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


                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one)    |X|  Form 10-KSB   |_| Form 20-F   |_|  Form 11-K   |_| Form 10-Q
               |_| Form 10-D      |_|  Form N-SAR |_|  Form N-CSR

               For Period Ended:  December 31, 2007
                                  --------------------------

               |_|   Transition Report on Form 10-K

               |_|   Transition Report on Form 20-F

               |_|   Transition Report on Form 11-K

               |_|   Transition Report on Form 10-Q

               |_|   Transition Report on Form N-SAR

               For the Transition Period Ended:
                                               ---------------------------------

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

    N/A
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION

    MH&SC, Incorporated
- --------------------------------------------------------------------------------
Full Name of Registrant

- --------------------------------------------------------------------------------
Former Name if Applicable

    3505 Castlegate Court
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

    Lexington, Kentucky  40502
- --------------------------------------------------------------------------------
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12(b)-25(b), the following
should not be completed. (Check box if appropriate)

      (a)   The reason  described in reasonable  detail in Part III of this form
            could not be eliminated without unreasonable effort or expense

      (b)   The subject annual report,  semi-annual report, transition report on
            Form 10-K,  Form  20-F,  Form 11-K,  Form  N-SAR or Form  N-CSR,  or
            portion thereof,  will be filed on or before the fifteenth  calendar
|X|         day following  the  prescribed  due date;  or the subject  quarterly
            report or  transition  report on Form 10-Q or  subject  distribution
            report on Form 10-D, or portion thereof,  will be filed on or before
            the fifth calendar day following the prescribed due date; and

      (c)   The  accountant's  statement  or  other  exhibit  required  by  Rule
            12b-25(c) has been attached if applicable.



PART III - NARRATIVE

State below in reasonable  detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach extra Sheets if Needed)

The registrant has experienced delays in completing its financial statements for
the year ended December 31, 2007, and its auditor has not had sufficient time to
audit its  financial  statements  for the year ended  December  31,  2007.  As a
result,  the  registrant is delayed in filing its Form 10-KSB for the year ended
December 31, 2007. The  registrant  expects to file its Form 10-KSB for the year
ended December 31, 2007 with the U.S.  Securities and Exchange Commission within
15 calendar days of the prescribed due date.


PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

           Cory Heitz                    859)                    317-1166
    --------------------------      --------------       ---------------------
             (Name)                  (Area Code)            (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).
                                                                  Yes |X| No |_|
- --------------------------------------------------------------------------------

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
                                                                  Yes |_| No |X|

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

================================================================================


                               MH&SC, Incorporated
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:  March 31, 2008                    By: /s/ Cory Heitz
                                             ---------------
                                             Cory Heitz



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


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