Silver Hill Mines CORRESP Correspondence with SEC

Silver Hill Mines, Inc.

One Rockefeller Plaza, 10th Floor

New York, NY, 10020

(212) 935-8400

June 6, 2016

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

Mr. Kluck

Re:

Silver Hill Mines, Inc. Form 8-K filed May 6, 2016

Commission File No. 000-53235

Dear Mr Kluck,

Silver Hill Mines, Inc. (the “Company”) hereby responds to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in your letter dated May 13, 2016 regarding the Company’s 8-K. For the convenience of the Staff, we have set forth below the comment contained in the Comment Letter followed by the Company’s response.

Comment:

We note from the disclosure in the above-referenced Form 8-K that you entered into an agreement to purchase real property known as 20 Harvard Road in Littleton, Massachusetts, comprising 29 acres of land on which is located a bottling plant. It appears you purchased the entire business related to the bottling plant. Please provide financial statements of the business acquired and pro forma financial information or advise. Refer to Instruction 5 of Item 2.01 and Item 9.01 of Form 8-K. We also note that you were a shell company prior to this transaction. Please amend your filing to provide the Form 10 disclosure required by Item 2.01(f) of Form 8-K or advise.

Response:

After receiving your letter dated May 13, 2016, asking us to amend our 8-K filed May 6, 2016, we decided to go back and interview the sellers and a former employee who worked at the facility for 48 years. Additionally, we researched and read some of what was being reported in the press about the business over the last five years.

In 2007 Kraft Foods consolidated their operations elsewhere and sold one of their product line manufactured in Littleton, Massachusetts to Sunny Delight. With operations all around the country, Sunny Delight in 2011 also started consolidating their business elsewhere. They sold the property to a group of real estate investors and signed a lease to continue operating as they scaled down.

In 2012 they significantly reduce the number of production lines in Littleton and moved some of the bottling operations outside the state. Shortly after, they started laying off and relocating the workforce, eventually getting down to a skeleton staff and shuttered the facility completely in September of 2015. During all this, the property continued to change hands to non-operator investment groups. It has change hands twice since January of 2016. The property has not been a viable business for some time, we will not be manufacturing the same products and will not have access to there sales force or distribution channel.

Sunny Delight did not go out of business; they simply moved the business. Because Littleton is a small town, we may be able to rehire some employees. This facility has operated as a bottling plant since 1931. We have no idea who they are, their average age, or their skill set. We have had no communication with Sunny Delight, or do we expect to. We are acquiring the property from the third or fourth non-operator owners since Sunny Delight sold it in 2011.

The property qualifies for "Abandon Building Renovation Deduction Tax". In the state of Massachusetts, all properties located in economic opportunity areas, that has been severely underutilize or shuttered for eighteen months, qualify for this tax deduction.

Please see attached exhibits which include news paper articles as reported by the press during the last five years and a for sale brochure of the property listed by Realestate Brokers.

In conclusion, we believe that because the facility has been non-operational for several years and because the property qualifies as an abandoned building under Massachusetts law, we have no duty to provide pro forma financial information under Item 2.01 or 9.01 of Form 8-K. There was no business acquired in the transaction. In addition to the foregoing, because we acquired property and facilities in the ordinary course of business and we will have to further develop the property for the needs of our anticipated use, we believe the Company was not subject to reporting under Item 2.01(f) for this transaction.

A PDF copy of this correspondence is attached for your convenience.

The Company acknowledges that:

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect the filing; and

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (917) 299-5480 with additional comments or questions.

Sincerely,

/s/ George Clair

George Clair

Title: President, Chief Executive Officer

Chief Financial Officer, Chief Accounting Officer

Exhibit 1 – 2011 sale of Littleton manufacturing facility

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