | 2012               |           |   | 2011                |  
|Revenue                                                                  |  | $                  | -         |   |                     | $
|                                                                         |  |                    |           |   |                     |  
|Expenses                                                                 |  |                    |           |   |                     |  
|General and administrative                                               |  |                    | -         |   |                     |  
|Legal fees paid by principal stockholder                                 |  |                    | -         |   |                     |  
|                                                                         |  |                    |           |   |                     |  
|Net loss attributable to common stockholders                             |  | $                  | -         |   |                     | $
|                                                                         |  |                    |           |   |                     |  
|Weighted Average Number of Common Shares Outstanding, basic and diluted  |  |                    | 1,000,000 |   |                     |  
|                                                                         |  |                    |           |   |                     |  
|Basic and diluted net loss per share attributable to common stockholders |  | $                  | (0.00     | ) |                     | $



See accompanying notes to financial statement



3







SHC ADVANCE SERVICES INC.

(a development stage company)



STATEMENT OF CHANGES IN STOCKHOLDERS’
DEFICIT

For the period from October 14, 2010
(inception) to January 31, 2012

(unaudited)



|                                                                                                               |  | Common Stock Shares |           |  | Common Stock Amount |   |       | Additional Paid-
in Capital |  |   | Subscription Receivable |  |  | Deficit Accumulated during the development stage |         |   | Total stockholders’ deficit |  
|-------------------------------------------------------------------------------------------------------------- |  | ------------------- | --------- |  | ------------------- | - | ----- | --------------------------- |  | - | ----------------------- |  |  | ------------------------------------------------ | ------- | - | --------------------------- | -
|Balance at October 14, 2010 (inception)                                                                        |  |                     | -         |  |                     | $ | -     |                             |  | $ | -                       |  |  | $                                                | -       |   |                             | $
|Sale of common stock issued to certain initial shareholders on October 14, 2010 (inception) at $.035 per share |  |                     | 1,000,000 |  |                     | $ | 1,000 |                             |  | $ | 34,000                  |  |  | ($                                               | 35,000  | ) |                             | $
|Legal fees paid by principal stockholders                                                                      |  |                     |           |  |                     |   |       |                             |  |   | 25,000                  |  |  |                                                  |         |   |                             |  
|Net loss attributable to common stock holders                                                                  |  |                     |           |  |                     |   |       |                             |  |   |                         |  |  |                                                  |         |   |                             |  
|Balance at October 31, 2010                                                                                    |  |                     | 1,000,000 |  |                     |   | 1,000 |                             |  |   | 59,000                  |  |  |                                                  | (35,000 | ) |                             |  
|Proceeds received under subscription agreement                                                                 |  |                     |           |  |                     |   |       |                             |  |   |                         |  |  |                                                  | 5,000   |   |                             |  
|Net loss attributable to common stock holders                                                                  |  |                     |           |  |                     |   |       |                             |  |   |                         |  |  |                                                  |         |   |                             |  
|Balance at October 31, 2011                                                                                    |  |                     | 1,000,000 |  |                     |   | 1,000 |                             |  |   | 59,000                  |  |  |                                                  | (30,000 | ) |                             |  
|Net income for the period                                                                                      |  |                     |           |  |                     |   |       |                             |  |   |                         |  |  |                                                  |         |   |                             |  
|Accrued expenses paid by principal stockholders                                                                |  |                     |           |  |                     |   |       |                             |  |   | 12,984                  |  |  |                                                  |         |   |                             |  
|Balance at January 31, 2012                                                                                    |  |                     | 1,000,000 |  |                     | $ | 1,000 |                             |  | $ | 71,984                  |  |  | $                                                | (30,000 | ) |                             | $



See accompanying notes to financial statements



4







SHC ADVANCE SERVICES INC.



(a development stage company)



STATEMENT OF CASH FLOWS



|                                                        |  | Three Months Ended January 31, |        |   | From October 14, 2010 |  
|------------------------------------------------------- |  | ------------------------------ | ------ | - | --------------------- | -
|                                                        |  | 2012                           |        |   | 2011                  |  
|Cash Flows from Operating Activities                    |  |                                |        |   |                       |  
|Net Loss                                                |  | $                              | -      |   |                       | $
|Change in Operating Assets and Liabilities              |  |                                |        |   |                       |  
|Accruals                                                |  |                                | (5,000 | ) |                       |  
|Net Cash Used in Operating Activities                   |  |                                | -      |   |                       |  
|                                                        |  |                                |        |   |                       |  
|Cash Flows from Financing Activities                    |  |                                |        |   |                       |  
|Proceeds received under subscription agreement          |  |                                | -      |   |                       |  
|Net Increase in Cash                                    |  |                                |        |   |                       |  
|Cash—Beginning of Period                                |  |                                | 5,000  |   |                       |  
|Cash—End of Period                                      |  | $                              | -      |   |                       | $
|                                                        |  |                                |        |   |                       |  
|Supplemental Schedule for Non-cash Financing Activities |  |                                |        |   |                       |  
|Accruedexpenses paid by principal stockholders          |  | $                              | 12,984 |   |                       | $
|Common stock receivable                                 |  | $                              | -      |   |                       | $



5







SHC ADVANCE SERVICES INC.

(a development stage company)



NOTES TO FINANCIAL STATEMENTS



| | 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES.
| | -- | --------------------------------------



SHC Advance Services Inc. (the “Company”), a development
stage company, was incorporated in Delaware on October 14, 2010. The Company was formed for the purposed of acquiring, through
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar
business transaction, one or more operating businesses or assets that we have not yet identified (“Business Combination”).
The Company has neither engaged in any operations nor generated significant revenue to date. The Company is considered to be in
the development stage as defined in Financial Accounting Standards Board (FASB) Accounting Standard Codification, or ASC 915, “Development
Stage Entities,” and is subject to the risks associated with activities of development stage companies. The Company has selected
October 31 as its fiscal year end.



On January 26, 2012, pursuant to a securities
purchase agreement (the “Agreement”), by and among Keeler Global Investors Ltd. (“Keeler”), Triglobal Investments
Ltd. (“Triglobal”) and Ellenoff Grossman & Schole LLP (“EGS”), Keeler and Triglobal, the two stockholders
of the Company, sold all of the shares of common stock of the Company they hold to EGS in consideration for legal services rendered.
Following consummation of the transactions contemplated by the Agreement, EGS holds 100% of the voting securities of the Company.
The transaction resulted in a change in control of the Company from Keeler and Triglobal to EGS.



On January 26, 2012, in accordance with the terms of the Agreement,
Mr. Chang, our President, Chief Financial Officer, Secretary and director, and Mr. Chong, our Treasurer and a director, resigned
from their positions as officers and directors of the Company effective immediately upon consummation of the transactions contemplated
by the Agreement.



On January 26, 2012, in accordance with the terms of the Agreement,
Mr. Selengut was appointed President, Mr. Grossman was appointed Treasurer and Chief Financial Officer and Mr. Ellenoff was appointed
Secretary of the Company, each appointment effective immediately upon consummation of the transactions contemplated by the Agreement.
Each of Messrs. Grossman, Ellenoff and Selengut are members of EGS, our sole stockholder.



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| | -- | ------------------------------------------



| | (a) | Basis of Presentation
| | --- | ---------------------



The accompanying unaudited condensed financial
statements have been prepared from the books and records of the Company in accordance with accounting principles generally accepted
in the United States of America ("U.S. GAAP") and Rule 10-01 of Regulation S-X promulgated by the Securities and
Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. The condensed
statements of operations for the three months ended January 31, 2012 are not necessarily indicative of the results to be expected
for the full year or any future interim period.  These unaudited condensed financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31,
2011. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim
periods presented have been reflected in such condensed financial statements.



| | (b) | Development stage company.
| | --- | --------------------------



The Company complies with the reporting
requirements of FASB ASC 915, “Development Stage Entities.” At January 31, 2012, the Company has not commenced any
operations nor generated revenue to date. All activity through January 31, 2012 relates to the Company’s formation and search
for a suitable acquisition candidate. The Company will not generate any operating revenues until after completion of a Business
Combination, at the earliest.



| | (c) | Net loss per common share.
| | --- | --------------------------



The Company complies with accounting and
disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net
loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At January 31,
2012 and 2011, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted
into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic
loss per common share for the period.



6







| | (d) | Use of estimates.
| | --- | -----------------



The preparation of the financial statements
in conformity with generally accepted accounting principles in the United States of America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management
makes these estimates using the best information available at the time the estimates are made; however actual results could differ
materially from those estimates.



| | (e) | Recently issued or adopted standards.
| | --- | -------------------------------------



Management does not believe that any recently
issued, but not yet effective, accounting pronouncement if currently adopted, would have a material effect on the Company’s
financial statements.



| | (f) | Reclassifications
| | --- | -----------------



Certain reclassifications have been made
to amounts previously reported for 2011 with the 2012 presentation. Such reclassifications have no effect on previously reported
net loss.



| | 3. | ACCRUALS
| | -- | --------



At January 31, 2012, the Company has no accruals for expenses.



| | 4. | INCOME TAXES
| | -- | ------------



The Company complies with the accounting and reporting requirements
of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting
for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax
bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of January 31,
2012. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at January 31, 2012. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.



| | 5. | EQUITY
| | -- | ------



During the three months ended January 31, 2012 and in connection
with the Agreement, the principal shareholder paid $12,984 of accrued expenses. This transaction has that has been reflected as
a capital contributed in accordance with SEC Staff Accounting Bulletin Topic 5T (amended by SAB 107).



| | Item 2. | Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
| | ------- | --------------------------------------------------------------------------------------



This Quarterly Report on Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about
us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such
a discrepancy include, but are not limited to, those described under “Risk Factors” in our Form 10-K filed on March
9, 2012. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included
elsewhere in this report.



7







Overview



The Company was organized as a vehicle to
investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being
a publicly held corporation. Our principal business objective will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. There can be no assurance that the Company will ever consummate a business
combination and achieve long-term growth potential or immediate, short-term earnings from any business combination the Company
enter into.



On January 26,
2012, Keeler Global Investors Ltd. and Triglobal Investments Ltd. sold all of the shares of common stock of the Company they hold
to Ellenoff Grossman & Schole LLP in consideration for legal services rendered. Following consummation of the transaction,
Ellenoff Grossman & Schole holds 100% of the voting securities of the Company. Such transaction has not and will not affect
theprincipal business objective of the Company.

On January 26, 2012, in accordance with
the terms of the Agreement, Mr. Chang, our President, Chief Financial Officer, Secretary and director, and Mr. Chong, our Treasurer
and a director, resigned from their positions as officers and directors of the Company effective immediately upon consummation
of the transactions contemplated by the Agreement.



On January 26, 2012, in accordance with
the terms of the Agreement, Mr. Selengut was appointed President, Mr. Grossman was appointed Treasurer and Chief Financial Officer
and Mr. Ellenoff was appointed Secretary of the Company, each appointment effective immediately upon consummation of the transactions
contemplated by the Agreement. Each of Messrs. Grossman, Ellenoff and Selengut are members of EGS, our sole stockholder.



Operating Expenses



During the quarter ended January 31, 2012
and for the period from October 14, 2010 (inception) through October 31, 2011, we have incurred no expenses other than fees paid
to the Company’s U.S securities counsel and independent accounting firm and legal and printing fees associated with the SEC
filings.



Liquidity and Capital Resources



The Company does not currently engage in any business activities
that provide cash flow. The Company will be able to conduct its planned operation using currently available capital resources for
a minimum of two months. During the next 12 months we anticipate incurring costs related to:



| | · | filing of Exchange Act reports,
| | - | -------------------------------

| | · | payment of annual corporate fees, and
| | - | -------------------------------------

| | · | investigating, analyzing and consummating an acquisition.
| | - | ---------------------------------------------------------



Management anticipates that fees associated
with filing of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed
$20,000 within next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify and
analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various
sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and
attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management
decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like
which, if we had more funds, would be desirable. If the management can find a suitable target company and decides to conduct exclusive
due diligence, on top of the minimum level activity budget, we will have to budget for such additional fees relating to the investigation
into the target Company including visiting the facilities and legal fees associated with the reverse merger, which will cost between
$50,000 to $80,000. We anticipate we will need an additional $20,000 to $60,000 to consummate a business combination if a suitable
target is ever identified and we probably will need more funds if we fail to close the merger with the first target and decide
to look for another target. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that
may be loaned to or invested in us by our stockholders, management or other investors. Our stockholder has agreed to pay any costs
or expenses incurred by the Company until the successful completion of a business combination though we don’t have a written
agreement with it. The loans will be non-interest bearing and payable upon the closing of an initial business combination. Since
we have minimal assets and will cease business operations if we do not timely consummate a business combination and we continue
to incur losses due to the expenses associated with being a reporting company under the Exchange Act.



8







Currently, our ability to continue as a
going concern is dependant upon our ability to generate future profitable operations and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue
as a going concern is also dependant on our ability to find a suitable target company and enter into a possible reverse merger
with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction
and/or related party advances. However there is no assurance of additional funding being available.



The Company may consider a business which
has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or
merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market
for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may
occur in a public offering.



Any target business that is selected may
be a financially unstable company or an entity in its early stages of development or growth, including entities without established
records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially
unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity
in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent
in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.



Our management anticipates that it will
likely be able to effect only one business combination, due primarily to our limited financing 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.



The Company anticipates that the selection
of a business combination will be complex and extremely risky. Our potential merger targets are firms seeking either the benefits
of a business combination with an SEC reporting company and/or the perceived benefits of becoming a publicly traded corporation.
Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms
on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring
acquisitions, joint ventures and the like through the issuance of stock. While a private operating company may achieve the same
benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with
limited regulatory review through the completion of a business combination with a public reporting company. While a potentially
available business combination may occur in many different industries and at various stages of development, all of which will make
the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. The time required
to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with
any degree of certainty.



In identifying, evaluating and selecting
a target business, we may encounter intense competition from other entities having a business objective similar to ours. There
are numerous blank check companies that have gone public in the United States that have significant financial resources, that are
seeking to carry out a business plan similar to our business plan. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater
technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those
of many of these competitors.



Off-Balance Sheet Arrangements



We have not entered into any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would
be considered material to investors.



Item
3.          Quantitative and Qualitative Disclosures about Market Risk.



Not applicable.



9







Item
4.          Controls and Procedures.



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide
only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. Management believes, however, that a controls system, no matter
how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



We carried out an evaluation as of January
31, 2012 under the supervision and with the participation of management, including our President and Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and procedures as required by Rule 13a-15 of the Securities
Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Financial Officer concluded that our disclosure
controls and procedures are not effective to timely alert them to any material information that must be included in our periodic
Securities and Exchange Commission filings.



Changes in Our Financial Reporting Internal Controls.



There has been no change in our internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of
1934, as amended) during the fiscal quarter ended January 31, 2011 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



Item 1.          Legal Proceedings.



None.



Item 1A.       Risk Factors.



We are a smaller reporting
company and, therefore, we are not required to provide information required by this Item.



Item 2.          Unregistered Sales
of Equity Securities and Use of Proceeds.



None.



Item 3.          Defaults Upon Senior
Securities.



None.



Item 4.          Mine Safety Disclosures.



Not applicable.



Item 5.          Other Information.



None.



Item 6.          Exhibits.



|Number |  | Description                                                                                                  
|------ |  | -------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                              
|31.1   |  | Certification of President Pursuant To Sarbanes-Oxley Section                                                
|       |  |                                                                                                              
|31.2   |  | Certification of Chief Financial Officer Pursuant To Sarbanes-Oxley Section                                  
|       |  |                                                                                                              
|32.1   |  | Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                   | SHC ADVANCE SERVICES INC.
|------------------ | -------------------------
|                   |                          
|Dated: May 3, 2012 | By:                      
|                   |                          
|                   |                          



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