PINX:SLVH Silver Hill Mines Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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United States

Securities and Exchange Commission

Washington, D.C. 20549


FORM 10-Q

(Mark One)


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ending June 30, 2012



[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____



Commission file number    000-53236



SILVER HILL MINES, INC.

(Name of Small Business Issuer in its Charter)



NEVADA

 

91-1257351

(State of Incorporation)

 

(IRS Employer identification No.)


1425 Broadway Ave #454

Seattle, Washington  

 

98122

(Address of principal executive offices)   

 

(Zip Code)


Issuer's telephone number, (206) 923-9022


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


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


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer [ ], Accelerated filer [ ], Non-accelerated filer [ ], Smaller reporting company [X]


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


As of July 13, 2012 we had 499,234 shares of common stock issued and outstanding.





1





Silver Hill Mines Inc.

Form 10Q

For the period ended June 30, 2012


Table of Contents




PART I-FINANCIAL INFORMATION

3

Item 1.  Financial Statements

3

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

15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

16

Item 4T.  Controls and Procedures.

16


PART II-OTHER INFORMATION

18

Item 1.   Legal Proceedings.

18

Item 1A.  Risk Factors

18

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

18

Item 3.  Defaults upon Senior Securities.

18

Item 4.  Mine Safety Disclosures.

18

Item 5.  Other Information.

18

Item 6.  Exhibits

20

SIGNATURES

20









2






PART I-FINANCIAL INFORMATION


Item 1.

Financial Statements


Silver Hill Mines, Inc.

Balance Sheet



 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

June 30,

 

December 31,

 

 

2012

 

2011

Assets

 

 

 

 

Current assets

 

 

 

 

  Cash and cash equivalents

$

-

$

-

Total current assets

 

-

 

-

Total assets

$

-

$

-

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

Current liabilities

 

 

 

 

  Accounts payable

$

71,651

 

62,843

  Loans – Related party

 

9,808

 

5,043

Total current liabilities

 

81,459

 

67,886

 

 

 

 

 

Stockholders' deficit

 

 

 

 

Preferred stock, 50,000,000 shares authorized,

 

 

 

 

par value $.001, 10,000,000 shares issued and

 

 

 

 

outstanding

 

10,000

 

10,000

Common stock, 250,000,000 shares authorized,

 

 

 

 

par value $.0001, 499,234 shares issued and

 

 

 

 

outstanding

 

50

 

50

Additional paid-in capital

 

870,562

 

870,562

Retained deficit

 

(962,071)

 

(948,499)

Total stockholders' deficit

 

(81,459)

 

(67,887)

Total liabilities and stockholders' deficit

$

-

 S

-



See accompanying notes to financial statements




3





Silver Hill Mines, Inc.

Statements of Operations

(Unaudited)

  



 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

June 30,

 

June 30,

 

 

2012

 

2011

 

2012

 

2011

Revenues

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

4,765

 

21,495

 

13,572

 

35,120

 

 

 

 

 

 

 

 

 

Loss from operations

 

(4,765)

 

(21,495)

 

(13,572)

 

(35,120)

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(4,765)

$

(21,495)

$

(13,572)

$

(35,120)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

(0.0095)

$

(0.0431)

$

(0.0272)

$

(0.0703)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

     Basic

 

499,234

 

499,234

 

499,234

 

499,234



See accompanying notes to financial statements




4





Silver Hill Mines, Inc.

Statements of Cash Flows

(Unaudited)

  

 

 

 

 

 

 

 

For the six months

 

 

June 30,

 

 

2012

 

2011

Cash flows used for operating activities

 

 

 

 

Net loss

$

(13,572)

$

(35,120)

Adjustment to reconcile net income to net cash provided by operating activities

 

 

 

 

Accounts Payable

 

8,807

 

 30,245

Short Term Loan – Related Party

 

4,765

 

4,875

 

 

 

 

 

Cash flows used for operating activities

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

-

 

-

 

 

 

 

 

Cash and cash equivalents - Beginning of period

 

-

 

-

 

 

 

 

 

Cash and cash equivalents - End of period

$

-

$

-

 

 

 

 

 

Supplemental Disclosures regarding cash flows

 

 

 

 

Interest paid

$

-

$

-

Income taxes paid

$

-

$

-


See accompanying notes to financial statements






5



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)



NOTE A - Organization and Description of Business


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


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


NOTE B - Preparation of Financial Statements


The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has adopted a year-end of December 31.


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.


Interim Financial Statements


The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and should be read in conjunction with our audited financial statements and footnotes thereto for the year ended December 31, 2011 included in our Form 10-K filed on April 16, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of our financial position and results of operations. The operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for any other interim period of any future year.




6



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)



NOTE C - Summary of Significant Accounting Policies


Cash and cash equivalents


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


Use of estimates


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


Fair Value Measurements


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


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


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


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


Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.


The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.


In February 2007, the FASB issued ASC 825-10 “Financial Instruments.”ASC 825-10 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. ASC 825-10 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company adopted ASC 825-10 on January 1, 2008. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.




7



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)


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


Income taxes


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

 

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


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


Net loss per share


The Company computes net income (loss) per share in accordance with ASC 260-10, “Earnings Per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis.  For the three months ended June 30, 2012 and 2010 there were 200,000,000 potential dilutive securities related to the preferred shares described in Note G.  Because the Company incurred losses for the six months ended June 30, 2012 and 2011, the number of basic and diluted shares of common stock is the same since any effect from outstanding convertible securities would be anti-dilutive.


Concentration of Credit Risk


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



8



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)



Special purpose entities


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


Impairment or Disposal of Long-Lived Assets


The Company follows ASC 360-10, “Property, Plant, and Equipment,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Through June 30, 2012, the Company had not experienced impairment losses on its long-lived assets.


Stock Based Compensation


Effective January 1, 2006, the Company adopted the fair value recognition provisions of ASC 718 “Compensation-Stock Compensation,” using the modified-prospective transition method. Under this method, stock-based compensation expense is recognized in the consolidated financial statements for stock options granted, modified or settled after the adoption date. In accordance with ASC 718, the unamortized portion of options granted prior to the adoption date is recognized into earnings after adoption. Results for prior periods have not been restated, as provided for under the modified-prospective method.


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


The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. Assumptions used in the Black-Scholes models are based upon the following data: (1) The expected life of the option, estimated by considering the contractual term of the option, the vesting period of the option, the employees’ expected exercise behavior and the post-vesting employee turnover rate. (2) The expected stock price volatility of the underlying shares over the expected term of the option, based upon historical share price data. (3) The risk free interest rate, based on published U.S. Treasury Department interest rates for the expected terms of the underlying options. (4) Expected dividends, based on historical dividend data and expected future dividend activity. (5) The expected forfeiture rate, based on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current grantees.

 

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


The Company did not grant any new employee options and no options were cancelled or exercised during the three months periods ended June 30, 2012 or 2011. As of June 30, 2012 there were no options outstanding.


Business segments


ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of June 30, 2012 and June 30, 2011.



9



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)



Recently issued accounting pronouncements

 

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2011-11, an amendment to the accounting guidance for disclosure of offsetting assets and liabilities and related arrangements. The amendment expands the disclosure requirements in that entities will be required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013, and shall be applied retrospectively. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.


In September 2011, the FASB issued Accounting Standards Update  (ASU) 2011-8an amendment to the accounting guidance for goodwill in order to simplify how companies test goodwill for impairment. The amendment permits an entity to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We elected not to early adopt. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.


In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05, an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, an entity may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. Early adoption is permitted. We elected not to early adopt. Other than a change in presentation, the implementation of this accounting pronouncement is not expected to have a material impact on our financial statements when implemented.


In May 2011, the FASB issued an amendment to the accounting guidance for fair value measurement and disclosure. Among other things, the guidance expands the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and requires disclosure of the level in the fair value hierarchy of items that are not measured at fair value in the statement of financial position but whose fair value must be disclosed. It also clarifies and expands upon existing requirements for measurement of the fair value of financial assets and liabilities as well as instruments classified in shareholders’ equity. The guidance is effective for interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the guidance to have a material impact on our financial statements when implemented.


There are no other new accounting pronouncements adopted or enacted during the twelve months ended December 31, 2011 that had, or are expected to have, a material impact on our financial statements.



10



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)



NOTE D - Going Concern Uncertainty

 

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


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


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


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


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


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


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




11



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)


NOTE E - Income Taxes


The components of income tax (benefit) expense for the years ended December 31, 2011 and 2010, respectively, are as follows:


 

 

 

 

 

 

 

Years ended

 

 

December 31,

 

 

2011

 

2010

Federal:

 

 

 

 

Current

$

-

$

-

Deferred

 

-

 

-

 

 

-

 

-

State:

 

 

 

 

Current

 

-

 

-

Deferred

 

-

 

-

 

 

-

 

-

 

 

 

 

 

Total

$

-

$

-


The Company has a nominal net operating loss carryforward to offset future taxable income. Subject to current regulations, this carryforward will begin to expire in 2021. The amount and availability of the net operating loss carryforwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carryforwards.


The Company's income tax expense (benefit) for the years ended December 31, 2011 and 2010, respectively, differed from the statutory federal rate of 34 percent as follows:


 

 

Year ended

 

 

December 31,

 

 

2011

 

2010

 

 

 

 

 

Statutory rate applied to loss before income taxes

$

-

$

 

 

 

 

 

 

Increase (decrease) in income taxes resulting from:

 

 

 

 

State income taxes

 

 

 

-

Other, including reserve for deferred tax asset

 

-

 

 

 

 

 

 

 

Income tax expense

$

-

$

-




12



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)



Temporary differences due to statutory requirements in the recognition of assets and liabilities for tax and financial reporting purposes, generally including such items as organizational costs, accumulated depreciation and amortization, allowance for doubtful accounts, organizational and start-up costs and vacation accruals. These differences give rise to the financial statement carrying amounts and tax bases of assets and liabilities causing either deferred tax assets or liabilities, as necessary, as of December 31, 2011 and 2010, respectively:

 

 

 

 

 

 

 

 

December 31,

 

 

2011

 

2010

 

 

 

 

 

Deferred tax assets

 

 

 

 

Net operating loss carryforwards

$

67,887

$

5,200

Less valuation allowance

 

 (67,887)

 

 (5,200)

 

 

 

 

 

Net Deferred Tax Asset

$

-

$

-

 

During the year ended December 31, 2011 and 2010, respectively, the reserve for the deferred current tax asset increased by approximately $67,887 and $5,200 respectively.

 

NOTE F - Related Party Transactions


On March 31, 2012, pursuant to a board resolution dated March 15, 2012, for fees owed to Cident Law Group PLLC and Matthew Maza, Selva Resources Corp, a Nevada Corporation (“Selva Resources ”), in the best interest of clearing its debt and obligations, signed a stock purchase agreement selling 129,234 common stock shares (post-split shares) and 10,000,000 preferred shares to Matthew Maza.  Selva Resources also had no funds to pay for these maintenance requirements of the Corporation.  Without this transaction, the Corporation was not be able to file with the Securities and Exchange Commission timely, which would have cause damage to the Corporation.  For more information on this transaction, please review the Form 8-K filed on April 5, 2012.


As of June 30, 2012 and December 31, 2011, a related party, has advanced $9,808 and $5,043 to the Company for Company expenses..  These paid expenses were for auditing fees and filing fees of the Company..


On December 17, 2010, pursuant to the terms of a Stock Purchase Agreement between Long Lane Capital, Inc., a Washington Corporation, Gregory M. Wilson (the “Selling Shareholders”), and Selva Resources Corp, a Nevada Corporation (“Selva Resources”), Selva Resources purchased 12,907,250 common stock shares and 10,000,000 preferred shares (the “Shares”) of the Company from Selling Shareholders resulting in a change in control.


On September 30, 2010, Gregory M. Wilson converted the remaining $7,677 balance owed to him to contributed capital.


On May 12, 2010 the Company’s Board of Directors authorized the Company to issue Gregory M. Wilson, an affiliate shareholder, 10,000,000 shares of 2009 Series “A” Preferred stock in exchange for all corporate debt owed to Mr. Wilson, which on that date was $101,968.  The preferred shares issued to Mr. Wilson represents voting control of the Company.   




13



SILVER HILL MINES, INC.

NOTES TO FINANCIAL STATEMENTS

For the period ended June 30, 2012

(Unaudited)


On April 2, 2007, the Company’s Board of Directors authorized the issuance of 9,250,000 shares of the Company’s restricted common stock at par value totaling $9,250. Consideration for the shares was a promissory note issued by a corporation controlled by a related party in the amount of $9,250 with interest at 5% per annum until paid. At December 31, 2009 the balance of the note receivable was $-0- and interest receivable totaled $-0-.


A related party has advanced $6,703 to the Company. As of December 31, 2008, the related party accepted as partial payment, the note receivable and accrued interest receivable, described above. The balance of the note receivable and accrued balance was $5,341. The balance of this related party advance was included in the amount converted to contributed capital on September 30, 2010.


NOTE G – 2009 Series “A” Preferred Shares


On March 31, 2012, pursuant to the terms of a Stock Purchase Agreement between Matthew Maza and Selva Resources, Corp, Selva Resources sold 10,000,000 Series “A” Preferred Shares to Matthew Maza.


On December 17, 2010, pursuant to the terms of a Stock Purchase Agreement between Long Lane Capital, Inc., a Washington Corporation, Gregory M. Wilson, and Selva Resources Corp, a Nevada Corporation, Mr. Wilson sold 10,000,000 preferred shares of the Company to Selva Resources.


On May 12, 2010 the Company’s Board of Directors authorized the Company to issue Gregory M. Wilson, an affiliate shareholder, 10,000,000 shares of 2009 Series “A” Preferred stock in exchange for all corporate debt owed to Mr. Wilson, which on that date was $101,968.  The preferred shares issued to Mr. Wilson represents voting control of the Company.   


On May 12, 2010, the Company’s Board of Directors authorized amending the Certificate of Designation to increase the 2009 Series “A” Preferred stock from 11,500,000 to 12,000,000 and added a convertibility feature permitting the 2009 Series “A” Preferred stock to be convertible into common shares at the rate of 20 shares of common stock for each share of Series “A” Preferred Stock.


On February 24, 2009, the Company filed a Certificate of Designation authorizing eleven million five hundred thousand (11,500,000) 2009 Series “A” Preferred shares. The 2009 Series “A” Preferred shares have twenty (20) votes per share at any meeting of the shareholders where votes are submitted.





















14





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


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


Plan of Operation


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


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


Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders.


General Business Plan


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


(1) No or nominal operations; and


(2) Either:


(i) No or nominal assets;

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

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


Searching for Business Combination Candidate


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



15






Form of Business Combination


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

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


Financing


The Company believes it that can satisfy its cash requirements for the foreseeable future.  To the extent that additional funds are needed in the next twelve months in order to pay for financial accounting, auditing, transfer agency or EDGAR filing fees, the majority shareholder Intends to advance or loan fund on behalf of the company.  Expenses incurred prior to the change of ownership on March 31, 2012 shall be the responsibility of the prior majority owner


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not Applicable to Smaller Reporting Companies.


Item 4T.  Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.


In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.



16






As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of June 30, 2012 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Evaluation of and Report on Internal Control over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of June 30, 2012 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that, as of June 30, 2012, our internal control over financial reporting were effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.


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

 

Changes in Internal Control over Financial Reporting


There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Limitations


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



17






PART II-OTHER INFORMATION

Item 1.   Legal Proceedings.


The Company is not a party to any pending material legal proceedings.

Item 1A.  Risk Factors


There have been no material changes from risk factors disclosed in our Form 10-K filed on April 16, 2012.

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


None.

Item 3.  Defaults upon Senior Securities.


None.

Item 4.  Mine Safety Disclosures.


None.

Item 5.  Other Information.   


On March 31, 2012, pursuant to the terms of a Stock Purchase Agreement between Matthew Maza and Selva Resources, Corp, Selva Resources sold 10,000,000 Series “A” Preferred Shares to Matthew Maza.


On December 17, 2010, pursuant to the terms of a Stock Purchase Agreement between Long Lane Capital, Inc., a Washington Corporation, Gregory M. Wilson (the “Selling Shareholders”), and Selva Resources Corp, a Nevada Corporation (“ Selva Resources ”), Selva Resources purchased 12,907,250 common stock shares and 10,000,000 preferred shares (the “ Shares ”) of the Company from Selling Shareholders.


On September 30, 2010, Gregory M. Wilson converted the remaining $7,677 balance owed to him to contributed capital.


On May 12, 2010 the Company’s Board of Directors authorized the Company to issue Gregory M. Wilson, an affiliate shareholder, 10,000,000 shares of 2009 Series “A” Preferred stock in exchange for all corporate debt owed to Mr. Wilson, which on that date was $101,968.  The preferred shares issued to Mr. Wilson represents voting control of the Company.   


On April 2, 2007, the Company’s Board of Directors authorized the issuance of 9,250,000 shares of the Company’s restricted common stock at par value totaling $9,250. Consideration for the shares was a promissory note issued by a corporation controlled by a related party in the amount of $9,250 with interest at 5% per annum until paid. At December 31, 2009 the balance of the note receivable was $-0- and interest receivable totaled $-0-.


Security Ownership of Certain Beneficial Owners.


The following tables set forth the ownership of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.



18






The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the U.S. Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules,  person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security.  A  person  is  deemed to  own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or  exercise  of  any convertible  security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person  as  of  a  particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.


This table is based upon information derived from our stock records. We believe that each of the shareholders named in this table has sole or shared voting and investment power with respect  to the shares indicated as beneficially owned; except as set forth above, applicable percentages are based upon 200,499,234 shares of fully diluted common stock outstanding as of May 18, 2012.


Table 1

Common Stock Ownership

 

Amount and Nature

 

Name and

of Beneficial

Percentage

Address

Ownership

of Class

Matthew Maza

200,129,073(1)(2)

99.82%

1425 Broadway Ave #454

 

 

Seattle, Washington 98122

 

 

____________________

(1) 129.073 (Post-split) of these common stock shares were transferred under a Stock Purchase Agreement, dated March 31, 2012, by Matthew Maza for receivables owed to him by Selva Resources Corp.  On December 17, 2010, these shares were purchased from Long Lane Capital, Inc by Selva Resources Corp.  Long Lane Capital, Inc. purchased the Bergstrom, Triad Exploration, Brimhall and E. Wilson shares from Bergstrom and Triad. As of the date of this registration statement, these foregoing shares have not been transferred into the name of Matthew Maza.


(2) The Board of Directors has authorized the issuance of 10,000,000 2009 Series “A” Preferred Shares (the “Preferred Shares”) to Gregory Wilson, which were then sold to Selva Resources Corp. by Mr. Wilson, which were in turn sold to Matthew Maza for receivables owed to him. These shares, when issued, will represent the number of common shares, which into which the Preferred shares are convertible and the number of votes represented by the Preferred Shares on a basis of 20 to 1.



19







Table 2

Preferred Stock Ownership

 

Amount and Nature

 

Name and

of Beneficial

Percentage

Address

Ownership

of Class

Matthew Maza

 

 

1425 Broadway Ave #454

 

 

Seattle, Washington 98122

10,000,000 (1)

100%

__________________________

(1) The Board of Directors has authorized the issuance of 10,000,000 2009 Series “A” Preferred Shares (the “Preferred Shares”) to Gregory Wilson, which were then sold to Selva Resources Corp. by Mr. Wilson, which were in turn sold to Matthew Maza on March 31, 2012 for receivables owed to him. These shares, when issued, will represent the number of common shares, which into which the Preferred shares are convertible and the number of votes represented by the Preferred Shares on a basis of 20 to 1.

Item 6.

Exhibits


(a) Exhibits


Exhibit No.

Description


31.1

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

32.1

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

101*

The following financial information from our Quarterly Report on Form 10-Q for the period ended June 30, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) Notes to Financial Statements

________________________

*

To be filed by amendment.




20






SIGNATURES


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


Dated:  August 13, 2012


SILVER HILL MINES, INC.


By:   /s/ Matthew Maza                                                  

Matthew Maza                              

Title: President                         






21


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