UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-Q

~~(Mark One)~~x

x QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(dD) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~for the quarterly period ending September 30, 2015~~

oFor ~~TRANSITION~~the ~~REPORT~~quarterly ~~UNDER~~period ~~SECTION~~ended 13March OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2016

~~For the transition period from _____to_____~~OR

~~Commission file number 000-53236~~¨

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

From ________________ to ________________

SILVER HILL MINES, INC.

(~~Name~~Exact name of ~~Small~~registrant ~~Business~~as ~~Issuer~~specified in its ~~Charter~~charter)

NEVADA		91-1257351
Nevada	000-53236	91-1257351
(State of Incorporation)		(IRS Employer identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Rockefeller Plaza 10th Floor, New York, NY		10020
2802 SO Man O War Veradale WA		99037
(Address of principal executive offices)		(Zip Code)

~~Issuer's telephone number:~~ (~~212~~509) ~~935~~891-~~8400~~8373

~~---------------------------------------------------------~~(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o N/A

~~Indicate~~(Former byname, ~~check~~former ~~mark~~address ~~whether~~& ~~the~~former ~~registrant~~fiscal ~~has submitted electronically and posted on its corporate Web site~~year, if ~~any,~~changed ~~every~~since ~~Interactive~~last ~~Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~report) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x~~

Indicate by check mark whether the registrant is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~documents anand ~~accelerated~~reports ~~filer,~~required to be filed by Sections 13 or a15(d) ~~non-accelerated~~of ~~filer.~~the ~~See~~Securities ~~definitions~~Exchange Act of ~~“accelerated~~1934 ~~filer~~during ~~and~~the ~~large~~preceding ~~accelerated~~12 ~~filer~~months in(or ~~Rule~~for ~~12b-2~~such ofshorter period that the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to file such reports):, and (2) has been subject to such filings for the past 90 days. YES x NO ¨

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

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

AsIndicate ofby ~~November~~check ~~19,~~mark ~~2015~~whether wethe ~~had~~registrant 25is a large accelerated filer,~~422~~ an accelerated filer,~~311~~ ~~shares~~a ofnon-accelerated ~~common~~filer ~~stock~~or ~~issued~~a ~~and~~smaller ~~outstanding~~reporting company.

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

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 ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 4, 2016, the number of the Company's shares of common stock par value $0.001, outstanding was 71,042.311.

SILVER HILL MINES, INC.

FORM 10-Q

For the Quarter Ended ~~September~~March 3031, ~~2015~~2016

PART I- – FINANCIAL INFORMATION

Item 1. Financial Statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures.

PART II-—OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

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

Item 3. Defaults ~~upon~~Upon Senior Securities.

Item 4. Mine Safety Disclosures.

1617

Item 5. Other Information.

1617

Item 6. Exhibits

1617

3PART I – FINANCIAL INFORMATION

~~PART~~Item ~~I-FINANCIAL~~1. ~~INFORMATION~~Financial Statements.

Item 1. Financial Statements


SILVER HILL MINES. INC. BALANCE SHEETS (Unaudited)
	March 31,	December 31,
	2016	2015

ASSETS
Current assets
Cash and cash equivalents	$ 0	$ 0
Total current assets	0	0
Deposit on acquisition	78,000	78,000
Total assets	$ 78,000	$ 78,000

LIABILITIES and STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$ 97,995	$ 97,995
Total current liabilities	97,995	97,995
Total liabilities	97,995	97,995

COMMITMENTS (NOTE 6)	-	-

Stockholders' equity
Preferred stock, $0.001 par value 50,000,000 shares authorized 10,000,000 and 10,000,000 shares issued and outstanding respectively	10,000	10.000
Common stock, $0.0001 par value 250,000,000 shares authorized 45,422,311 and 25,422,311 shares issued and outstanding respectively	3,542	2,542
Additional paid-in capital	2,216,415	1,697,415
Retained earnings	(2,249,952)	(1,729,952)
Total stockholders' equity (deficit)	(19,995)	(19,995)
Total liabilities and stockholders' equity	$ 78,000	$ 78,000

Silver Hill Mines, Inc. Balance Sheet
		(Unaudited)
		September 30, 2015		December 31, 2014
Assets
Current assets
Cash and cash equivalents	$	-	$	-
Total current assets		-		-
Deposit on acquisition		78,000
Total assets	$	78,000	$	-
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued expenses	$	62,995	$	19,227
Accounts payable – Related party		-		0
Total current liabilities		62,995		19,227
Stockholders' equity (deficit)
Preferred stock, 50,000,000 shares authorized, par value $.001, 10,000,000 shares issued and outstanding		10,000		10,000
Common stock, 250,000,000 shares authorized, par value $.0001, 25,422,311 and 499,234 shares issued and outstanding June 30, 2015 and December 31, 2014		2,542		50
Additional paid-in capital		1,609,723		964,215
Retained earnings		(1,607,260)		(993,492)
Total stockholders' equity (deficit)		15,005		(19,227)
Total liabilities and stockholders' equity	$	78,000	$	-

See Notes to Financial Statements

~~See accompanying notes to financial statements~~3


SILVER HILL MINES, INC. STATEMENTS OF OPERATIONS (Unaudited)
	Three Months Ended
	March 31,	March 31,
	2016	2015

REVENUE	$ 0	$ 0

TOTAL REVENUE	0	0

OPERATING EXPENSES
General and Administrative	520,000	16,085
LOSS FROM OPERATIONS	(520,000)	$ (16,085)
NET INCOME (LOSS)	$ (520,000)	$ (16,085)

Basic and diluted loss per share	$ (0.017)	$ (0.064)

Weighted average shares used in computing loss per share Basic and diluted	31,350,123	499,234

Silver Hill Mines, Inc. Statements of Operations (Unaudited)
		For the three months ended				For the nine months ended
		September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Revenues	$	-	$	-	$	-	$	-
Interest Income		-		-		-		-
General and administrative expenses		15,000		2,910		613,768		2,910
Loss from operations		(15,000)		(2,910)		(613768)		(2,910)
Other Income - Relieved Debt		-		-		-		11,500
Net income (loss)	$	(15,000)	$	-	$	(613,768)	$	8,590
Basic and diluted loss per common share	$	(0.001)	$	(0.006)	$	(0.070)	$	0.023
Weighted average number of common shares used in per share calculations		17,114,619		499,234		8,806,926		499,234

See Notes to Financial Statements

~~See accompanying notes to financial statements~~4


Silver Hill Mines, Inc.
Statements of Stockholders'' Equity(Deficit)
January 1, 2016 Through March 31, 2016
(Unudited)

	Preferred							Additional
	stock			Common				paid in		Accumulated
	Shares		Amount	Shares		Amount		capital		deficit		Total


Balance at December 31, 2014	10,000,000	$	10,000	499,234	$	50	$	964,215	$	(993,492)	$	(19,997)

Shares issued for deposit	0		0	3,000,000		300		77,700		0		78,000

Shares issued for consulting services	0		0	21,923,077		2,192		655,500		0		657,692

Net (loss) for the year ended December 31, 2015	0		0	0		0		0		(736,460)		(736,460)

Balance at December 31, 2015	10,000,000	$	10,000	25,422,311	$	2,542	$	1,697,415	$	(1,729,952)	$	(19,995)
			`

Shares issued for consulting services	0		0	20,000,000		2,000		518,000		(520,000)		0

Net (loss) for the quarter ended March 31, 2016	0		0	0		0		0		(520,000)		(520,000)
Balance at March 31, 2016	10,000,000	$	10,000	45,422,311	$	4,542	$	2,249,415	$	(2,249,952)	$	(19,995)

Silver Hill Mines, Inc. Statements of Cash Flows (Unaudited)
		For the nine months ended
		September 30, 2015		September 30, 2014
Cash flows for Operating Activities
Net Income(loss)	$	(613,768)	$	8,590
Adjustment to reconcile net income to net cash provided by:
Operating activities (Accounts Payables)		-		(12,000)
Change in operating assets and liabilities:
Decrease in Accounts Payable		43,768		(93,653)
Short Term Loan – Related party		-		500
Cash flows for Operating Activities		(570,000)		(90,743)
Cash flows for Financing Activities:
		-		-
Capital Stock		648,000		-
Additional paid-in capital (assumption of liability by former Shareholder)		-		93,653
Deposit on investment		(78,000)		-
Preferred Stock		-		-
Cash flows for Financing Activities		570,000		93,653
Increase in cash and cash equivalents		-		-
Cash and cash equivalents - Beginning of period		-		-
Cash and cash equivalents - End of period	$	-	$	-
Supplemental Disclosures regarding cash flows
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

See Notes to Financial Statements

~~See accompanying notes to financial statements~~5


SILVER HILL MINES, INC. STATEMENTS OF CASH FLOWS (Unaudited)
	Three Months Ended
	March 31,	March 31,
	2016	2015

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (loss)	$ (520,000)	$ (16,085)

Adjustment to reconcile net income to net cash provided by:

Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable	0	16,085
NET CASH USED IN OPERATING ACTIVITIES	(520,000)	0

CASH FLOWS USED IN FINANCING ACTIVITIES:

Common Stock	(520,000)	0
Preferred Stock	0	0
NET CASH USED IN FINANCING ACTIVITIES	(520,000)	0

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

Supplemental Disclosures regarding cash flows:
None	$ 0	$ 0

~~Silver~~See ~~Hill~~Notes ~~Mines,~~to ~~Inc.~~Financial Statements

~~Notes to Financial Statements~~6

~~NOTE~~SILVER AHILL -MINES, ~~Organization and Description of Business~~INC.

~~The~~NOTES ~~Company~~TO ~~was~~FINANCIAL originally incorporated in the State of Washington on March 27, 1961, for the primary purpose of acquiring and developing mining properties. The Company has not attained commercial mining operations since its inception.STATEMENTS

On May 11, 2007 the shareholders approved changing the corporate domicile Washington to Nevada. On June 21, 2007, Silver Hill Mines, Inc., a Nevada corporation, was organized as the merger partner. On September 5, 2007, the change in domicile was completed by merging Silver Hill Mines, Inc., the Washington corporation into Silver Hill Mines, Inc., the Nevada Corporation. Silver Hill Mines, Inc., the Nevada corporation, was the surviving corporation.(Unaudited)

NOTE B1 - ~~Preparation~~BASIS ofOF ~~Financial~~PRESENTATION ~~Statements~~

The financial statements of Silver Hill Mines, Inc. (the "Company") ~~follows~~presented in this Form 10Q are unaudited and reflect, in the ~~accrual~~opinion ~~basis~~of Management, a fair presentation of ~~accounting~~operations for the three month periods ended March 31, 2016 and March 31, 2015. The preparation of financial statements in ~~accordance~~conformity with accounting principles generally accepted in the United States of America requires management to make estimates and ~~has~~assumptions ~~adopted~~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 period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a ~~year-end~~system of ~~December~~internal 31accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

~~The~~NOTE ~~preparation~~2 of– ~~financial~~ORGANIZATION ~~statements~~AND inDESCRIPTION ~~conformity~~OF with accounting principles generally accepted 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 period. Actual results could differ from those estimates.BUSINESS

~~Management~~The ~~further~~Company ~~acknowledges~~was ~~that~~originally itincorporated isin ~~solely~~the ~~responsible~~State ~~for~~of ~~adopting~~Washington ~~sound~~on ~~accounting~~March ~~practices~~27, ~~establishing~~1961 ~~and~~for ~~maintaining~~the aprimary ~~system~~purpose of ~~internal~~acquiring ~~accounting control~~ and ~~preventing~~developing ~~and~~mining ~~detecting fraud~~properties. The Company’s ~~system~~has ofnot ~~internal~~attained ~~accounting~~commercial ~~control~~mining is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations ~~and~~since ~~cash~~its ~~flows of the Company for the respective periods being presented~~inception.

~~NOTE~~On CMay -11, ~~Summary~~2007, ofSilver ~~Significant~~Hill ~~Accounting~~Mines, ~~Policies~~Inc., a Nevada corporation, was organized as the merger partner. On September 5, 2007, the change in domicile was completed by merging Silver Hills Mines, Inc., the Washington Corporation into Silver Hill Mines, Inc., the Nevada Corporation. Silver Hill Mines, Inc., the Nevada Corporation, was the surviving corporation.

~~Cash~~NOTE ~~and~~3 ~~cash~~– ~~equivalents~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~For~~Cash ~~purposes~~and ~~of the statement of~~ cash ~~flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash~~ equivalents.

~~Use~~For purposes of ~~estimates~~the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

InUse ~~preparing financial statements, management makes estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities in the balance sheet and revenues and expenses in the statement of operations~~Estimates. ~~Actual results could differ from those estimates.~~

~~Fair~~Use ~~Value~~of ~~Measurements~~estimates in preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates.

~~For~~Fair ~~certain~~Value financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturitiesMeasurements.

OnFor ~~January~~certain 1,financial ~~2008~~instruments, ~~the~~including ~~Company~~accounts ~~adopted~~receivable, ~~ASC~~accounts ~~820-10~~payable, ~~“Fair~~accrued ~~Value~~expenses, ~~Measurements~~interest ~~and~~payable, ~~Disclosures.”~~advances ~~ASC~~payable ~~820-10~~and ~~defines~~notes ~~fair value~~payable, ~~and~~the ~~establishes~~carrying aamounts ~~three-level~~approximate ~~valuation hierarchy for disclosures of~~ fair value ~~measurement~~due ~~that~~to ~~enhances~~their ~~disclosure~~relatively ~~requirements~~short ~~for fair value measures~~maturities. ~~The~~On ~~carrying~~January ~~amounts~~1, ~~reported~~2008, in the ~~consolidated~~Company ~~balance~~adopted ~~sheets~~ASC ~~for~~820-10, ~~receivables~~Fair ~~and~~Value ~~current~~Measurements ~~liabilities each qualify as financial instruments~~ and ~~are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest~~Disclosures. ~~The three levels of valuation hierarchy are defined as follows:~~

7Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

~~Silver Hill Mines, Inc.~~7

~~Notes~~SILVER toHILL ~~Financial~~MINES, ~~Statements~~INC.

~~Level~~NOTES 1TO ~~input~~FINANCIAL ~~to the valuation methodology are quoted prices for identical assets or liabilities in active markets.~~STATEMENTS

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.(Unaudited)

Level 32 inputs to the valuation methodology ~~are~~include ~~unobservable~~quoted prices for similar assets and ~~significant~~liabilities toin active markets, and inputs that are observable for the ~~fair~~asset ~~value~~or ~~measurement~~liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.

In February 2007, the FASB issued ASC 825-10 “Financial Instruments.” ~~ASC~~The ~~825-10~~carrying ~~permits~~amounts ~~entities~~of tocash ~~choose to measure many financial assets~~ and ~~financial~~current liabilities atapproximate fair value. ~~Unrealized~~due ~~gains~~to ~~and~~the ~~losses~~short onmaturity ~~items~~of ~~for~~these ~~which~~items. ~~the~~These fair value ~~option~~estimates ~~has been elected~~ are ~~reported~~subjective in ~~earnings.~~nature ~~ASC~~and ~~825-10~~involve isuncertainties ~~effective~~and asmatters of ~~the~~significant ~~beginning~~judgment, ofand, antherefore, ~~entity’s~~cannot ~~first~~be ~~fiscal~~determined ~~year~~with ~~that~~precision. ~~begins~~Changes ~~after~~in ~~November~~assumptions ~~15,~~could ~~2007~~significantly affect these estimates. The Company ~~adopted~~does ~~ASC~~not ~~825-10~~hold onor ~~January~~issue 1,financial ~~2008.~~instruments ~~The~~for ~~Company~~trading ~~chose~~purposes, ~~not~~nor todoes ~~elect~~it ~~the~~utilize ~~option~~derivative toinstruments ~~measure~~in the ~~fair~~management ~~value~~ of ~~eligible~~foreign ~~financial~~exchange, ~~assets~~commodity ~~and~~price, ~~liabilities~~or interest rate market risks.

~~The~~Income ~~carrying~~taxes amounts of cash and current liabilities approximate fair value due to the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of foreign exchange, commodity price, or interest rate market risks.

~~Income~~Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

~~Deferred~~When ~~income~~tax ~~taxes~~returns are ~~provided~~filed, ~~using~~it ~~the~~is ~~liability~~highly ~~method~~certain ~~whereby~~that ~~deferred~~some ~~tax~~positions ~~assets~~taken ~~are~~would ~~recognized~~be ~~for~~sustained ~~deductible~~upon ~~temporary~~examination ~~differences~~by ~~and~~the ~~operating~~taxing ~~loss~~authorities, ~~and~~while ~~tax~~others ~~credit~~are ~~carry~~subject ~~forwards,~~to ~~and~~uncertainty ~~deferred~~about ~~tax~~the ~~liabilities~~merits ~~are~~of ~~recognized~~the ~~for~~position ~~taxable~~taken ~~temporary~~or ~~differences.~~the ~~Temporary~~amount ~~differences~~of ~~are~~ the ~~differences~~position ~~between~~that ~~the~~would ~~reported~~be ~~amounts~~ultimately ofsustained. ~~assets~~The ~~and~~benefit ~~liabilities~~of ~~and~~a ~~their~~ tax ~~bases.~~position ~~Deferred~~is ~~tax~~recognized ~~assets~~in ~~are~~the ~~reduced~~financial bystatements ain ~~valuation~~the ~~allowance~~period ~~when~~during which, inbased ~~the~~on ~~opinion~~all ofavailable ~~management~~evidence, management believes it is more likely than not that ~~some~~the ~~portion~~position orwill ~~all~~be ofsustained upon examination, including the ~~deferred~~resolution ~~tax~~of ~~assets~~appeals ~~will~~or litigation processes, if any. Tax positions taken are not beoffset ~~realized~~or aggregated with other positions. ~~Deferred~~Tax ~~tax~~positions ~~assets~~that ~~and~~meet ~~liabilities~~the more-likely-than-not recognition threshold are ~~adjusted~~measured ~~for~~as the ~~effects~~largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the ~~changes~~applicable intaxing authority. The portion of the benefits associated with tax ~~laws~~positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and ~~rates~~penalties ofthat would be payable to the ~~date~~taxing ofauthorities ~~enactment~~upon examination.

~~When~~Applicable ~~tax~~interest ~~returns~~and ~~are~~penalties ~~filed,~~associated it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with ~~other~~unrecognized ~~positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of~~ tax ~~benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the~~ benefits ~~associated~~are ~~with~~classified ~~tax positions taken that exceeds the amount measured~~ as ~~described~~additional ~~above~~income istaxes ~~reflected as a liability for unrecognized tax benefits~~ in the ~~accompanying~~statements ~~balance~~of ~~sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination~~operations.

~~Applicable~~Basic ~~interest~~ and ~~penalties~~diluted ~~associated~~net ~~with~~loss ~~unrecognized~~per ~~tax benefits are classified as additional income taxes in the statements of operations~~share.

~~Basic~~The ~~and~~Company ~~diluted~~computes net income (loss) per share in accordance with ASC 260-10, Earnings per Share as if converted.

~~The~~Concentration Company computes net income (loss) per share in accordance with ASC 260-10, “Earnings Per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of ~~common~~Credit ~~shares outstanding~~Risk. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. For the years ended December 31, 2015 and 2014 there were no potential dilutive securities.

8Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit

~~Silver Hill Mines, Inc.~~8

~~Notes~~SILVER toHILL ~~Financial~~MINES, ~~Statements~~INC.

~~Concentration~~NOTES ofTO ~~Credit~~FINANCIAL ~~Risk~~STATEMENTS

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit(Unaudited)

Special purpose entities.

The Company does not have any off-balance sheet financing activities.

Impairment or Disposal of Long-Lived Assets.

The Company follows ASC 360-10, “Property, Plant, and Equipment,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Through ~~December~~March 31, ~~2014~~2016, the Company had not experienced impairment losses on its long-lived assets.

Stock Based Compensation

Effective January 1, 2006, the Company adopted the fair value recognition provisions of ASC 718 “Compensation-Stock. Compensation~~,” using the modified-prospective transition method~~. Under ~~this~~ASC ~~method~~718, stock-based compensation expense recognized is ~~recognized~~based inon the ~~consolidated~~value ~~financial~~of ~~statements~~the ~~for~~portion ~~stock~~of ~~options~~share-based ~~granted,~~payment ~~modified~~awards orthat ~~settled~~are ~~after~~ultimately ~~the~~expected ~~adoption~~to ~~date.~~vest Induring ~~accordance~~the ~~with~~period. ~~ASC~~Based ~~718~~on this, ~~the~~our ~~unamortized~~stock-based ~~portion~~compensation ofis ~~options~~reduced ~~granted~~for ~~prior~~estimated toforfeitures at the ~~adoption~~time ~~date~~of isgrant ~~recognized~~and ~~into~~revised, ~~earnings~~if ~~after~~necessary, ~~adoption~~in subsequent periods if actual forfeitures differ from those estimates. ~~Results~~The ~~for~~fair ~~prior~~value ~~periods~~of ~~have~~each ~~not~~stock ~~been~~option ~~restated,~~is asestimated ~~provided~~on ~~for~~the ~~under~~date of grant using the ~~modified~~Black-~~prospective~~Scholes ~~method~~option pricing model.

~~Under~~Assumptions ~~ASC~~used ~~718,~~in ~~stock-based compensation expense recognized is based on~~ the ~~value of the portion of share~~Black-~~based~~Scholes ~~payment~~models ~~awards that~~ are ~~ultimately expected to vest during the period. Based on this, our stock-~~based ~~compensation~~upon ~~is reduced for estimated forfeitures at~~ the ~~time~~following ofdata: ~~grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.~~

(1) The ~~fair~~expected ~~value~~life of ~~each~~the ~~stock~~ option, is estimated onby considering the ~~date~~contractual term of ~~grant using~~ the ~~Black-Scholes~~ option, ~~pricing~~the ~~model.~~vesting ~~Assumptions~~period ~~used~~of inthe option, the ~~Black-Scholes~~employees ~~models~~expected ~~are~~exercise ~~based~~behavior ~~upon~~and the ~~following~~post-vesting ~~data:~~employee turnover rate.

(12) The expected ~~life~~stock price volatility of the ~~option,~~underlying ~~estimated~~shares byover ~~considering~~ the ~~contractual~~expected term of the option, ~~the~~based ~~vesting~~upon ~~period~~historical ofshare ~~the~~price ~~option, the employees’ expected exercise behavior and the post-vesting employee turnover rate~~data.

(23) The ~~expected~~risk ~~stock~~free ~~price~~interest ~~volatility~~rate ofis ~~the~~based ~~underlying~~on ~~shares~~published ~~over~~U.S. ~~the~~Treasury ~~expected~~Department ~~term~~interest ofrates for the ~~option,~~expected ~~based~~terms ~~upon~~of ~~historical~~the ~~share~~underlying ~~price data~~options.

(34) ~~The~~ ~~risk~~Expected ~~free~~dividends, ~~interest rate is~~ based on ~~published~~historical ~~U.S.~~dividend ~~Treasury~~data ~~Department~~and ~~interest rates for the~~ expected ~~terms~~future ofdividend ~~the underlying options~~activity.

(45) ~~Expected~~ ~~dividends~~The expected forfeiture rate, based on historical ~~dividend~~forfeiture ~~data~~activity and ~~expected~~assumptions regarding future ~~dividend~~forfeitures ~~activity~~based on the composition of current grantees.

~~(5) The~~In ~~expected~~accordance ~~forfeiture~~with ~~rate~~ASC 718, ~~based~~the onbenefits ~~historical~~of ~~forfeiture~~tax ~~activity~~deductions ~~and~~in ~~assumptions~~excess ~~regarding~~of ~~future~~the ~~forfeitures~~compensation ~~based~~cost onrecognized for options exercised during the ~~composition~~period ofare ~~current~~classified ~~grantees~~as financing cash inflows rather than operating cash inflows.

InBusiness accordance with ASC 718, the benefits of tax deductions in excess of the compensation cost recognized for options exercised during the period are classified as financing cash inflows rather than operating cash inflows.segments

9ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of March31, 2016 and 2015.

~~Silver Hill Mines, Inc.~~9

~~Notes~~SILVER toHILL ~~Financial~~MINES, ~~Statements~~INC.

~~Business~~NOTES ~~segments~~TO FINANCIAL STATEMENTS

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of December 31, 2015 and 2014.(Unaudited)

Recently issued accounting pronouncements.

On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.

NOTE D4 -– ~~Going~~GOING ~~Concern~~CONCERN ~~Uncertainty~~UNCERTAINITY

The Company has had no significant operations, assets or liabilities since 1993 and, accordingly, is fully dependent on either future sales of securities or upon its current management and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity. Because of these factors, our auditors have issued an audit opinion for the Company which includes a statement describing our going concern status. This means, in our auditor's opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.

The Company's continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.

The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

If no additional operating capital is received during the next twelve months, the Company will be forced to rely upon additional funds loaned by management and/or significant stockholders to preserve the integrity of the corporate entity at this time. In the event, the Company is unable to acquire advances from management and/or significant stockholders, the Company's ongoing operations would be negatively impacted.

It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or significant stockholders to provide additional future funding.

In such a restricted cash flow scenario, the Company would be unable to complete our business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.

While the Company is of the opinion that good faith estimates of the Company's ability to secure additional capital in the future to reach our goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.

10NOTE 5 – INCOME TAXES

~~Silver~~Due ~~Hill~~to ~~Mines~~the change in majority ownership in 2012 and under the limitations of the Internal Revenue Code, ~~Inc~~there are no benefits to losses incurred that can be carried forward from prior years.

~~Notes to Financial Statements~~10

~~NOTE~~SILVER EHILL -MINES, ~~Income Taxes~~INC.

~~Due~~NOTES toTO ~~the~~FINANCIAL ~~change in majority ownership in 2012 and under the limitations of the Internal Revenue Code, there are no benefits to losses incurred that can be carried forward from prior years.~~STATEMENTS

The amount and availability of the net operating loss carry forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carry forwards.(Unaudited)

~~NOTE~~The Famount and availability of the net operating loss carry forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back ~~Related~~period; ~~Party~~whether ~~Transactions~~there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carry forwards.

~~Ending~~NOTE ~~March~~6 ~~31,~~– ~~2014,~~RELATED ~~Matthew~~PARTY ~~Maza, as principal shareholder of the Company, sold his interest in the Company and is no longer a related party.~~TRANSACTIONS

~~Consulting~~Ending ~~shares~~March ~~were~~31, ~~issued~~2014, toMatthew ~~management~~Maza, ~~during~~ the ~~quarter~~former ~~ending~~principal ~~June~~shareholder ~~30, 2015. A total~~ of 20the Company,~~000,000~~ ~~restricted~~sold ~~common~~his ~~shares~~interest toin ~~Silver~~the ~~Hill~~Company ~~Management,~~and ~~Inc.~~is ~~for~~no ~~consulting~~longer ~~services~~a ~~valued~~related ~~at $0~~party.~~026~~ ~~Cents per share or $520,000.~~

~~NOTE~~Consulting Gshares –were ~~Capital~~issued ~~Structure~~to management on May 28, 2015. A total of 20,000,000 restricted common shares to Silver Hill Management, Inc. for consulting services valued at $0.026 per share or $520,000.

On ~~September~~March 3017, ~~2015~~2016, ~~there~~the ~~are~~Company 50authorized the issuance of 20,000,000 ~~preferred~~restricted ~~Series~~common ~~"A"~~ shares ~~authorized~~to ~~with~~Silver Hill Management, Inc., a ~~par~~New ~~value~~York ofcorporation, for consulting fees valued at $0.~~001~~026 ~~and~~per 10share or $520,000. George Clair,~~000~~ ~~shares~~the ~~issued~~Company’s Chief Executive Officer, has voting and ~~outstanding~~dispositive control over the shares owned by Silver Hill Management.

OnNOTE ~~September~~7 ~~30,~~– ~~2015~~CAPTIAL ~~there are 250,000,000 common shares authorized with a par value of $0.0001 and 25,422,311 shares issued and outstanding.~~STRUCTURE

~~NOTE~~As Hof -March 31, 2016, there were 50,000,000 preferred Series "A" shares authorized with a par value of $0.001 and 10,000,000 shares issued and outstanding. ~~Common~~As ~~Stock~~of March 31, 2016, there were 250,000,000 common shares authorized with a par value of $0.0001 and 45,422,311 shares issued and outstanding.

OnNOTE ~~May~~8 ~~28,~~– ~~2015,~~COMMON ~~the Board of Directors authorized the issuance of the following shares of common stock:~~STOCK

~~(1)~~On May 28, 2015, the Board of Directors authorized the issuance of the following shares of common stock:

(1) 1,923,077 restricted common shares to Assured Investments, LLC for $ 50,000.,

(2) 20,000,000 restricted common shares to Silver Hill Management, Inc. for consulting services valued at $0.026 Cents per share or $ 520,000,

20(3) 3,000,000 restricted common shares toin ~~Silver~~the ~~Hill~~name ~~Management~~of ISME Institute for Sport, ~~Inc.~~Medizin & Ernahrung, GmbH, a company organized under the Federal Republic of Germany, as partial consideration for ~~consulting~~the ~~services~~Asset Purchase Agreement dated May 16, 2015. The shares are valued at $0.026 ~~Cents~~each ~~per~~for ~~share~~a ortotal consideration of $~~520~~78,000 Dollars.

~~(3)~~On March 17, 2016, the Company issued 20,000,000 restricted common shares to Silver Hill Management, Inc., for consulting services rendered, valued at $520,000 or $0.026 per share.

~~Three~~NOTE ~~Million~~9 ~~(3,000,000)~~– ~~common~~DEPOSIT ~~shares~~ON in the name of ISME Institute fur Sport, Medizin & Ernahrung, GmbH, a company organized under the Federal Republic of Germany as partial consideration for the Asset Purchase Agreement dated May 16, 2015. These shares are being held as a deposit of $78,000 Dollars per the initial agreement. ISME's address is Weingartenstrasse 2, 64546 Morffelden-Walldorf, German. The full valuation will be determined upon completion of the acquisition audit.ACQUISITION

~~NOTE~~The ICompany –is ~~Deposit~~in the due diligence process of finalizing their transaction with ISME Institute. The current fair market value of the shares being issued has been as a deposit on our balance sheet until the audited value of the acquired assets is fully determined.

The Company is in the due diligence process of finalizing their transaction with ISME Institute. The current fair market value of the shares being issued has been as a deposit on our balance sheet until the audited value of the acquired assets is fully determined.11

11SILVER HILL MINES, INC.

~~Item~~NOTES 2.TO FINANCIAL STATEMENTS

~~Management’s Discussion and Analysis of Financial Condition and Results of Operation~~(Unaudited)

~~When~~NOTE ~~used in this Form~~ 10-Q ~~and~~– inSUBSEQUENT our future filings with the Securities and Exchange Commission, the words or phrases will likely result, management expects, or we expect, will continue, is anticipated, estimated or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speak only as of the date made. These statements are subject to risks and uncertainties, some of which are described below. Actual results may differ materially from historical earnings and those presently anticipated or projected. We have no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.EVENTS

~~Results~~On May 3, 2016, the Company entered into an agreement to purchase 29 acres of ~~Operations~~land on which is located a bottling plant, together with all buildings and improvements, located in Littleton, Massachusetts. The purchase price of $19,500,000 is to be paid as $14,500,000 in cash at signing and 8,300,000 shares of non-assessable, registered stock at an agreed upon value of $0.60 per share to be delivered within 90 business days following the exchange of fully signed copies of the Agreement.

~~The~~On ~~Company~~May ~~intends to operate its business primarily through its two main segments~~3, ~~as described above~~2016, ~~as well as entities that may be formed or acquired in~~ the ~~future.~~Company ~~The~~authorized ~~table below is meant to give~~ the ~~reader~~issuance ~~some overall additional information into the detail~~ of ~~some of~~ the ~~line items presented in the financial statements.~~following:

~~Results~~(1) 10,000,000 restricted common shares to Big View International LTD, a Hong Kong company, as a investment to facilitate the company's import and export of ~~Operations~~goods ~~2015-2014~~at a value of $0.20 per share or $2,000,000;

~~Analysis~~(2) of10,000,000 ~~the~~restricted ~~nine~~common ~~months~~shares ~~ended~~to ~~Sep~~Cantio 30GmbH, ~~2015~~a German company, as a investment to facilitate the company's import and ~~2014~~export of goods at a value of $0.20 per share or $2,000,000;

~~Revenues~~(3) 5,000,000 restricted common shares to Petra Elm, a German national and Harald Elm’s wife, as compensation for Harald Elm and his family moving to Littleton, Massachusetts at a value of $0.60 per share or $3,000,000.

~~The~~On May 4, 2016, the Company ~~has~~issued ~~not~~a ~~generated~~combined ~~any~~total ~~income~~620,000 ~~since~~restricted ~~inception~~common ~~including~~shares ~~the~~to ~~periods~~consultants ~~presented~~valued ~~here~~at $0.05 per share or $35,000.

~~G & A Expenses~~12

~~G&A~~Item ~~expense increased to $613,768 for the nine months ended September 30, 2015 from $~~2~~,910~~. ~~for~~Management’s ~~the~~Discussion ~~nine~~and ~~months~~Analysis ~~ended~~of ~~September~~Financial ~~30,~~Condition ~~2014,~~and anResults ~~increase~~ of ~~$610,858~~Operations. ~~The majority of the expenses, $520,000, were incurred for consulting costs paid to the management team in restricted stock.~~

~~Net~~FORWARD ~~income~~LOOKING ~~(loss)~~STATEMENTS: The below discussion may contain forward looking statements that involve a number of risks and uncertainties. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions that are not statements of historical facts. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intends,” “estimates,” “forecast,” “project” and similar expressions identify forward-looking statements. The forward-looking statements in this document are based upon various assumptions, and although we believe that these assumptions were reasonable when made, these statements are not guarantees of future performance and are subject to certain risks and uncertainties, some of which are beyond our control, and are difficult to predict. Actual results could differ materially from those expressed in forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s view only as of the date of this report.

~~Net~~The ~~loss~~management's ~~was~~discussion ~~$613,768~~and ~~for~~analysis is intended to be read in conjunction with the ~~nine~~Company's ~~months~~unaudited ~~ended~~financial ~~September~~statements ~~30,~~and ~~2015~~the ~~compared~~integral tonotes ~~$8,590~~thereto for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2014,~~2016 anas ~~increase~~well ofas ~~$605,178.~~the ~~The~~Company’s ~~increase~~audited ~~was~~financial statements as reported on Form 10-K, filed with the ~~result~~Securities ofExchange ~~above~~Commission ~~details~~on April 14, 2016.

Results of Operations for the quarter ended March 31, 2016 compared to the period ended March 31, 2015~~-2014~~.

~~Analysis~~During of the three months ended ~~September~~March 3031, ~~2015~~2016, ~~and~~we ~~2014~~incurred $520,000 in expenses as opposed to $16,085 for the prior period. The increase reflects payments for services.

~~Revenues~~During the three months ended March 31, 2016, we incurred $0 in other income (expenses), compared to $0 in the three months ended March 31, 2015.

~~The~~Net ~~Company~~Income ~~has not generated any income since inception including the periods presented here.~~(Loss)

GThe &net Aloss ~~Expenses~~for the three months ending March 31, 2016 increased to $520,000 from net loss of $16,085 for the three months ending March 31, 2015, an increase of $503,915. The increase in net loss reflects payments for services.

~~G&A~~Liquidity ~~expense~~and ~~increased~~Capital to $613,768 for the three months ended September 30, 2015 from $2,910 for the three months ended September 30, 2014, an increase of $610.858. The majority of the expenses, $520,000, were incurred for consulting costs paid to the management team in restricted stock.Resources

~~Net~~Our ~~income~~liquidity ~~(loss)~~and capital resources are limited. Accordingly, our ability to initiate our plan of operations and continue as a going concern is currently dependent on our ability to either generate significant new revenues or raise external capital through additional borrowing or the sale of additional equity.

~~Net~~The ~~loss~~Company’s ~~was~~total ~~$613,768~~assets ~~for~~at ~~the~~March ~~three~~31, ~~months~~2016 ~~ended~~were ~~September~~$0 ~~30,~~and ~~2015~~total ~~compared~~current toliabilities were $897,~~590~~995. Significant ~~for~~losses ~~the~~from ~~three~~operations ~~months~~have ~~ended~~been ~~September~~incurred ~~30,~~since ~~2014,~~inception and there is an ~~increase~~accumulated ~~loss~~deficit of $~~605~~2,~~178~~249,952 as of March 31, 2016. Continuation ~~The~~as ~~increase~~a ~~was~~going ~~the~~concern ~~result~~is ofdependent ~~above~~upon ~~details~~attaining capital to achieve profitable operations while maintaining current fixed expense levels. There can be no guarantee that management will be successful in attaining such capital.

12Off-Balance Sheet Arrangements

~~Plan~~There ofare ~~Operation~~no preliminary agreements or understandings between the Company and its officers and directors or affiliates or lending institutions with respect to any loan agreements.

~~We have had no operations and have not produced any revenue in the last two years.~~13

WeItem ~~intend to seek to acquire the assets or shares of an entity actively engaged in business in exchange for our securities through a business combination transaction~~3. ~~While~~Quantitative we will attempt to obtain audited financial statements of a business combination candidate, there is no assurance that such audited financial statements will be available. The Board of Directors does intend to obtain certain assurances of value of the candidate entity's assets prior to consummating such a transaction. We have no full time employees. Presently, our officers have agreed to allocate a portion of their time to our activities without compensation. However, we may compensate them in stock for services rendered at some future date. Management anticipates that our business plan can be implemented by an officer devoting an aggregate of approximately 5 hours per week to our business affairs. Consequently, conflicts of interest may arise with respect to the limited time commitment by such officers. In addition, our officers and ~~directors~~Qualitative ~~may,~~Disclosures inAbout ~~the~~Market ~~future, become involved with other companies, which have a business purpose similar to that of ours~~Risk. ~~As a result, additional conflicts of interest may arise in the future.~~

~~Any~~Not ~~business~~Applicable ~~combination or transaction will likely result in a significant issuance of shares and substantial dilution~~ to ~~our~~Smaller ~~present~~Reporting ~~stockholders~~Companies.

Management has identified a number of business opportunities in the form of a health and beverage products. The target opportunities are in evaluation stages of business opportunity development. No definitive agreements have yet been executed.

Asset Purchase Agreement

On May 16, 2015, the Company entered into an Asset Purchase Agreement (the “Agreement”) with ISME Institut fur Sport, Medizin & Ernahrung, GmbH, a corporation organized under the laws of the Federal Republic of Germany (“ISME”).

ISME is engaged in the business of developing functional food products represented by the “Cantio” concept product line assets described in the Agreement. The Cantio concept product lines include 41° C High Performance Sports Drink, 55 bpm Regeneration Sports Drink and IQ Plus Mind Bar.

The Company has agreed to purchase the ISME assets for Three Million Six Hundred Thousand ($3,600,000) Dollars. The purchase price will be payable as follows:

Three Million (3,000,000) Company common shares valued at One Dollar ($0.26) per share to be issued and delivered to ISME upon execution of this Agreement;

Six Hundred Thousand ($600,000) Dollars, plus applicable German Value Added Tax (VAT) estimated to be $114,000 Dollars to be paid to ISME on, or before August 31, 2015 or 30 days after the completion of the audit, whichever is later.

ISME agreed to grant the Company a first right of refusal to repurchase the 3,000,000 shares prior to selling the shares by way of any future offer. Additionally, the Company has granted ISME an irrevocable option to buy back (Put Option) up to 3,000,000 shares for $78,000. The Company has agreed to grant ISME a security interest in all of the purchased assets securing the Company’s put option performance. If the Company fails to perform the put option, the $600,000 will be forfeited to ISME.

General Business Plan

Based on the lack of Company business activities since 1993, our Company is classified as a "shell" company by the Securities and Exchange Commission SEC). The term shell company means a Company, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of that chapter), that has:

(1) No or nominal operations; and

(2) Either:

(i) No or nominal assets;

(ii) Assets consisting solely of cash and cash equivalents; or

(iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.

Searching for Business Combination Candidate

The Company is undercapitalized. The current majority shareholder intends to advance funds to the Company or on behalf of the Company in order to (1) maintain the integrity of the corporate entity, and (2) pay general and administrative expenses related to transfer agency fees, financial accounting and auditing, and legal fees associated with initiating and preserving the corporate standing as an Securities and Exchange Commission reporting company.

Form of Business Combination

The manner in which the Company participates in business combination will depend upon the nature of the transaction, the respective needs and desires of the Company and the management and shareholders of the candidate company, and the relative negotiating strength of each.

It is likely that the Company will acquire its participation in a business combination through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

Financing

The Company believes it that can satisfy its cash requirements for the foreseeable future. To the extent that additional funds are needed in the next twelve months in order to pay for financial accounting, auditing, transfer agency or EDGAR filing fees, the majority shareholder intends to advance or loan funds to the company. The Company offers no assurances that it will have the necessary cash to fund business acquisition opportunities, including, but not limited to the Cantio acquisition which requires a $600,000 cash payment on completion of the acquisition audits.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable to Smaller Reporting Companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of ~~June~~March 3031, ~~2015~~2016. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

During the evaluation of disclosure controls and procedures as of ~~September~~March 3031, ~~2015~~2016, management identified material weaknesses in internal control over financial reporting, which management considers an integral component of disclosure controls and procedures. Material weaknesses identified include the lack of any segregation of duties, lack of appropriate accounting policies and management’s assessment of internal control over financial reporting. As a result of the material weaknesses identified, management concluded that Company’s disclosure controls and procedures were not effective.

Notwithstanding the existence of these material weaknesses, management believes that the consolidated financial statements in this report on Form 10-Q fairly present, in all material respects, Company’s financial condition as reported, in conformity with United States generally accepted accounting principles (GAAP).

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

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

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

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 financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are 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.

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of ~~September~~March 3031, ~~2015~~2016, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are disclosed below.

Ineffective Oversight of Financial Reporting. The Company has not provided an appropriate level of oversight of the financial reporting process and has not appropriately monitored the Company’s system of internal control. The Company’s monitoring of management’s assessment of internal control over financial reporting did not result in appropriate actions taken by management to remedy the deficiencies in the process to assess internal control over financial reporting. The Company has no independent audit committee overseeing the financial reporting process.

Failure to Segregate Duties. Management has not maintained any segregation of duties within the Company due to its reliance on individuals to fill multiple roles and responsibilities. Our failure to segregate duties has been a material weakness since inception through this report.

Sufficiency of Accounting Resources. The Company has limited accounting personnel to prepare its financial statements. The insufficiency of our accounting resources has been a material weakness since inception.

As a result of the material weaknesses in internal control over financial reporting described above, the Company's management has concluded that, as of ~~September~~March 3031, ~~2015~~2016, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by the COSO.

This report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged the Company’s independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this ~~annual~~quarterly report.

Changes in Internal Controls over Financial Reporting

During the period ended ~~September~~March 3031, ~~2015~~2016, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Limitations

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

1615

~~PART~~that IIall control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-~~OTHER~~making ~~INFORMATION~~can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

~~The Company is not a party to any pending material legal proceedings~~None.

Item 1A. Risk Factors.

Not ~~Applicable~~required for smaller reporting companies.

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

On ~~May~~March 2817, ~~2015~~2016, the Company ~~offered~~issued ~~and sold 1~~20,~~923~~000,~~077~~000 restricted common shares to ~~Assured~~Silver ~~Investments~~Hill Management, ~~LLC~~Inc., anfor ~~accredited~~consulting ~~investor~~services rendered, ~~for~~valued at $50520,000 ~~Dollars~~ or $0.026 ~~Cents~~ per share.

On May 283, ~~2015~~2016, the ~~Board~~Company ofentered ~~Directors~~into ~~authorized~~an ~~the~~agreement ~~issuance~~to purchase 29 acres of ~~Twenty~~land ~~Million~~on ~~(20~~which is located a bottling plant,~~000,000)~~ ~~common~~together ~~shares~~with toall ~~Silver~~buildings ~~Hill~~and ~~Management~~improvements, ~~Inc.~~located in Littleton, aMassachusetts. The ~~New~~purchase ~~York~~price ~~corporation~~of $19,500,000 ~~for~~is ~~consulting~~to ~~fees~~be ~~valued~~paid atas $~~0.026~~14,500,000 ~~per~~in ~~share~~cash orat ~~$520~~signing and 8,300,000~~. George~~ ~~Clair~~shares of non-assessable, ~~the~~registered ~~Company’s~~stock ~~Chief~~at ~~Executive~~an ~~Officer,~~agreed ~~has~~upon ~~voting~~value ~~and~~of ~~dispositive~~$0.60 ~~control~~per ~~over~~share to be delivered within 90 business days following the ~~shares~~exchange ~~owned~~of byfully ~~Silver~~signed ~~Hill~~copies ~~Management,~~of ~~Inc~~the Agreement.

On May 283, ~~2015~~2016, the ~~Board~~Company ~~of Directors~~ authorized the issuance of ~~Three Million (3,000,000) common shares in~~ the name of ISME Institut fur Sport, Medizin & Ernahrung, GmbH, a company organized under the Federal Republic of Germany as partial consideration for the Asset Purchase Agreement dated May 16, 2015. The shares are valued at $0.26 each for a total consideration of $78,000 Dollars. following:

~~The~~(1) ~~offer~~10,000,000 ~~and~~restricted ~~sale of the~~ common shares ~~above~~to ~~relied~~Big onView ~~the~~International ~~transaction~~LTD, ~~exemption~~a ~~afforded~~Hong byKong ~~Section 4(a)(2) and~~company, oras ~~Regulation~~a Dinvestment ~~and~~to Sfacilitate of the ~~Securities~~company's ~~Act~~import ~~of 1933, as amended. The offer~~ and ~~sale~~export ~~is exempt because~~ of ~~the~~goods ~~private~~at ~~nature~~a value of ~~the~~$0.20 ~~transaction~~per ~~which~~share ~~did~~or ~~not~~$2,000,000; ~~involve a public offering of securities.~~

~~Item~~(2) 3.10,000,000 ~~Defaults~~restricted ~~upon~~common ~~Senior~~shares ~~Securities~~to Cantio GmbH, a German company, as a investment to facilitate the company's import and export of goods at a value of $0.20 per share or $2,000,000;

~~None~~(3) 5,000,000 restricted common shares to Petra Elm, a German national and Harald Elm’s wife, as compensation for Harald Elm and his family moving to Littleton, Massachusetts at a value of $0.60 per share or $3,000,000.

~~Item~~On May 4, 2016, the Company issued a combined total 620,000 restricted common shares to consultants valued at $0.05 ~~Mine~~per ~~Safety~~share ~~Disclosures~~or $35,000.

~~Not~~The ~~Applicable~~offer and sale of the common shares above relied on the transaction exemption afforded by Section 4(a)(2) and, or Regulation D and S of the Securities Act of 1933, as amended. The offer and sale is exempt because of the private nature of the transaction which did not involve a public offering of securities.

Item 53. ~~Other~~Defaults ~~Information~~Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

(a) Exhibits


EXHIBIT NUMBER	DESCRIPTION
10.1	Purchase and sale agreement by and between Silver Hill Mines, Inc and Io Bio LLC, executed May 3, 2016, incorporated by reference to Form 8-K filed with the SEC on May 6, 2016.
31.1	Section 302 Certification, CEO
32.1	Section 906 Certification, CEO
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit No.

Description

Chief Executive/Financial Officer-Section 302 Certification pursuant to Sarbanes-Oxley Act.

Chief Executive/Financial Officer-Section 906 Certification pursuant to Sarbanes-Oxley Act.

101

The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) Notes to Financial Statements

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~November~~June 193, ~~2015~~2016

SILVER HILL MINES, INC.

/s/ George Clair

By: _________________________

George Clair

Title: President, Chief Executive Officer

Chief Financial Officer, Chief Accounting Officer

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