UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

X .

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~December 31, 2015

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

For the transition period from _______to________

Commission file number 333-187245 Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)),

the Company is not required to provide the information required by this Item.

SBH ASSOCIATES, INC.

(Exact name of registrant as specified in its charter)


Nevada	46-2236047
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification Number)

~~11654~~885 ~~Plaza~~Woodstock ~~America~~Road, ~~Drive~~Suite 430-180, ~~Reston~~Roswell, VAGA ~~20194~~30075

(Address of principal executive offices)

~~920-355-1922~~(404) 720-5664

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

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

Large Accelerated Filer . Accelerated Filer . Non-Accelerated Filer . Smaller Reporting Company X .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes . No X .

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

At ~~December~~February 1118, ~~2015~~2016, the number of shares of the Registrant’s common stock outstanding was 90,250,000.

SBH ASSOCIATES, INC.

INDEX

PART I
ITEM 1	FINANCIAL STATEMENTS	43
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1011
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1213
ITEM 4	CONTROLS AND PROCEDURES	1213
PART II
ITEM I	LEGAL PROCEEDINGS	1314
ITEM 1A	RISK FACTORS	1314
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2122
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	2122
ITEM 4	MINE SAFETY DISCLOSURES	2122
ITEM 5	OTHER INFORMATION	2122
ITEM 6	EXHIBITS	2122

PART I

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

SBH ASSOCIATES, INC.

Dba Beecham Group

BALANCE SHEETS

(Unaudited)

		October 31, 2015		January 31, 2015
		December 31, 2015		September 30, 2015
ASSETS
Assets
ASSETS
Website	$	1,500	$	1,500
Cash and cash equivalents	$	72,479	$	24,366
TOTAL ASSETS	$	1,500	$	1,500
Accounts receivable		-		82,222
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Costs and estimated earning in excess of billings on contracts in progress		-		18,251
Current Liabilities
Investments in and advance to joint venture		13,315		-
Accrued expenses (including $5,070 and $3,867 due to President)	$	20,870	$	35,601
Deferred loan cost		22,743		-
Total		20,870		35,601
Total assets	$	108,537	$	124,839
Total Liabilities		20,870		35,601
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Stockholders’ Deficit
Notes payable (related party)	$	45,000	$	-
Accrued expenses		42,596		20,870
Accounts payable		-		65,877
Billing in excess of cost and estimated earnings on contracts in progress		368		-
Customer advances		24,000		30,718
Real estate line of credit		77,058		-
Total liabilities		189,022		117,465
STOCKHOLDERS EQUITY (DEFICIT):
Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding		-		-
Common stock: $0.001 par value; 200,000,000 shares authorized; 90,250,000 shares issued and outstanding		90,250		90,250
Common stock: $0.001 par value; 200,000,000 shares authorized; 90,250,000 issued and outstanding		90,250		90,250
Additional paid-in capital		11(111,~~250~~120)		11(111,~~250~~120)
Accumulated deficit		(120,870)		(135,601)
Retained earnings		(59,615)		28,244
Total Stockholders’ Deficit		(19,370)		(34,101)
Total Stockholders’ Equity (Deficit)		(60,080)		7,374
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,500	$	1,500
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	108,537	$	124,839

See accompanying notes to the financial statements.

SBH ASSOCIATES, INC.

Dba Beecham Group

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED ~~October~~DECEMBER 31, 2015 AND 2014

(Unaudited)

		2015		2014
REVENUES	$	-	$	-
Contracting revenue	$	79,060	$	265,597
OPERATING EXPENSES
Cost of contracting revenue		64,903		239,720
General and administrative		1,630		2,818
Gross margin on contracting operations		14,157		25,877
Business plan development		-		66,000
Operating expenses
TOTAL OPERATING EXPENSES		1,630		68,818
Selling, general and administrative		62,944		5,639
Other income – gain on forgiveness of debt		18,000		-
Compensation		39,072		11,164
NET INCOME (LOSS)	$	16,370	$	(68,818)
Total operating expenses		102,016		16,803
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	0.00	$	(0.00)
Net income (loss)		(87,859)		9,074
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		90,250,000		91,277,174
NET EARNINGS (LOSS) PER SHARE: BASIC AND DILUTED
	$	(.00)	$	.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		90,250,000		60,000,000

See accompanying notes to the financial statements.

SBH ASSOCIATES, INC.

~~STATEMENTS~~Dba OFBeecham ~~OPERATIONS~~Group

~~FOR~~STATEMENTS ~~THE~~OF ~~NINE~~CASH ~~MONTHS ENDED OCTOBER 31, 2015 AND 2014~~ FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 AND 2014

(Unaudited)

		2015		2014
REVENUES	$	-	$	-
CASH FLOWS FROM OPERATING ACTIVITIES
OPERATING EXPENSES
Net Income (Loss)	$	(87,859)	$	9,074
General and administrative		3,269		11,783
Adjustments to reconcile net income to net cash from operating activities:
Business plan development		-		66,000
Decrease (increase) in accounts receivable		82,222		-
TOTAL OPERATING EXPENSES		3,269		77,783
Decrease (increase) in costs and estimated earnings in excess of billings		18,619		-
Other income – gain on forgiveness of debt		18,000		-
Increase (decrease) in accounts payable		(65,877)		-
NET INCOME (LOSS)	$	14,737	$	(77,783)
Increase (decrease) in accrued expenses		21,726		-
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	0.00	$	(0.00)
Increase (decrease) in advances from customers		(6,718)		(1,717)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		90,250,000		143,304,945
Decrease (increase)in deferred loan cost		(22,743)		-
Cash provided by (used in ) operating activities		(60,630)		7,357
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in and advance to joint venture		(13,315)		-
Cash provided by (used in ) investing activities		(13,315)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Real estate line of credit		77,058		-
Notes payable related party		45,000		-
Cash provided by financing activities		122,058		-
Net change in cash and cash equivalents		48,113		7,357
Cash and cash equivalents - beginning of period		24,366		25,836
Cash and cash equivalents - end of period	$	72,479	$	33,193

See accompanying notes to the financial statements.

SBH ASSOCIATES, INC.

~~STATEMENTS~~Dba OFBeecham ~~CASH FLOWS~~Group

FOR THE NINE MONTHS ENDED OCTOBER 31, 2015 AND 2014

(Unaudited)

		2015		2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	14,737	$	(77,783)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued to cover expenses		-		66,000
Gain on forgiveness of debt		(18,000)		-
Change in accrued liability		3,263		9,783
Cash Flows Provided by Operating Activities		-		(2,000)
CASH FLOWS FROM FINANCING ACTIVITIES – capital contribution		-		3,500
CASH FLOWS FROM INVESTING ACTIVITIES - Development of Website		-		(1,500)
NET INCREASE (DECREASE) IN CASH		-		-
Cash, beginning of period		-		-
Cash, end of period	$	-	$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
OTHER NONCASH ITEMS
Issuance of common stock to settle accrued expenses	$	3,500	$	20,000

See accompanying notes to the financial statements.

SBH ASSOCIATES, INC.

Notes to the Financial Statements

~~October~~December 31, 2015

(Unaudited)

NOTE 1--BASIS OF PRESENTATION

~~NOTE~~The 1accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-~~-BASIS~~X. OFAccordingly, ~~PRESENTATION~~they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended September 30, 2015 and notes thereto contained in the Company’s Annual Report on Form 10-K.

~~The~~Home accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial informationSale, ~~and~~Revenue ~~with the rules~~ and ~~regulations~~Profit of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended January 31, 2015 and notes thereto contained in the Company’s Annual Report on Form 10-K.Recognition

The Company follows the guidance of the Financial Accounting Standards Board (“FAS”) No. 605-20 Revenue Recognition - Services for revenue recognition. Revenue from the rendering of services is considered earned and realized or realizable only if all of the following criteria are met:

Persuasive evidence of an arrangement exists;

Services have been rendered;

The seller’s price to the buyer is fixed or determinable; and

Collectability is reasonably assured.

The Company most often serves as the general contractor for custom homes where the customer and not the Company owns the underlying land. Accordingly, it recognizes revenue from custom home construction contracts, which are primarily cost plus contracts, on the percentage-of-completion method where progress toward completion is measured by relating the actual cost of work performed to date to the current estimated total cost of the respective contracts. Company contracts include an estimate of total contract price by contract component; however, they do not include a maximum contract price. Revisions to initial estimated contract prices are made by change order presented to and agreed to by the owner customer.

The Company serves as the general contractor and takes responsibility for all costs incurred in the performance of contracts for construction of custom homes. It subcontracts all construction costs and establishes subcontracts through a bid process. It has general inventory risk, although it mitigates this risk by requiring significant customer deposits and advances, and it has discretion in subcontractor selection.

The Company has evaluated our contracting process in light of FAS 605-45, Principal Agent Considerations, and determined that its revenue from construction contracts is properly reflected at gross including the contract costs plus earned fees. Contract costs are expensed as incurred. Gross profit on cost plus contracts is recognized as earned, less an allowance for cancellation losses. Costs incurred prior to contract acceptance are reflected as deferred construction costs and assessed for impairment as each balance sheet date. Customer advances received in advance of the point contract costs are incurred are deferred and reflected as deferred or unearned revenue.

If the Company acts as the primary builder of a project rather than a general contractor, revenue will be recognized when a unit is sold and sales proceeds have been received.

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the JOBS Act. As a result, it is permitted to, and intends to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. The Company’s financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.

The Company will remain an “emerging growth company” for up to five years, or until the earliest of

the last day of the first fiscal year in which its total annual gross revenues exceed $1 billion,

ii.

the date that it becomes a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of its ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or

iii.

the date on which it has issued more than $1 billion in non-convertible debt during the preceding three-year period.

NOTE 2– ORGANIZATION

SBH Associates, Inc. (the “Company” or “SBH”) doing business as Beecham Group was founded in 2012 and was incorporated as a C corporation under the laws of the State of Nevada on December 28, 2012

In May 2014, the Company engaged Mary Merritt, CISSP as its new president. Ms. Merritt introduced a new business plan for the Company based on the introduction of products using geo-location technology.

However in the next one year, Ms. Merritt was unable to raise sufficient financing to develop and bring her products to market in a manner consistent with the business plan. Therefore, on December 17, 2015, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among (i) SBH, (ii) Beecham Group, LLC, a Georgia company (“Beecham”), and (iii) the shareholders of Beecham, pursuant to which the holders of 100% of the outstanding common stock of Beecham transferred to the Company all of the common stock of Beecham in exchange for the issuance of 60,000,000 shares (the “Shares”) of the Company’s common stock and 1,000,000 newly-issued shares of preferred stock (such transaction, the “Share Exchange”). The 1,000,000 shares of preferred stock will be issued in early 2016. This transaction closed concurrently with the filing of SBH’s Current Report on Form 8-K with the Securities and Exchange Commission. As a result of the Share Exchange, Beecham became a wholly-owned subsidiary. SBH is now a holding company with all of its operations conducted through Beecham, which primarily consist of construction of custom luxury homes in the areas around Atlanta, GA, as more fully discussed herein. As part of this transaction, Mary Merritt returned 65,750,000 shares held by her to the Company.

~~NOTE~~The 2acquisition –was ~~RECENT~~accounted ~~DEVELOPMENTS~~for as a reverse acquisition and recapitalization of Beecham. Beecham is the acquirer for accounting and financial reporting purposes, and SBH is the issuer. Accordingly, Beecham's historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger. Operations reported prior to the merger date are solely those of Beecham. No SBH operating results from prior to the merger date are included. Earnings per share for the periods prior to the merger are retroactively restated to reflect the equivalent number of shares outstanding.

~~During~~The ~~the~~assets ~~second~~and ~~fiscal~~liabilities ~~quarter~~ of ~~the~~Beecham ~~current~~have ~~fiscal~~been ~~year,~~brought ~~the~~forward ~~Company~~at ~~began~~their ~~considering~~book ~~the~~value, ~~change~~and ofno ~~its~~goodwill ~~business plan because it~~ has ~~not~~ been ~~able~~recognized. toCertain ~~raise~~corporate-related ~~sufficient~~liabilities ~~capital~~such toas ~~undertake~~accrued ~~all~~professional ~~aspects~~fees ofwere ~~that~~carried ~~business~~over ~~plan.~~from ~~It will finalize a decision during 2015~~SBH.

~~The~~After ~~Company~~the ~~has~~foregoing ~~entered~~transactions ~~discussions~~were tocompleted, ~~merge~~there ~~with~~are a90,250,000 ~~business~~shares ~~that~~of iscommon ~~involved~~stock inoutstanding. ~~the~~All ~~construction~~disclosures of ~~custom~~share ~~built~~amounts ~~luxury~~outstanding ~~homes.~~throughout ~~We cannot predict~~ the ~~likelihood~~financial orstatements ~~timing~~and offootnotes ~~this~~thereto ~~merger~~have ~~being~~been ~~completed.~~restated Ifto itgive ~~does~~retroactive ~~take~~effect ~~place,~~to ~~management~~the ~~and~~12.125 ~~ownership~~for ~~control~~one ofstock ~~the Company will change~~split.

In September 2015, certain accrued professional fees owed by the Company were reduced as a result of a negotiated fee discount. This reduction which amounts to about $18,000 is reflected in the Company’s financial statements as debt forgiveness income for the quarter ended October 31, 2015.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared ~~assuming~~in ~~that~~accordance with accounting principles generally accepted in the ~~Company~~United ~~will~~States ~~continue~~of America, which contemplates continuation of the Company as a going concern. AsThe ~~reflected~~Company is in the ~~accompanying~~early ~~financial~~stage ~~statements,~~of ~~the~~operations ~~Company~~and has novery ~~financial~~limited ~~resources~~capital and ~~has~~financing ~~generated~~sources. ~~very~~These ~~limited~~items ~~revenue~~raise ~~through~~substantial ~~October~~doubt ~~31,~~about ~~2015~~the Company’s ability to continue as a going concern without the attainment of additional sources of financing or profitable operations.

~~While~~In ~~the~~view ~~Company~~of isthese ~~attempting~~matters, torealization ~~generate~~of ~~additional revenues,~~ the Company’s ~~cash~~financial ~~position~~and ~~may~~operating ~~not~~objectives beis ~~sufficient~~dependent toupon ~~support~~ the Company’s ~~daily~~ability ~~operations.~~to ~~Management~~meet ~~believes~~its ~~that~~financial ~~the~~requirements ~~actions~~through ~~presently~~equity ~~being~~financing ~~taken~~and tosales ~~increase the number~~ of ~~seminars~~custom ~~given,~~homes. ~~which~~These ~~includes~~financial ~~attempting~~statements todo ~~break~~not ~~into~~include ~~the~~adjustments ~~market~~relating into the ~~United~~recovery ~~States,~~and ~~has~~classification ~~a realistic chance~~ of ~~succeeding.~~recorded ~~While~~asset ~~the~~amounts ~~Company~~and ~~believes~~classification ~~in the viability~~ of ~~its~~liabilities ~~strategy~~that tomight ~~increase~~be ~~revenues~~necessary ~~and~~should inthe ~~its~~Company ~~ability to raise additional funds, there can~~ be nounable ~~assurances~~ to ~~that effect. The Company’s ability to~~ continue asin ~~a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing~~existence.

The ~~financial~~Company ~~statements~~has doentered ~~not~~into ~~include~~agreements ~~any~~through ~~adjustments~~February ~~that~~10, ~~might~~2016, bewhich ~~necessary~~ if ~~the~~completed ~~Company~~successfully, iswill ~~unable~~generate ~~to continue as a going concern~~revenue. These include:

NOTE 4 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date of October 31, 2015 through December 11, 2015, the date these financial statements were issued. The Management of the Company determined that there were no reportable subsequent events to be disclosed except for the matters described in Note 2, and the following:

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Note Regarding Forward-Looking Statements

Certain matters discussed in this interim report on Form 10-Q are forward-looking statements. Such forward-looking statements contained in this annual report involve risks and uncertainties, including statements as to:

~~our~~In ~~future~~December ~~operating results~~2015, the Company entered into an agreement with another company to build and sell townhouses (see Note 5).

~~our~~The ~~business~~Company ~~prospects~~entered into a bank loan agreement for proceeds up to $1,000,000 to finance construction of the townhouse project (see Note 6).

~~our~~The ~~contractual~~Company ~~arrangements~~entered ~~and~~into ~~relationships~~four executed contracts to serve as a general contractor on projects with ~~third~~estimated ~~parties,~~total revenue in excess of $2,400,000.

·The Company also has received short-term loans aggregating $45,000 including $30,000 from the Company’s chief executive officer.

~~the~~NOTE ~~dependence~~4- ofNOTES ~~our~~PAYABLE ~~future~~RELATED ~~success on the general economy and its impact on the industries in which we may be involved,~~ PARTY

·The Company borrowed $30,000 in the form of a short term loan from its CEO, Michael Beecham. The loan was incurred on October 20, 2015, with an interest rate of 5% per annum. The loan is due in full with interest on 12/31/2016.

~~the~~The ~~adequacy~~Company borrowed $15,000 from a financial institution through its CEO in December of ~~our~~2015. ~~cash~~This ~~resources~~loan ~~and~~has ~~working~~a ~~capital~~six (6) month term. The loan is due in monthly installments ranging from $2,650 to $3,813 and matures on June 11, 2016.

·NOTE 5- Joint Venture Investment

In December 2015, the Company entered into an agreement with another company whereby the other ~~factors~~company ~~identified~~agreed to purchase land in ~~our~~Alpharetta, ~~filings~~GA ~~with~~on which the ~~SEC~~Company will build and sell townhouses. When the townhouses are sold, ~~press~~the ~~releases~~collective proceeds will be used to pay all of the Company’s direct and indirect construction costs and the other ~~public~~company’s ~~communications~~cost for the land (estimated to approximate $540,000). After all costs are covered, profits, if any, will be split equally by the two parties.

~~These~~The ~~forward-looking~~investment statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in ~~close proximity to such statements~~ and ~~which~~advance ~~could cause actual results~~ to ~~differ~~this ~~materially~~joint ~~from~~venture ~~those~~amount ~~anticipated~~is ~~as of the date of this Form 10-Q. Shareholders~~$13,315 potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of ~~the~~December ~~date~~31, ~~of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances~~2015.

The following discussion and analysis provides information which management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.9

~~This~~NOTE ~~management's~~6 ~~discussion~~– ~~and~~REAL ~~analysis~~ESTATE orLINE ~~plan~~OF of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter ended October 31, 2015. Because of its nature of a development stage company, the reported results will not necessarily reflect the future.CREDIT

~~Operations~~The Company entered into a land development line of credit with a financial institution for a total amount of $1,000,000 in connection with a joint venture agreement to build townhouses in Alpharetta, Georgia on December 21, 2015. The line of credit bears interest at 7.5% per annum and matures on December 21, 2017. Amounts advanced at December 31, 2015 amounted to $77,058. The line of credit is secured by the real estate being developed as townhomes for sale. Harry A. Beecham, Brent A. Beecham, and Michael R. Beecham have personally guaranteed the loan.

WeNOTE ~~qualify~~7 as– anSUBSEQUENT “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:EVENTS

·The Company has evaluated all events that occurred after the balance sheet date of December 31, 2015 through February 17, 2016, and identified the following reportable subsequent event:

~~have~~On anJanuary ~~auditor~~2, ~~report~~2016, onthe ~~our~~Company ~~internal~~entered ~~controls~~into ~~over~~one ~~financial~~executed ~~reporting~~contracts ~~pursuant~~ to ~~Section~~serve ~~404(b)~~as ofa ~~the~~general ~~Sarbanes-Oxley~~contractor ~~Act;~~on projects with estimated total revenue in excess of $1,100,000.

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

WeITEM ~~will~~2. ~~remain~~MANAGEMENT'S anDISCUSSION ~~“emerging~~AND ~~growth~~ANALYSIS ~~company”~~OF ~~for~~FINANCIAL upCONDITION toAND ~~five~~RESULTS ~~years,~~OF ~~or until the earliest of:~~OPERATION

i.Note Regarding Forward-Looking Statements

~~the~~Certain ~~last~~matters ~~day~~discussed ofin ~~the~~this ~~first~~interim ~~fiscal~~report ~~year~~on inForm ~~which~~10-Q ~~our~~are ~~total~~forward-looking statements. Such forward-looking statements contained in this annual ~~gross~~report ~~revenues~~involve ~~exceed~~risks $1and ~~billion~~uncertainties, including statements as to:

~~ii.~~·

~~the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of~~ our ~~ordinary~~future ~~shares~~operating ~~that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter~~results, or

~~iii.~~·

~~the~~our ~~date~~business onprospects, ~~which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.~~

~~Business Plan~~·

Since becoming president, Ms. Merritt has been working on her plans to develop and market the products that will be introduced. The overall process has been slowed down because it is necessary to raise funds. We also have become aware that it is extremely unlikely that we will be able to raise the funds necessary to complete our ~~planning~~contractual ~~and~~arrangements ~~start producing~~ and ~~marketing~~relationships ~~our~~with ~~products~~third ~~until~~parties, ~~and unless or until we receive a trading symbol for our common stock.~~

During the second fiscal quarter of the current fiscal year, the Company began considering the change of its business plan because it has not been able to raise sufficient capital to undertake all aspects of that business plan. It will finalize a decision during the 2015. ·

~~The Company has entered discussions to merge with a business that is involved in~~ the ~~construction~~dependence of ~~custom~~our ~~built~~future ~~luxury~~success ~~homes.~~on ~~We cannot predict~~ the ~~likelihood~~general oreconomy ~~timing~~and ofits ~~this~~impact ~~merger~~on ~~being~~the ~~completed.~~industries Ifin itwhich ~~does~~we ~~take~~may ~~place~~be involved, ~~management and ownership control of the Company will change.~~

~~Other~~·

Asthe aadequacy ~~corporate~~of ~~policy,~~our ~~we will not incur any~~ cash ~~obligations that we cannot satisfy with known~~ resources, ~~of which there are currently none except as described in “Liquidity” below~~ and~~/or~~ ~~elsewhere~~working ~~in this prospectus. We believe that the perception that many people~~capital, ~~including potential customers~~ and business associates, have of a public company make it more likely that they will be more likely to engage a public company for services or accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. However, there can be no assurances that we will be successful in any of those efforts even if we are a public entity. Additionally, issuance of restricted shares would necessarily dilute the percentage of ownership interest of our stockholders.

~~Liquidity~~·

Weother ~~currently~~factors ~~have~~identified noin ~~funds or source of funds. We intend to seek financing through contacts of~~ our ~~President.~~filings Wewith ~~believe~~the ~~that we need to raise funds ranging from $100~~SEC,~~000~~ topress ~~$250,000~~releases ~~to complete testing~~ and ~~then~~other ~~manufacturing~~public ~~our initial product~~communications.

WeThese ~~cannot~~forward-looking ~~provide~~statements ~~any~~can ~~assurances~~generally ~~about~~be identified as such because the ~~likelihood~~context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or ~~timing~~words of ~~being~~similar ~~successful~~meaning. inSimilarly, ~~obtaining~~statements ~~funding~~that describe our future plans, objectives or goals are also forward-looking statements. WeSuch ~~have~~forward-looking ~~become~~statements ~~aware~~are ~~that~~subject itto iscertain ~~extremely~~risks ~~unlikely~~and ~~that~~uncertainties wewhich ~~will~~are bedescribed ~~able~~in close proximity to ~~raise~~such ~~the~~statements ~~funds~~and ~~necessary~~which could cause actual results to ~~complete~~differ ~~our~~materially ~~planning~~from ~~and~~those ~~start~~anticipated ~~producing~~as of the date of this Form 10-Q. Shareholders, potential investors and ~~marketing~~other ~~our~~readers ~~products~~are ~~until~~urged to consider these factors in evaluating the forward-looking statements and ~~unless~~are wecautioned ~~receive~~not ato ~~trading~~place ~~symbol~~undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

InThe ~~September~~following ~~2015,~~discussion ~~certain~~and ~~accrued~~analysis ~~professional~~provides ~~fees~~information ~~owed~~which bymanagement ~~the~~believes ~~Company~~to ~~were~~be ~~reduced~~relevant asto aan ~~result~~assessment and understanding of athe ~~negotiated~~Company's ~~fee~~results ~~discount.~~of ~~This~~operations ~~reduction~~and ~~which~~financial ~~amounts~~condition. toThis ~~about~~discussion ~~$18,000~~should isbe ~~reflected~~read intogether with the Company’'s financial statements asand ~~debt~~the ~~forgiveness~~notes ~~income~~to ~~for~~financial ~~the~~statements, ~~quarter~~which ~~ended~~are ~~October~~included ~~31,~~in ~~2015~~this report.

~~Our~~This ~~independent~~management's ~~registered~~discussion ~~auditors~~and ~~included~~analysis anor ~~explanatory~~plan ~~paragraph~~of inoperation ~~their~~should ~~opinion~~be onread ~~our~~in ~~financial~~conjunction ~~statements~~with asthe offinancial ~~January~~statements ~~31,~~and ~~2015,~~notes ~~that~~thereto ~~states~~of ~~that~~the ~~our~~Company ~~lack~~for ofthe ~~resources~~quarter ~~causes~~ended ~~substantial~~December ~~doubt~~31, ~~about~~2015. ~~our~~Because ~~ability~~of toits ~~continue~~nature asof a ~~going~~development ~~concern.~~stage Nocompany, ~~assurances~~the ~~can~~reported beresults ~~given that we~~ will ~~generate~~not ~~sufficient~~necessarily ~~revenue~~reflect orthe ~~obtain any financing that may be necessary in order to continue as a going concern~~future.

~~Recent~~Business ~~Accounting Pronouncements~~Operations

~~The~~During ~~Company~~the ~~has~~three-month ~~implemented~~periods ~~all~~ended ~~new~~December ~~accounting~~30, ~~pronouncements~~2015 ~~that are in effect~~ and ~~that~~2014, ~~may~~the ~~impact~~company devoted its ~~financial~~efforts ~~statements~~to ~~and~~restarting ~~does~~operations ~~not believe~~ that ~~there~~its ~~are~~management ~~any~~had ~~other~~conducted ~~new~~prior ~~accounting~~to ~~pronouncements~~the ~~that~~recession ~~have~~of ~~been~~2008 ~~issued~~and 2009 that ~~might~~severely ~~have~~impacted athe ~~material~~home ~~impact~~building onbusiness. ~~its~~Operations ~~financial~~for ~~position~~this orperiod ~~results of operations.~~were:


		2015		2014
Contracting revenue	$	79,060	$	265,597
Cost of contracting revenue		64,903		239,720
Gross margin on contracting operations		14,157		25,877

Operating expenses
Selling, general and administrative		62,944		5,639
Compensation		39,072		11,164
Total operating expenses		102,016		16,803

Net income (loss)	$	(87,859)	$	9,074

~~Critical~~The ~~Accounting~~revenue ~~Policies~~for the period relates to one project in 2015 and two projects in 2014. During the three months ended December 31, 2015, Beecham received several contracts the work for which will be performed in 2016. The Company also committed significant time in planning a townhouse project that is described below. General and administrative expenses in 2015 increased principally because of professional fees ($21,540), liability insurance ($6,351) and marketing ($5,818).

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. 11

AnIn ~~accounting~~December policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. 2015:

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements included in our Annual Report on Form 10-K includes a summary of the significant accounting policies and methods used in the preparation of our financial statements. ·

~~Seasonality~~The Company entered into an agreement with another company whereby the other company agreed to purchase land in Alpharetta, GA on which the Company will build and sell townhouses. When the townhouses are sold the collective proceeds will be used to pay all of the Company’s direct and indirect construction costs and the other company’s cost for the land (estimated to approximate $540,000). After all costs are covered, profits, if any, will be split equally by the two parties.

~~We do not yet have a basis to determine whether our business will be seasonal.~~·

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~entered into a bank loan agreement for proceeds up to $1,000,000 to finance construction of the townhouse project of which $77,058 was drawn down at December 31, 2015. Harry A. Beecham, Brent A. Beecham, and Michael R. Beecham have personally guaranteed the loan and the land on which the project will be built has been pledged as collateral.

We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future·

~~ITEM~~The 3Company entered into four executed contracts to serve a general contractor with estimated total revenue in excess of $2,400,000.

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~·

~~Pursuant~~The toCompany ~~Item~~also ~~305(e)~~has ofreceived ~~Regulation S~~short-Kterm (§loans ~~229.305(e))~~aggregating $45,000 from the Company’s ischief ~~not~~executive ~~required to provide the information required by this Item~~officer.

~~ITEM 4~~·

~~CONTROLS~~The ~~AND~~Company ~~PROCEDURES~~is also negotiating several other General Contractor Agreements but cannot provide assurances as to the likelihood or timing of receiving these contracts.

~~Management’s Report on Internal Controls over Disclosure Controls and Procedures and Financial Reporting~~Other

~~Our~~As ~~management~~a iscorporate ~~responsible~~policy, ~~for~~we ~~establishing~~will ~~and~~not ~~maintaining~~incur ~~adequate~~any ~~internal~~cash ~~control~~obligations ~~over~~that ~~financial~~we ~~reporting. The~~cannot ~~Company's~~satisfy ~~internal~~with ~~control~~known ~~over~~resources, ~~financial~~of ~~reporting~~which isthere ~~designed~~are tocurrently ~~provide~~none ~~reasonable~~except ~~assurance~~as ~~regarding~~described in “Liquidity” below and/or elsewhere in this prospectus. We believe that the ~~reliability~~perception ofthat ~~financial~~many ~~reporting~~people, including potential customers and ~~the~~business ~~preparation~~associates, have of ~~financial~~a ~~statements~~public ~~for~~company ~~external~~make ~~purposes~~it inmore ~~accordance~~likely ~~with~~that ~~generally~~they ~~accepted~~will ~~accounting~~be ~~principles~~more ~~and~~likely to ~~provide~~engage ~~reasonable~~a ~~assurance~~public ~~that~~company ~~information~~for ~~required~~services toor beaccept ~~disclosed~~restricted insecurities ~~the~~from ~~reports~~a ~~that~~public ~~the~~company ~~Company~~as ~~files~~consideration orfor ~~submits~~indebtedness ~~under~~to ~~the~~them ~~Securities~~than ~~Exchange~~they ~~Act~~would offrom ~~1934,~~a asprivate ~~amended~~company. ~~(the~~We ~~“Exchange~~have ~~Act”)~~not performed any studies of this matter. Our conclusion is ~~recorded,~~based ~~processed~~on our own observations. However, ~~summarized~~there ~~and~~can ~~reported~~be ~~within~~no ~~the~~assurances ~~time~~that ~~periods~~we ~~specified~~will be successful in any of those efforts even if we are a public entity. Additionally, issuance of restricted shares would necessarily dilute the ~~SEC’s~~percentage ~~rules~~of ~~and~~ownership ~~forms~~interest of our stockholders.

~~Our internal control over disclosure controls and procedures and financial reporting includes those policies and procedures that:~~Liquidity

·Operating activities used $60,630 in cash for the three months ended December 31, 2015, as compared with $7,357 used for the three months ended December 31, 2014. Our negative operating cash flow for December 31, 2015 was mainly a result of our net loss and decrease in account payable or the period, offset by the effects of the decrease in accounts receivable.

~~Pertain~~Financing toactivities for the ~~maintenance~~three ofmonths ~~records~~ended ~~that~~December 31, in2015 ~~reasonable~~generated ~~detail~~$122,058 ~~accurately~~in ~~and~~cash, ~~fairly~~as ~~reflect~~compared ~~the~~with ~~transactions~~cash ~~and~~flows ~~dispositions~~provided by financing activities of $0 for the ~~assets~~three months ended December 31, 2014. Proceeds from financing activities consisted primarily of ~~the~~proceeds ~~Company;~~from Loan

·We currently have no committed source of funds. However, our current projects do not require significant independent financing since our customers generally make regular progress payments which are used to pay our contractors and vendors.

~~Provide~~Our ~~reasonable~~independent ~~assurance~~registered ~~that~~auditors ~~transactions~~included ~~are~~an ~~recorded~~explanatory asparagraph ~~necessary~~in totheir ~~permit~~opinion ~~preparation~~on ofour financial statements as of September 30, 2015, that states that our lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain any financing that may be necessary in ~~accordance~~order ~~with~~to ~~generally~~continue ~~accepted~~as ~~accounting~~a ~~principles,~~going ~~and~~concern.

·Off Balance Sheet Arrangements

We do not have any transactions, arrangements and other relationships with unconsolidated entities that will affect our ~~receipts~~liquidity ~~and~~or ~~expenditures~~capital ~~are~~resources. ~~being~~We ~~made~~have ~~only~~no special purpose entities that provide off-balance sheet financing, liquidity or market or credit risk support, nor do we engage in ~~accordance~~swap ~~with~~agreements, ~~authorizations~~or outsourcing of research and development services, that could expose us to liability that is not reflected on the ~~Company's~~face ~~management~~of ~~and~~our ~~directors;~~financial ~~and~~statements.

·Recent Accounting Pronouncements

~~Provide~~The ~~reasonable~~Company ~~assurance~~has ~~regarding~~implemented ~~prevention~~all ornew ~~timely~~accounting ~~detection~~pronouncements ofthat ~~unauthorized~~are ~~acquisition,~~in ~~use~~effect orand ~~disposition~~that ofmay ~~our~~impact ~~assets~~its financial statements and does not believe that ~~could~~there are any other new accounting pronouncements that have been issued that might have a material ~~effect~~impact on ~~the~~its financial ~~statements~~position or results of operations.

AsCritical ofAccounting ~~October~~Policies 31, 2015, our management conducted an assessment of the effectiveness of the Company's internal control over disclosure controls and procedures and financial reporting. In making this assessment, management followed an approach based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”). Based on this assessment, management determined that the Company's internal control over disclosure controls and procedures and financial reporting as of October 31, 2015 was not effective. The Company was unable to prepare and release this report in a timely manner, indicating a significant weakness in the financial reporting process. Ineffective internal control over financial reporting can result in errors or other problems in our financial statements. In addition, our internal control over financial reporting is not required to be audited by our independent registered public accounting firm. In the future, if we are unable to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline. Failure to maintain effective internal control over financial reporting could also result in investigation or sanctions by regulatory authorities.

~~During~~The ~~the~~preparation ~~quarter~~of ~~ended~~financial ~~October~~statements ~~31,~~and ~~2015,~~related ~~there~~notes ~~were~~requires nous ~~changes~~to inmake ~~the~~judgments, ~~Company's~~estimates, ~~internal~~and ~~control~~assumptions ~~over~~that ~~financial~~affect ~~reporting~~the ~~that~~reported ~~have~~amounts ~~materially~~of ~~affected~~assets, orliabilities, ~~are~~revenue ~~reasonably~~and ~~likely to materially affect~~expenses, ~~its~~and ~~internal~~related ~~control over~~ disclosure ~~controls~~of ~~and~~contingent ~~procedures~~assets and ~~financial reporting~~liabilities.

~~The~~An ~~Company’s~~accounting ~~management,~~policy ~~including~~is ~~the~~considered ~~Company’s~~to ~~CEO/CFO,~~be ~~does~~critical ~~not~~if ~~expect~~it ~~that~~requires ~~the~~an ~~Company’s~~accounting ~~disclosure~~estimate ~~controls~~to ~~and~~be ~~procedures~~made orbased ~~the~~on ~~Company’s~~assumptions ~~internal~~about ~~controls~~matters ~~will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance~~ that ~~the objectives of the control system~~ are ~~met.~~highly ~~Further,~~uncertain at the ~~design~~time ~~of a control system must reflect~~ the ~~fact~~estimate ~~that~~is ~~there are resource constraints~~made, and ~~the~~if ~~benefits~~different ofestimates ~~controls~~that ~~must~~reasonably becould ~~considered~~have ~~relative~~been toused, ~~their~~or ~~costs.~~changes ~~Because of the inherent limitations~~ in ~~all control systems, no evaluation of~~ the ~~controls~~accounting ~~can~~estimates ~~provide absolute assurance~~ that ~~all~~are ~~control~~reasonably ~~issues~~likely ~~and~~to ~~instances~~occur ~~of fraud~~periodically, ifcould ~~any,~~materially ~~within~~impact the ~~Company~~financial ~~have been detected~~statements.

~~This~~Financial ~~quarterly~~Reporting ~~report~~Release ~~does~~No. ~~not~~60 ~~include~~requires anall ~~attestation~~companies ~~report~~to ofinclude ~~the~~a ~~Company's~~discussion ~~registered~~of ~~public~~critical accounting ~~firm~~policies ~~regarding~~or ~~internal~~methods ~~control~~used ~~over~~in ~~financial~~the ~~reporting.~~preparation ~~Management's~~of ~~report~~financial ~~was~~statements. ~~not~~Note ~~subject~~3 to ~~attestation by~~ the ~~Company's~~financial ~~registered~~statements, ~~public~~included ~~accounting~~elsewhere ~~firm~~in ~~pursuant~~this toAnnual ~~rules~~Report ofon ~~the~~Form ~~Securities~~10-K, ~~and~~includes ~~Exchange~~a ~~Commission~~summary ~~that~~of ~~permit~~ the ~~Company~~significant toaccounting ~~provide~~policies ~~only~~and ~~management's~~methods ~~report~~used in ~~this~~the ~~quarterly~~preparation ~~report~~of our financial statements.

~~PART II~~Seasonality

~~Item~~We 1do not yet have a basis to determine whether our business will be seasonal. However, building gets disrupted during the winter months and also demand falls during economic downturns.

~~Legal~~ITEM ~~Proceedings~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~None~~Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.

~~Item~~ITEM 1A4. CONTROLS AND PROCEDURES

~~Risk~~Management’s ~~Factors~~Report on Internal Controls over Disclosure Controls and Procedures and Financial Reporting

~~You~~Our ~~should~~management beis ~~aware~~responsible ~~that~~for ~~there~~establishing ~~are~~and ~~various~~maintaining ~~risks~~adequate tointernal ancontrol ~~investment~~over infinancial ~~our~~reporting. ~~common~~The ~~stock.~~Company's ~~You~~internal ~~should~~control ~~carefully~~over ~~consider~~financial ~~these~~reporting ~~risk~~is ~~factors,~~designed ~~together~~to ~~with~~provide ~~all~~reasonable assurance regarding the reliability of financial reporting and the ~~other~~preparation ~~information~~of ~~included~~financial statements for external purposes in ~~this~~accordance ~~Report,~~with ~~before~~generally ~~you~~accepted ~~decide~~accounting principles and to ~~invest~~provide reasonable assurance that information required to be disclosed in ~~shares~~the reports that the Company files or submits under the Securities Exchange Act of ~~our~~1934, ~~common~~as ~~stock.~~amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms..

IfOur ~~any~~internal ofcontrol ~~the~~over ~~following~~disclosure ~~risks~~controls ~~develop~~and ~~into~~procedures ~~actual~~and ~~events, then our business,~~ financial ~~condition,~~reporting ~~results~~includes ofthose ~~operations~~policies and~~/or~~ ~~prospects~~procedures ~~could be materially adversely affected. If~~ that ~~happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.~~ :

~~Risks Related to the Business~~·

1.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

SBH is an early stage company and has no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.·

~~SBH~~Provide isreasonable anassurance ~~early~~that ~~stage~~transactions ~~company~~are ~~with~~recorded aas ~~business~~necessary ~~plan~~to ~~but~~permit nopreparation ~~financial~~of ~~resources. Our independent registered auditors included an explanatory paragraph in their opinion on our~~ financial statements asin ofaccordance ~~and~~with ~~for~~generally ~~the~~accepted ~~fiscal~~accounting ~~year ended January 31~~principles, 2015 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.and

13·

2.that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

SBH is and will continue to be completely dependent on the services of our president for its current business plan, Mary Merritt, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.·

~~SBH’s~~Provide ~~current~~reasonable ~~operations~~assurance ~~and~~regarding ~~business~~prevention ~~strategy~~or ~~are~~timely ~~completely~~detection ~~dependent upon the knowledge and business connections~~ of ~~Ms.~~unauthorized ~~Merritt.~~acquisition, ~~She~~use ~~is under no contractual obligation to remain employed by us. If she should choose to leave us for any reason~~ or ifdisposition ~~she becomes ill and is unable to work for an extended period~~ of ~~time before we have hired additional personnel,~~ our ~~operations~~assets ~~will~~that ~~likely fail. Even if we are able to find additional personnel, it is uncertain whether we~~ could ~~find~~have ~~someone~~a ~~who~~material ~~could~~effect ~~develop~~on ~~our business along~~ the ~~lines~~financial ~~described in this prospectus~~statements. ~~We will fail without the services of Ms. Merritt or an appropriate replacement(s).~~

WeAs ~~intend~~of toDecember ~~acquire~~31, ~~key-man~~2015, ~~life~~our ~~insurance~~management onconducted an assessment of the ~~life~~effectiveness of ~~Ms.~~the ~~Merritt~~Company's ~~naming~~internal ~~SBH~~control asover ~~the~~disclosure ~~beneficiary~~controls ~~when~~and procedures and iffinancial wereporting. ~~obtain~~In ~~the~~making ~~resources~~this toassessment, domanagement sofollowed ~~and~~an ifapproach ~~she~~based ison ~~insurable.~~the Weframework ~~have~~set ~~not~~forth ~~yet~~in ~~procured~~Internal ~~such~~Control-Integrated ~~insurance,~~Framework ~~and~~issued ~~there~~by isthe noCommittee ~~guarantee~~of ~~that~~Sponsoring weOrganizations ~~will~~of bethe ~~able~~Treadway toCommission ~~obtain~~(known ~~such~~as ~~insurance~~“COSO”). inBased ~~the~~on ~~future.~~this ~~Accordingly~~assessment, itmanagement isdetermined ~~important~~ that wethe ~~are~~Company's ~~able~~internal tocontrol ~~attract,~~over ~~motivate~~disclosure controls and ~~retain~~procedures ~~highly~~and ~~qualified~~financial ~~and~~reporting ~~talented~~as ~~personnel~~of ~~and~~December ~~independent~~31, ~~contractors.~~2015 was effective.

3During the quarter ended December 31, 2015, there were changes in the Company's internal control over financial reporting intended to enhance overall internal control over disclosure controls and procedures and financial reporting.

~~The level of demand for our newly-planned products cannot be predicted.~~ 13

WeThe ~~will~~Company’s bemanagement, ~~introducing~~including ~~new~~the ~~products~~Company’s ifCEO weand ~~are~~CFO, ~~able~~does tonot ~~obtain~~expect ~~financing.~~that ~~The~~the ~~first~~Company’s ~~planned~~disclosure ~~product~~controls and procedures or the Company’s internal controls will ~~enable~~prevent ~~customers~~all toerrors ~~keep~~and ~~track~~all offraud. A control system, no matter how well conceived and ~~locate~~operated, ~~their~~can ~~pets~~provide ~~using~~only anreasonable, ~~app~~not onabsolute, ~~their~~assurance ~~smartphones~~that the objectives of the control system are met. WeFurther, the design of a control system must reflect the fact that there are ~~unable~~resource constraints, and the benefits of controls must be considered relative to ~~predict~~their costs. Because of the ~~likely~~inherent ~~demand~~limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, ~~for~~within ~~this~~the ~~product~~Company have been detected.

4This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

WePART intend to become subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.II

WeITEM ~~are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder~~1. InLEGAL order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.PROCEEDINGS

5.None

~~Mary~~ITEM ~~Merritt,~~1A. ~~our~~RISK chief executive officer, chief financial officer and principal accounting officer has no significant experience managing a public company and no meaningful financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others.FACTORS

~~Mary~~You ~~Merritt~~should ~~has no significant experience managing a public company and no meaningful financial reporting education or experience. She is and will~~ be ~~heavily~~aware ~~dependent~~that onthere ~~engaging and dealing with outside professional advisors, primarily lawyers and financial advisors/accountants who~~ are ~~and~~various ~~will~~risks ~~not~~to bean ~~affiliated~~investment ~~with~~in our ~~independent~~common ~~auditors~~stock. WeYou ~~have~~should nocarefully ~~formal~~consider ~~arrangements~~these ~~with~~risk ~~professionals~~factors, totogether ~~help~~with ~~Ms.~~all ~~Merritt~~of ~~and~~the ~~cannot~~other ~~provide~~information ~~any~~included ~~assurances~~in ~~that~~this weReport, ~~will~~before beyou ~~able~~decide to ~~establish~~invest ~~arrangements~~in ~~with~~shares ~~professionals~~of onour ~~terms~~common ~~or costs that are acceptable or affordable to us~~stock.

6If any of the following risks develop into actual events, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.

~~Our~~Risks ~~internal~~Related ~~controls may be inadequate, which could cause our financial reporting~~ to ~~be unreliable and lead to misinformation being disseminated to~~ the ~~public.~~Business

~~Our~~SBH ~~management~~ is ~~responsible~~an ~~for~~early ~~establishing~~stage company and ~~maintaining~~has ~~adequate~~limited ~~internal control over~~ financial ~~reporting~~resources. AsOur ~~defined~~independent inregistered ~~Exchange~~auditors’ ~~Act~~report ~~Rule~~includes ~~13a-15(f),~~an ~~internal~~explanatory ~~control~~paragraph ~~over~~stating ~~financial~~that ~~reporting~~there is asubstantial ~~process~~doubt ~~designed~~about ~~by,~~our orability ~~under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel,~~ to ~~provide~~continue ~~reasonable~~as ~~assurance~~a ~~regarding~~going the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: concern.

14SBH is an early stage company with a business plan but no financial resources. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal period ended September 30, 2015 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.

·Our home sales and operating revenues could decline due to macro-economic and other factors outside of our control, such as changes in consumer confidence, declines in employment levels and increases in the quantity and decreases in the price of new homes and resale homes in the market.

~~pertain~~Changes toin national and regional economic conditions, as well as local economic conditions where we conduct our operations and where prospective purchasers of our homes live, may result in more caution on the ~~maintenance~~part of ~~records~~homebuyers ~~that~~and, consequently, fewer home purchases. These economic uncertainties involve, among other things, conditions of supply and demand in ~~reasonable~~local ~~detail~~markets ~~accurately~~and changes in consumer confidence and ~~fairly~~income, ~~reflect~~employment ~~the~~levels ~~transactions~~and government regulations. These risks and ~~dispositions~~uncertainties ofcould periodically have an adverse effect on consumer demand and the ~~assets~~pricing of our homes, which could cause our operating revenues to decline. Additional reductions in our revenues could, in turn, further negatively affect the ~~Company;~~market price of our securities.

·The homebuilding industry is cyclical. A severe downturn in the industry, as recently experienced, could adversely affect our business, results of operations and stockholders' equity.

~~provide~~During ~~reasonable~~periods ~~assurance~~of ~~that~~downturn ~~transactions~~in ~~are~~the ~~recorded~~industry, ashousing ~~necessary~~markets toacross ~~permit~~the ~~preparation~~United States may experience an oversupply of ~~financial~~both ~~statements~~new and resale home inventory, an increase in ~~accordance~~foreclosures, ~~with~~reduced ~~generally~~levels ~~accepted~~of ~~accounting~~consumer ~~principles~~demand for new homes, ~~and~~increased ~~that~~cancellation ~~receipts~~rates, aggressive price competition among homebuilders and ~~expenditures~~increased ofincentives for home sales. In the ~~Company~~event ~~are~~of ~~being~~a ~~made~~downturn, ~~only~~we may temporarily experience a material reduction in ~~accordance~~revenues ~~with~~and ~~authorizations~~margins. Continued weakness in the homebuilding market could adversely affect our business, results of ~~management~~operations and~~/or~~ ~~directors~~stockholders' ofequity ~~the~~as ~~Company;~~compared to prior periods and could result in additional inventory impairments in the future.

·14

~~provide~~We ~~reasonable~~are ~~assurance~~dependent ~~regarding~~on ~~prevention~~the orcontinued ~~timely~~availability ~~detection~~and ofsatisfactory ~~unauthorized~~performance ~~acquisition, use or disposition~~ of ~~the~~our ~~Company's~~subcontractors, ~~assets~~which, ~~that~~if unavailable, could have a material adverse effect on ~~the~~our ~~financial statements~~business.

~~Our~~We ~~internal~~conduct ~~controls~~our ~~may~~land ~~become~~development ~~inadequate~~and orconstruction ~~ineffective~~operations ifonly ~~our~~as ~~operations~~a ~~grow~~general contractor. Virtually all land development and construction work is performed by unaffiliated third-party subcontractors. As a consequence, ~~which~~we ~~could~~depend ~~cause~~on the continued availability of and satisfactory performance by these subcontractors for the development of our ~~financial~~land ~~reporting~~and toconstruction of our homes. There may not be ~~unreliable~~sufficient availability of and ~~lead~~satisfactory toperformance ~~misinformation~~by ~~being~~these ~~disseminated~~unaffiliated tothird-party subcontractors in the ~~public~~markets in which we operate. ~~Investors~~In ~~relying~~addition, ~~upon~~inadequate ~~this~~subcontractor ~~misinformation~~resources ~~may~~could ~~make~~have ana ~~uninformed~~material ~~investment~~adverse ~~decision~~effect on our business.

7A substantial increase in mortgage interest rates, the unavailability of mortgage financing or a change in tax laws regarding the deductibility of mortgage interest may reduce consumer demand for our homes.

~~Having~~Substantially ~~only~~all ~~one~~purchasers ~~director~~of ~~limits~~ our homes finance their acquisition with mortgage financing. Housing demand is adversely affected by reduced availability of mortgage financing and factors that increase the upfront or monthly cost of financing a home such as increases in interest rates, insurance premiums, or limitations on mortgage interest deductibility. The recent decrease in the willingness and ability of lenders to ~~establish~~make ~~effective~~home ~~independent~~mortgage ~~corporate~~loans, ~~governance~~the ~~procedures~~tightening of lending standards and ~~increases~~the limitation of financing product options, have made it more difficult for homebuyers to obtain acceptable financing. Any substantial increase in mortgage interest rates or unavailability of mortgage financing may adversely affect the ~~control~~ability of prospective first-time and move-up homebuyers to obtain financing for our ~~president~~homes, ~~over~~as ~~operations~~well as adversely affect the ability of prospective move-up homebuyers to sell their current homes. A disruption in the credit markets and/or the curtailed availability of mortgage financing may adversely affect, our business, ~~decisions~~financial condition, results of operations and cash flows as it has in the past few years.

We ~~have~~are ~~only~~subject ~~one~~to ~~director,~~extensive ~~who~~government isregulation ~~also~~which ~~our~~could ~~principal~~cause ~~executive~~us ~~officer. Accordingly, we cannot establish board committees comprised of independent members~~ to ~~oversee~~incur ~~functions~~significant ~~like~~liabilities ~~compensation~~ or ~~audit~~restrict ~~issues.~~our In addition, a tie vote of board members is decided in favor of the chairman, which gives her significant control over all corporate issues, including all major decisions on operations and corporate matters such as approving business ~~combinations~~activities.

~~Until~~Regulatory werequirements ~~have~~could acause ~~larger~~us ~~board~~to ofincur ~~directors~~significant ~~that~~liabilities ~~would~~and ~~include~~operating ~~some~~expenses ~~independent~~and ~~members~~could restrict our business activities. We are subject to local, ifstate ~~ever~~and federal statutes and rules regulating, ~~there~~among ~~will~~other bethings, ~~limited~~certain ~~oversight~~developmental matters, building and site design, and matters concerning the protection of ~~our~~health ~~president’s~~and ~~decisions~~the environment. Our operating expenses may be increased by governmental regulations such as building permit allocation ordinances and ~~activities~~impact and ~~little~~other ~~ability~~fees ~~for~~and ~~minority~~taxes, ~~shareholders~~which may be imposed to ~~challenge~~defray orthe ~~reverse~~cost ~~those~~of ~~activities~~providing certain governmental services and ~~decisions~~improvements. Other governmental regulations, ~~even~~such ifas ~~they~~building ~~are~~moratoriums ~~not~~and “no growth” or “slow growth” initiatives, which may be adopted in ~~the~~communities ~~best~~which ~~interests~~have ofdeveloped ~~minority~~rapidly, ~~shareholders~~may cause delays in new home communities or otherwise restrict our business activities resulting in reductions in our revenues. Any delay or refusal from government agencies to grant us necessary licenses, permits and approvals could have an adverse effect on our operations.

8We may be subject to significant potential liabilities as a result of construction defect, product liability and warranty claims made against us.

~~Mary~~As ~~Merritt~~a homebuilder, ~~our~~we ~~president~~are subject to construction defect, ~~will~~product ~~make~~liability ~~all~~and ~~decisions~~home ~~concerning~~warranty ~~her~~claims, ~~compensation~~including ~~for~~moisture intrusion and related claims, arising in the ~~foreseeable~~ordinary ~~future~~course of business. These ~~decisions~~claims ~~may~~are ~~not~~common beto in the ~~best~~homebuilding ~~interests~~industry ofand ~~other~~can ~~investors~~be costly.

~~There~~With isrespect noto ~~employment~~certain ~~contract~~general ~~with~~liability ~~Mary~~exposures, ~~Merritt~~including atconstruction ~~this~~defect ~~time;~~claims, ~~nor~~product ~~are~~liability ~~there~~claims ~~any~~and ~~agreements~~related ~~for~~claims, ~~compensation~~interpretation inof ~~the~~underlying current and future. ~~Ms.~~trends, ~~Merritt’s~~assessment ~~compensation~~of ~~has~~claims ~~not~~and ~~been~~the ~~fixed~~related orliability ~~based~~and onreserve ~~any~~estimation ~~percentage~~process ~~calculations~~is highly judgmental due to the complex nature of these exposures, with each exposure exhibiting unique circumstances. ~~She~~Furthermore, ~~will~~once ~~make~~claims ~~all~~are ~~decisions~~asserted ~~determining~~for construction defects, it can be difficult to determine the ~~amount~~extent ~~and~~to ~~timing~~which the assertion of ~~her~~these ~~compensation~~claims will expand geographically. Although we have obtained insurance for ~~the~~construction ~~foreseeable~~defect ~~future~~claims ~~until,~~subject ifto ~~ever~~applicable self-insurance retentions, wesuch ~~have~~policies amay ~~sufficient~~not ~~number~~be ofavailable ~~directors~~or adequate to ~~establish~~cover aliability ~~compensation~~for ~~committee~~damages, the cost of repairs, and/or the ~~board~~expense of ~~directors.~~litigation ~~Ms.~~surrounding ~~Merritt’s~~current ~~decisions~~claims, ~~about~~and ~~her~~future ~~compensation~~claims may arise out of events or circumstances not becovered inby ~~the~~insurance ~~best~~and ~~interests~~not ofsubject ~~other~~to ~~shareholders~~effective indemnification agreements with our subcontractors.

~~Risks~~Many ~~Related~~of toour ~~Our~~potential ~~Common~~competitors ~~Stock~~have significantly greater financial and marketing resources than do we.

9Many of our potential competitors have significantly greater financial and marketing resources than do we. Many of these potential competitors have sophisticated management, are in a position to purchase inventory at the lowest prices and have the ability to advertise in a wide variety of media, including television. There are no assurances that our brand will be successful.

~~Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.~~15

We ~~have~~are noand ~~committed source of financing. Wherever possible, our board of directors~~ will ~~attempt~~continue to ~~use~~be ~~non-cash~~completely ~~consideration~~dependent toon ~~satisfy obligations. In many instances, we believe that~~ the ~~non-cash~~services ~~consideration will consist~~ of ~~restricted~~our ~~shares~~principal ofofficers ~~our~~Harry ~~common stock~~A., ~~Our~~Michael ~~board~~R. ofand ~~directors~~Brent ~~has~~A. ~~authority~~Beecham, ~~without action or vote of~~ the ~~shareholders,~~loss ~~to issue all or part~~ of ~~the~~whose ~~authorized~~services ~~but~~may ~~unissued~~cause ~~shares. In addition, if a trading market develops for~~ our ~~common~~business ~~stock,~~operations ~~we may attempt~~ to ~~raise capital by selling shares of our common stock~~fail, ~~possibly~~and atwe awill ~~discount~~need to ~~market.~~engage ~~These~~and ~~actions~~retain ~~will~~qualified ~~result~~employees inand ~~dilution~~consultants ofto ~~the ownership interests of existing shareholders may~~ further ~~dilute~~implement ~~common~~our ~~stock book value, and that dilution may be material~~strategy.

10Our current operations and business strategy are completely dependent upon the knowledge and business connections of Harry A., Michael R. and Brent A. Beecham. They are under no contractual obligation to remain employed by us. If any or all of them should choose to leave us for any reason or if one or more becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described herein. We will fail without the services of the Beechams or an appropriate replacement(s).

~~The~~We ~~interests~~intend to acquire key-man life insurance on the life of ~~shareholders~~Michael ~~may~~R. beand ~~hurt~~Brent ~~because~~A. weBeecham ~~can~~naming ~~issue~~SBH ~~shares~~as ofthe ~~our~~beneficiary ~~common~~when ~~stock~~and if we obtain the resources to ~~individuals~~do orso ~~entities~~and ~~that~~if ~~support~~each ~~existing~~is ~~management~~insurable. ~~with~~We have not yet procured such ~~issuances~~insurance, ~~serving~~and there is no guarantee that we will be able to ~~enhance~~obtain ~~existing~~such ~~management’s~~insurance ~~ability~~in the future. Accordingly, it is important that we are able to ~~maintain~~attract, ~~control~~motivate ofand ~~our~~retain ~~Company~~highly qualified and talented personnel and independent contractors.

~~Our~~We ~~president~~intend ~~owns~~to abecome ~~significant~~subject ~~majority~~to ~~of outstanding shares. In addition, our board of directors has authority, without action or vote of~~ the ~~shareholders,~~periodic toreporting ~~issue~~requirements ~~all or part~~ of the ~~authorized~~Exchange ~~but~~Act ~~unissued~~that ~~common~~will ~~shares.~~require ~~Such~~us ~~issuances may be issued~~ to ~~parties~~incur oraudit ~~entities~~fees ~~committed to supporting existing management~~ and ~~the~~legal ~~interests~~fees ofin ~~existing~~connection ~~management~~with ~~which may not be~~ the ~~same~~preparation ~~as the interests~~ of ~~other~~such ~~shareholders~~reports. ~~Although~~These ~~transactions,~~additional ~~other~~costs ~~than~~could ~~those~~reduce ~~described in this prospectus, are not currently being contemplated~~ or ~~discussed,~~eliminate our ability to ~~issue~~earn ~~shares~~a without shareholder approval serves to enhance existing management’s ability to maintain control of our Company or participate in other transactions, including entering into possible business combinations, without the support of other shareholdersprofit.

15We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

11Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our ~~chief~~management ~~executive~~is ~~officer~~responsible ~~controls~~for ~~all~~establishing ~~corporate~~and ~~activities~~maintaining ~~and~~adequate ~~can~~internal ~~approve~~control ~~all~~over ~~transactions~~financial reporting. As defined in Exchange Act Rule 13a-15(f), ~~including~~internal ~~mergers~~control over financial reporting is a process designed by, ~~without~~or under the ~~approval~~supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other ~~shareholders.~~personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Our chief executive officer has a sufficient number of shares to control all corporate activities and can approve transactions, including possible mergers, issuance of shares and her compensation level, without the approval of other shareholders. Her decisions may not be in the best interests of other shareholders.·

~~12.~~pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors. ·

~~Our~~provide ~~Articles~~reasonable ofassurance ~~Incorporation~~that attransactions ~~Article~~are XIrecorded ~~provide for indemnification~~ as ~~follows:~~necessary ~~"No director or officer of the Corporation shall be personally liable~~ to ~~the~~permit ~~Corporation~~preparation ~~or any~~ of ~~its~~financial ~~stockholders~~statements ~~for~~in ~~damages~~accordance ~~for~~with ~~breach~~generally ofaccepted ~~fiduciary~~accounting ~~duty as a director or officer; provided~~principles, ~~however,~~and that ~~the~~receipts ~~foregoing~~and ~~provision~~expenditures ~~shall~~of ~~not eliminate or limit~~ the ~~liability~~Company ofare abeing ~~director~~made oronly ~~officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends~~ in ~~violation~~accordance ofwith ~~Section~~authorizations ~~78.300~~ of ~~the~~management ~~Nevada Revised Statutes. Any repeal~~ and/or ~~modification~~directors of ~~an Article by~~ the ~~stockholders~~Company; ~~of the Corporation shall be prospective only,~~ and ~~shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification."~~

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops. ·

13provide 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.

~~Currently,~~Our ~~there~~internal iscontrols nomay ~~established~~become ~~public~~inadequate ~~market~~or ~~for~~ineffective if our ~~securities~~operations grow, ~~and~~which ~~there~~could ~~can~~cause beour nofinancial ~~assurances~~reporting ~~that~~to ~~any~~be ~~established~~unreliable ~~public~~and ~~market~~lead ~~will~~to ~~ever~~misinformation ~~develop~~being ordisseminated ~~that~~to ~~our~~the ~~common~~public. ~~stock~~Investors ~~will~~relying beupon ~~quoted~~this ~~for~~misinformation ~~trading~~may ~~and,~~make ~~even~~an ifuninformed ~~quoted,~~investment ~~it is likely to be subject to significant price fluctuations~~decision.

There is currently no established public market whatsoever for our securities. A market maker has agreed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCQB maintained by FINRA. There can be no assurance that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require or that any buying of our shares will ever take place.16

~~Because~~Risks ofRelated ~~the anticipated low price of the securities being registered, many brokerage firms may not be willing~~ to ~~effect~~Our ~~transactions~~Common ~~in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.~~Stock

WeShareholders ~~also~~may ~~believe that it is extremely unlikely that we will~~ be ~~able~~diluted tosignificantly ~~raise~~through ~~the~~our ~~funds~~efforts ~~necessary~~ to ~~complete~~obtain ~~our~~financing ~~planning~~ and ~~start~~satisfy ~~producing~~obligations ~~and~~through ~~marketing~~issuance ~~our~~of ~~products~~additional ~~until~~shares ~~and~~of ~~unless~~our wecommon ~~receive a trading symbol~~stock.

14We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders may further dilute common stock book value, and that dilution may be material.

~~Our~~The ~~shares~~interests of shareholders may ~~not~~be ~~become~~hurt ~~eligible~~because we can issue shares of our common stock to beindividuals ~~traded~~or ~~electronically~~entities ~~which~~that ~~would~~support ~~result~~existing inmanagement ~~brokerage~~with ~~firms~~such ~~being~~issuances ~~unwilling~~serving to ~~trade~~enhance ~~them~~existing management’s ability to maintain control of our Company.

IfOur wepresident ~~become~~owns ~~able~~a tosignificant ~~have~~majority ~~our shares~~ of ~~common~~outstanding ~~stock~~shares. ~~quoted~~In onaddition, ~~the~~our ~~OTCQB,~~board weof ~~will~~directors ~~then~~has ~~try~~authority, ~~through~~without aaction ~~broker-dealer~~or ~~and~~vote ~~its~~of ~~clearing~~the ~~firm~~shareholders, to ~~become~~issue ~~eligible~~all ~~with~~or ~~the~~part ~~Depository~~of ~~Trust~~the ~~Company~~authorized ~~("DTC")~~but tounissued ~~permit~~common ~~our~~ shares ~~to trade electronically~~. IfSuch anissuances ~~issuer~~may ~~is not “DTC-eligible,” then its shares cannot~~ be ~~electronically~~issued ~~transferred~~to ~~between~~parties ~~brokerage~~or ~~accounts,~~entities ~~which,~~committed ~~based~~to onsupporting ~~the~~existing ~~realities~~management ofand the ~~marketplace~~interests ~~as it exists today (especially the OTCQB), means that shares~~ of aexisting ~~company~~management ~~will~~which may not be ~~traded (technically~~ the ~~shares~~same ~~can~~as bethe ~~traded~~interests ~~manually~~of ~~between~~other ~~accounts,~~shareholders. ~~but~~Although ~~this takes days and is not a realistic option for companies relying on broker dealers for stock~~ transactions, -other ~~like~~than ~~all~~those ~~companies~~described onin ~~the OTCQB. What~~ this ~~boils~~prospectus, ~~down~~are tonot iscurrently ~~that~~being ~~while~~contemplated ~~DTC-eligibility~~or isdiscussed, ~~not~~our aability ~~requirement~~ to ~~trade~~issue onshares ~~the~~without ~~OTCQB,~~shareholder itapproval isserves ~~a necessity~~ to ~~process~~enhance ~~trades~~existing ~~on the OTCQB if a company~~management’s ~~stock~~ability ~~is going~~ to ~~trade~~maintain ~~with~~control ~~any~~of ~~volume.~~our ~~There~~Company ~~are~~or noparticipate ~~assurances~~in ~~that~~other ~~our~~transactions, ~~shares~~including ~~will~~entering ~~ever~~into ~~become~~possible ~~DTC-eligible~~business orcombinations, ifwithout ~~they~~the ~~do,~~support ~~how~~of ~~long~~other ~~it will take~~shareholders.

16Our chief executive officer controls all corporate activities and can approve all transactions, including mergers, without the approval of other shareholders.

15Our chief executive officer has a sufficient number of shares to control all corporate activities and can approve transactions, including possible mergers, issuance of shares and her compensation level, without the approval of other shareholders. Her decisions may not be in the best interests of other shareholders.

~~Any~~Our ~~market~~articles ~~that~~of ~~develops~~incorporation inprovide ~~shares~~for indemnification of officers and directors at our ~~common~~expense ~~stock~~and ~~will~~limit betheir ~~subject~~liability tothat ~~the~~may ~~penny~~result ~~stock~~in ~~regulations~~a major cost to us and ~~restrictions~~hurt ~~pertaining~~the tointerests ~~low~~of ~~priced~~our ~~stocks~~shareholders ~~that~~because ~~will~~corporate ~~create~~resources amay ~~lack~~be ofexpended ~~liquidity~~for ~~and~~the ~~make~~benefit ~~trading~~of ~~difficult~~officers and/or ~~impossible~~directors.

Our ~~shares~~Articles ~~will~~of beIncorporation ~~considered~~at aArticle ~~“penny~~XI ~~stock.”~~provide ~~Rule~~for ~~3a51-1~~indemnification as follows: "No director or officer of the ~~Exchange~~Corporation ~~Act~~shall ~~establishes~~be personally liable to the ~~definition~~Corporation or any of aits ~~"penny~~stockholders ~~stock,"~~for damages for ~~purposes~~breach ~~relevant~~of tofiduciary ~~us,~~duty as ~~any~~a ~~equity~~director ~~security~~or officer; provided, however, that ~~has~~the aforegoing ~~minimum~~provision ~~bid~~shall ~~price~~not eliminate or limit the liability of ~~less~~a ~~than~~director ~~$5.00~~or ~~per~~officer: ~~share~~(i) for acts or ~~with~~omissions anwhich ~~exercise~~involve ~~price~~intentional misconduct, fraud or knowing violation of ~~less~~law; ~~than~~or $5(ii) the payment of dividends in violation of Section 78.00300 ~~per~~of ~~share,~~the ~~subject~~Nevada toRevised aStatutes. ~~limited~~Any ~~number~~repeal or modification of ~~exceptions~~an ~~which~~Article ~~are~~by ~~not~~the ~~available~~stockholders toof ~~us.~~the ~~This~~Corporation ~~classification~~shall ~~will~~be ~~severely~~prospective only, and shall not adversely ~~affects~~affect any ~~market~~limitation ~~liquidity~~of the personal liability of a director or officer of the Corporation for ~~our~~acts ~~common~~or ~~stock~~omissions prior to such repeal or modification."

16We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

~~The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.~~17

~~Company~~Currently, ~~management~~there ~~believes~~is ~~that~~no ~~the~~established public market for ~~penny~~our ~~stocks~~securities, ~~has~~and ~~suffered~~there ~~from~~can ~~patterns~~be ofno ~~fraud~~assurances that any established public market will ever develop or that our common stock will be quoted for trading and, ~~abuse.~~even ~~Such~~if ~~patterns~~quoted, ~~include:~~it is likely to be subject to significant price fluctuations.

·There is currently no established public market whatsoever for our securities. A market maker has filed an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCQB maintained by FINRA. There can be no assurance that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require or that any buying of our shares will ever take place.

~~Control~~Because of the ~~market~~anticipated ~~for~~low price of the ~~security~~securities bybeing ~~one~~registered, ormany abrokerage ~~few~~firms ~~broker-dealers~~may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that ~~are~~any ~~often~~market ~~related~~that develops in our stock will be subject to the ~~promoter~~penny orstock ~~issuer;~~ restrictions.

·We also believe that it is extremely unlikely that we will be able to raise the funds necessary to complete our planning and start producing and marketing our products until and unless we receive a trading symbol.

~~Manipulation~~Our ofshares ~~prices~~may ~~through~~not ~~prearranged~~become ~~matching~~eligible ofto ~~purchases~~be ~~and~~traded ~~sales~~electronically ~~and~~which ~~false~~would ~~and~~result ~~misleading~~in ~~press~~brokerage ~~releases;~~firms being unwilling to trade them.

·If we become able to have our shares of common stock quoted on the OTCQB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCQB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCQB. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCQB, it is a necessity to process trades on the OTCQB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

~~"Boiler~~Any ~~room"~~market ~~practices~~that ~~involving~~develops ~~high~~in ~~pressure~~shares ~~sales~~of ~~tactics~~our common stock will be subject to the penny stock regulations and ~~unrealistic~~restrictions ~~price~~pertaining ~~projections~~to bylow ~~sales~~priced ~~persons;~~stocks that will create a lack of liquidity and make trading difficult or impossible.

·Our shares will be considered a “penny stock.” Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. This classification will severely and adversely affects any market liquidity for our common stock.

~~Excessive~~The ~~and~~market ~~undisclosed~~for ~~bid-ask~~penny ~~differentials~~stocks has experienced numerous frauds and ~~markups~~abuses bythat ~~selling~~could ~~broker-dealers;~~adversely ~~and~~impact investors in our stock.

·Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.·

~~17.~~Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.·

~~There~~Manipulation ~~is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer~~ of ~~our~~prices ~~common~~through ~~stock~~prearranged ~~may~~matching also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of ~~any~~purchases ~~state, the holders of such shares~~ and ~~persons~~sales who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and offalse ~~purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to~~ and ~~may~~misleading ~~not~~press bereleases; able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.

~~18.~~·

~~Our~~"Boiler ~~board~~room" ofpractices ~~directors~~involving ~~has~~high ~~the~~pressure ~~authority,~~sales ~~without~~tactics ~~stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders~~ and ~~with~~unrealistic ~~the~~price ~~ability~~projections toby ~~affect~~sales ~~adversely~~persons; ~~stockholder voting power and perpetuate their control over us.~~

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.·

17Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

~~19.~~·

~~The~~Wholesale ~~ability~~dumping of ~~our~~the ~~president~~same securities by promoters and broker-dealers after prices have been manipulated to ~~control~~a ~~our~~desired ~~business~~level, ~~may~~along ~~limit~~with orthe ~~eliminate~~inevitable ~~minority~~collapse ~~shareholders’~~of ~~ability~~those toprices ~~influence~~with ~~corporate~~consequent ~~affairs~~investor losses.

Our president will beneficially own an aggregate of approximately 73.14% of our outstanding common stock. Because of her beneficial stock ownership, our president may be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval, including potential mergers or business changes, and determine our policies. The interests of our president may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders would have no way of overriding decisions made by our president. This level of control may also have an adverse impact on the market value of our shares because our president may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.18

20Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

AThere ~~significant~~is ~~portion~~currently ofno established public market for our ~~presently~~common ~~issued~~stock, and ~~outstanding~~there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common ~~shares~~stock ~~are~~may also be restricted under ~~rule~~the ~~144~~securities ofor ~~the~~securities ~~Securities~~regulations ~~Act~~laws promulgated by various states and foreign jurisdictions, commonly referred to as ~~amended~~“Blue Sky” laws. ~~When~~Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the ~~restriction~~securities onregistered hereunder have not been registered for resale under the blue sky laws of any orstate, ~~all~~the holders of ~~these~~such shares isand ~~lifted,~~persons ~~and~~who ~~the~~desire ~~shares~~to ~~are~~purchase ~~sold~~them in ~~the~~any ~~open~~trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ~~price~~ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. ~~could~~We currently do not intend to and may not be ~~adversely~~able ~~affected~~to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.

AOur ~~significant~~board ~~portion~~ of ~~the~~directors presently outstanding shares of common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has ~~held restricted securities for a prescribed period of at least six months if purchased from a reporting issuer or 12 months (as is~~ the ~~case herein) if purchased from a non-reporting Company~~authority, ~~may, under certain conditions, sell all or any of his/her shares~~ without ~~volume~~stockholder ~~limitation~~approval, into ~~brokerage~~issue ~~transactions.~~preferred ~~Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common~~ stock ~~each~~with ~~three~~terms ~~months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities~~ that may ~~be sold by a non-affiliate (i.e., a stockholder who has~~ not ~~been~~be anbeneficial officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to ~~registration of shares of~~ common ~~stock of present~~ stockholders, ~~may~~and ~~have~~with athe ~~depressive~~ability ~~effect~~to ~~upon~~affect ~~the~~adversely ~~price~~stockholder ofvoting ~~the~~power ~~common~~and ~~stock~~perpetuate intheir ~~any~~control ~~market~~over ~~that may develop~~us.

21Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

WeThe doability ~~not~~of ~~expect~~our principal officers to ~~pay~~control ~~cash~~our ~~dividends~~business inmay ~~the~~limit ~~foreseeable~~or ~~future.~~eliminate minority shareholders’ ability to influence corporate affairs.

WeOur ~~have~~principal ~~never~~officers ~~paid~~will ~~cash~~beneficially ~~dividends~~own ona majority of our outstanding common stock. WeBecause doof ~~not~~this ~~expect~~beneficial tostock ~~pay~~ownership, ~~cash~~our ~~dividends~~principal onofficers will be in a position to continue to elect our ~~common~~board ~~stock~~of atdirectors, ~~any~~decide ~~time~~all inmatters ~~the~~requiring ~~foreseeable~~stockholder ~~future~~approval, including potential mergers or business changes, and determine our policies. The ~~future~~interests ~~payment~~of our principal officers may differ from the interests of ~~dividends~~other ~~directly~~shareholders ~~depends~~with ~~upon~~respect ~~our~~to ~~future~~the ~~earnings~~issuance of shares, ~~capital~~business ~~requirements~~transactions with or sales to other companies, ~~financial~~selection ~~requirements~~of officers and directors and other ~~factors~~business ~~that~~decisions. ~~our~~The ~~board~~minority shareholders would have no way of ~~directors~~overriding ~~will~~decisions ~~consider~~made by our principal officers. ~~Since~~This welevel doof ~~not~~control ~~anticipate~~may ~~paying~~also ~~cash~~have ~~dividends~~an adverse impact on the market value of our ~~common~~shares ~~stock,~~because ~~return~~our onprincipal ~~your~~officers ~~investment,~~may ifinstitute ~~any~~or undertake transactions, ~~will~~policies ~~depend~~or ~~solely~~programs onthat anmay ~~increase~~result in losses, ifmay not take any, steps to increase our visibility in the ~~market~~financial ~~value~~community and/or may sell sufficient numbers of shares to significantly decrease our ~~common~~price ~~stock.~~per share.

22A significant portion of our presently issued and outstanding common shares are restricted under rule 144 of the Securities Act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.

~~Because~~A wesignificant ~~are~~portion of the presently outstanding shares of common stock is considered "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not ~~subject~~an affiliate and has held restricted securities for a prescribed period of at least six months if purchased from a reporting issuer or 12 months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his/her shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock each three months. As a result of revisions to ~~compliance~~Rule ~~with~~144 ~~rules~~which ~~requiring~~became effective on February 15, 2008, there is no limit on the ~~adoption~~amount of ~~certain~~restricted ~~corporate~~securities ~~governance~~that ~~measures~~may be sold by a non-affiliate (i.e., ~~our~~a ~~stockholders~~stockholder ~~have~~who ~~limited~~has ~~protection~~not ~~against~~been ~~interested~~an officer, director ~~transactions~~or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, ~~conflicts~~if available, or pursuant to registration of ~~interest~~shares ~~and~~of ~~similar~~common ~~matters~~stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures. 19

~~Because~~We we do not ~~have~~expect ~~any independent directors, we do not currently have independent audit or compensation committees. As a result, our president (who is the only director) has the ability, among other things,~~ to ~~determine~~pay ~~her~~cash ~~own~~dividends ~~level~~in ~~of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required,~~ the ~~absence~~foreseeable of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operationsfuture.

We ~~intend~~have tonever ~~comply~~paid ~~with~~cash ~~all~~dividends ~~corporate~~on ~~governance~~our ~~measures~~common ~~relating to director independence as and when required~~stock. ~~However,~~We wedo ~~may~~not ~~find~~expect ~~it very difficult or be unable~~ to ~~attract~~pay ~~and~~cash ~~retain~~dividends ~~qualified~~on ~~officers,~~our ~~directors~~common ~~and~~stock ~~members~~at ofany ~~board~~time ~~committees~~in ~~required~~the toforeseeable ~~provide~~future. ~~for~~The ~~our~~future ~~effective~~payment ~~management as a result~~ of ~~Sarbanes-Oxley~~dividends ~~Act~~directly ofdepends ~~2002.~~upon ~~The~~our ~~enactment~~future ofearnings, ~~the~~capital ~~Sarbanes-Oxley~~requirements, ~~Act~~financial ofrequirements ~~2002~~and ~~has~~other ~~resulted~~factors inthat aour ~~series~~board of ~~rules~~directors ~~and~~will ~~regulations~~consider. bySince ~~the~~we ~~SEC~~do ~~that~~not ~~increase~~anticipate ~~responsibilities~~paying ~~and~~cash ~~liabilities~~dividends ofon ~~directors~~our ~~and~~common ~~executive~~stock, ~~officers.~~return ~~The~~on ~~perceived~~your ~~increased~~investment, ~~personal~~if ~~risk~~any, ~~associated~~will ~~with~~depend ~~these~~solely ~~recent~~on ~~changes~~an ~~may~~increase, ~~make~~if itany, ~~more~~in ~~costly~~the ormarket ~~deter~~value ~~qualified~~of ~~individuals~~our ~~from~~common ~~accepting these roles~~stock.

18Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

23The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

~~You~~Because ~~may~~we do not have ~~limited~~any ~~access~~independent todirectors, ~~information~~we ~~regarding~~do ~~our~~not ~~business~~currently ~~because~~have independent audit or compensation committees. As a result, our ~~obligations~~president (who is the only director) has the ability, among other things, to ~~file~~determine ~~periodic~~her ~~reports~~own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the ~~SEC~~absence ~~could~~of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be ~~automatically~~reluctant ~~suspended~~to ~~under~~provide ~~certain~~us ~~circumstances~~with funds necessary to expand our operations.

AsWe ofintend ~~effectiveness of our registration statement of which this prospectus is a part, we will be required~~ to ~~file~~comply ~~periodic reports~~ with ~~the~~all ~~SEC~~corporate ~~which~~governance ~~will~~measures berelating ~~immediately available~~ to ~~the~~director ~~public~~independence ~~for~~as ~~inspection~~ and ~~copying~~when ~~(see “Where You Can Find More Information” elsewhere in this prospectus)~~required. ~~Except during the year that our registration statement becomes effective~~However, ~~these~~we ~~reporting obligations~~ may ~~(in~~find ~~our~~it ~~discretion)~~very bedifficult ~~automatically~~or suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A (which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be ~~obligated~~unable to ~~file~~attract ~~periodic reports with the SEC~~ and ~~your~~retain ~~access~~qualified ~~to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective~~officers, wedirectors ~~will~~and bemembers ~~required~~of toboard ~~deliver~~committees ~~periodic reports to security holders. However, we will not be~~ required to ~~furnish~~provide ~~proxy~~for ~~statements to security holders and~~ our ~~directors,~~effective ~~officers~~management ~~and~~as ~~principal~~a ~~beneficial~~result ~~owners~~of ~~will~~Sarbanes-Oxley ~~not~~Act ~~be required to report their beneficial ownership~~ of ~~securities~~2002. toThe ~~the~~enactment ~~SEC pursuant to Section 16~~ of the ~~Exchange~~Sarbanes-Oxley Act~~. Previously,~~ aof ~~company~~2002 ~~with~~has ~~more~~resulted ~~than~~in ~~500~~a ~~shareholders~~series of ~~record~~rules and ~~$10~~regulations ~~million~~by ~~in assets had to register under~~ the ~~Exchange~~SEC ~~Act.~~that ~~However,~~increase ~~the~~responsibilities ~~JOBS~~and ~~Act~~liabilities ~~raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not "accredited investors" (or 2,000 persons in the case~~ of ~~banks~~directors and ~~bank~~executive ~~holding companies)~~officers. The ~~JOBS~~perceived ~~Act~~increased ~~excludes~~personal ~~securities~~risk ~~received~~associated bywith ~~employees~~these ~~pursuant~~recent tochanges ~~employee~~may ~~stock~~make ~~incentive~~it ~~plans~~more ~~for~~costly ~~purposes~~to ofattract ~~calculating~~qualified ~~the~~individuals ~~shareholder threshold. This means that access~~ to ~~information~~accept ~~regarding~~these ~~our business and operations will be limited~~roles.

24You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

IfAs of effectiveness of our ~~stock~~registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes ~~quoted~~effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A (which we have no current plans to file). If this occurs after the ~~OTCQB~~year in which our registration statement becomes effective, we ~~could~~will ~~subsequently~~no longer be ~~removed~~obligated ~~from~~to file periodic reports with the ~~OTCQB~~SEC ifand your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we ~~fail~~will be required to ~~remain~~deliver ~~current~~periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act. Previously, a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS Act raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not "accredited investors" (or 2,000 persons in the case of banks and bank holding companies). The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold. This means that access to information regarding our ~~financial~~business ~~reporting~~and ~~requirements~~operations will be limited.

~~Companies~~If ~~trading~~our onstock ~~the~~becomes ~~OTCQB~~quoted ~~must~~on ~~be reporting issuers under Section 12 of~~ the ~~Securities Exchange Act of 1934~~OTCQB, aswe ~~amended,~~could ~~and~~subsequently ~~must~~ be ~~current~~removed infrom ~~their reports under Section 13, in order to maintain price quotation privileges on~~ the OTCQB. Ifif we ~~become quoted on the OTCQB, but we~~ fail to remain current inwith our financial reporting requirements~~, we would be removed from the OTCQB~~. As a result, the market liquidity of our securities could be severely adversely affected by limiting the ability of broker-dealers to trade our securities and the ability of stockholders to sell their securities in the secondary market.

25Companies trading on the OTCQB must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTCQB. If we become quoted on the OTCQB, but we fail to remain current in our reporting requirements, we would be removed from the OTCQB. As a result, the market liquidity of our securities could be severely adversely affected by limiting the ability of broker-dealers to trade our securities and the ability of stockholders to sell their securities in the secondary market.

~~Our financial statements may not be comparable to those of companies that comply with new or revised accounting standards.~~20

We have elected to take advantage of the benefits of the extended transition period that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Our financial statements may, ~~therefore,~~ not be comparable to those of companies that comply with ~~such~~ new or revised accounting standards. Because the JOBS Act has only recently been enacted, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

26We have elected to take advantage of the benefits of the extended transition period that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards. Because the JOBS Act has only recently been enacted, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our status as an “emerging growth company” under the JOBS Act OF 2012 may make it more difficult to raise capital when we need to do so.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

27We will incur increased costs and demands upon management as a result of complying with the laws and regulations that affect public companies, which could materially adversely affect our results of operations, financial condition, business and prospects.

WeAs a public company and particularly after we cease to be an “emerging growth company,” we will incur ~~increased~~significant ~~costs~~legal, accounting and ~~demands~~other ~~upon~~expenses ~~management~~that we did not incur as a ~~result~~private ofcompany, ~~complying~~including costs associated with ~~the~~public ~~laws~~company reporting and ~~regulations~~corporate ~~that~~governance ~~affect~~requirements. ~~public~~These ~~companies~~requirements include compliance with provisions of the Sarbanes-Oxley Act of 2002, ~~which~~or ~~could~~the ~~materially~~Sarbanes-Oxley ~~adversely~~Act, ~~affect~~as well as rules implemented by the SEC and NASDAQ. In addition, our ~~results~~management team will also have to adapt to the requirements of ~~operations,~~being a public company. We expect that compliance with these rules and regulations will substantially increase our legal and financial ~~condition,~~compliance ~~business~~costs and ~~prospects~~will make some activities more time-consuming and costly.

AsThe aincreased ~~public~~costs ~~company~~associated ~~and~~with ~~particularly~~operating ~~after~~as wea ~~cease~~public tocompany bewill andecrease ~~“emerging~~our ~~growth~~net ~~company,”~~income weor ~~will~~increase ~~incur~~our ~~significant~~net ~~legal~~loss, ~~accounting~~ and ~~other~~may ~~expenses~~require ~~that~~us weto ~~did~~reduce ~~not incur as a private company, including~~ costs ~~associated~~in ~~with~~other ~~public~~areas ~~company~~of ~~reporting~~our ~~and~~business ~~corporate~~or ~~governance~~increase ~~requirements. These requirements include compliance with provisions of~~ the ~~Sarbanes-Oxley~~prices ~~Act~~ of ~~2002,~~our products or ~~the~~services. ~~Sarbanes-Oxley Act~~Additionally, asif ~~well~~these asrequirements ~~rules~~divert ~~implemented~~our bymanagement’s ~~the~~attention ~~SEC~~from ~~and~~other ~~NASDAQ.~~business ~~In addition~~concerns, ~~our~~they ~~management~~could ~~team will also~~ have ~~to adapt to the requirements of being~~ a ~~public~~material ~~company.~~adverse Weeffect ~~expect~~on ~~that compliance with these rules and regulations will substantially increase~~ our ~~legal~~results ~~and~~of operations, financial ~~compliance~~condition, ~~costs~~business and ~~will make some activities more time-consuming and costly~~prospects.

19However, for as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

~~The~~We ~~increased costs associated with operating as a public company~~ will ~~decrease~~not ~~our~~be ~~net~~required ~~income or increase our net loss, and may require us~~ to ~~reduce~~comply ~~costs~~with incertain ~~other~~provisions ~~areas~~ of ~~our business or increase~~ the ~~prices~~Sarbanes-Oxley ofAct ~~our~~for ~~products~~as orlong ~~services.~~as ~~Additionally,~~we ifremain ~~these~~an ~~requirements~~“emerging ~~divert~~growth ~~our management’s attention from other business concerns, they could have a material adverse effect on our results of operations, financial condition, business and prospects~~company.”

~~However,~~We ~~for~~are asnot ~~long~~currently asrequired weto ~~remain~~comply anwith ~~“emerging~~the ~~growth~~SEC ~~company”~~rules asthat ~~defined~~implement inSections 302 and 404 of the ~~JOBS~~Sarbanes-Oxley Act, weand ~~may~~are ~~take~~therefore ~~advantage~~not ofrequired ~~certain~~to ~~exemptions~~make ~~from~~a ~~various~~formal ~~reporting~~assessment ~~requirements~~of ~~that~~the ~~are~~effectiveness ~~applicable~~of toour ~~other~~internal ~~public~~controls ~~companies~~over financial reporting for that ~~are~~purpose. ~~not~~Upon ~~“emerging~~becoming ~~growth~~a ~~companies”~~public ~~including~~company, ~~not~~we ~~being~~will be required to comply with ~~the~~certain ~~auditor attestation requirements~~ of ~~Section~~these ~~404~~rules, ofwhich ~~the~~will ~~Sarbanes-Oxley~~require ~~Act,~~management ~~reduced~~to ~~disclosure~~certify ~~obligations~~financial ~~regarding~~and ~~executive~~other ~~compensation~~information in our ~~periodic~~quarterly and annual reports and ~~proxy~~provide ~~statements~~an ~~and~~annual ~~exemptions~~management ~~from~~report on the ~~requirements~~effectiveness of ~~holding~~our ainternal ~~nonbinding~~control ~~advisory~~over ~~vote~~financial onreporting. ~~executive~~Though ~~compensation~~we ~~and~~will ~~shareholder~~be ~~approval~~required ofto ~~any~~disclose ~~golden~~changes ~~parachute~~made ~~payments~~in our internal control procedures on a quarterly basis, we will not ~~previously~~be ~~approved.~~required Weto ~~may~~make ~~take~~our ~~advantage~~first annual assessment of ~~these~~our internal control over financial reporting ~~exemptions~~pursuant to Section 404 until the later of (i) the year following our first annual report required to be filed with the SEC or (ii) the date we are no longer an “emerging growth company.” as defined in the JOBS Act.

28Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

~~We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an “emerging growth company.”~~21

WeReduced ~~are~~disclosure ~~not~~requirements ~~currently~~applicable ~~required~~ to ~~comply~~emerging ~~with~~growth ~~the~~companies ~~SEC~~may ~~rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to~~ make ~~a formal assessment of the effectiveness of~~ our ~~internal~~common ~~controls~~stock ~~over~~less ~~financial~~attractive ~~reporting for that purpose. Upon becoming a public company, we will be required~~ to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reportinginvestors. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of (i) the year following our first annual report required to be filed with the SEC or (ii) the date we are no longer an “emerging growth company” as defined in the JOBS Act.

~~Our~~As ~~independent~~an ~~registered~~“emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public ~~accounting~~companies ~~firm~~that isare not ~~required~~“emerging togrowth ~~formally~~companies” ~~attest~~including not being required to comply with the ~~effectiveness~~auditor attestation requirements of ~~our~~section ~~internal~~404 ~~control~~of ~~over~~the ~~financial~~Sarbanes-Oxley ~~reporting~~Act, ~~until~~reduced ~~the~~disclosure ~~later~~obligations ofregarding ~~the~~executive ~~year~~compensation ~~following~~in our ~~first~~periodic ~~annual~~reports ~~report~~and ~~required~~proxy tostatements beand ~~filed~~exemptions ~~with~~from the ~~SEC,~~requirements orof ~~the~~holding ~~date~~a wenonbinding ~~are~~advisory novote ~~longer~~on anexecutive ~~“emerging~~compensation ~~growth~~and ~~company~~shareholder approval of any golden parachute payments not previously approved.” AtWe ~~such~~cannot ~~time,~~predict if investors will find our ~~independent~~common ~~registered~~stock ~~public~~less ~~accounting~~attractive ~~firm~~because we may ~~issue~~rely aon ~~report~~these ~~that~~exemptions. isIf ~~adverse~~some ininvestors ~~the~~find ~~event~~our itcommon isstock ~~not~~less ~~satisfied~~attractive ~~with~~as ~~the~~a ~~level~~result, atthere ~~which~~may be a less active trading market for our ~~controls~~common ~~are~~stock ~~documented,~~and ~~designed~~our orstock ~~operating~~price may be more volatile.

29For all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.

~~Reduced~~ITEM ~~disclosure~~2. ~~requirements~~UNREGISTERED ~~applicable~~SALES toOF ~~emerging~~EQUITY ~~growth~~SECURITIES ~~companies~~AND ~~may~~USE ~~make~~OF ~~our common stock less attractive to investors.~~PROCEEDS

As an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.None

~~For~~ITEM ~~all~~.3 ofDEFAULTS ~~the~~UPON ~~foregoing~~SENIOR ~~reasons and others set forth herein, an investment in our securities involves a high degree of risk.~~SECURITIES

20None

~~Item~~ITEM 24. MINE SAFETY DISCLOSURES

~~Unregistered Sales of Equity Securities and Use of Proceeds~~ N/A

~~None~~ITEM 5. OTHER INFORMATION

~~Item 3~~None

~~Defaults~~ITEM ~~upon~~6. ~~Senior Securities~~EXHIBITS

None


Exhibit Number	Description
31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Chief Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

~~Item~~Pursuant 4to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Mine~~SBH ~~Safety~~Associates, ~~Disclosures~~Inc.

~~N/A~~ (Registrant)

~~Item~~Date: 5February 18, 2016

~~Other~~By: ~~Information~~/s/ MICHAEL R. BEECHAM

~~None~~Michael R. Beecham

~~Item~~Chief 6Executive Officer

~~Exhibits~~ 22

Exhibit Number	Description
31.1	Section 302 Certification of Chief Executive Officer and Chief Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SBH Associates, Inc.

(Registrant)

By:

/s/ Mary Merritt

Mary Merritt

Chief Executive Officer

December 11, 2015

Filing Compare · SBH ASSOCIATES, INC.