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 ended ~~March~~June 3130, 2016

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

From ________________ to ________________

SILVER HILL MINES, INC.

(Exact name of registrant as specified in its charter)


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


2802 SO Man O War Veradale WA		99037
(Address of principal executive offices)		(Zip Code)

(509) 891-8373

(Registrant's telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 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 filings for the past 90 days. YES x NO ¨

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

YES ¨ NO x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller 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~~August 419, 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 ~~March~~June 3130, 2016

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

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

1312

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

1413

Item 4. Controls and Procedures.

1413

PART II—OTHER INFORMATION

1615

Item 1. Legal Proceedings.

1615

Item 1A. Risk Factors.

1615

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

1615

Item 3. Defaults Upon Senior Securities.

1615

Item 4. Mine Safety Disclosures

1715

Item 5. Other Information

1715

Item 6. Exhibits

1715

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SILVER HILL MINES. INC. BALANCE SHEETS (Unaudited)
	March 31,	December 31,
	June 30,	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	$ 97145,~~995~~765	$ 97,995
Total current liabilities	97145,~~995~~765	97,995
Total liabilities	97145,~~995~~765	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
Common stock, $0.0001 par value 250,000,000 shares authorized 71,042,311 and 25,422,311 shares issued and outstanding respectively	7,104	2,542
Additional paid-in capital	2,~~216~~212,~~415~~852	1,697,415
Retained earnings	(2,~~249~~297,~~952~~721)	(1,729,952)
Total stockholders' equity (deficit)	(1967,~~995~~764)	(19,995)
Total liabilities and stockholders' equity	$ 78,000	$ 78,000

See Notes to Financial Statements

SILVER HILL MINES, INC. STATEMENTS OF OPERATIONS (Unaudited)
	Three Months Ended
	Three months ended June 30,			Six months ended June 30,
	March 31,		March 31,
	2016	2015			2016	2015
	2016		2015
REVENUE	$ 0	$ 0			$ 0	$ 0
REVENUE	$ 0		$ 0
TOTAL REVENUE	0	0			0	0
TOTAL REVENUE	0		0
OPERATING EXPENSES
OPERATING EXPENSES
General and Administrative	47,770	582,683			567,770	598,768
General and Administrative	520,000		16,085
LOSS FROM OPERATIONS	(47,770)	(582,683)			(567,770)	(598,768)
LOSS FROM OPERATIONS	(520,000)		$ (16,085)
NET INCOME (LOSS)	$ (47,770)	$ (582,683)			$ (567,770)	$ (598,768)
NET INCOME (LOSS)	$ (520,000)		$ (16,085)
Basic and diluted loss per share	$ (0.0009)	$ (0.34)			$ (0.012)	$ (0.068)
Basic and diluted loss per share	$ (0.017)		$ (0.064)
Weighted average shares used in computing loss per share Basic and diluted	55,422,311	17,114,619			47,070,663	8,806,926
Weighted average shares used in computing loss per share Basic and diluted	31,350,123		499,234

See Notes to Financial Statements

Silver Hill Mines, Inc.
SILVER HILL MINES, INC. STATEMENTS OF CASH FLOWS (Unaudited)
Statements of Stockholders'' Equity(Deficit)
	For the six months ended
January 1, 2016 Through March 31, 2016
	June 30,	June 30,
(Unudited)
	2016	2015
	Preferred							Additional
CASH FLOWS FROM OPERATING ACTIVITIES:
	stock			Common				paid in		Accumulated
Net Income (loss)	$ (567,770)	$ (598,768)
	Shares		Amount	Shares		Amount		capital		deficit		Total
Adjustment to reconcile net income to net cash provided by:
Balance at December 31, 2014	10,000,000	$	10,000	499,234	$	50	$	964,215	$	(993,492)	$	(19,997)
Changes in operating assets and liabilities:
Shares issued for deposit	0		0	3,000,000		300		77,700		0		78,000
Increase (Decrease) in Accounts Payable	47,770	28,768
Shares issued for consulting services	0		0	21,923,077		2,192		655,500		0		657,692
NET CASH USED IN OPERATING ACTIVITIES	(520,000)	(570,000)
Net (loss) for the year ended December 31, 2015	0		0	0		0		0		(736,460)		(736,460)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Balance at December 31, 2015	10,000,000	$	10,000	25,422,311	$	2,542	$	1,697,415	$	(1,729,952)	$	(19,995)
Deposit on investment		(78,000)
			`
Common Stock	(520,000)	648,000
Shares issued for consulting services	0		0	20,000,000		2,000		518,000		(520,000)		0
Preferred Stock	0	0
Net (loss) for the quarter ended March 31, 2016	0		0	0		0		0		(520,000)		(520,000)
NET CASH USED IN FINANCING ACTIVITIES	(520,000)	570,000
Balance at March 31, 2016	10,000,000	$	10,000	45,422,311	$	4,542	$	2,249,415	$	(2,249,952)	$	(19,995)
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

See Notes to Financial Statements

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

See Notes to Financial Statements

SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The financial statements of Silver Hill Mines, Inc. (the "Company") presented in this Form 10Q are unaudited and reflect, in the opinion of Management, a fair presentation of operations for the three month periods ended ~~March~~June 3130, 2016 and ~~March~~June 3130, 2015. The preparation of financial statements in conformity 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. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting 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.

NOTE 2 – ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was 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.

On May 11, 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 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.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents.

For purposes 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 of Estimates.

Use of 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.

Fair Value Measurements.

For certain 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 maturities. On January 1, 2008, the Company adopted ASC 820-10, Fair Value Measurements and Disclosures.

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

SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

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. The carrying 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 taxes

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.

When tax returns are filed, 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 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 with tax 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 penalties that would be payable to the taxing authorities upon examination.

Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.

Basic and diluted net loss per share.

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

Concentration of Credit Risk.

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

SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

(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 March 31, 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. Under ASC 718, stock-based compensation expense recognized is based on the value of the portion of share-based payment awards that are ultimately expected to vest during the period. Based on this, our stock-based compensation is reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model.

Assumptions used in the Black-Scholes models are based upon the following data:

(1) The expected life of the option, estimated by considering the contractual term of the option, the vesting period of the option, the employees expected exercise behavior and the post-vesting employee turnover rate.

(2) The expected stock price volatility of the underlying shares over the expected term of the option, based upon historical share price data.

(3) The risk free interest rate is based on published U.S. Treasury Department interest rates for the expected terms of the underlying options.

(4) Expected dividends, based on historical dividend data and expected future dividend activity.

(5) The expected forfeiture rate, based on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current grantees.

In 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.

Business segments

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 ~~March31~~June 30, 2016 and 2015.

SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

(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 4 – GOING CONCERN 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.

NOTE 5 – INCOME TAXES

Due to the 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.

109

SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

NOTE 6 – RELATED PARTY TRANSACTIONS

Ending March 31, 2014, Matthew Maza, the former principal shareholder of the Company, sold his interest in the Company and is no longer a related party.

Consulting shares were issued 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 March 17, 2016, the Company authorized the issuance of Twenty Million (20,000,000) restricted common shares to Silver Hill Management, Inc., a New York corporation, for consulting fees valued at $0.026 per share or $520,000. George Clair, the Company’s Chief Executive Officer, has voting and dispositive control over the shares owned by Silver Hill Management.

NOTE 7 – CAPTIAL STRUCTURE

As of ~~March~~June 3130, 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. As of ~~March~~June 3130, 2016, there were 250,000,000 common shares authorized with a par value of $0.0001 and 4571,~~422~~042,311 shares issued and outstanding.

NOTE 8 – COMMON STOCK

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,

(3) 3,000,000 restricted common shares in the name of ISME Institute for 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 $0.026 each for a total consideration of $78,000 Dollars.

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.

~~NOTE~~On 9March –31, ~~DEPOSIT~~2016, ONthe ~~ACQUISITION~~Company issued a combined total 620,000 restricted common shares to consultants valued at $0.05 per share or $35,000.

~~The~~On ~~Company~~May is3, in2016, the ~~due~~Company ~~diligence~~entered ~~process~~into an agreement to purchase 29 acres of ~~finalizing~~land ~~their~~on ~~transaction~~which is located a bottling plant, together with ~~ISME~~all ~~Institute.~~buildings ~~The~~and ~~current~~improvements, ~~fair~~located ~~market~~in ~~value~~Littleton, ofMassachusetts. The ~~the~~purchase ~~shares~~price ~~being~~of ~~issued~~$19,500,000 ~~has~~is ~~been~~to be paid as a$14,500,000 ~~deposit~~in oncash ~~our~~at ~~balance~~signing ~~sheet~~and ~~until~~8,300,000 ~~the~~shares ~~audited~~of non-assessable, registered stock at an agreed upon value of ~~the~~$0.60 ~~acquired~~per ~~assets~~share isto be delivered within 90 business days following the exchange of fully ~~determined~~signed copies of the Agreement.

11On May 3, 2016, the Company authorized the issuance of the following:

SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 10 – SUBSEQUENT EVENTS

On May 3, 2016, the Company entered into an agreement to purchase 29 acres of 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.

On May 3, 2016, the Company authorized the issuance of the following:

(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 goods at a value of $0.20 per share or $2,000,000;

(2) 10,000,000 restricted common shares 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;

(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.

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

12NOTE 9 – DEPOSIT ON ACQUISITION

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.

NOTE 10 – SUBSEQUENT EVENTS

For the period ended June 30, 2016, there were no recognizable subsequent events through the date the financial statements were issued.

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

FORWARD LOOKING 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.

The management's discussion and analysis is intended to be read in conjunction with the Company's unaudited financial statements and the integral notes thereto for the quarter ended March 31, 2016 as well as the Company’s audited financial statements as reported on Form 10-K, filed with the Securities Exchange Commission on April 14, 2016.

Results of Operations for the quarter ended ~~March~~June 3130, 2016 compared to the period ended ~~March~~June 3130, 2015.

During the ~~three~~six months ended ~~March~~June 3130, 2016, we incurred $~~520~~567,~~000~~770 in expenses as opposed to $1628,~~085~~768 for the prior period. The increase reflects payments for services.

During the ~~three~~six months ended ~~March~~June 3130, 2016, we incurred $0 in other income (expenses), compared to $0 in the ~~three~~six months ended ~~March~~June 3130, 2015.

Net Income (Loss)

The net loss for the ~~three~~six months ending ~~March~~June 3130, 2016 increased to $~~520~~567,~~000~~770 from net loss of $1628,~~085~~768 for the ~~three~~six months ending ~~March~~June 3130, 2015, an increase of $~~503~~539,~~915~~002. The increase in net loss reflects payments for services.

Liquidity and Capital Resources

The Company’s working capital deficit at June 30, 2016 was $ (67,765), compared to working capital deficit of $(19,995) at December 31, 2015. The increase is due to continued operating expenses with no income.

Our liquidity 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.

The Company’s total assets at ~~March~~June 3130, 2016 were $078,000 and total current liabilities were $97145,~~995~~765. Significant losses from operations have been incurred since inception and there is an accumulated deficit of $2,~~249~~297,~~952~~721 as of ~~March~~June 3130, 2016. Continuation as a going concern is dependent upon 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.

Off-Balance Sheet Arrangements

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

1312

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 ~~March~~June 3130, 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 ~~March~~June 3130, 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.

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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 ~~March~~June 3130, 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 ~~March~~June 3130, 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 quarterly report.

Changes in Internal Controls over Financial Reporting

During the period ended ~~March~~June 3130, 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

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~~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.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

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

~~On March 17, 2016, the Company issued 20,000,000 restricted common shares to Silver Hill Management, Inc~~None.~~, for consulting services rendered, valued at $520,000 or $0.026 per share.~~

On May 3, 2016, the Company authorized the issuance of the following:

(2) 10,000,000 restricted common shares 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;

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

The 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 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. 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/CFO
32.1	Section 906 Certification, CEO/CFO
101.INS	XBRL Instance Document
101.INS*	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

17* To be filed by amendment.

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: ~~June~~August 319, 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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