~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

~~For~~Pursuant ~~the~~to ~~quarterly~~Section ~~period~~13 ~~ended:~~or ~~December~~15(d) ~~31,~~of ~~2011~~the Securities Exchange Act of 1934

For ~~£ TRANSITION~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~March 31, ~~13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~2012

Commission file number: 000-53736

SAND HILLS, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~26-4803428~~	000-53736	26-4803428
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

2510900 ~~Sunrise~~Pump ~~Point,~~House ~~Irmo~~Road, ~~South~~Suite ~~Carolina 29063~~B

~~(Address~~Annapolis ofJunction, ~~principal~~Maryland ~~executive offices)~~20701

(~~803)~~Address ~~407-0998~~of principal executive offices and Zip Code)

(~~Issuer's telephone number~~240) 280-8030

(~~Former name, former~~Registrant’s ~~address~~telephone ~~and former fiscal year~~number, ifincluding ~~changed~~area ~~since last report~~code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

~~Interactive~~Indicate ~~Data~~by ~~File~~check ~~required~~mark towhether bethe ~~submitted~~registrant ~~and~~is ~~posted~~a ~~pursuant~~large accelerated tofiler, ~~Rule~~an ~~405~~accelerated offiler, ~~Regulation~~a Snon-Taccelerated ~~(§232.405~~filer, ofor ~~this~~a ~~chapter)~~smaller ~~during~~reporting ~~the~~company. ~~preceding~~See 12definition ~~months~~of ~~(or~~“accelerated ~~for~~filer”, “large ~~such~~accelerated ~~shorter~~filer”, ~~period~~and ~~that~~“smaller ~~the registrant~~reporting ~~was~~company” ~~required~~in toRule 12b-2 ~~submit~~of ~~and~~the ~~post~~Exchange ~~such~~Act. ~~files~~(Check One).:

~~S Yes £~~Large NoAccelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer x (Do not check if a smaller reporting company) Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a ~~large accelerated~~shell ~~filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company. ~~See~~(as ~~the~~defined ~~definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”~~ in Rule 12b-2 of the Exchange Act). Yes ¨ No x

~~Large~~The ~~accelerated~~number ~~filer~~of £shares ~~Accelerated~~of ~~filer~~the £registrant’s ~~Non-accelerated~~Common ~~filer~~Stock, $.0001 £par ~~(Do~~value, ~~not~~outstanding ~~check~~at ifMay a15, ~~smaller~~2012 ~~reporting~~was: ~~company) Smaller reporting company S~~23,414,263.

~~Indicate~~SAND byHILLS, ~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~INC. ~~S Yes £ No~~

~~State~~March ~~the number of shares outstanding of each of the issuer's classes of common equity~~31, ~~as of the latest practicable date: At February 6,~~ 2012 ~~there were 2,000,000 shares of common stock outstanding.~~

~~PART~~TABLE IOF ~~— FINANCIAL INFORMATION~~CONTENTS

Item 1. Financial Statements.

	Page
Note About Forward-Looking Statements	1

PART I – FINANCIAL INFORMATION

Item 1 – Consolidated Financial Statements	2

Consolidated Balance Sheets (unaudited) at March 31, 2012 and June 30, 2011	2

Consolidated Statements of Operations (unaudited)
For the three and nine months ended March 31, 2012 and 2011	4

Consolidated Statements of Cash Flows (unaudited)
For the three and nine months ended March 31, 2012 and 2011	5

Notes to Unaudited Consolidated Financial Statements	6

Item 2 – Management’s Discussion and Analysis or Plan of Operation	11

Item 3 – Quantitative and Qualitative Disclosures About Market Risk	18

Item 4 – Controls and Procedures	18

PART II – OTHER INFORMATION

Item 1A – Risk Factors	19

Item 6 – Exhibits	19

Signatures	20

~~SAND HILLS,~~FORWARD-LOOKING ~~INC.~~STATEMENTS

(AThis ~~DEVELOPMENT~~Quarterly ~~STAGE~~Report ~~COMPANY)~~on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, “contemplate”, “would”, “should”, “could”, or “may.” Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including, but not limited to, the risk factors set forth in Part II, Item 1A “Risk Factors” below and for the reasons described elsewhere in this Quarterly Report on Form 10-Q. All forward-looking statements and reasons why results may differ included in this report are made as of the date hereof and we do not intend to update any forward-looking statements, except as required by law or applicable regulations.

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

~~AS OF DECEMBER 31, 2011 AND MARCH 31, 2011~~1

	DECEMBER 31, 2011			MARCH 31, 2011
ASSETS
Current Assets
Cash and equivalents	$	594		$	9,630
TOTAL ASSETS	$	594		$	9,630
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	6,313		$	5,568
Loan payable – related party		31,000			31,000
TOTAL LIABILITIES		37,313			36,568
Stockholders’ Deficit
Preferred Stock – $.0001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding		0			0
Common Stock – $.0001 par value, 100,000,000 shares authorized, 2,000,000 shares issued and outstanding		200			200
Paid in capital		0			0
Deficit accumulated during the development stage		(36,919	)		(27,138	)
Total stockholders’ deficit		(36,719	)		(26,938	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	594		$	9,630

PART I – FINANCIAL INFORMATION

~~See~~Item ~~accompanying~~1. ~~notes~~Consolidated toFinancial ~~financial statements.~~Statements

1SAND HILLS, INC AND SUBSIDIARIES

~~SAND HILLS,~~CONSOLIDATED ~~INC.~~BALANCE SHEETS

(~~A DEVELOPMENT STAGE COMPANY~~UNAUDITED)

STATEMENTS OF OPERATIONS (unaudited)

	March 31,2012		June 30, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	797,128	$	377,212
Accounts receivable, net of allowance for doubtful accounts of $255,000 at March 31, 2012 and June 30, 2011		14,354,175		14,461,926
Other Receivables		96,203		-
Inventory, net of allowance for obsolescence of $40,000 at March 31, 2012 and June 30, 2011		1,715,700		1,766,064
Prepaid expenses		108,685		100,295
Deferred tax assets		431,158		166,158
Total Current Assets		17,503,049		16,871,655

PROPERTY, PLANT AND EQUIPMENT:
Net of accumulated depreciation of $525,819 and $468,467 at March 2012 and June 30,2011, respectively		224,251		201,130

OTHER ASSETS:
Goodwill, net of accumulated amortization of $1,318,680 for March 31, 2012 and June 30, 2011		1,558,536		1,558,536
Non-compete agreement, net of accumulated amortization of $163,118 for March 31,2012 and $68,751 for June 30, 2011		111,882		183,333
Cash surrender value of life insurance		-		374,827
Other assets		11,912		11,912
Total Other Assets		1,682,330		2,128,608
Total Assets	$	19,409,630	$	19,201,393

~~THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010~~2

~~PERIOD~~SAND ~~FROM APRIL 2~~HILLS, ~~2009~~INC ~~(INCEPTION) TO~~AND ~~DECEMBER 31, 2011~~SUBSIDIARIES

	Three months ended December 31, 2011			Three Months ended December 31, 2010			Nine months ended December 31, 2011			Nine Months ended December 31, 2010			Period from April 2, 2009 (Inception) to December 31, 2011
REVENUES	$	0		$	0		$	0		$	0		$	0
EXPENSES
Filing fees		875			249			3,011			1,245			6,681
Professional fees		1,100			1,000			4,900			3,700			26,600
Interest expense		625			625			1,870			1,436			4,838
NET LOSS	$	(2,600	)	$	(1,874	)	$	(9,781	)	$	(6,381	)	$	(36,919	)
NET LOSS PER SHARE:
BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED		2,000,000			2,000,000			2,000,000			2,000,000

CONSOLIDATED BALANCE SHEETS

~~See accompanying notes to financial statements.~~(UNAUDITED)

	March 31,2012		June 30, 2011
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES

Accounts payable	$	11,713,351	$	11,110,476
Accrued expenses		533,610		282,712
Revolving line of credit		4,349,586		4,817,951
Total Current Liabilities		16,596,547		16,211,139

STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding at March 31, 2012 and June 30, 2011		-		-

Series B convertible preferred stock, $.001 par value designated 702,000 shares, issued and outstanding 0 shares at March 31, 2012 and 492,052 shares (aggregate liquidating preference of $308,950) at June 30, 2011		-		492

Common stock $.0001 par value, authorized, 100,000,000 shares at March 31, 2012 and June 30, 2011, shares issued and outstanding 23,414,263 at March 31, 2012 and 2,000,000 at June 30, 2011		2,341		200

Common stock $.001 par value, authorized, 20,000,000 shares at March 31, 2012 and June 30, 2011, shares issued and outstanding -0- at March 31, 2012 and 20,922,213 at June 30, 2011		-		20,922

Additional paid in capital		2,303,116		2,034,519

Retained earnings		507,626		934,121

Total Stockholders' Equity		2,813,083		2,990,254

Total Liabilities and Stockholders' Equity	$	19,409,630	$	19,201,393

~~SAND~~ See accompanying ~~HILLS,~~notes ~~INC.~~to unaudited consolidated financial statements

~~(A DEVELOPMENT STAGE COMPANY)~~3

~~STATEMENT~~SAND OFHILLS, ~~STOCKHOLDERS’~~INC. ~~DEFICIT (unaudited)~~AND SUBSIDIARIES

~~PERIOD~~CONSOLIDATED ~~FROM~~STATEMENTS ~~APRIL~~OF ~~2, 2009 (INCEPTION) TO DECEMBER 31, 2011~~OPERATIONS

	Common stock				Additional paid-in		Deficit accumulated during the development
	Shares		Amount		capital		stage			Total
Issuance of common stock		2,000,000	$	200	$	-	$	-		$	200
Net loss for the year ended March 31, 2010		-		-		-		(16,898	)		(16,898	)
Balance, March 31, 2010		2,000,000		200		-		(16,898	)		(16,898	)
Net loss for the year ended March 31, 2011		-		-		-		(10,240	)		(10,240	)
Balance, March 31, 2011		2,000,000		200		-		(27,138	)		(26,938	)
Net loss for the nine months ended December 31, 2011		-		-		-		(9,781	)		(9,781	)
Balance, December 31, 2011		2,000,000	$	200	$	-	$	(36,919	)	$	(36,719	)

(UNAUDITED)

See accompanying notes to financial statements.

	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011

REVENUE	$	25,383,585		$	19,677,227		$	76,412,309		$	70,191,481

COST OF REVENUE		23,504,817			18,069,917			70,907,100			64,857,597

GROSS PROFIT		1,878,768			1,607,310			5,505,209			5,333,884

OPERATING EXPENSES
Selling, general and administrative		2,464,677			1,869,079			5,956,982			5,220,078
Depreciation and amortization		43,426			41,721			128,803			124,709

Total Operating Expenses		2,508,103			1,910,800			6,085,785			5,344,787

OPERATING (LOSS) INCOME		(629,335	)		(303,490	)		(580,576	)		(10,903	)

INTEREST EXPENSE (NET)		39,096			25,804			110,919			60,204

(LOSS) INCOME BEFORE INCOME TAX (EXPENSE) BENEFIT		(668,431	)		(329,294	)		(691,495	)		(71,107	)

INCOME TAX BENEFIT (EXPENSE)		265,000			-			265,000			(3,456	)

NET LOSS	$	(403,431	)	$	(329,294	)	$	(426,495	)	$	(74,563	)

Basic Earnings (Loss) Per Share	$	(0.02	)	$	(0.01	)	$	(0.02	)	$	(0.00	)
Diluted Earnings (Loss) Per Share	$	(0.02	)	$	(0.01	)	$	(0.02	)	$	(0.00	)

Weighted average shares – Basic and Diluted		23,414,263	(1)		23,414,263	(1)		23,414,263	(1)		23,656,030	(1)

3(1) The weighted average shares for the three and nine months ended March 31, 2012 and 2011 have been restated to reflect the shares issued as part of the Merger

~~SAND~~ See ~~HILLS,~~accompanying ~~INC.~~notes to unaudited consolidated financial statements

~~(A DEVELOPMENT STAGE COMPANY)~~4

~~STATEMENTS~~SAND OFHILLS, ~~CASH~~INC. ~~FLOWS~~AND ~~(unaudited)~~SUBSIDIARIES

~~NINE~~CONSOLIDATED ~~MONTHS~~STATEMENTS ~~ENDED~~OF ~~DECEMBER~~CASH ~~31, 2011 AND 2010~~FLOWS

~~PERIOD FROM APRIL 2, 2009~~ (~~INCEPTION~~UNAUDITED) ~~TO DECEMBER 31, 2011~~

	Nine months ended December 31, 2011			Nine months ended December 31, 2010			Period from April 2, 2009 (Inception) to December 31, 2011
	Nine Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES
	2012			2011
Net loss for the period	$	(9,781	)	$	(6,381	)	$	(36,919	)
Cash Flows From Operating Activities:
Change in non-cash working capital items:
Net loss	$	(426,495	)	$	(74,563	)
Increase (decrease) in accrued expenses		745			(564	)		6,313
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
CASH FLOWS USED BY OPERATING ACTIVITIES		(9,036	)		(6,945	)		(30,606	)
Depreciation and amortization		128,803			124,709
CASH FLOWS FROM FINANCING ACTIVITIES
Stock-based compensation		249,324			-
Sale of common stock		0			0			200
Bad debt expense		243,083			6,000
Note payable from related party		0			15,000			31,000
Changes in cash surrender value of life insurance		374,827			(113,900	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		0			15,000			31,200
Changes in operating assets and liabilities:
NET INCREASE (DECREASE) IN CASH		(9,036	)		8,055			594
Accounts receivable		(135,332	)		1,289,643
Cash, beginning of period		9,630			2,844			0
Other receivable		(96,203	)		16,031
Cash, end of period	$	594		$	10,899		$	594
Inventory		50,364			(157,432	)
SUPPLEMENTAL CASH FLOW INFORMATION
Income tax asset		(265,000	)		-
Interest paid	$	0		$	0
Prepaid expenses		(8,390	)		74,589
Income taxes paid	$	0		$	0
Accounts payable		602,875			(2,365,370	)
Accrued expenses		250,899			(198,038	)
Net cash provided by (used in) operating activities		968,755			(1,398,331	)
Cash Flows From Investing Activities:
Purchases of property, plant & equipment		(80,474	)		(14,508	)
Net cash used in investing activities		(80,474	)		(14,508	)
Cash Flows From Financing Activities:
Net (payments on) proceeds from revolving line of credit		(468,365	)		546,487
Payments for the repurchase of common stock		-			(97,620	)
Net cash (used in) provided by financing activities		(468,365	)		448,867
Increase (Decrease) In Cash and Cash Equivalents		419,916			(963,972	)
Cash and Cash Equivalents at the Beginning of the Period		377,212			1,325,485
Cash and Cash Equivalents at the End of the Period	$	797,128		$	361,513
Cash paid during the year for:
Interest	$	110,919		$	60,204
Taxes	$	-		$	3,456

See accompanying notes to unaudited consolidated financial statements.

SAND HILLS, INC. AND SUBSIDIARY

(ANotes ~~DEVELOPMENT~~to ~~STAGE~~Consolidated ~~COMPANY)~~Financial Statements

~~NOTES~~For TOThe ~~FINANCIAL~~Three ~~STATEMENTS~~and Nine Months Ended March 31, 2012 and 2011

~~DECEMBER 31, 2011~~(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Nature of Business~~ Organization

Sand Hills, Inc. (the “Company”) was ~~organized~~incorporated ~~under~~in the ~~laws of the~~ State of Nevada on April 2, 2009. asOn March 30, 2012, Sand Hills completed a ~~corporation.~~reverse ~~The~~merger ~~Company’s~~transaction (“Reverse ~~objective~~Merger”) isin which we caused United Strategies, Inc., a Delaware Corporation, to ~~acquire or~~be ~~merge~~merged with and into Promark Acquisition Corp, a ~~target~~wholly ~~business~~owned orNevada subsidiary created for the purpose of effecting the Reverse Merger and the stockholders of United Strategies obtained control of the Company. United Strategies, Inc. (“USI”) was incorporated on December 30, 1997, as a management holding company. inUSI acquired Promark Technology, Inc. (“Promark”), previously known as System Solutions Technology, Inc. on June 18, 1998. Promark is a ~~business~~value-added ~~combination~~distributor of storage systems and related equipment.

~~Development~~Basis ~~Stage~~of ~~Company~~Presentation

The ~~accompanying~~consolidated financial statements ~~have~~ ~~been~~include ~~prepared~~the inaccounts ~~accordance~~of ~~with~~the ~~generally~~Company, ~~accepted~~USI ~~accounting~~and ~~principles related to development-stage companies~~Promark. AAll ~~development-stage company~~material isintercompany ~~one~~balances inand ~~which~~transactions ~~planned principal operations~~ have ~~not commenced or if its operations have commenced, there has~~ been noeliminated ~~significant~~in ~~revenues there from~~consolidation.

~~Basis~~Fiscal ~~of Presentation~~Year

The ~~financial~~fiscal ~~statements~~year ofend for the Company ~~have~~was ~~been~~changed ~~prepared~~from inMarch ~~accordance~~31 ~~with~~to ~~generally~~June ~~accepted~~30 ~~accounting~~to ~~principles~~coincide inwith the ~~United~~fiscal ~~States~~year end of ~~America~~USI and ~~are~~its ~~presented~~subsidiary, ~~in US dollars~~Promark. ~~The Company has adopted a March 31 year end.~~

Cash and Cash Equivalents

~~The~~Cash ~~Company~~and ~~considers~~cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less tofrom ~~be cash equivalents. At December 31, 2011 and March 31, 2011~~ the ~~Company~~date ~~had $594 and $9,630~~ of ~~unrestricted cash to be used for future business operations~~purchase.

~~Fair~~Accounts ~~Value of Financial Instruments~~Receivable

~~Sand~~Trade ~~Hills’~~accounts ~~financial~~receivable ~~instruments~~are ~~consist~~stated at ofthe ~~cash,~~amount ~~accrued~~management ~~expenses,~~expects ~~and~~to ~~notes~~collect ~~payable~~from outstanding balances. ~~The~~Management ~~carrying~~provides ~~amount~~for ofprobable ~~these~~uncollectible ~~financial~~amounts ~~instruments~~through a ~~approximates~~charge ~~fair~~to ~~value~~earnings ~~due~~and a credit to ~~either~~ ~~length~~a valuation allowance (allowance for doubtful accounts) based on its assessment of ~~maturity~~the orcurrent status ~~interest~~of ~~rates~~individual accounts. Balances that ~~approximate~~are ~~prevailing~~still ~~market~~outstanding ~~rates~~after ~~unless~~management ~~otherwise~~has ~~disclosed~~used inreasonable ~~these~~collection ~~financial~~efforts are ~~statements~~written-off through a charge to the valuation allowance and a credit to trade accounts receivable.

~~Income Taxes~~Inventory

~~Income~~Inventory, ~~taxes~~which ~~are~~consists ~~computed~~of ~~using the asset and~~computer ~~liability~~and ~~method.~~peripheral ~~Under~~equipment ~~the~~(both ~~asset~~finished ~~and liability method~~goods), ~~deferred~~is ~~income~~stated ~~tax~~at ~~assets and liabilities are determined based on~~ the ~~differences~~ ~~between~~lower ~~the financial reporting and tax bases~~ of ~~assets~~cost ~~and~~or ~~liabilities~~market. ~~and~~Inventory costs are ~~measured~~determined using ~~the currently enacted~~ ~~tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that~~first-in, ~~based~~first-out ~~on available evidence, are not expected to be realized~~method.

~~Use of Estimates~~Goodwill

~~The~~Goodwill ~~preparation~~is the excess of ~~financial~~the ~~statements~~purchase price paid over the fair value of the identifiable net assets acquired in purchase business combinations. The Company accounts ~~conformity~~for goodwill in accordance with ~~generally~~ASC ~~accepted~~350 ~~accounting~~Goodwill ~~principles~~and ~~requires~~Other ~~management~~Intangible Assets. Under ASC 350, goodwill is subject to ~~make~~annual impairment ~~estimates~~tests or more frequently when events and ~~assumptions~~circumstances occur indicating that ~~affect~~recorded ~~the~~goodwill may be impaired. Impairment ~~reported~~is ~~amounts~~the condition that exists when the carrying amount of ~~assets~~goodwill ~~and~~exceeds ~~liabilities~~its ~~and~~implied ~~disclosure~~fair value. The implied fair value of ~~contingent~~goodwill is ~~assets~~the ~~and~~amount ~~liabilities~~determined atby deducting the ~~date~~estimated fair value of all the ~~financial~~tangible ~~statements~~ and ~~the~~identifiable ~~reported~~intangible ~~amount~~net assets of ~~revenues~~the reporting ~~and~~unit ~~expenses~~to ~~during~~which goodwill has been allocated from the estimated fair value of the reporting ~~period~~unit. ~~Actual~~If ~~results~~the ~~could~~recorded ~~differ~~value of ~~from~~goodwill ~~those~~exceeds ~~estimates~~its implied value, an impairment charge is recorded for the excess.

~~Basic~~Revenue ~~Income (Loss) Per Share~~Recognition

~~Basic~~The ~~income~~Company ~~(loss)~~distributes ~~per~~imaging ~~share is calculated~~systems byand ~~dividing~~related ~~the~~equipment, ~~Company’s~~and ~~net~~assembles ~~loss~~and ~~applicable~~sells tocomputer ~~common~~systems ~~shareholders~~and byperipheral ~~the~~equipment. ~~weighted~~Revenue ~~average~~from ~~number of common shares during~~ the ~~period.~~sale ~~Diluted~~of ~~earnings~~such ~~per share~~ products is ~~calculated~~recognized bywhen ~~dividing~~ the Company’s ~~net~~ships ~~income~~the ~~available~~product to ~~common~~customers ~~shareholders by~~and ~~the~~title ~~diluted~~has ~~weighted average number of shares outstanding during the year~~passed. ~~The~~Promark ~~diluted~~also ~~weighted~~receives ~~average~~commissions ~~number~~from ~~of shares outstanding~~providing issales-agent ~~the~~services ~~basic~~to ~~weighted~~third ~~number~~parties. ofSuch ~~shares~~commissions ~~adjusted~~are ~~for~~recognized ~~any~~as ~~potentially~~revenue ~~dilutive~~when ~~debt~~the orcommissions ~~equity. There~~ are noearned ~~such~~and ~~common stock equivalents outstanding as of December 31, 2011~~received.

~~SAND HILLS,~~Depreciation ~~INC.~~and Amortization

(AProperty, ~~DEVELOPMENT~~plant ~~STAGE~~and ~~COMPANY)~~equipment is recorded at cost, except of those assets acquired as part of the Promark acquisition, which have been recorded at their estimated fair values at the date of acquisition. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the lease term.

~~NOTES~~Stock ~~TO FINANCIAL STATEMENTS~~Options

~~DECEMBER~~The 31Company applies ASC 718-10, ~~2011~~Share-Based Payment, which requires companies to measure the cost of share-based awards to employees based on the grant-date fair value of the award using an option pricing model, and to recognize the cost over the period during which an employee is required to provide service in exchange for the award. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted to employees and recognizes the compensation cost of employee share-based awards in its statement of operations using the straight-line method over the vesting period of the award, net of estimated forfeitures.

~~NOTE~~The 1use –of ~~SUMMARY~~the OFBlack-Scholes ~~SIGNIFICANT~~option ~~ACCOUNTING~~pricing model ~~POLICIES~~to estimate the fair value of share-based awards requires that the Company make certain assumptions and estimates for required inputs to the model, including (~~continued~~i) the fair value of the Company’s common stock at each grant date, (ii) the expected volatility of the Company’s common stock value based on industry comparisons, (iii) the expected life of the share-based award, (iv) the risk-free interest rate, and (v) the dividend yield. The Company uses the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.

~~Revenue~~Impairment ~~Recognition~~of Long-Lived Assets and Long-Lived Assets to be Disposed

The Company ~~recognizes~~has ~~revenue~~adopted ~~when~~the ~~products~~provision that long-lived assets and certain identifiable intangibles are ~~fully~~reviewed ~~delivered~~for impairment whenever events or ~~services~~changes ~~have~~in ~~been~~circumstances indicate ~~provided~~that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and ~~collection~~used is ~~reasonably~~measured by ~~assured~~a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair values of the assets. There were no such impairments for the nine months ended March 31, 2012 or 2011.

~~Stock-Based~~Income ~~Compensation~~Taxes

~~Stock-based~~The ~~compensation~~Company iscalculates ~~accounted~~its ~~for~~income attax ~~fair~~provision ~~value~~using inthe ~~accordance~~asset ~~with~~and ~~SFAS~~liability Nomethod. ~~123~~Under the asset and ~~123~~liability ~~(R)~~method, ~~(ASC~~deferred ~~718).~~income Totaxes ~~date,~~are recognized for the ~~Company~~future ~~has~~tax ~~not~~consequences ~~adopted~~attributable ato ~~stock~~differences ~~option~~between ~~plan~~the financial statement carrying amounts of existing assets and ~~has~~liabilities ~~not~~and ~~granted~~their ~~any~~respective ~~stock~~tax ~~options~~bases and operating loss and tax credit carryforwards. AsDeferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of ~~December~~a ~~31,~~change ~~2011,~~in tax rates is recognized in income in the period that includes the enactment date. Since the Company ~~has~~files ~~not~~a ~~issued~~consolidated ~~any~~federal ~~stock-based~~income tax return, Promark ~~payments~~is tocharged for the proportional share of federal income tax on its ~~employees~~net taxable income. Promark is subject to state income tax and report these expenses as incurred.

~~Recent~~Uncertain ~~Accounting~~Tax ~~Pronouncements~~Positions

~~Sand~~Management ~~Hills~~considers ~~does~~the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not ~~expect~~to occur upon examination by the ~~adoption~~tax ofauthorities. Management has not identified any ~~recently~~uncertain ~~issued~~tax ~~accounting~~positions ~~pronouncements~~in tofiled ~~have~~income atax ~~significant~~returns ~~impact~~that onrequire recognition or disclosure in the accompanying financial statements. The Company’s ~~results~~income oftax ~~operations~~returns for the past three years are subject to examination by tax authorities, ~~financial position~~and ormay ~~cash~~change upon ~~flow~~examination.

~~NOTE~~Use 2of ~~– LOAN PAYABLE – RELATED PARTY~~Estimates

The ~~Company~~preparation ~~received~~of anconsolidated ~~unsecured~~financial statements ~~loan~~ in ~~the amount~~conformity ofwith ~~$9,000~~accounting onprinciples ~~May~~generally 5,accepted ~~2009~~in ~~from~~the ~~RBS~~United ~~Management~~States ~~Group,~~requires ~~LLC,~~management ~~a related party, which was used~~ to ~~fund~~make ~~its corporate bank account~~estimates ~~for~~and ~~use~~assumptions asthat ~~working~~affect ~~capital. Another loan in~~ the ~~amount~~reported amounts of ~~$7,000~~assets ~~was~~and ~~received~~liabilities onand ~~November~~disclosure ~~10,~~of ~~2009~~contingent ~~from~~assets ~~the~~and ~~same party. During~~liabilities at the ~~year~~date ~~ended~~of ~~March 31, 2011,~~ the ~~Company~~financial ~~received~~statements anand ~~additional $15,000 from~~ the ~~same~~reported ~~related~~amounts ~~party. The loans accrue interest at a rate~~ of 8%revenue ~~annually with principal~~ and ~~interest~~expenses ~~due~~during ~~and payable on demand by~~ the ~~holder~~reporting period. AtSignificant estimates ~~December~~include ~~31,~~allowance ~~2011~~for ~~accrued~~doubtful ~~interest totaled $4~~accounts,~~838.~~ ~~RBS~~reserve ~~Management~~for ~~Group,~~inventory ~~LLC is a shareholder of the Company~~obsolescence, and ~~its~~recoverability ~~member~~of isdeferred ~~President~~tax ~~and~~assets. Actual aresults ~~board~~could ~~member~~differ offrom ~~the Company~~those estimates.

~~NOTE~~Concentration 3of –Credit ~~ACCRUED EXPENSES~~Risk

~~Accrued~~Financial ~~expenses~~instruments which potentially subject to the Company to concentration of credit risk consist principally of ~~amounts~~trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the ~~Company~~large number of customers composing the company’s ~~independent~~customer ~~auditors~~base, and ~~filing~~their ~~fees~~dispensation across many different industries. Additionally, ~~legal~~the ~~fees~~Company ~~and~~maintains ~~interest~~cash balances that, at times, during the nine months ended March 31, 2012, exceeded the federally insured limit per financial institution.

~~NOTE 4 – INCOME TAXES~~7

For the periods ended December 31, 2011, Sand Hills has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $36,919 at December 31, 2011, and will expire beginning in the year 2030.Advertising

~~The~~Costs ~~provision~~incurred for ~~Federal~~producing ~~income~~and ~~tax~~communicating advertisements ~~consists~~are expensed as incurred and included in Selling, general and administrative expenses in the accompanying statement of ~~the~~operations. ~~following~~Advertising expenses, net of reimbursements from suppliers, were immaterial for the three and nine months ended March ~~December~~ 31:, 2012 and 2011.

	2011			2010
Federal income tax benefit attributable to:
Current operations	$	3,326		$	2,170
Less: valuation allowance		(3,326	)		(2,170	)
Net provision for Federal income taxes	$	0		$	0

NOTE 2 – PROPERTY, PLANT AND EQUIPMENT

~~The~~Property, ~~cumulative~~plant ~~tax~~and ~~effect~~equipment atconsists ~~the expected rate~~ of ~~34%~~the ~~of significant items comprising our net deferred tax amount is as follows~~following:

	December 31, 2011			March 31, 2011
	March 31, 2012			June 30, 2011
Deferred tax asset attributable to:
Machinery and equipment	$	340,706		$	334,207
Net operating loss carryover	$	12,553		$	9,227
Automobiles		5,000			5,000
Valuation allowance		(12,553	)		(9,227	)
Office furniture and equipment		74,517			66,865
Net deferred tax asset	$	-		$	-
Leasehold improvements		329,847			263,525
		750,070			669,597
Less accumulated depreciation and amortization		(525,819	)		(468,467	)
Property, plant and equipment, net	$	224,251		$	201,130

6Depreciation and amortization expense on property, plant and equipment amounted to $57,352 and $55,958 for the nine months ended March 31, 2012 and 2011, respectively. Depreciation and amortization expense was $19,609 and $18,804 for the three months ended March 31, 2012 and 2011, respectively.

~~SAND HILLS,~~NOTE ~~INC.~~3 – REVOLVING LINE OF CREDIT

(AOn ~~DEVELOPMENT~~August ~~STAGE~~17, ~~COMPANY)~~2010, the Company signed a line of credit agreement. Under the agreement, the Company has a revolving line of credit for up to $10 million with interest payable at the financial institution’s prime rate plus 0.5%. Interest is payable on a monthly basis. The line is secured by substantially all of the Company’s assets. The loan has a tangible net worth and fixed charge coverage financial covenant. The term of the agreement is currently set to expire on November 5, 2012.

~~NOTES~~The TObalance ~~FINANCIAL~~of ~~STATEMENTS~~the revolving line of credit at March 31, 2012 and June 30, 2011 was $4,349,586 and $4,817,951 respectively.

~~DECEMBER~~NOTE ~~31,~~4 ~~2011~~– COMMON STOCK

~~NOTE~~Under 5various –stock ~~LIQUIDITY~~pledge ~~AND~~agreements, the ~~GOING~~holders ~~CONCERN~~of common stock are not entitled to receive any dividends or other distributions from the Company unless and until all of the obligations owed to the financial institutions, as described in Note 3, have been performed and/or paid in full.

~~The~~On ~~Company~~March ~~has not~~30, ~~generated~~2012, ~~any~~in ~~revenues~~connection with the Reverse Merger, ~~has~~all ashares ~~working~~of ~~capital~~United ~~deficit~~Strategies, Inc. common and ~~has~~preferred ~~suffered~~stock awere ~~loss~~exchanged ~~from~~for ~~operations~~2.946421648 ~~These~~shares ~~factors~~of Sand ~~create~~Hill, ~~substantial doubt~~Inc. ~~about~~common ~~the~~stock. ~~Company’s~~Each ~~ability~~stock tooption ~~continue~~granted asby aUnited ~~going~~Strategies, ~~concern~~Inc. ~~The~~was ~~financial~~exchanged ~~statements~~for do2.946 ~~not~~stock ~~include~~options ~~any~~of ~~adjustment~~Sand ~~that~~Hills, ~~might~~Inc. beAs ~~necessary~~of ifMarch ~~the~~31, ~~Company~~2012, isthere ~~unable~~were to23,414,263 ~~continue~~outstanding asshares aof ~~going~~common ~~concern~~stock and 16,585,724 outstanding stock options.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations or acquiring or merging with a profitable company. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements until it is able to enter into a business combination with another company; however, there can be no assurance the Company will be successful in these efforts.8

NOTE 65 – ~~COMMITMENTS~~EARNINGS ~~AND~~PER ~~CONTINGENCIES~~SHARE

~~The~~Basic ~~Company~~earnings ~~neither~~(loss) ~~owns~~per ~~nor~~common ~~leases~~share is ~~any~~computed ~~real or~~by ~~personal~~dividing ~~property.~~net Anearnings ~~officer~~(loss) ~~has~~available ~~provided~~to ~~office~~common ~~services~~stockholders ~~without~~by ~~charge.~~the ~~There~~weighted-average isnumber noof ~~obligation~~common shares outstanding for the ~~officer~~period. toDiluted ~~continue this~~earnings ~~arrangement.~~(loss) ~~Such~~per ~~costs~~common ~~are~~share ~~immaterial~~include tothe potential dilution that would occur from the ~~financial~~common ~~statements~~shares issuable ~~and~~upon ~~accordingly~~the ~~are~~exercise ~~not~~of ~~reflected~~outstanding ~~herein.~~stock ~~The~~options ~~officers~~ and ~~directors~~warrants ~~are~~and ~~involved~~the inconversion ~~other~~of ~~business~~preferred ~~activities~~stock. ~~and~~The ~~most~~following ~~likely~~summarizes the ~~will~~computations ~~become~~of ~~involved~~basic inand ~~other~~diluted ~~business~~earnings ~~activities~~(loss) inper ~~the future.~~share:

NOTE 7 – SUBSEQUENT EVENTS

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2012			2011			2012			2011
Net Income (Loss)	$	(403,431	)	$	(329,294	)	$	(426,495	)	$	(74,563	)
Basic earnings (loss) per share	$	(0.02	)	$	(0.01	)	$	(0.02	)	$	(0.00	)
Diluted earnings (loss) per share	$	(0.02	)	$	(0.01	)	$	(0.02	)	$	(0.00	)
Weighted average common shares outstanding for :
Basic earnings (loss) per share		23,414,263			23,414,263			23,414,263			23,656,030
Diluted earnings (loss) per share		23,414,263			23,414,263			23,414,263			23,656,030

~~Management~~For ~~has~~the ~~evaluated~~three ~~subsequent~~months ~~events through~~ended ~~January~~March 2331, 2012 and 2011, ~~the~~there ~~date~~were on13,694,995 ~~which~~and ~~the~~8,098,804 ~~financial~~antidilutive ~~statements~~stock options respectively. There were ~~issued~~10,510,825 ~~and~~antidilutive ~~has~~stock options ~~determined~~for itthe ~~does~~nine ~~not~~months ~~have~~ended ~~any~~March ~~material subsequent~~31, ~~events~~2012 toand ~~disclose~~8,527,873 for the nine months ended March 31, 2011.

7NOTE 6 – STOCK OPTION PLAN

~~Item~~Sand 2.Hills ~~Management’s~~Stock ~~Discussion~~Option ~~and Analysis of Financial Condition and Results of Operations.~~Plan

~~Statements~~On March 30, ~~other~~2012, ~~than~~we ~~historical~~adopted ~~facts,~~the ~~contained~~Sand inHills ~~this~~2012 ~~Quarterly~~Omnibus ~~Report~~Stock onPlan ~~Form~~(the ~~10-Q~~“Company Plan”), ~~including~~under ~~statements~~which of21,000,000 ~~potential~~shares ~~acquisitions~~of ~~and~~ our ~~strategies,~~common ~~plans~~stock ~~and objectives,~~were ~~are~~reserved ~~"forward-looking~~for ~~statements”~~issuance ~~within~~as ~~the~~incentive ~~meaning~~equity ofawards. ~~Section~~The ~~27A~~purpose of the ~~Securities~~Company ~~Act~~Plan ofis ~~1933~~two-fold. First, asin ~~amended~~connection (with the ~~“Securities~~Reverse ~~Act”)~~Merger, ~~and~~we ~~Section~~substituted ~~21E~~each ofstock ~~the~~option ~~Securities~~granted ~~Exchange~~under ~~Act~~USI’s of2001 ~~1934,~~Stock asOption ~~amended~~Plan, ~~(the~~with ~~“Exchange~~a ~~Act”).~~substantially ~~Although~~similar ~~we believe~~equity ~~that~~award ~~our~~granted ~~forward~~under ~~looking~~the ~~statements~~Company ~~are~~Plan ~~based~~(subject onto ~~reasonable~~proportionate ~~assumptions,~~adjustments weto ~~caution~~reflect ~~that~~the ~~such~~ratios ~~statements~~used ~~are~~in ~~subject~~consummating tothe ~~a wide~~Reverse ~~range~~Merger). Accordingly, of ~~risks~~the 21,000,000 ~~trends~~shares ~~and~~of ~~uncertainties~~our ~~that~~common ~~could~~stock ~~cause~~that ~~actual~~are ~~results~~reserved tofor ~~differ~~issuance ~~materially~~as ~~from~~awards ~~those~~under ~~projected~~the ~~Among those~~Company ~~risks~~Plan, ~~trends~~16,585,724 ~~and~~were ~~uncertainties~~issued ~~are~~as ~~important~~substitute ~~factors~~awards, ~~that~~leaving ~~could~~an ~~cause~~additional ~~actual~~4,414,276 ~~results~~shares tofor ~~differ~~issuance ~~materially~~thereunder. ~~from~~Second, the shares ~~forward~~of ~~looking statements,~~stock ~~including,~~remaining ~~but~~available ~~not~~for ~~limited~~issuance ~~to;~~under the ~~time~~Company ~~management~~Plan ~~devotes~~will tobe ~~identifying~~used afor ~~target~~attracting ~~business;~~and ~~management’s~~retaining ~~ability~~employees, management, todirectors ~~consummate~~and aoutside ~~business~~consultants, ~~combination;~~who ~~the~~will ~~financial~~be ~~condition~~granted ofawards ~~the~~at ~~target~~or ~~company~~above ~~with~~fair ~~which~~market wevalue ~~may~~from ~~enter~~time ato ~~business~~time ~~combination;~~ under the ~~effect~~guidance and approval of ~~existing~~our ~~and~~Board ~~future~~of ~~laws;~~Directors ~~governmental~~or ~~regulations;~~compensation ~~the~~committee ~~political~~or ~~and~~such ~~economic~~other ~~climate~~group ofas ~~the~~is ~~United~~vested ~~States;~~by ~~and conditions~~our inBoard of Directors with the ~~capital~~power ~~markets.~~to Weadminister ~~undertake~~the noCompany ~~duty~~Plan, toand ~~update~~in oraccordance ~~revise~~with ~~these~~the ~~forward-looking~~terms ~~statements~~of the Company Plan.

~~When~~The ~~used~~Company inestimates ~~this Form 10-Q,~~ the ~~words,~~fair ~~“expect,” “anticipate,”~~value ~~“intend,” “plan,” “believe,” "seek," "estimate"~~of ~~and~~stock ~~similar~~options ~~expressions~~on ~~are~~the ~~intended~~date toof ~~identify~~grant ~~forward-looking~~using ~~statements,~~the ~~although not all forward~~Black-~~looking statements contain these identifying words. Because these forward~~Scholes-~~looking~~Merton ~~statements~~option ~~involve~~valuation ~~risks~~model and ~~uncertainties,~~the ~~actual~~straight-line ~~results~~attribution ~~could differ~~approach ~~materially~~with ~~from~~the ~~those~~following ~~expressed~~weighted oraverage ~~implied~~assumptions byfor ~~these~~the ~~forward-looking~~nine ~~statements~~month ~~for~~periods aended ~~number~~March of31, ~~important~~2012 ~~reasons.~~and 2011:

Overview.

	2012			2011
Expected Term (in years)		9.50			-
Volatility		75	%		-
Risk-free Interest rate		2.23	%		-
Dividend Yield		-			-

Sand Hills, Inc. (“we”, “us” or the “Company”) was incorporated in the State of Nevada on April 2, 2009. We are a developmental stage company and have not generated any revenues to date. We were organized to serve as a vehicle for a business combination through a capital stock exchange, merger, reverse acquisition, asset acquisition or other similar business combination (a “Business Combination”) with an operating or development stage business (the “Target”) which desires to utilize our status as a reporting company under the Exchange Act.9

~~The~~A ~~Company~~summary ~~voluntarily~~of ~~filed~~stock aoptions ~~registration statement~~activity ~~on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on July 24, 2009, and since its effectiveness,~~for the ~~Company~~nine ~~has~~months ~~focused~~March ~~its efforts on identifying a possible Target for a Business Combination. We are not presently engaged in~~31, ~~and~~ ~~will~~2012 ~~not~~is ~~engage~~as ~~in, any substantive commercial business operations unless and until we consummate a Business Combination. Our fiscal year ends on March 31.~~follows:

Based on our business activities, the Company is a “shell company” which is defined, as a company which has (i) no or nominal operations; and (ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash equivalents; or (z) assets consisting of any amount of cash and cash equivalents and nominal other assets. Because we are a “shell” company, the Business Combination we enter into with a Target will be deemed to be a “reverse acquisition” or “reverse merger.” In addition, under Rule 12b-2 of the Exchange Act, the Company also is a “blank check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.

					Weighted
			Weighted		Average
			Average		Remaining
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Life		Value
Outstanding at July 1, 2011		8,836,638	$	0.01		6.2 years	$	795,124
Options Granted		7,749,086		0.04		9.5 years		613,728
Options Exercised		-		-		-		-
Options Forfeited		-		-		-		-

Outstanding at March 31, 2012		16,585,724	$	0.02		7.8 years	$	1,408,852
Exercisable at March 31, 2012		16,585,724	$	0.02		7.8 years	$	1,408,852

~~Our~~The ~~management~~Company ~~has~~estimates ~~broad~~the ~~discretion~~fair ~~with~~value ~~respect~~of tothe ~~identifying~~stock ~~and~~options ~~selecting~~granted aon ~~prospective~~October ~~Target. We have not established any specific attributes or criteria (financial or otherwise) for a prospective Target and may enter into a Business Combination with a development stage company~~21, a2011 ~~distressed~~at ~~company or a foreign company engaged in any industry~~$249,324. ~~Our~~The ~~sole officer and director has never served as an officer or director of a development stage public company that has consummated a Business Combination such as that contemplated by our~~ Company. ~~Accordingly,~~will ~~he may~~ not ~~successfully~~incur ~~identify a Target or conclude a Business Combination. In addition, our management engages in other business activities and is not obligated to devote~~ any ~~specific~~additional ~~number~~expense ofrelated ~~hours~~ to ~~our matters. Management intends to devote only as much time as it~~stock ~~deems~~options ~~necessary~~outstanding toat ~~our~~March ~~affairs~~31, 2012.

8Expected Term: The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration for the contractual terms of the stock-based awards and vesting schedules.

WeExpected ~~cannot~~Volatility: ~~assure~~The ~~you~~fair ~~that we will be successful~~value inof ~~concluding~~stock abased ~~Business~~options ~~Combination.~~made Wefor ~~will~~the ~~not~~nine ~~realize~~months ~~any~~ended ~~revenues~~March or31, ~~generate~~2012, ~~any~~were ~~income~~valued ~~unless~~using ~~and~~the ~~until~~Black-Scholes wevaluation ~~successfully merge~~method with a orvolatility ~~acquire~~factor anbased ~~operating~~on ~~business~~the ~~that~~historical isstock ~~generating~~prices ~~revenues~~of ~~and~~publically ~~otherwise~~traded iscompanies operating ~~profitably.~~in ~~Moreover,~~the wesame ~~can offer~~industry noas ~~guarantee that~~ the Company ~~will~~over ~~achieve~~the ~~long-term~~expected ~~or immediate short-~~term ~~earnings~~of ~~from~~the ~~any Business Combination~~option.

~~Any~~Risk-Free ~~entity~~Interest ~~with~~Rate: ~~which~~The ~~we enter into a Business~~Company ~~Combination~~bases ~~will be subject to numerous risks in connection with its operations. To~~ the ~~extent~~risk-free weinterest ~~affect~~rate aon Business Combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the ~~business~~implied ~~and~~yield ~~operations~~currently ofavailable ~~such~~on ~~companies~~U.S. ~~If we~~Treasury ~~consummate~~zero-coupon aissues ~~Business Combination~~ with aan ~~foreign entity, we will be subject to all of the risks attendant to foreign operations.~~equivalent ~~Although~~remaining ~~our management will endeavor to evaluate the risks inherent in a particular Target, we cannot assure you that we will properly ascertain or assess all significant risk factors~~term.

WeExpected ~~expect~~Dividend: ~~that~~The inCompany has ~~connection~~not ~~with~~paid any ~~Business Combination,~~dividends. weThe ~~will~~Company ~~issue~~currently ahas ~~significant~~no ~~number~~plans ~~of shares of our common stock (equal~~ to atpay ~~least~~or ~~80%~~declare of the total number of shares outstanding after giving effect to the transaction and likely, a significantly higher percentage) in order to ensure that the Business Combination qualifies as a “tax free” transaction under federal tax lawsdividends. ~~The issuance of additional shares of our capital stock will:~~

●NOTE ~~significantly~~7 ~~reduce~~– ~~the~~MAJOR ~~equity interest of our stockholders prior to the transaction; and~~CUSTOMERS/VENDORS

●During ~~cause~~the anine ~~change~~months inended ~~control~~March in31, 2012 ~~our~~and 2011, the Company had sales to one customer, that were approximately 22% and ~~likely~~24% ~~result~~of intotal ~~the~~annual ~~resignation~~sales, orrespectively. The ~~removal~~same customer had sales of ~~our~~approximately ~~officer~~27.6% and ~~directors~~24.9% asfor ofthe three months ended March 31, 2012 and 2011, respectively. This customer had outstanding receivables to the ~~date~~Company of approximately 15% of the ~~transaction~~total outstanding receivables at March 31, 2012 and 17% for March 31, 2011.

~~Our~~Additionally, ~~management~~the ~~anticipates~~Company ~~that~~purchased ~~our Company~~goods ~~likely~~for ~~will~~resale ~~affect~~from ~~only~~ one ~~Business~~vendor ~~Combination,~~amounting ~~due primarily~~ to ~~our~~approximately ~~limited~~16% ~~financial~~of ~~resources~~total ~~and~~purchases for the ~~dilution~~nine ofmonths ~~interest for~~ended ~~present~~March ~~and prospective stockholders~~31, ~~which~~2012 isand ~~likely to occur as a result of our management's plan to offer a controlling~~approximately ~~interest~~18% tofor athe ~~Target~~three inmonths ~~order~~ended toMarch ~~achieve~~31, a2012. ~~tax-free~~The ~~reorganization.~~Company ~~This~~purchased ~~lack~~approximately 15% of ~~diversification~~total ~~should~~purchases befrom ~~considered~~ a ~~substantial~~different vendor ~~risk~~for inthe ~~investing~~nine inmonths usended ~~because~~March it31, ~~will~~2011 ~~not~~and ~~permit~~approximately us17% tofor ~~offset~~the ~~potential~~three ~~losses~~months ~~from~~ended ~~one~~March ~~venture~~31, ~~against potential gains from another~~2011.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to filing periodic reports under the Exchange Act, investigating and analyzing Targets and, possibly, consummating a Business Combination. We believe we will be able to meet these costs through use of funds in our treasury and from cash which may be loaned to or invested in us by our stockholders, management or other investors. As of December 31, 2011, the Company had $594 in its treasury. It is unlikely that we will be able to secure third party funding for our operations and we cannot be certain that the Company will be able to secure additional funding as needed. There are no assurances that the Company will be able to secure additional funding as needed. Our ability to continue as a going concern is dependent upon our ability to generate cash from the sale of our common stock and/or obtain debt financing and attain future profitable operations by acquiring or merging with a profitable company.10

~~Liquidity~~NOTE ~~and~~8 ~~Capital~~– ~~Resources~~RELATED PARTY TRANSACTIONS

AtDuring ~~December~~the ~~31,~~nine ~~2011,~~months weended ~~had~~March ~~total~~31, 2012 ~~assets~~and ~~of $594~~2011, ~~consisting~~Quality ~~exclusively~~First ofImaging, ~~cash~~Inc. ~~This~~(QFI) ~~compares~~was ~~with~~paid ~~total assets of~~ $944,~~630~~185 atand ~~March 31~~$232,782 ~~2011~~respectively, ~~our~~for ~~fiscal~~imaging ~~year~~and ~~end~~consulting services. QFI Atwas ~~December 31,~~paid ~~2011~~$29,603 ~~the~~and ~~Company had current liabilities of~~ $37207,~~313~~159 ~~compared~~for ~~with~~the ~~current~~three ~~liabilities~~months ofended ~~$36,568~~March ~~at December~~ 31, ~~2011,~~2012 ~~in each~~and ~~case~~2011, ~~comprised~~respectively. Three of ~~amounts~~the ~~owed~~Company’s shareholders toalso ~~stockholders~~own ~~and~~60% ~~accrued~~of ~~expenses~~the stock of QFI.

~~Our~~During ~~existing~~the ~~cash~~three ~~reserves~~months ~~will~~ended ~~not~~March ~~be sufficient~~31, to2012 ~~cover~~the ~~our~~company ~~operating~~forgave ~~costs~~$226,475.00 ~~and~~in ~~expenses~~debt ~~over~~from Grindstone Technologies, Inc. (“GTI”). Three of the ~~next~~Company’s shareholders ~~twelve~~also ~~months~~own 60% of the stock of Grindstone.

ToTwo ~~date,~~of wethe ~~have~~Company’s ~~funded our operations through~~shareholders ~~loans~~are ~~from~~owners ~~our~~of ~~stockholders.~~limited ~~Our~~liability ~~stockholders~~company ~~have~~that ~~advised~~owns ~~management~~rental property that ~~they~~was ~~presently~~used ~~expect~~by tothe ~~fund~~Company’s ~~additional~~employees ~~costs~~ and ~~expenses~~vendors periodically wethroughout ~~may~~the ~~incur~~year. ~~through~~During ~~loans~~the ornine ~~further~~months ~~investment~~ended inMarch ~~the Company~~31, as2012 and ~~when~~2011, ~~necessary.~~the ~~However,~~Company ~~our~~paid ~~stockholders~~rental ~~are~~fees ~~under~~of no$76,500 and $74,500, ~~obligation~~respectively, to ~~provide~~the ~~such~~limited ~~funding.~~liability Ifcompany ~~our~~for ~~stockholders~~the douse ~~not~~of ~~fund~~the ~~our~~property. ~~operations~~The ~~and~~Company wepaid ~~are~~rental ~~unable~~fees toof ~~obtain~~$25,500 ~~cash~~for ~~from~~the ~~other~~three ~~sources,~~months ~~which~~ended ~~may~~March ~~not be possible~~31, we2012 ~~may be required to discontinue operations~~ and ~~our stockholders may suffer the loss of their entire investment~~2011.

NOTE 9 – INTANGIBLE ASSETS

During June 2010, the Company hired an employee to head its professional services division. The ~~following~~Company ispaid $275,000 to the employee’s former employer and the employee signed a ~~summary~~three-year employment agreement that included a non-compete clause. This non-compete clause will amortized over the life of the ~~Company'~~employee’s ~~cash~~ ~~flows~~employment ~~provided~~contract. byThe ~~(used~~Company will recognize an additional $22,917 of amortization expense in) ~~operating~~fiscal year 2012 and ~~financing~~$91,667 ~~activities:~~in fiscal year 2013.

	Nine Months Ended December 31, 2011			Nine Months Ended December 31, 2010		For the Cumulative Period from April 2, 2009 (Inception) to December 31, 2011
Net Cash Used by Operating Activities	$	9,036		$	6,945	$	30,606
Net Cash Provided by Financing Activities	$	-		$	15,000	$	31,200
Net Increase (Decrease) in Cash and Cash Equivalents	$	(9,036	)	$	8,055	$	594

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

WeThe dofollowing ~~not~~management’s discussion ~~expect~~and toanalysis ~~engage~~of the Company’s financial condition and results of operations should be read in ~~any~~conjunction ~~substantive~~with ~~activities~~the ~~unless~~Company’s Consolidated Financial Statements and ~~until~~the ~~such~~Notes ~~time~~thereto. This asdiscussion weand ~~enter~~analysis ~~into~~contains, ain ~~Business~~addition to ~~Combination~~historical information, ifforward-looking ~~ever.~~statements Wethat ~~cannot~~involve ~~provide~~risks ~~investors~~and ~~with~~uncertainties. ~~any~~Our ~~assurance~~actual results may differ materially from ~~that~~those weanticipated ~~will~~in ~~have~~these ~~sufficient~~forward-looking ~~capital~~statements ~~resources~~as toa ~~fund~~result ~~our~~of ~~operations~~certain risks and ~~realize~~uncertainties, ~~our~~including ~~business~~those ~~objectives~~set forth under the heading “Risk Factors” in the Current Report on Form 8-K filed on April 4, 2012 and below.

~~Results~~This report contains forward-looking statements, and although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We strongly urge current and prospective investors to carefully consider the cautionary statements and risks contained in this report, particularly the risks described under “Risk Factors” in the Current Report on Form 8-K filed on April 4, 2012 and below. Such risks include, but are not limited to, the continued acceptance of ~~Operations~~the Company’s distribution channel by vendors and customers, the timely availability and acceptance of new products, contribution of key vendor relationships and support programs, as well as factors that affect the software industry generally.

~~Since~~The ~~our~~Company ~~inception, we have not engaged in~~operates ~~any~~in ~~substantive~~a ~~operations,~~rapidly ~~other~~changing ~~than seeking to identify a Target~~business, ~~nor generated any revenues. We reported a net loss for the three~~ and ~~nine~~new ~~months~~risk ~~ended~~factors ~~December~~emerge ~~31,~~from ~~2011~~time ~~of $2,600 and $9,781, respectively, compared~~ to atime. ~~net~~Management ~~loss~~cannot ofpredict ~~$1,874~~every ~~and~~risk $6factor,~~381~~ ~~for~~nor ~~the~~can ~~comparable~~it ~~2010~~assess ~~periods~~the impact, ~~and~~if ~~have~~any, ~~suffered a net loss since inception~~ of ~~$36,919.~~all Atsuch ~~December~~risk ~~31,~~factors ~~2011,~~on wethe ~~had~~Company’s abusiness ~~working~~or ~~capital deficit~~the ofextent ~~$36,719 compared~~ to ~~$26,938~~which atany ~~March 31~~factor, or ~~2011.~~combination ~~Since~~of ~~our inception~~factors, ~~our~~may ~~operating~~cause ~~expenses~~actual ~~have~~results ~~principally~~to ~~comprised professional~~differ ~~fees~~materially ~~and~~from ~~expenses~~those ~~incurred~~projected in ~~connection~~any ~~with~~forward-looking ~~the filing of reports under the Exchange Act, as well as interest accrued on loans from one of our stockholders~~statements.

WeAccordingly, doforward-looking statements should not ~~expect~~be torelied ~~engage~~upon inas ~~any~~a ~~activities, other~~prediction ~~than~~of ~~seeking~~actual toresults ~~identify a Target, unless~~ and ~~until~~readers ~~such~~are ~~time~~cautioned asnot weto ~~enter~~place ~~into~~undue areliance ~~Business~~on these ~~Combination~~forward-looking ~~with a Target~~statements, ifwhich ~~ever. We~~speak ~~cannot~~only ~~provide investors with any assessment~~ as ~~to the nature~~ of atheir ~~Target’s~~dates. ~~operations~~The orCompany ~~speculate~~undertakes asno obligation to ~~the~~publicly ~~status of~~update ~~its~~or ~~products~~revise orany ~~operations~~forward-looking statements, whether atas ~~the~~a ~~time~~result of ~~the~~new ~~Business~~information, ~~Combination~~future itevents ~~will be generating revenues~~ or ~~its future prospects~~otherwise.

~~Going Concern~~Background

~~Our~~On ~~negative~~March ~~working~~30, ~~capital~~2012, ~~continuing~~the ~~operating losses~~Company, ~~failure~~completed a toreverse ~~generate~~merger ~~revenues~~transaction ~~and~~among ~~lack~~the ofCompany; ~~operating~~USI; ~~capital~~Promark; ~~create~~and ~~substantial~~Promark ~~doubt~~Acquisition ~~about~~Corporation, ~~the~~a ~~Company’s~~Delaware ~~ability~~corporation toand ~~continue~~our asnewly-created, awholly-owned ~~going~~subsidiary ~~concern.~~(“Merger ~~The~~Sub”), ~~ability~~pursuant ofto ~~the~~which ~~Company~~Merger toSub ~~continue~~merged with and into USI, with USI continuing as athe ~~going~~surviving ~~concern~~entity is(the ~~dependent~~“Reverse onMerger”) ~~its~~and ~~ability~~our towholly-owned ~~generate~~subsidiary (Sand Hills, USI ~~cash~~as ~~from~~surviving ~~the~~entity ~~sale~~and subsidiary of ~~its~~Sand ~~securities~~Hills, and ~~attaining~~Promark ~~future~~as ~~profitable~~subsidiary ~~operations.~~of ~~Management’s~~USI ~~plans~~collectively ~~include~~constitute ~~selling~~the ~~its equity~~“Company,” ~~securities~~“we” ~~and~~or ~~obtaining~~“us”). ~~debt~~The ~~financing~~Reverse toMerger ~~fund~~was ~~its~~consummated ~~capital~~under ~~requirement~~Delaware ~~and~~corporate ~~ongoing~~law ~~operations;~~pursuant ~~however,~~to ~~there~~an ~~can~~Agreement and bePlan noof ~~assurance the~~Merger, ~~Company~~dated ~~will~~as beof ~~successful~~March in16, ~~these efforts~~2012.

~~The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.~~11

~~Item~~At 3.the ~~Quantitative~~closing of the Reverse Merger, the former stockholders of USI received shares of our common stock for all of the outstanding shares of common stock and ~~Qualitative~~preferred stock ~~Disclosures~~of ~~About~~USI ~~Market~~held ~~Risk~~by them. As a result, at the closing of the Reverse Merger, we issued an aggregate of 21,414,263 shares of our common stock to the former stockholders of USI. The shares issued to USI’s former stockholders represent approximately 91.46% of our outstanding shares of common stock. The consideration issued in the Reverse Merger was determined as a result of arm’s-length negotiations between Sand Hills and USI.

~~Smaller~~Immediately ~~reporting~~prior ~~companies~~to ~~are~~the ~~not~~closing ~~required~~of the Reverse Merger, there were outstanding stock options to ~~provide~~purchase shares of common stock of USI. Pursuant to the ~~information~~Merger ~~required~~Agreement, we byhave ~~this~~agreed ~~item~~to issue to former USI optionholders substitute options to purchase a number of shares of our common stock based upon the ratio used to determine the number of shares issuable to USI stockholders in connection with the Reverse Merger. We are obligated upon the exercise of those stock options to issue 16,585,724 shares or approximately 41.46% of our total outstanding shares and options.

~~Item~~Balances ~~4(T).~~reported ~~Controls~~for prior periods reflect the accounts of USI and ~~Procedures~~Promark only. Additionally, the equity structure of USI has been restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of Sand Hills common stock issued in the Merger.

~~Evaluation~~We intend to carry on USI’s information technology distribution business through its subsidiary Promark as our sole line of ~~Disclosure~~business. ~~Controls~~We have relocated our executive offices to those of Promark at 10900 Pump House Rd., Annapolis Junction, Maryland 20701. Our new telephone number is (240) 280-8030, fax number is (301) 725-7869, and ~~Procedures~~corporate website is www.promarktech.com. The contents of our website are not part of this Quarterly Report on Form 10-Q.

As of December 31, 2011, the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer and who we refer to herein as our PEO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. As a result of our continuing efforts to remediate the material weaknesses in our internal control over financial reporting that existed as of December 31, 2010 and which remained extant as of the close of the period covered by this Report, our PEO concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2011.Overview

10Promark is the only operating company owned by Sand Hills and USI. Its primary business is in the distribution of software, hardware, and professional services for the information technology marketplace. Promark purchases products direct from leading information technology manufacturers and software publishers. We market these products through utilizing an inside and outside sales force along with, advertisements in trade magazines, as well as through the Internet and e-mail promotions. Promark sells to value added resellers, dealers, corporate resellers and systems integrators.

The ~~weaknesses~~Company inreported ~~our~~net ~~disclosure~~revenue ~~and~~of ~~procedures~~$76.4 ~~encompassed~~million ~~weaknesses~~for inthe ~~certain~~nine ~~elements~~months ofended ~~our~~March ~~internal~~31, ~~control~~2012 ~~over~~as ~~financial~~compared ~~reporting~~to ~~(ICFR)~~net ~~that~~revenue ~~our~~of ~~subsumed~~$70.2 ~~within~~million ~~our disclosure~~for ~~controls~~the ~~and~~nine ~~procedures.~~months Aended ~~material~~March ~~weakness~~31, 2011, isan ~~defined~~8.82% ~~in Section 210~~increase.~~1-02(4)~~ Gross ofprofit ~~Regulation~~increased ~~S-X~~by ~~as a deficiency~~$171,000, or ~~combination~~ ~~of deficiencies~~3.2%, in ~~internal~~the ~~control~~nine ~~over~~months ~~financial~~ended ~~reporting~~March 31, ~~such~~2012 ~~that~~as ~~there is a reasonable possibility that a material~~compared ~~misstatement~~to ~~of the annual or interim financial statements will not be prevented or detected on a timely basis~~2011. The ~~specific~~increase ~~weaknesses relate~~in toboth ~~elements~~net ofrevenue ~~our~~and ~~ICFR~~gross ~~that~~profit ~~provide~~was ~~reasonable~~primarily ~~assurances~~due ~~that~~to ~~transactions~~USI’s ~~are~~continued ~~recorded~~concentration ason ~~necessary to permit the preparation~~bringing ofon ~~financial~~new ~~statements~~product inlines ~~accordance~~and ~~with~~maximizing ~~generally~~the ~~accepted~~sales ~~accounting~~of ~~principles~~our ~~and~~existing ~~comprise~~product ~~the following:~~lines.

1Net operating expense increased by 13.9% in Wethe ~~did~~nine ~~not~~months ~~maintain~~ended ~~effective~~March ~~controls~~31, ~~over~~2012 as compared to 2011. This was mainly due to expenses related to the ~~control~~Reverse ~~environment~~Merger. Also contributing was an increase in employee costs, mainly commissions, which coincide with the increase in revenue.

2Results of operations often fluctuate on a quarterly basis as a result of a number of factors, including but not limited to: the condition of the global economy; shifts in demand for storage products; pricing; and consolidations within the storage industry. WeThe ~~did~~Company’s operating expenditures are based on sales forecasts. If revenues do not ~~maintain~~meet ~~effective~~expectations ~~controls~~in ~~over~~any ~~financial~~given ~~statement~~quarter, ~~disclosure~~operating results may be materially adversely affected.

3.Sand WeHills ~~did~~was not ~~maintain~~an ~~effective~~operating ~~controls~~company prior ~~over~~to ~~financial~~the ~~reporting~~Reverse Merger. As a result, we anticipate that the Company’s revenues going forward will reflect the former USI business and no revenues from Sand Hills will be lost as a result of the Reverse Merger.

4.CRITICAL ~~There~~ACCOUNTING existed a lack of segregation of duties in regard to the Company’s financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation, because we have only one officer who is responsible for all such duties.POLICIES

WeThe ~~believe~~discussion ~~that~~and analysis ~~the~~of ~~weaknesses in~~ our ~~disclosure controls~~financial condition and ~~procedures~~results ~~and~~of ~~ICFR~~operations are abased ~~direct~~upon ~~consequence~~our ofconsolidated ~~our~~financial ~~size~~statements, ~~resource~~which ~~constraints~~have been ~~and~~prepared ~~the~~in ~~nature~~accordance ofwith ~~our~~accounting ~~business.~~principles ~~We are~~generally aaccepted ~~“shell~~in ~~company,”~~the asUnited ~~defined~~States. ~~under~~The ~~the~~preparation ~~Securities~~of ~~Act,~~these inconsolidated financial ~~that~~statements werequires ~~have~~us noto ~~operations~~make estimates and ~~nominal~~judgments that affect the reported amounts of assets., ~~Further~~liabilities, revenues weand ~~have~~expenses, noand ~~full-time~~related ~~employees~~disclosure of contingent assets and liabilities. AsOn aan ~~result~~on-going basis, we ~~are~~evaluate ~~constrained by~~ our ~~lack~~estimates ofbased on ~~resources~~historical toexperience ~~take~~and ~~the~~on ~~types~~various ofother ~~corrective~~assumptions ~~actions~~ that ~~would~~are bebelieved ~~necessary~~ to ~~remediate~~be ~~the~~reasonable ~~material~~under ~~weaknesses,~~the ~~including~~circumstances, ~~for~~the ~~example,~~results of ~~engaging~~which ~~additional~~form ~~accounting~~the ~~personnel and~~basis ~~adopting~~for anmaking ~~audit~~judgments ~~committee~~about ~~charter~~the ~~and~~carrying ~~seating~~values anof ~~audit~~assets ~~committee~~and ~~with~~liabilities atthat ~~least~~are ~~one~~not ~~independent~~readily ~~member~~apparent from ~~who~~other ~~qualifies~~sources. asActual ~~an audit~~results ~~committee~~may ~~financial~~differ ~~expert~~from asthese ~~defined~~estimates inunder ~~Item~~different ~~407(d)(5)(ii)~~assumptions ofor ~~Regulation S-K~~conditions.

~~Changes~~A summary of significant accounting policies is included in ~~Internal~~Note ~~Controls~~1 to the consolidated financial statements included above and notes contained in our Current Report on Form 8-K filed on April 4, 2012. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about the Company’s operating results and financial condition.

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three months ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 12

~~PART~~Financial IIReporting Release —No. ~~OTHER~~60, ~~INFORMATION~~which was released by the U.S. Securities and Exchange Commission, encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. Our consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

~~Item~~Use 1of Estimates - Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. ~~Legal~~The ~~Proceedings~~preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates these estimates, including those related to allowances for doubtful accounts receivable, the carrying value of property and equipment and long-lived assets, and the value of stock-option based compensation. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~The~~Revenue ~~Company~~Recognition - isWe ~~not~~follow athe ~~party~~guidance toof ~~any~~Accounting ~~legal~~Standards ~~proceeding~~Codification (ASC) Topic 605, “Revenue Recognition” for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or ~~litigation~~product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for our various revenues streams:

~~Item~~• ~~1A.~~Revenues ~~Risk~~from ~~Factors.~~sales of products are generally recognized when products are shipped

~~Smaller~~• ~~reporting~~Revenue ~~companies~~from services is recorded as ~~defined~~it inis ~~Rule 10~~earned. ofCommissions ~~Regulation~~earned ~~S-K~~on ~~are~~third ~~not~~party ~~required~~sales toare ~~provide~~recorded in the ~~information~~month ~~required~~in which payment is received by ~~this~~the ~~item~~Company.

~~Item~~• 2.Amounts ~~Unregistered~~billed ~~Sales~~in advance of ~~Equity~~services ~~Securities~~being provided are recorded as deferred revenues and ~~Use~~recognized in the consolidated statement of ~~Proceeds~~operations as services are provided.

~~None.~~Results of Operations

~~Item~~THREE 3.AND ~~Defaults~~NINE ~~Upon~~MONTHS ~~Senior~~ENDED ~~Securities.~~MARCH 31, 2012 COMPARED TO THREE AND NINE MONTHS ENDED MARCH 31, 2011

None.

	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011

Revenue	$	25,383,585		$	19,677,227		$	76,412,309		$	70,191,481
Gross profit		1,878,768			1,607,310			5,505,209			5,333,884
Selling, general and administrative		2,464,677			1,869,079			5,956,982			5,220,078
Depreciation and amortization		43,426			41,721			128,803			124,709
Total Operating Expenses		2,508,103			1,910,800			6,085,785			5,344,787
Operating Income (loss)		(629,335	)		(303,490	)		(580,576	)		(10,903	)
Interest Expense (net)		39,096			25,804			110,919			60,204
Income Tax Benefit		265,000			-			265,000			-
Net income	$	(403,431	)	$	(329,294	)	$	(426,495	)	$	(74,563	)

~~Item 4. (Reserved)~~13

	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011

Cost of sales as a percentage of revenues		92.60	%		91.83	%		92.80	%		92.40	%
Gross profit margin		7.40	%		8.17	%		7.20	%		7.60	%
Selling, general and administrative expenses as a percentage of revenues		9.71	%		9.50	%		7.80	%		7.44	%
Total operating expenses as a percentage of revenues		9.88	%		9.71	%		7.96	%		7.61	%

~~Item~~NINE 5.MONTHS ~~Other~~ENDED ~~Information.~~MARCH 31, 2012 COMPARED TO NINE MONTHS ENDED MARCH 31, 2011:

~~None.~~Net Sales

~~Item~~Net sales for the nine months ended March 31, 2012 increased 8.86%, or $6.2 ~~Exhibits~~million to $76.4 million compared to $70.2 million for the nine months ended March 31, 2011. The increase in net sales was mainly a result of our continued focus on the expansion of our reseller base as well as the addition of several key product lines.

~~Index~~Gross ~~to Exhibits~~Profit

Exhibit	Description
31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011.
32.1*	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS1	XBRL Instance Document
101.SCH1	XBRL Taxonomy Extension Schema Document
101.CAL1	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB1	XBRL Taxonomy Extension Label Linkbase Document
101.PRE1	XBRL Taxonomy Extension Presentation Linkbase Document

Gross Profit for the nine months ended March 31, 2012 was $5.5 million compared to $5.3 million for the nine months ended March 31, 2011, a 3.21% increase. The increase in gross profit was primarily due to the continued diversification of our customer base and product mix.

* Pursuant to Commission Release No. 33-8238Selling, ~~this~~General ~~certification will be treated as “accompanying” this Quarterly Report on Form 10-Q~~ and ~~not “filed” as part of such report~~Administrative for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.Expenses

12Total selling, general and administrative (“SG&A”) expenses for the nine months ended March 31, 2012 were $6.0 million compared to $5.2 million in 2011. As a percentage of net sales, SG&A expenses for the nine months ended March 31, 2012 was 7.8% as compared to 7.4% for the nine months ended March 31, 2011. Selling, general and administrative expenses for the nine months ended March 31, 2012 and 2011 consisted of the following:

SIGNATURES

	Nine Months Ended March 31,
	2012		2011

Employee costs	$	4,475,035	$	4,010,025
Travel and entertainment		305,635		276,968
Office expense		214,390		257,833
Marketing		36,312		24,887
Insurance		64,205		55,476
Professional fees		340,158		272,431
Other		521,247		322,458
	$	5,956,982	$	5,220,078

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.~~14

		SAND HILLS, INC.
Date: February 13, 2012	By:	/s/ E. Robert Selby
	Name:	E. Robert Selby
	Title:	President, Principal Executive Officer and Principal Financial Officer

The increase in SG&A expenses were primarily due to the following when comparing the nine months ended March 31, 2012 to the nine months ended March 31, 2011:

13Employee and employee related costs including salaries, commissions, bonus accruals and benefits increased by 11.6% or $465,000 for the nine months ended March 31, 2012 as compared to 2011. This was primarily due to the increase in commissions due to the increase in revenue and the payout of the cash surrender value of life insurance policies due to three executives of USI as a result of the Reverse Merger. Employee costs associated with commission paid to employees will continue to rise in the future as revenue continues to increase.

Travel and entertainment increased 10.4% or $29,000 in nine months ended March 31, 2012 as compared to the nine months ended March 31, 2011. This was primarily due to the increase in travel by our sales persons in an effort to increase our reseller base.

Office expenses decreased $43,000 or 16.8% in the nine months ended March 31, 2012 as compared to the nine months ended March 31, 2011 primarily due to a decrease in data processing expenses due to the completion of a project to enhance our customer reporting. The Company expects the data processing expense to remain at the March 2012 levels due to the data processing project being completed.

Marketing expenses increased 45.9% or $11,000 in nine months ended March 31, 2012 as compared to the nine months ended March 31, 2011. The increase was primarily due to the Company’s additional effort to increase our reseller base.

Insurance expense increased 15.7% or $9,000 in nine months ended March 31, 2012 as compared to the nine months ended March 31, 2011. The increase was due to an increase in our corporate insurance coverage.

Professional fees increased by $68,000 or 24.9% in the nine months ended March 31, 2012 as compared to the nine months ended March 31, 2011 primarily due to an increase in legal and accounting fees associated with the merger. The Company expects professional fees to remain at the March 2012 levels due to the increase in quarterly and annual filings needing to be filed with government agencies.

Other expenses increased by 61.6% or $199,000 in the nine months ended March 31, 2012 as compared to the nine months ended March 31, 2011. The increase was primarily due to a combination of a $236,000 increase in bad debt expense resulting from managements’ determination that the collectability of an amount due from one customer was in jeopardy and would not be collectable for many years, if ever, and a decrease in outgoing freight expense. The increase in bad debt expense is not expected in future quarters.

THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO THREE MONTHS ENDED MARCH 31, 2011:

Net Sales

Net sales for the three months ended March 31, 2012 increased 29.0%, or $5.7 million to $25.4 million compared to $19.7 million for the three months ended March 31, 2011. The increase in net sales was mainly a result of our continued focus on the expansion of our reseller base as well as the addition of several key product lines.

Gross Profit

Gross Profit for the three months ended March 31, 2012 was $1.9 million compared to $1.6 million for the three months ended March 31, 2011, a 16.9% increase. The increase in gross profit dollars and percentage was primarily due to the continued diversification of our customer base and product mix.

Selling, General and Administrative Expenses

Total selling, general and administrative (“SG&A”) expenses for the quarter ended March 31, 2012 were $2.5 million compared to $1.9 million in 2011. As a percentage of net sales, SG&A expenses for the three months ended March 31, 2012 were 9.7% as compared to 9.5% for the three months ended March 31, 2011. Selling, general and administrative expenses for the three months ended March 31, 2012 and 2011 consisted of the following:

	Three Months Ended March 31,
	2012		2011

Employee costs	$	1,680,963	$	1,369,692
Travel and entertainment		115,264		104,431
Office expense		65,445		77,555
Marketing		20,456		11,161
Insurance		19,778		22,719
Professional fees		273,199		172,864
Other		289,572		110,657
	$	2,464,677	$	1,869,079

The increase in SG&A expenses were primarily due to the following when comparing the three months ended March 31, 2012 to the three months ended March 31, 2011:

Employee and employee related costs including salaries, commissions, bonus accruals and benefits increased by 22.7% or $311,000 for the three months ended March 31, 2012 as compared to 2011. This was primarily due to the increase in commissions due to the increase in revenue and the payout of the cash surrender value of life insurance policies to three executives of USI as a condition to the Reverse Merger. The Company does expect the increase in commissions to continue proportionately with the expected increase in revenue.

Travel and entertainment increased 10.4% or $11,000 in quarter ended March 31, 2012 as compared 2011. This was primarily due to the increase in travel by our sales persons in an effort to increase our reseller base.

Office expenses decreased $12,000 or 15.6% in the three months ended March 31, 2012 as compared to the three months ended March 31, 2011 primarily due to a decrease in data processing expenses due to the completion of a project to enhance our customer reporting. There are currently no other data processing projects expected to start in the near future.

Marketing expenses increased 83.3% or $9,000 in the three months ended March 31, 2012 as compared to the three months ended March 31, 2011. The increase was primarily due to the Company’s additional marketing expense intended to increase our reseller base.

Insurance expense decreased 12.9% or $3,000 in quarter ended March 31, 2012 as compared to the quarter ended March 31, 2011. The decrease was due to a decrease in our corporate insurance rates.

Professional fees increased by $100,000 or 58.0% for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011, primarily due to an increase in legal and accounting fees associated with the Reverse Merger. The Company expects the professional fees to remain at the current levels due to the increase in corporate filings needed as a public company.

Other expenses increased by 161.7% or $179,000 in the three months ended March 31, 2012 as compared to the three months ended March 31, 2011. The increase was primarily due to a combination of a $221,000 increase in bad debt expense resulting from management’s determination that the collectability of an amount due from one customer was in jeopardy and would not be collectable for many years, if ever, and a decrease in outgoing freight expense. The increase in bad debt expense is not expected in future quarters.

Interest Expense

Interest expense for the quarter ended March 31, 2012 increased by $13,000 to $39,000 from $26,000 for the quarter ended March 31, 2011, an increase of 50.0%. The increase was due to a higher balance on our line of credit.

Liquidity and Capital Resources

The Company has historically financed our operations through operating cash flows as well as a credit line secured by our accounts receivable and inventory balances. Our discussion of liquidity and capital resources includes an analysis of working capital at March 31, 2012 and June 30, 2011 and our cash flows and capital structure for the nine months ended March 31, 2012 and 2011. The following table summarizes the Company’s Consolidated Statement of Cash Flows for those periods:

	March 31, 2012		June 30, 2011

Working Capital	$	906,502	$	660,516

	Nine Months ended March 31,
	2012			2011

Net cash provided by (used in):
Operating activities	$	968,754		$	(1,398,331	)
Investing activities		(80,474	)		(14,508	)
Financing activities		(524,223	)		448,867

Net increase (decrease) in cash and cash equivalents	$	364,057		$	(963,972	)

As a distribution company, our business requires a significant level of working capital, particularly accounts receivable and inventory, which is partially financed through our accounts payable with vendors. Overall, as our sales volume increases, our net investment in working capital dollars typically increases, which, in general, results in decreased cash flow from operating activities. Conversely, when sales volume decreases, our net investment in working capital typically decreases, which, in general, results in increased cash flow from operating activities.

Net cash provided by operating activities in the nine months ended March 31, 2012 was $969,000. We had a loss of $691,000 for the nine months ended March 31, 2012. This was offset by non-cash items such as depreciation and amortization expense of $128,000, stock based compensation of $249,000, bad debt expense of $243,000 and changes in cash surrender value of life insurance of $375,000. We also incurred increases in our accounts payable of $603,000 and accrued expenses of $251,000.

Net cash used in operating activities for the nine months ended March 31, 2011 amounted to $1.4 million. This was due to a $2.37 million decrease in accounts payable and a $200,000 decrease in accrued expenses. These were offset in part by an increase in accounts receivable of $1.3 million.

Net cash used in investing activities for the nine months ended March 31, 2012 and 2011 were $80,000 and $15,000 respectively. These were entirely due to the purchase of fixed assets.

Net cash used in financing activities in the nine months ended March 31, 2012 was $524,000. This was due to our revolving line of credit decreasing by $524,000.

Net cash provided by financing activities for the nine months ended March 31, 2011 was $449,000. This was a result of an increase of $546,000 in our revolving line of credit and was partially offset by $97,000 used to repurchase common stock from a shareholder.

Selected Balance Sheet Accounts

Total assets increased $208,000 in the nine months ended March 31, 2012. The increase was due to an increase in cash and cash equivalents of $420,000 and an increase in deferred tax asset of $265,000. These increases were offset by a decrease of $71,000 in intangible assets resulting from the amortization of a non-compete employment contract and a decrease of $247,000 in other assets due to the payment to three executives of the cash surrender value of life insurance policies as a result of the Reverse Merger. Accounts receivable and inventory also decreased by $108,000 and $50,000 respectively.

Total liabilities and stockholders’ equity increased by $208,000 as a result of increases in accounts payable and accrued expenses of $603,000 and $251,000, respectively. Partially offsetting the increase was a decrease of $468,000 in the line of credit, a $177,000 decrease in operating loss and the recording of stock based compensation related to options that were issued to employees of United Strategies in October, 2011.

Off-Balance Sheet Arrangements

As of March 31, 2012, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that would be material to investors.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Company's financial instrument with risk exposure is the Company’s revolving line of credit. Interest on the line of credit is set at the bank's prime rate in effect from time to time plus 0.5%. The Company's objective in maintaining access to these variable rate borrowings is the flexibility obtained regarding early repayment without penalties and lower overall costs as compared with fixed rate borrowings. As of March 31, 2012, the Company’s outstanding balance on the line of credit was $4,349,586. A one percentage point change in average interest rates would not have a material impact on current or future earnings or cash flow. This analysis does not consider the effect of the level of overall economic activity that could exist in connection with a one percentage point change to the average interest rates.

Under the Company's current policies, the Company does not use interest rate derivatives instruments to manage its exposure to interest rate changes.

Item 4. Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e) as of March 31, 2012. Based upon that evaluation, we concluded that as of March 31, 2012, our disclosure controls and procedures were ineffective due to the material weakness in our internal controls over financial reporting that have not been fully remediated as of March 31, 2012.

During the preparation of the consolidated financial statements of Sand Hills, Inc. as of March 31, 2012, we identified material weaknesses in internal controls over financial reporting. If not remediated satisfactorily, these material weaknesses could result in material misstatements in our financial statements and periodic reports in future periods. Specifically, we have not been required to have, and as a result did not maintain a sufficient complement of personnel with an appropriate level of accounting, taxation, and financial reporting knowledge, experience and training in the application of U.S. GAAP commensurate with our financial reporting requirements and the complexity of our operations and transactions. We also have not maintained an adequate system of processes and internal controls sufficient to support our financial reporting requirements and produce timely and accurate U.S. GAAP financial statements consistent with being a public company.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

We cannot be reasonably assured that remediation actions will be effective to correct material weaknesses. If we continue to experience material weaknesses, investors could lose confidence in our financial reporting and periodic reports, particularly if such weaknesses result in a restatement of our financial results, and our stock price could decline.

We are currently evaluating our organizational structure, our financial reporting procedures and our system of internal control over financial reporting. This evaluation consists of a review of our current organization structure; current processes and controls; identification of deficiencies; and evaluation of the deficiencies’ effect on our financial statements. We are working on our remediation plan to improve the effectiveness of our internal controls over financial reporting as a public company.

PART II – OTHER INFORMATION

Item 1A Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in our Current Report on Form 8-K filed on April 4, 2012, which could materially affect our business operations, financial conditions or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations and/or financial condition. There have been no material changes to our risk factors since the filing of our Current Report on Form 8-K filed on April 4, 2012.

Item 6. Exhibits

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

SIGNATURES

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

	SAND HILLS, INC.

Date: May 21, 2012	By:	/s/ Dale R. Foster
		Dale R. Foster, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated March 16, 2012, by and among United Strategies, Inc., Promark Technology, Inc., Sand Hills, Inc., and Promark Acquisition Corporation (1)
3.1		Articles of Incorporation (2)
3.2		Bylaws (2)
10.1		2012 Omnibus Stock Plan (1)
10.2		Employment Agreement, dated March 30, 2012, between the Company and Dale R. Foster (1)
10.3		Employment Agreement, dated March 30, 2012, between the Company and William J. Ochall (1)
10.4		Employment Agreement, dated March 30, 2012, between Promark and Charles E. Bass (1)
10.5		Employment Agreement, dated March 30, 2012, between Promark and Stephen T. Hartung (1)
10.6		Lease, dated March 20, 2006, between Promark and Creative Developments, LLC (1)
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (3)
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (3)
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (4)

(1) Incorporated by reference to the Exhibits of the same number to the Company’s Current Report on Form 8-K filed on April 4, 2012.

(2) Incorporated by reference to the Exhibits of the same number to the Company’s Registration Statement on Form 10 filed on July 24, 2009.

(3) Filed herewith.

(4) Furnished herewith.

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