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Public Offering Registration - BNH INC - 4-16-2008

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Public Offering Registration - BNH INC - 4-16-2008 Powered By Docstoc
					As filed with the Securities and Exchange Commission on April 16, 2008 Registration No. __________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BNH INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 8731 (Primary Standard Industrial Classification Code) 92-0189305 (I.R.S. Employer Identification No.)

BNH INC. c/o Nehemya Hesin 29 Rashbi St. Apt # 19 Modiin Illit, Israel, 71919 Telephone: 011-972-545-681-953 Fax: 011-972- 8-636-2001 (Address and telephone number of Registrant's principal executive offices) BNH INC. c/o Nehemya Hesin 29 Rashbi St. Apt # 19 Modiin Illit, Israel, 71919 (Address of principal place of business or intended principal place of business) EastBiz.com, Inc. 5348 Vegas Drive Las Vegas, NV 89108 Tel: 702-871-8678 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all Correspondence to: SRK Law Offices Rabin Science Park Rehovot, Israel Telephone No.: (718) 360-5351 Facsimile No.: (011) (972) 8-936-6000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
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Title of Class of Securities Amount to be Registered to be Registered Common Stock, $0.001 per 2,000,000 share Total 2,000,000
(1) (1)

Calculation of Registration Fee Proposed Maximum Proposed Maximum Aggregate Price Per Share Aggregate Offering Price $0.025 $50,000
(2)

Amount of Registration Fee $4.60 $4.60

$0.025

(2)

$50,000

Represents common shares currently outstanding to be sold by the selling security holders. There is no current market for the securities. Although the registrant‟s common stock has a par value of $0.001, the registrant believes that the calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such, the registrant has valued the common stock, in good faith and for purposes of the registration fee, based on $0.025 per share. In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 16, 2008 BNH Inc. 2,000,000 Shares of Common Stock, par value $0.001 This prospectus relates to the resale of 2,000,000 shares of common stock, par value $0.001, of BNH Inc., which are issued and outstanding and held by persons who are stockholders of BNH Inc. The selling security holders will be offering their shares of common stock at a price of $0.025 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the Over-The-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”), for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. The selling security holders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The date of this prospectus is ____, 2008

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Table of Contents Page Prospectus Summary Risk Factors Risk Factors Relating to Our Company Risk Factors Relating to Our Common Stock Risk Factors Relating to Operating In Israel The Offering Use of Proceeds Determination of Offering Price Dividend Policy Market for our Common Stock Forward Looking Statements Selling Security Holders Management‟s Discussion and Analysis of Financial Condition and Results of Operation Description of Business Description of Property Directors, Executive Officers, Promoters, and Control Persons Executive Compensation Security Ownership of Certain Beneficial Owners and Management Plan of Distribution Certain Relationships and Related Transactions Description of Securities Shares Eligible for Future Sales Legal Matters Experts Disclosure of SEC Position on Indemnification for Securities Act Liabilities Changes in and Disagreements with Accountants Where You Can Find More Information Financial Statements 6 8 8 11 14 14 14 14 15 15 15 16 18 20 25 25 27 28 28 31 32 33 34 34 34 35 35 F-1

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PROSPECTUS SUMMARY As used in this prospectus, references to the “Company,” “we,” “our” or “us” refer to BNH Inc., unless the context otherwise indicates. The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements and the notes to the financial statements. Corporate Background BNH Inc. was incorporated under the laws of the State of Nevada on September 4, 2007. We are a development stage company. From our inception to date, we have not generated any revenues, and our operations have been limited to organizational, start-up, and capital formation activities. We currently have no employees. Our plan of operation is to distribute biodegradable plastics, specifically disposable utensils, such as plates and cups, to environmentally conscious consumers. We intend to offer these products as an alternative to standard disposable plastic utensils. To date, we have conducted market research regarding facilities that manufacture biodegradable disposable utensils in the Far East. We have also conducted preliminary market research of competing products in our target markets. Our offices are currently located at BNH Inc. c/o Nehemya Hesin, 29 Rashbi St. Apt # 19, Modiin Illit, Israel, 71919, telephone: 011-972-545-681-953. We do not have an internet website. Our auditors have issued an audit opinion which includes a statement describing their doubts about whether we will continue as a going concern. In addition, our financial status creates substantial doubt whether we will continue as a going concern. The Offering Securities being offered by the selling stockholders : Offering price: 2,0000,000 shares of common stock

$0.025 per share until a market develops and thereafter at market prices or prices negotiated in private transactions

Number of shares outstanding prior to the offering: Number of shares outstanding after the offering: Market for the common stock:

7,000,000 shares of common stock

7,000,000 shares of common stock There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-The-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Use of proceeds: Risk Factors

We will not receive any proceeds from the sale of shares by the selling security holders. See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

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Summary Financial Information

As of March 31, 2008 (Audited) Balance Sheet ItemsCash in bank Total current assets Total assets Accounts payable Accrued liabilities Loan from stockholder Total current liabilities Stockholders' equity $ $ $ $ $ $ $ $ 40,889 40,889 40,889 488 21,250 250 21,988 18,901

Period Ended March 31, 2008 (Audited) Statements of Operations itemsRevenues General and administrative expenses Other income (expense) Net (loss) (Loss) per common share - Basic and Diluted Weighted Average Number of Common Shares Outstanding - Basic and Diluted $ $ $ $ $ 10,301 $ $ $

Cumulative from Inception (Audited) 36,099 (36,099 )

(10,301 ) $ (0.00 )

6,758,242

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RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment. Risk Factors Relating to Our Company 1. We are a development stage company with no operating history and may never be able to effectuate our business plan or achieve any revenues or profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment. We are subject to all of the risks inherent in the establishment of a new business enterprise. Our Company was established on September 4, 2007. Although we have begun initial investigations into the bioplastic industry, we may not be able to successfully implement our business objectives. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations is unproven, and the lack of operating history makes it difficult to evaluate the future prospects of our business. We have not generated any revenues to date. Accordingly, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a new business, and our Company is a highly speculative venture involving a high degree of financial risk. 2. We expect losses in the future because we have no revenue to offset losses.

As we have no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. 3. We have a going concern opinion from our auditors, indicating the possibility that we may not be able to continue to operate.

We have not yet established an ongoing source of revenues. Furthermore, we anticipate generating losses for the next 12 months. These factors raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period September 4, 2007 (inception) to March 31, 2008. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

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4. We will rely on third parties to develop, produce, package, sell, and market our products, which may place us at a competitive disadvantage. We intend to retain third party firms for the following purposes: We plan to locate and enter into agreements with one or more manufacturing companies that currently manufacture biodegradable disposable utensils, plates and cups. We also plan to locate and enter into agreements with distributors for the sale of our products, and eventually with third party logistics providers to provide order fulfillment services. We also plan to locate and enter into an agreement with a web developer for the purpose of developing our website for direct sales of our products to consumers. As a result, we expect to be dependent on those third party firms that we engage. There is no assurance that we will be able to enter into contracts with any such third parties on terms that are favorable to us. If any of our third party contractors breaches the contract or does not have the ability, for financial or other reasons, to perform its obligations, we may not be able to implement our business plan. Our reliance on third parties may place us at a competitive disadvantage. 5. If we are unable to obtain additional funding, our business operations will be harmed.

We will require additional funds to implement our business plan. We anticipate that we will require a minimum of $125,000 to fund our planned activities for the next twelve months. We hope to raise this capital through the sale of our securities in a private placement. If we are unable to raise the required capital, our ability to grow will be restricted and our ability to continue to conduct business operations will be harmed. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans, which could cause the Company to become dormant. Furthermore, any additional equity financing may involve substantial dilution to our then existing shareholders. 6. We may not be able to compete with current and potential competitors, some of whom have greater resources and experience than we do. We may not have the resources to compete with our existing competitors or with any new competitors. We intend to compete with many providers of bioplastic and biodegradable disposable utensils, as wells as with providers of traditional plastic utensils, all of which have significantly greater personnel, financial, and managerial resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business. Moreover, as the demand for bioplastic and biodegradable disposable utensils increases, new companies may enter the market and the influx of added competition will pose an increased risk to our Company. Increased competition may lead to price wars, which would harm us since we would be unable to compete with companies with greater resources. In addition, increased competition and increased demand may create a stress on the bioplastic manufacturers‟ output capabilities, which may lead to increased prices, which would also harm our ability to compete in the disposable utensils market. 7. Since our officers and Directors may work or consult for other companies, their other activities could slow down our operations .

Our officers and Directors are not required to work exclusively for us and do not devote all of their time to our operations. Presently, our officers and Directors allocate only a portion of their time to the operation our business. Since our officers and Directors are currently employed full-time elsewhere, they are able to commit to us only up to 3-6 hours a week. Therefore, it is possible that their pursuit of other activities may slow our operations and reduce our financial results because of the slow-down in operations.
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8.

Our officers and Directors are located in Israel.

Since all of our officers and Directors are located in Israel, any attempts to enforce liabilities upon such individuals under the U.S. securities and bankruptcy laws may be difficult. 9. We need to retain key personnel to support our business and ongoing operations.

The development of our business and the marketing and sale of our products will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers and the engagement of key employees and contractors who have critical industry experience and relationships that we rely on to implement our business plan. The loss of the services of any of our officers or the lack of availability of other skilled personnel would negatively impact our ability to develop our company and to market and sell our intended products, which could adversely affect our financial results and impair our growth. 10. Because both Mr Hesin and Mrs. Mimouni have no experience in running a company that sells bioplastic products, they may not be able to successfully operate such a business which could cause you to lose your investment. We are a start-up company and we intend to market and sell our bioplastic products. Mr. Hesin and Mrs. Mimouni, our current officers, have effective control over all decisions regarding both policy and operations of our company with no oversight from other management. Our success is contingent upon these individuals' ability to make appropriate business decisions in these areas. It is possible that their lack of relevant operational experience could prevent us from becoming a profitable business and an investor from obtaining a return on his investment in us. 11. The bioplastic industry is subject to the risk of highly volatile price swings.

Fossil fuels and corn are needed for the production of bioplastic products. Even though bioplastic product production is considered more efficient than traditional plastic production in terms of the use of fossil fuels and corn in the manufacturing process, the bioplastic industry remains dependent on the availability of fossil fuels and corn. Due to the rising costs of corn in the commodities market and the cost of petroleum rising on a daily basis and the unstable global oil market, any company relying on fossil fuels and corn as main components of their operating expenses is subject to the risk of highly volatile price swings. Because traditional plastic manufacturing companies use state of the art technology to produce products and purchase petroleum in mass quantities, they are able to keep their costs stable. Any rise in the price of corn and/or petroleum will cause us to incur additional expenses. Thus, we could see retail price jumps in the bioplastic utensils while the increase in traditional plastic utensil prices may be significantly lower. 12. We could be subject to significant and costly product liability claims.

We could be subject to significant product liability claims if the disposable products we sell cause injury or illness. We do not have liability insurance with respect to product liability claims. The costs associated with product liability claims and product recalls could significantly reduce our operating results.

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13. Our executive officers own a majority of the outstanding shares of our common stock, and other stockholders may not be able to influence control of the company or decision making by management of the company. Our executive Officers presently own, in the aggregate, 64.29% of our outstanding common stock. As a result, our executive officers have substantial control over all matters submitted to our stockholders for approval including the following matters: election of our Board of Directors; removal of any of our Directors; amendment of our Articles of Incorporation or bylaws; and adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. Other stockholders may consider the corporate decisions made by our executive officers to be inconsistent with the interests of these stockholders. In addition, other stockholders may not be able to change the Directors and officers, and are accordingly subject to the risk that management cannot or will not manage the affairs of the company in accordance with such stockholders‟ wishes. 14. Because bioplastics are made from feedstock, particularly corn, and corn is used for many different purposes, we face the risk of interruption of supply or increase in costs, which would harm our business and results of operation. It is estimated that 50% of bioplastic products produced are made from starch, particularly corn starch. Corn is used for many different purposes, as an additive for many foods, as feed for farm animals, in the production of ethanol, etc. As a result, we face the risk of interruption of supply or increase in cost. The competition for bioplastic utensils could be intense, and we may not be able to compete effectively against other purchasers who have higher volume requirements or more established relationships. Even if suppliers have adequate supplies of starch to produce biodegradable products, they may be unreliable in meeting delivery schedules, experience their own financial difficulties, provide products of inadequate quality, or provide them at prices which reduce our profit. Any problems that our manufacturers face with regard to the supply of starch can be expected to affect our ability to source bioplastic products, which could have a material adverse effect on our financial condition, business, results of operations, and continued growth prospects. 15. Establishing a new brand requires effective marketing and product placement which may take a long period of time.

Our principal business strategy is to develop our brand name as a respected brand associated with the highest quality bioplastic products. The marketing of our intended product is highly dependent on creating favorable consumer perception. We have minimal advertising experience. Competitors have significantly greater advertising resources and experience and enjoy well-established brand names. There can be no assurance that our initial advertising and promotional activities will be successful in creating the desired consumer perception. Risks Relating To Our Common Stock 16. We may, in the future, issue additional common shares, which would reduce investors' percent of ownership and may dilute our share value. Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $0.001 per share, of which 7,000,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
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17. Our common shares are subject to the "Penny Stock" Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: that  a broker or dealer approve a person's account for transactions in penny stocks; and the  broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: obtain financial information and investment experience objectives of the person; and  make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient  knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: sets  forth the basis on which the broker or dealer made the suitability determination; and that  the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. 18. There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares. There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the Over The Counter Bulletin Board after the registration statement relating to this prospectus is declared effective by the SEC. We do not yet have a market maker who has agreed to file such application. If for any reason our common stock is not quoted on the Over The Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.
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19. State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus. Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment. 20. Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless the value of such shares appreciates and they sell them. There is no assurance that stockholders will be able to sell shares when desired. 21. We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

Our Articles of Incorporation authorizes us to issue up to 5,000,000 shares of "blank check" preferred stock. Accordingly, our Board of Directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
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Risks Relating to Operating in Israel 22. We conduct our operations in Israel and therefore our results may be adversely affected by political, economic and military instability in Israel. Our current operations and our officers and Directors are located in Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect our operations and could make it more difficult for us to raise capital. Since September 2000, terrorist violence in Israel has increased significantly and negotiations between Israel and Palestinian representatives have not achieved a peaceful resolution of the conflict. The establishment in 2006 of a government in the Palestinian Authority by representatives of the Hamas militant group has created additional unrest and uncertainty in the region. Further, Israel was engaged in an armed conflict with Hezbollah in the summer of 2006, a Lebanese Islamist Shiite militia group, which involved thousands of missile strikes and disrupted most day-to-day civilian activity in northern Israel. Any armed conflicts, terrorist activities or political instability in the region would likely negatively affect business conditions and could significantly harm our results of operations. THE OFFERING This prospectus relates to the resale by certain selling security holders of the Company of up to 2,000,000 shares of our common stock. Such shares were offered and sold by us at a purchase price of $0.025 per share to the selling security holders in private placements conducted in November 2007 through January 2008 pursuant to the exemptions from registration under the Securities Act provided by Regulation S of the Securities Act. As of January 31, 2008, the Company had fully subscribed the private placement and raised $50,000 in gross proceeds. The selling security holders will be offering the shares of common stock being covered by this prospectus at a price of $0.025 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. USE OF PROCEEDS We will not receive any of the proceeds from the sale of the common shares being offered for sale by the selling security holders. DETERMINATION OF OFFERING PRICE The selling security holders will be offering the shares of common stock being covered by this prospectus at a price of $0.025 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. The offering price of $0.025 per share is based on the price at which the selling shareholders purchased the shares from us. Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.
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DIVIDEND POLICY We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. MARKET FOR OUR COMMON STOCK Market Information There is no public market for our common stock. We have issued 7,000,000 common shares since the Company‟s inception in September 4, 2007 all of which are restricted shares. See "Certain Relationships and Related Transactions" section below regarding these shares. There are no outstanding options or warrants or securities that are convertible into shares of common stock. Holders We had 45 holders of record for our common shares as of April 10, 2008. Securities Authorized for Issuance under Equity Compensation Plans We do not have any compensation plan under which equity securities are authorized for issuance. Dividends Please see “Dividend Policy” above.

FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry‟s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We do not intend to update any of the forward-looking statements to conform these statements to actual results.
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SELLING SECURITY HOLDERS The following table sets forth the shares beneficially owned, as of April 10, 2008, by the selling security holders prior to the offering contemplated by this prospectus, the number of shares each selling security holder is offering by this prospectus and the number of shares which each would own beneficially if all such offered shares are sold. Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. None of the selling security holders is a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling security holders has acquired his, her or its shares pursuant to a private placement solely for investment and not with a view to or for resale or distribution of such securities. The shares were offered and sold to the selling security holders at a purchase price of $0.025 per share in a fully subscribed private placement made in November 2007 through January 2008, pursuant to the exemption from the registration under the Securities Act provided by Regulation S of the Securities Act. None of the selling security holders are affiliates or controlled by our affiliates and none of the selling security holders are now or were at any time in the past an officer or Director of ours or any of any of our predecessors or affiliates. The percentages below are calculated based on 7,000,000 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Number of Shares and Percent of Total Issued and Outstanding Held After the Offering(1) # of Shares % of Class 0 * 0 * 0 * 0 * 0 * 0 * 0 * 0 * 0 * 0 * 0 *

Name of Selling Security Last name Agapova Alekperova Andrejevs Berzins Boroda Buike Buglaks Bulina Celmajeva Cinis Fedotova

Common Shares owned by Number of Shares Offered the Selling Security Holder by Selling Security Holder First name Nellija Aleksandra Guntis Gatis Ruslans Ieva Deniss Ineta Nina Andis Unda 40,000 40,000 80,000 40,000 40,000 40,000 40,000 40,000 80,000 40,000 80,000
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40,000 40,000 80,000 40,000 40,000 40,000 40,000 40,000 80,000 40,000 80,000

Fogels Goldina Gromovs Iljasenko Karklins Kazoks Konovalova Kuks Lelis Lemesevska Lomakins Markitans Meijere Meinarts Minejevs Mudrika Polozjuks Primaks Pusevs Punculis Punculis Steinbergs Stepanovs Tarvids Ukse Vahrusova Virovs Voronovskis Zarins

Bruno Agra Andrejs Dmitrijs Andris Andis Oksana Janis Janis Olga Tihons Kaspars Edite Roberts Vladimirs Albina Jurijs Arturs Juris Janis Emils Arvids Arturs Jevgenijs Egils Olga Andrejs Dmitrijs Valdis

40,000 40,000 40,000 40,000 80,000 40,000 80,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 80,000 40,000 40,000 40,000 60,000 40,000 80,000 40,000 40,000 80,000 80,000 40,000 40,000 40,000 40,000 2,000,000

40,000 40,000 40,000 40,000 80,000 40,000 80,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 80,000 40,000 40,000 40,000 60,000 40,000 80,000 40,000 40,000 80,000 80,000 40,000 40,000 40,000 40,000 2,000,000

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

* * * * * * * * * * * * * * * * * * * * * * * * * * * * *

* Represents less than one percent of the total number of shares of common stock outstanding as of the date of this filing. Assumes all of the shares of common stock offered in this prospectus are sold and no other shares of common stock are sold or issued during this offering period. Based on 7,000,000 shares of common stock issued and outstanding as of April 10, 2008.
(1)

We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FISCAL CONDITION AND RESULTS OF OPERATION The following discussion of our plan of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in “Risk Factors” beginning on page 18 of this prospectus. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. Overview We have not generated any revenue since our inception. We are a development stage company with limited operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next twelve months. Plan of Operation We have not had any revenues since our inception on September 4, 2007. Over the next twelve months we intend to create a customer base for BNH in environmentally conscious retail locations and among foodservice operators. The majority of our current funds will be used to operate our business for the first 6 months. We plan to seek to raise an additional $125,000 to help market our products, create market awareness and build a customer base. At the present time, however, we have not made any arrangements to raise additional cash. We may seek to obtain the funds we need through a second public offering, private placement of securities or loans. Other than as described in this paragraph, we have no other financing plans at this time . Our objective is to purchase bioplastic utensils from Far-East manufacturers and import these bioplastic utensils initially to Israel for distribution to both retail and foodservice industry customers. We intend to purchase and distribute both a private label line and our own branded products. The Company plans to store the utensils and ultimately sell and ship them to Israel. Ultimately, the Company‟s goal is to become an industry leader in the marketing and reselling of bioplastic utensils first in Israel, and eventually in the United States. We plan to sign purchasing agreements with manufacturers which will take into account a reduced price based on order quantities. We plan on negotiating volume-based contracts with suppliers. Thus, as sales increase, we hope that our purchase price per unit will decrease. We intend to purchase only from suppliers that commit to adhere to our packaging requirements; suppliers must have the ability to source their own materials for the printing of the packages. It is our intent to order from manufacturers that can provide us with all of our product/service needs. Such facilities will be responsible for sourcing, printing, and packaging materials, and for shipping the finished products to our customers. In the event that due to stock outages only products with generic packaging are available to purchase, we intend to receive a discount for non-branded products. In such a scenario, we may ship the bioplastic products to third party vendors for re-branding or have the supplier re-brand the products via a special project kitting process. Costs may increase slightly for these scenarios.

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Activities to Date BNH Inc. was incorporated under the laws of the State of Nevada on September 4, 2007. We are a development stage company. From our inception to date, we have not generated any revenues, and our operations have been limited to organizational, start-up, and capital formation activities. We currently have no employees. To date we have conducted market research regarding facilities that manufacture biodegradable disposable utensils in the Far East. We have also conducted preliminary market research of competing products in our target markets. Results of Operations During the period from September 4, 2007 (date of inception) through March 31, 2008, we incurred a net loss of $(36,099). This loss consisted primarily of incorporation costs and administrative expenses. Since inception, we have sold 5,000,000 shares of common stock to our Directors, including our former Directors. Purchase or Sale of Equipment We do not expect to purchase or sell any plant or significant equipment. Revenues We had no revenues for the period from October 31, 2007 (date of inception) through April 10, 2008. We believe that we will be able to commence the marketing and distribution of our products in the end of the first fiscal quarter of 2009. Liquidity and Capital Resources Our balance sheet as of March 31, 2008, reflects assets of $40,889. Cash and cash equivalents from inception to date have been insufficient to provide the working capital necessary to operate to date. We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Recently Issued Accounting Pronouncements We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows. Seasonality We do not expect our sales to be impacted by seasonal demands for our products and services. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements.

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DESCRIPTION OF BUSINESS We were incorporated under the laws of the State of Nevada on September 4, 2007. We are a development stage company. From our inception to date, we have not generated any revenues, and our operations have been limited to organizational, start-up, and capital formation activities. We currently have no employees other than our officers, who are also our Directors. The address of our principal executive office is BNH Inc., c/o Nehemya Hesin, 29 Rashbi St. Apt #19, Modiin Illit, Israel, 71919. Our telephone number is 011-972-545-681-953. We do not have a website at this time. Our Business Objective The purpose of our company is to distribute and sell environmentally friendly and biodegradable plastics (bioplastics for short), in the form of disposable utensils, plates, and cups to environmentally conscious consumers in Israel and later in the United States. We intend to source these bioplastic products from Far East manufacturers, and offer these products as an alternative to traditional disposable plastic utensils. While traditional plastics are derived from petroleum, bioplastics are a form of plastic derived from renewable biomass sources, such as vegetable oil, corn starch , pea starch , or microbiota . Bioplastics are used either as a direct replacement for traditional plastics or as blends with traditional plastics. There is no international agreement on how much bio-derived content is required to use the term bioplastic. Bioplastics break down through the normal biodegradable process into nutrient rich soil and thereby cause no harm to the environment. There are four different types of bioplastics: Starch-based plastics - thermoplastic starch, such as Plastarch material  Polylactide acid (PLA) - transparent plastic made from natural resources  Poly-3-hydroxybutyrate (PHB) - a polyester produced from renewable raw materials  Polyamide 11 (PA 11) - a biopolymer derived from vegetable oil  (http://en.wikipedia.org/wiki/bioplastic) In contrast, plastics are made from petroleum. During the manufacturing process, plastics emit harmful chemicals such as ethylene oxide, benzene and xylenes into the environment. Unlike bioplastics, plastics do not break down in the environment, and the chemicals emitted from the manufacturing of plastics have been linked to various illnesses such as allergies, asthma, liver disease, and cancer. ( http://findarticles.com/p/articles/mi_qn4176/is_20060111/ai_n15991706 ). Though similar means are used in an industrial sense to create bioplastics, the quantity of petroleum used to process bioplastics is much less. "Italian bioplastic manufacturer Novamont states in its own environmental audit that producing one kilogram of its starch-based product uses 500g of petroleum and consumes almost 80% of the energy required to produce a traditional polyethylene polymer. Environmental data from NatureWorks, the only commercial manufacturer of PLA (polylactic acid) bioplastic, says that making its plastic material delivers a fossil fuel savings of between 25 and 68 per cent compared with polyethylene. . . " ( http://wikipedia.org/wiki/bioplastic )
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Bioplastic is an emerging industry because of bioplastic‟s ability to replace traditional plastic as the material of choice for a large number of everyday needs. Medical storage bags, grocery store bags, film, liquid containers, food trays, forks, knives, etc are just a few of the plastic products that can be manufactured from bioplastic. As the world becomes more conscious of the environmental hazards associated with the manufacture, use, and disposal of traditional plastics, bioplastic has the potential to become an economical alternative to maintain a healthy ecosystem. Our objective is to purchase bioplastic utensils from Far-East manufacturers and import these bioplastic utensils initially to Israel for distribution to both retail and foodservice industry customers. We intend to purchase and distribute both a private label line and our own branded products. The Company plans to store the utensils and ultimately sell and ship them to Israel. Ultimately, the Company‟s goal is to become an industry leader in the marketing and reselling of bioplastic utensils first in Israel, and eventually in the United States. Our Business Strategy Almost all grocery stores and retail outlets carry disposable plastic utensils such as cups, plates, forks, knives and spoons. In addition, the foodservice industry is a big end user of plastic utensils. The global market for paper and plastic disposables is estimated at $30 billion dollars a year ( http://www.usatoday.com/money/industries/food/2006-08-02-ecopicnic-usat x.htm ). It is our intent to increase customer awareness of the benefits of using biodegradable plastic utensils. We intend to accomplish this objective by building on the BNH brand and our slogan "Eat Green" (“ Tochal Yarok ” in Hebrew) through marketing, promoting and providing competitive industry pricing on quality bioplastic products. The Market For Disposable Bioplastic Utensils The global industry for bioplastic was estimated at 85,000 tons in 2006 ( www.wikipeida.org/wiki./bio-plastic ), which represented a fraction of the plastic‟s industries 12.3 million tons for the same year. The trend towards being "green" has only recently begun to show a global impact. The Freedonia Group estimates that the demand for biodegradable and compostable plastics in the United States is expected to increase 20% per year through 2010. (Source: Biomaterials, Industry Dynamics, “Strong Growth Projections for Bioplastic Film Packaging,” July 4, 2007.) The market for biodegradable - disposable utensils could top $1 billion by the end of 2008. ( http://www. Usatoday.com/money/industries/food/2006-08-02-eco-picnicusat x.htm ). Our bioplastic products are intended to be utilized as an alternative to traditional disposable plastic utensils. Consequently, our goal is to have our utensils competitively priced relative to the existing plastic disposable utensils on the market today. For our goals to be realized, we will need to hire and retain a qualified management team, establish strong supplier relationships, secure shipping contracts, secure and lease storage facilities, and identify and enter into agreements with distributors. Additionally, a substantial marketing plan will have to be developed. Since these tasks require considerable time and financial resources, we intend to approach these goals in an incremental fashion. We have identified several manufacturers of bioplastic forks, knives, spoons, plates and cups in the Far East. Some of these manufacturers are: Red Pod (China) Co Ltd., Suzhou Suyuan Bio-Product Co., Ltd., and Shanghai Qian Dan International Trade Co., Ltd. We intend to negotiate with these manufacturers to have them produce and package these products in their facilities in the Far East for distribution and sale by us. We plan to have these products shipped directly to our distributors and food-service customers in Israel, and eventually in the United States. We plan for all shipments to be paid FOB point of origin. We will attempt to obtain up-front payment or back-to-back letters of credit from our customers to cover our letters of credit to our manufacturers.
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During the first 12 months of operation, we plan to offer our bioplastic products in two different branding scenarios: Private label branded products - While the ideal sales method for BNH is to offer only products under the BNH brand, in an effort to  increase sales and create a solid customer base, we will offer private label products, if the sales volumes are sufficient and if the customer will accept FOB delivery. BNH branded products - We plan to offer products with the BNH brand at a small discount over private label products in an effort to  “create” our brand by getting the BNH “Eat Green” and “ Tochal Yarok ” labels in front of as many customers as possible. We hope that this will drive future customers to buy the BNH branded products. As brand awareness increases, BNH expects to have better purchasing leverage and more supplier options. At inception, products will come from China-based production facilities. Proceeds received by the Company from the private placement conducted from November 2007 through January 2008, will be used for the creation and implementation of a comprehensive business and marketing plan. We intend to raise an additional $125,000 in a private placement. If it turns out that we have not raised enough money to effectuate our business plan, we will try to raise additional funds from a public offering, a private placement, or loans. We may borrow money from our Directors. If the Company needs additional money and is not successful in raising the money, it will have to suspend or cease operations. Marketing Our marketing strategy will focus on creating awareness of our brand name for our bioplastic products while expending minimal expenses to do so. We plan to use inexpensive forums to do so, such as internet based advertising, inexpensive 'green' information forums, outside sales, community marketing, and trade shows. We intend to use hands-on sampling at outside events such as local carnivals, camp sites, and parks. We plan to participate in the following marketing activities: A. "Green" information forums: Since our initial market is in Israel, we intend to get involved with the following environmental information forums to establish our product and procure new business: www.greenteamusa.com www.nb-nesbad.co.il/ http://www.iued.org.il/ B. Community Outreach: We plan for our Directors to contact leading city-based environmentally friendly businesses, such as: local health food stores, bio-stores, organic stores, environmental stores, camping equipment retailers. These environmentally friendly businesses include the following: www.edenteva.co.il www.teva-kan.info www.teva-banahala.co.il In addition, we may hire outside marketing agents to drop leaflets promoting our products in neighborhoods in order to publicize our environmentally friendly bioplastic products.
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C. Trade shows: In order to further our international expansion, we plan to participate in tradeshows and promote customer hands-on demonstrations by allowing customers to handle our bioplastic forks, knives, cups, and plates. We hope that this will lead to real time orders for our bioplastic products. D. Since our initial market is in Israel, we intend to negotiate with potential distributors in Israel to find the most attractive terms for our company. Potential distributors include Easy for You Ltd., Hadpeamit. and Peamit . We plan to analyze the success of our marketing strategy by incorporating sales tracking on a weekly/monthly/quarterly basis and establishing trending so that our sales force (in the initial 12 month the sales force will be the Directors of the Company) can focus our selling strategy. The more successful sales forums will be targeted and penetrated, while the lower yielding selling arenas will not be ignored, but instead, strategies will be redesigned. For example, if sales tracking uncovers that internet banners are yielding 5% of total sales volume while trade show involvement is tracking at 35%, then more resources will be directed at trade shows, such as increased traveling expenses and bigger/better sales locations. Expenditures for Internet bases advertising would then be cut to account for the difference. Marketing Campaign We intend to distribute and sell environmentally friendly and biodegradable plastics (bioplastics for short), in the form of disposable utensils, plates, and cups to environmentally conscious consumers in Israel, and later in the United States. We plan for the BNH brand to incorporate a marketing slogan program. Our slogan "Eat Green" (“ Tochal Yarok ”) will be the primary point of brand recognition. Products will be packaged with the words "Eat Green" and with the phrase, "bring natural home" representing the acronym BNH. We plan to have our future sales force encourage consumers to sample our bioplastic products via sampling and by dropping off sample products in people‟s mailboxes. We intend for the sample bioplastic products distributed to consumers to be accompanied by a flier advertising our slogan and acronym phrase, and promoting the vision of the Company, by explaining the benefits of our environmentally friendly bioplastic products. Once customers begin to order products, BNH plans to offer Eat Green merchandise with certain sales volumes. We intend that Customers ordering 100,000 pieces or more will receive a free BNH hat with the slogan printed on it; a 250,000 piece order will receive a slogan t-shirt; and a 500,000 piece order will receive a hooded sweat shirt. Also, in all special event/trade show scenarios, we plan to hold a drop-a-card lottery where customers will drop their business cards in a container and at the end of the event/show a certain number of cards will be drawn and giveaways with the company logo will be awarded. Camping promotion - In an effort to capitalize on the younger market segment, BNH plans to offer a promotion where a camping tent imprinted with our logo and acronym will be presented to consumers who mail in proofs of purchase from one hundred packs of our bioplastic products. Customers will be directed to clip the UPCs off of the back of packaging and mail to an address with appropriate information included. The first 100 customers to send in the quantity required will each be awarded a camping tent.

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Niche focus advertising - BNH plans to become a market leader in its niche, which will be environmentally focused retailers, camping equipment retailers, and disposable utensil retailers. We intend for our brand messaging to stay consistent with our customers and for our pricing to stay competitive. By advertising in local "green" community forums and offering holiday specials during holidays such as Yom Ha‟atsma‟ut (Israel) and the 4 of July, and during the summer months, we hope to increase our market share.
th

Our Competition There is significant competition in our market. In Israel, our competition includes companies such as Ecoplates and Ecojo . The market in Israel is less developed than in the United States, where bioplastic products can be purchased directly from the distributors‟ web sites and at other retail locations. The market in the United States is the most developed and many retail chains carry bioplastic utensils. When we eventually market our products in the United States, we will be competing with Tocobaga Traders , Green Home , and Green Earth Office Supplies , among others. These companies have much more resources than we do and are able to purchase their products in larger quantities, thereby reducing their purchasing costs. Expenditures We have not had any revenues since our inception on September 4, 2007. Over the next twelve months we intend to create a customer base for BNH in environmentally conscious retail locations and foodservice operators. The majority of our current funds will be used to operate our business for the first 6 months. We seek to raise an additional $125,000 to help market our products, create market awareness and build a customer base. The following chart provides an overview of our budgeted expenditures by area of activity over the next 12 months: Marketing materials Office supplies Web-site BioPlastic supplies Travel expenses Consultants Market Study Miscellaneous TOTAL $10,000 $10,000 $5,000 $25,000 $35,000 $15,000 $15,000 $10,000 $125,000

Dependence on One or a Few Major Suppliers We plan to purchase our bioplastic products from several different suppliers in the Far East so as not to be dependent on one major supplier. However, if we end up entering into supply contracts with only one or two suppliers, then we may end up being dependent on such supplier(s) for the supply of all or most of our bioplastic products.

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Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions We have not entered into any franchise agreements or other contracts that have given, or could give rise to, obligations or concessions. Beyond our trade name, we do not hold any other intellectual property. Governmental Regulations We may be subject to a variety of laws and regulations relating to product safety, among other things. We believe that we are currently in compliance with such laws and have no current liabilities thereunder. Our intent is to maintain strict compliance with all relevant product safety laws, rules and regulations. Employees We have no employees. All functions including development, strategy, negotiations and administration are currently being provided by our Directors on a voluntary basis.

DESCRIPTION OF PROPERTY We do not lease or own any real property. We currently maintain our corporate offices at 29 Rashbi St. Modiin Illit, Israel, 71919, in space provided to us by our President. We do not pay any rental fees for use of this space. This space is sufficient until we commence full operations. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current Directors and executive officers. Name and Business Address Nehemya Hesin Age 30 Position President, Treasurer and Director Secretary, and Director

Danielle Mimouni

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Mr. Nehemya Hesin joined our company on November 12, 2007. Mr. Hesin is serving as the Company‟s President, Treasurer, and Director. Since 2001 Mr. Hesin has held the position of the Chairman of the Breslov Center in Modiin Illit, Israel. Mr. Hesin is responsible for all aspects of the Center, including financial management, operations, and managing the day to day operations In addition, Mr. Hesin‟s responsibilities include organizing charitable events such as group dinners to the underprivileged and organizing group travels. From 1998-2001 Mr. Hesin was a sales manager at Tzivha International in Modiin Illit, Israel where he was responsible for selling units in apartment complexes owned by Tzivha International. Mr. Hesin graduated in 1995 from the Breslov High School in Bnei Brak, Israel. Mrs. Danielle Mimouni is the Company‟s Secretary and Director. She is a practicing psychologist and holds a third degree in Psychology from University du Lyon, Lyon France. Mrs. Mimouni is self employed. In the years of 2004-2006 she was hired by the Israel Absorption Office in order to speak at events and assist new immigrants upon their arrival in Israel. During this period and going back to 1999 Mrs. Mimouni conducted private counseling sessions with individuals and also provided marital counseling services to couples.
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There are no familial relationships among any of our officers or Directors. None of our Directors or officers is a director in any other reporting companies. None of our Directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company‟s officers or Directors, or any associate of any such officer or Director, is a party adverse to the Company or any of the Company‟s subsidiaries or has a material interest adverse to it or any of its subsidiaries. Board Composition Our bylaws provide that the Board of Directors shall consist of one or more members. Each Director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified. No Committees of the Board of Directors; No Financial Expert We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee “financial expert”. As such, our entire Board of Directors acts as our audit committee. Auditors; Code of Ethics Our principal registered independent auditor is Alan Weinberg CPA. We do not currently have a Code of Ethics applicable to our principal executive, financial, and accounting officers. Potential Conflicts of Interest Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our Directors. Thus, there is a potential conflict of interest in that our Directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or Directors. Director Independence We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our Directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

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Involvement in Legal Proceedings No Director, nominee for Director or officer of the Company has appeared as a party during the past five years in any legal proceedings that may bear on his ability or integrity to serve as a Director or officer of the Company. EXECUTIVE COMPENSATION

Summary Compensation Since our incorporation on September 4, 2007, we have not paid any compensation to our Directors or officers in consideration for services rendered to our Company in their capacity as such. We have no employment agreements with any of our Directors or executive officers. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing, or similar benefit plans. Since our incorporation on September 4, 2007, no stock options or stock appreciation rights have been granted to any of our Directors or executive officers, none of our Directors or executive officers exercised any stock options or stock appreciation rights, and none of them hold unexercised stock options. We have no long-term incentive plans. Outstanding Equity Awards Our Directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards. Compensation of Directors Our Directors do not receive compensation for their services as Directors. Employment Contracts, Termination of Employment, Change-in-Control Arrangements There are no employment or other contracts or arrangements with officers or Directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, Directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from us. There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table lists, as of April 10, 2008, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and Director of our Company; and (iii) all officers and Directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. The percentages below are calculated based on 7,000,000 shares of our common stock issued and outstanding as of April 10, 2008. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o BNH Inc., c/o Nehemya Hesin, 29 Rashbi St. Modiin Illit, Israel, 71919.

Name of Beneficial Owner

Title Of Class

Amount and Nature of Beneficial Ownership 3,000,000 1,500,000 4,500,000

Percent of Class

Nehemya Hesin Danielle Mimouni

Common Common

42.86% 21.43% 64.29%

Directors and Officers as a Group (2 persons) Common

PLAN OF DISTRIBUTION This prospectus relates to the registration of 2,000,000 shares of common stock on behalf of the selling stockholders There is no current market for our shares There has been no market for our securities. Our common stock is not traded on any exchange or on the Over The Counter Bulletin Board. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the National Association of Securities Dealers, Inc. for our common stock to be eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. The selling security holders will be offering our shares of common stock at a price of $0.025 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices.
28

The selling security holders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be listed or quoted (anticipated to be the OTC Bulletin Board in the United States), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. Moreover, the shares of common stock being offered for resale by this prospectus may be sold by the selling security holders by one or more of the following methods, without limitation: (a) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (b) privately negotiated transactions; (c) market sales (both long and short to the extent permitted under the federal securities laws); (d) at the market to or through market makers or into an existing market for the shares; (e) through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and (f) a combination of any of the aforementioned methods of sale. In the event of the transfer by any of the selling security holders of its common shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling security holder who has transferred his, her or its shares. In effecting sales, brokers and dealers engaged by the selling security holders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling security holder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling security holder if such broker-dealer is unable to sell the shares on behalf of the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above. The selling security holders and any broker-dealers or agents that participate with the selling security holders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. From time to time, any of the selling security holders may pledge shares of common stock pursuant to the margin provisions of customer agreements with brokers. Upon a default by a selling security holder, their broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling security holders intend to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any of the selling security holders defaults under any customer agreement with brokers. To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.
29

We and the selling security holders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a selling security holder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock. All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling security holders, the purchasers participating in such transaction, or both. Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus. Penny Stock Regulations You should note that our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
30

Blue Sky Restrictions on Resale If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as “Blue Sky laws,” with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor‟s. The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales. Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales. When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or will rely on an exemption there from. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On September 4, 2007, we issued 250,000 shares of our common stock to Goldy Klein our previous President, Treasurer, Secretary and a Director of the Company. The purchase price paid for such shares was equal to their par value, $0.001 per share, and amounted in the aggregate to $250. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mrs. Goldy Klein was our founding officer and Director and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. On October 18, 2007, we issued 1,500,000 shares of our common stock to Mrs. Danielle Mimouni, a Director and the current Secretary of the Company. The shares were issued in exchange for services rendered in the amount of $1,500. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mrs. Danielle Mimouni is a Director and officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. On October 25, 2007, we issued 250,000 shares of our common stock to Mrs. Redkina, a former Treasurer of the Company. The shares were issued in exchange for services rendered in the amount of $250. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Ms. Redkina was an officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. On November 12, 2007, we issued 3,000,000 shares of our common stock to Mr. Nehemya Hesin, the President, Treasurer and a Director of the Company. The shares were issued in exchange for services rendered in the amount of $3,000. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mr. Hesin is a Director and officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.
31

On December 12, 2007, we borrowed $250 from Goldy Klein, who is a stockholder of the Company and a former officer and Director of the Company.

DESCRIPTION OF SECURITIES The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation which has been filed as an exhibit to our registration statement of which this prospectus is a part. Common Stock We are authorized to issue 100,000,000 shares of common stock, par value $0.001, of which 7,000,000 shares are issued and outstanding as of April 10, 2008. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer, or prevent a change in control of our Company. Preferred Stock We are authorized to issue 5,000,000 shares of preferred stock, none of which is issued and outstanding. Our Board of Directors has the right, without shareholder approval, to issue preferred shares with rights superior to the rights of the holders of shares of common stock. As a result, preferred shares could be issued quickly and easily, negatively affecting the rights of holders of common shares and could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult. Because we may issue up to 5,000,000 shares of preferred stock in order to raise capital for our operations, your ownership interest may be diluted which results in your percentage of ownership in us decreasing. Warrants and Options Currently, there are no warrants, options or other convertible securities outstanding. Security Holders As of April 10, 2008, there were 7,000,000 common shares issued and outstanding, which were held by 45 stockholders of record. Non-cumulative Voting Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our Directors. Transfer Agent We have not engaged a transfer agent to serve as transfer agent for shares of our common stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.
32

Admission to Quotation on the OTC Bulletin Board We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the "specialist" common to stock exchanges. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities. SHARES ELIGIBLE FOR FUTURE SALE Prior to this offering, there was no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities. We have outstanding an aggregate of 7,000,000 shares of our common stock. Of these shares, all of the 2,000,000 shares to be registered in this offering will be freely tradable without restriction or further registration under the Securities Act, unless those shares are purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining 5,000,000 shares of common stock to be outstanding after this offering will be restricted as a result of securities laws. Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act. Rule 144 In general, under Rule 144 as currently in effect, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell the common stock held by such person, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period). A person who is one of our affiliates and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell within any three-month period a number of shares that does not exceed 1% of the number of shares of our common stock then outstanding, which will equal 18,000 shares immediately after this offering, subject to the continued availability of current public information about us and the filing of a Form 144 notice of sale if the sale is for an amount in excess of 5,000 shares or for an aggregate sale price of more than $50,000 in a three-month period.
33

LEGAL MATTERS We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our Directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest. EXPERTS No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or its subsidiary. Nor was any such person connected with the Registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, officer or employee. Our financial statements for the period from inception to March 31, 2008, included in this prospectus have been audited by Alan Weinberg , as set forth in their report included in this prospectus. The legal opinion rendered by SRK Law Offices regarding our common stock to be registered on Form S-1 is as set forth in their opinion letter included in this prospectus. DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our officers and Directors are indemnified as provided by the Nevada Revised Statutes and our Articles of Incorporation. Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors' immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct. Our Articles of Incorporation provide that we will indemnify our Directors and officers to the fullest extent permitted by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the bylaws.
34

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Alan Weinberg is our auditor. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter. WHERE YOU CAN FIND MORE INFORMATION We have filed a registration statement on Form S-1 under the Securities Act with the SEC for the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For additional information about us and our securities, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract or any other documents to which we refer are not necessarily complete. In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference. Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies may be obtained at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference rooms. Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC at http://www.sec.gov .

35

FINANCIAL STATEMENTS BNH INC. (A DEVELOPMENT STAGE COMPANY) INDEX TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007 Report of Registered Independent Auditors Financial StatementsBalance Sheets as of March 31, 2008 and December 31, 2007 Statements of Operations for the Periods Ended March 31, 2008, December 31, 2007, and Cumulative from Inception Statement of Stockholders‟ Equity for the Period from Inception Through March 31, 2008 Statements of Cash Flows for the Periods Ended March 31, 2008, December 31, 2007, and Cumulative from Inception Notes to Financial Statements March 31, 2008 and December 31, 2007 F-3 F-2

F-4

F-5

F-6 F-7

F-1

REPORT OF REGISTERED INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of BNH Inc.: We have audited the accompanying balance sheets of BNH Inc. (a Nevada corporation in the development stage) as of March 31, 2008 and December 31, 2007, and the related statements of operations, stockholders‟ equity, and cash flows for periods ended March 31, 2008 and December 31, 2007, and from inception (September 4, 2007) through March 31, 2008. These financial statements are the responsibility of the Company‟s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company‟s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BNH Inc. as of March 31, 2008 and December 31, 2007, and the results of its operations and its cash flows for the periods ended March 31, 2008 and December 31, 2007, and from inception (September 4, 2007) through March 31, 2008, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of March 31, 2008, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company‟s ability to continue as a going concern. Management‟s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Respectfully submitted, /s/ Alan Weinberg CPA Weinberg & Associates LLC Baltimore, Maryland April 11, 2008

F-2

BNH INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (NOTE 2) AS OF MARCH 31, 2008 AND DECEMBER 31, 2007

ASSETS 2008 Current Assets: Cash in bank Total current assets Total Assets LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable Accrued liabilities Due to shareholder Total current liabilities Total liabilities Commitments and Contingencies Stockholders' Equity: Preferred stock, par value $0.001 per share, 5,000,000 shares authorized; no shares issued and outstanding Common stock, par value $0.001 per share, 100,000,000 shares authorized; 7,000,000 and 6,000,000 shares issued and outstanding respectively Additional paid-in capital Paid stock subscription (Deficit) accumulated during development stage Total stockholders' equity Total Liabilities and Stockholders' Equity $ $ $ 40,889 40,889 40,889 $ $ 2007 26,440 26,440 26,440

$

488 21,250 250 21,988 21,988 -

$

488 20,500 250 21,238 21,238 -

-

-

7,000 48,000 (36,099 ) 18,901 40,889 $

6,000 24,000 1,000 (25,798 ) 5,202 26,440

The accompanying notes to financial statements are an integral part of these statements.
F-3

BNH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (NOTE 2) FOR THE PERIODS ENDED MARCH 31, 2008 AND DECEMBER 31, 2007, AND CUMULATIVE FROM INCEPTION (SEPTEMBER 4, 2007) THROUGH MARCH 31, 2008

Period Ended March 31, 2008 Revenues Expenses: General and administrativeProfessional fees Officers' Compensation paid by issued shares Organization Costs Bank Charges Total general and administrative expenses (Loss) from Operations Other Income (Expense) Provision for income taxes Net (Loss) (Loss) Per Common Share: (Loss) per common share - Basic and Diluted Weighted Average Number of Common Shares Outstanding - Basic and Diluted $ 9750 551 10,301 (10,301 ) $ -

From Inception to December 31, 2007 $ $

Cumulative From Inception -

20,500 4,750 488 60 25,798 (25,798 ) (25,798 ) $

30,250 4,750 488 611 36,099 (36,099 ) (36,099 )

(10,301 ) $

$

(0.00 ) $

(0.01 )

6,758,242

2,607,143

The accompanying notes to financial statements are an integral part of these statements.

F-4

BNH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY (NOTE 2) FOR THE PERIOD FROM INCEPTION (SEPTEMBER 4, 2007) THROUGH MARCH 31, 2008 (Deficit) Accumulated During the Development Stage - $ - $ Totals -

Common stock Description Balance - at inception Common stock issued for officers' compensation Payment for stock subscriptions Common stock issued for cash Net (loss) for the period Balance - December 31, 2007 Shares - $ Amount - $

Additional Paid-in Capital - $

Paid Stock Subscriptions

4,750,000 1,250,000 6,000,000 $

4,750 1,250 6,000 $

24,000 24,000 $

1,000 1,000 $

(25,798 ) (25,798 ) $

4,750 1,000 25,250 (25,798 ) 5,202

Common stock issued for cash Net (loss) for the period Balance - March 31, 2008

1,000,000 7,000,000 $

1,000 7,000 $

24,000 48,000 $

(1,000 ) - $

(10,301 ) (36,099 ) $

24,000 (10,301 ) 18,901

The accompanying notes to financial statements are an integral part of these statements.

F-5

BNH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (NOTE 2) FOR THE PERIODS ENDED MARCH 31, 2008 AND DECEMBER 31, 2007, AND CUMULATIVE FROM INCEPTION (SEPTEMBER 4, 2007) THROUGH MARCH 31, 2008

Period Ended March 31, 2008 Operating Activities: Net (loss) Adjustments to reconcile net (loss) to net cash provided by operating activities: Common stock issued for officers' compensation Changes in net liabilitiesAccounts Payable Accrued liabilites Net Cash Used in Operating Activities Investing Activities: Cash provided by investing activities Net Cash Provided by Investing Activities Financing Activities: Loan from shareholder Issuance of common stock for cash Net Cash Provided by Financing Activities Net (Decrease) Increase in Cash Cash - Beginning of Period Cash - End of Period Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest Income taxes Supplemental schedule of non-cash investing and financing activities: On October 18, 2007, the Company issued 1,500,000 shares of common stock, valued at $1,500 to an officer of the Company for services rendered. On October 25, 2007, the Company issued 250,000 shares of common stock, valued at $250 to an officer of the Company for services rendered. On November 12, 2007, the Company issued 3,000,000 shares of common stock, valued at $3,000 to an officer of the Company for services rendered. $ $

From Inception to December 31, 2007

Cumulative From Inception

$

(10,301 ) $

(25,798 ) $

(36,099 )

750 (9,551 )

4,750 488 20,500 (60 )

4,750 488 21,250 (9,611 )

-

-

-

24,000 24,000 14,449 26,440 40,889 $

250 26,250 26,500 26,440 26,440 $

250 50,250 50,500 40,889 40,889

$ $

-

$ $

-

$ $

-

The accompanying notes to financial statements are an integral part of these statements.
F-6

BNH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007 1. Summary of Significant Accounting Policies

Basis of Presentation and Organization BNH Inc. (the “Company”) is a Nevada corporation in the development stage, and has not commenced operations. The Company was incorporated under the laws of the State of Nevada on September 4, 2007. The proposed business plan of the Company is to establish the Company as a distributor of biodegradable plastic utensils. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. On September 4, 2007, pursuant to the terms of a subscription agreement, the Company sold 250,000 shares of common stock to Mrs. Goldy Klein, Secretary, for cash payment of $250 (par value). The Company believes this issuance was deemed to be exempt under Regulation S of the Securities Act. On October 18, 2007, the Company issued 1,500,000 shares of common stock, valued at $1,500 to an officer of the Company for services rendered. On October 25, 2007, the Company issued 250,000 shares of common stock, valued at $250 to an officer of the Company for services rendered. On November 12, 2007, the Company issued 3,000,000 shares of common stock, valued at $3,000 to an officer of the Company for services rendered. In addition, on November 30, 2007, the Company began a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $50,000 through the issuance of 2,000,000 shares of its common stock, par value $0.001 per share, at an offering price of $0.025 per share. As of December 27, 2007, the Company had received $26,000 in proceeds from the PPO. As of January 23, 2008, the Company had fully subscribed the PPO and raised $50,000 in proceeds with the issuance of 2,000,000 shares of its common stock. The Company also commenced an activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares of common stock on behalf of selling stockholders. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold. Cash and Cash Equivalents For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

F-7

BNH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007 Revenue Recognition The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. Loss per Common Share Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended March 31, 2008. Income Taxes The Company accounts for income taxes pursuant to SFAS No. 109, “ Accounting for Income Taxes” (“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company‟s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of March 31, 2008 and December 31, 2007, the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

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BNH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007 Deferred Offering Costs The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. Concentration of Risk As of March 31, 2008 and December 31, 2007, the Company maintained its cash account at one commercial bank. The balance in the account was subject to FDIC coverage. Common Stock Registration Expenses The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred. Lease Obligations All noncancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter. Estimates The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of March 31, 2008 and December 31, 2007, and expenses for the period ended March 31, 2008 and December 31, 2007, and cumulative from inception. Actual results could differ from those estimates made by management. Fiscal Year End The Company has adopted a fiscal year end of December 31. 2. Development Stage Activities and Going Concern

The Company is currently in the development stage, and has not commenced operations. The business plan of the Company is to establish the Company as a distributor of bio-plastic utensils.

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BNH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007 During the period ended March 31, 2008 and December 31, 2007, the Company began a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $50,000 through the issuance of 2,000,000 shares of its common stock, par value $0.001 per share, at an offering price of $0.025 per share. As of March 31, 2008, the Company had fully subscribed the PPO and raised $50,000 in proceeds with the issuance of 2,000,000 shares of its common stock. The Company also commenced an activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares of common stock on behalf of selling stockholders. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of March 31, 2008 and December 31, 2007, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company‟s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. 3. Loan from Stockholder As of March 31, 2008 and December 31, 2007, a loan from an individual who is a stockholder of the Company amounted to $250. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no terms for repayment. 4. Common Stock

On September 4, 2007, pursuant to the terms of a subscription agreement, the Company sold 250,000 shares of common stock to Mrs. Goldy Klein, Secretary, for cash payment of $250 (par value). The Company believes this issuance was deemed to be exempt under Regulation S of the Securities Act. On October 18, 2007, the Company issued 1,500,000 shares of common stock, valued at $1,500 to an officer of the Company for services rendered. On October 25, 2007, the Company issued 250,000 shares of common stock, valued at $250 to an officer of the Company for services rendered. On November 12, 2007, the Company issued 3,000,000 shares of common stock, valued at $3,000 to an officer of the Company for services rendered. In addition, On November 30, 2007, the Company began a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $50,000 through the issuance of 2,000,000 shares of its common stock, par value $0.001 per share, at an offering price of $0.025 per share. As of December 27, 2007, the Company had received $26,000 in proceeds from the PPO As of January 23, 2008, the Company had fully subscribed the PPO and raised $50,000 in proceeds with the issuance of 2,000,000 shares of its common stock.
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BNH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007

The Company also commenced an activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares of common stock on behalf of selling stockholders. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold. As of April 11, 2008, the Company continued with the preparation of its Registration Statement on Form S-1, and had not yet filed it with the SEC. 5. Income Taxes

The provision (benefit) for income taxes for the period ended March 31, 2008 and December 31, 2007, was as follows (assuming a 23% effective tax rate): 2008 Current Tax Provision: FederalTaxable income Total current tax provision Deferred Tax Provision: FederalLoss carryforwards Change in valuation allowance Total deferred tax provision 2007

$ $

— —

$ $

— —

$ $

2,369 $ (2,369 ) — $

5,934 (5,934 ) —

The Company had deferred income tax assets as of March 31, 2008 and December 31, 2007, as follows:

2008 Loss carryforwards Less - Valuation allowance Total net deferred tax assets $ $ 8,303 (8,303) — $ $

2007 5,934 (5,934) —

The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended March 31, 2008 and December 31, 2007 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. As of March 31, 2008, the Company had approximately $ 36,099 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire in the year 2028.

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BNH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007

6. Related Party Transactions

On September 4, 2007, pursuant to the terms of a subscription agreement, the Company sold 250,000 shares of common stock to Mrs. Goldy Klein, Secretary, for cash payment of $250 (par value). The Company believes this issuance was deemed to be exempt under Regulation S of the Securities Act. On October 18, 2007, the Company issued 1,500,000 shares of common stock, valued at $1,500 to an officer of the Company for services rendered. On October 25, 2007, the Company issued 250,000 shares of common stock, valued at $250 to an officer of the Company for services rendered. On November 12, 2007, the Company issued 3,000,000 shares of common stock, valued at $3,000 to an officer of the Company for services rendered. As described in Note 3, as of December 31, 2007, the Company owed $250 to an individual who is a stockholder of the Company. 7. Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “ Fair Value Measurements .” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurement, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. This statement does not require any new fair value measurements. However, for some entities, the application of the statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of this pronouncement to have a material impact on its financial statements. In September 2006, the FASB issued SFAS No. 158, “ Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106 and 132(R). ” This statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

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BNH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007 In February 2007, the FASB issued SFAS No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115 ,” which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. An entity would report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The decision about whether to elect the fair value option is applied instrument by instrument, with a few exceptions; the decision is irrevocable; and it is applied only to entire instruments and not to portions of instruments. SFAS No. 159 requires disclosures that facilitate comparisons (a) between entities that choose different measurement attributes for similar assets and liabilities and (b) between assets and liabilities in the financial statements of an entity that selects different measurement attributes for similar assets and liabilities. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year provided the entity also elects to apply the provisions of SFAS No. 157. Upon implementation, an entity shall report the effect of the first re-measurement to fair value as a cumulative-effect adjustment to the opening balance of retained earnings. Since the provisions of SFAS No. 159 are applied prospectively, any potential impact will depend on the instruments selected for fair value measurement at the time of implementation. The Company does not expect the adoption of this pronouncement to have a material impact on its financial statements. In December 2007, the FASB issued SFAS 141R, “ Business Combinations - Revised 2007 ,” which replaces FASB Statement No. 141, “ Business Combinations .” SFAS 141R establishes principles and requirements intending to improve the relevance, representational faithfulness, and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. This is accomplished through requiring the acquirer to recognize assets acquired and liabilities assumed arising from contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. This includes contractual contingencies only if it is more likely than not that they meet the definition of an asset or a liability in FASB Concepts Statement No. 6, “ Elements of Financial Statements - a replacement of FASB Concepts Statement No. 3. ” This statement also requires the acquirer to recognize goodwill as of the acquisition date, measured as a residual. However, this statement improves the way in which an acquirer‟s obligations to make payments conditioned on the outcome of future events are recognized and measured, which in turn improves the measure of goodwill. This statement also defines a bargain purchase as a business combination in which the total acquisition-date fair value of the consideration transferred plus any noncontrolling interest in the acquiree, and it requires the acquirer to recognize that excess in earnings as a gain attributable to the acquirer. This therefore improves the representational faithfulness and completeness of the information provided about both the acquirer‟s earnings during the period in which it makes a bargain purchase and the measures of the assets acquired in the bargain purchase. The Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

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BNH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 AND DECEMBER 31, 2007 In December 2007, the FASB issued SFAS No. 160, “ Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51, ” which establishes accounting and reporting standards to improve the relevance, comparability, and transparency of financial information in its consolidated financial statements. This is accomplished by requiring all entities, except not-for-profit organizations, that prepare consolidated financial statements to (a) clearly identify, label, and present ownership interests in subsidiaries held by parties other than the parent in the consolidated statement of financial position within equity, but separate from the parent‟s equity, (b) clearly identify and present both the parent‟s and the noncontrolling interest‟s attributable consolidated net income on the face of the consolidated statement of income, (c) consistently account for changes in parent‟s ownership interest while the parent retains it controlling financial interest in subsidiary and for all transactions that are economically similar to be accounted for similarly, (d) measure any gain, loss or retained noncontrolling equity at fair value after a subsidiary is deconsolidated, and (e) provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This Statement also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years, and interim periods on or after December 15, 2008. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the Company; none shall be borne by any selling security holders.

Name of Expense Securities and Exchange Commission registration fee Legal, accounting fees and expenses (1) Total (1) (1) Estimated.

Amount $4.60 $19,000 $19,005

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS Our officers and Directors are indemnified as provided by the Nevada Revised Statutes and our Articles of Incorporation. Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors' immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct. Our Articles of Incorporation provide that we will indemnify our Directors and officers to the fullest extent permitted by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the bylaws. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable .

36

RECENT SALES OF UNREGISTERED SECURITIES Set forth below are the shares of all securities of the Company sold by the Company within the last three years which were not registered under the Securities Act. On September 4, 2007, we issued 250,000 shares of our common stock to Goldy Klein our previous President, Treasurer, Secretary and a Director of the Company. The purchase price paid for such shares was equal to their par value, $0.001 per share, and amounted in the aggregate to $250. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mrs. Goldy Klein was our founding officer and Director and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. On October 18, 2007, we issued 1,500,000 shares of our common stock to Mrs. Danielle Mimouni, a Director and the current Secretary of the Company. The shares were issued in exchange for services rendered in the amount of $1,500. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mrs. Danielle Mimouni is a Director and officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. On October 25, 2007, we issued 250,000 shares of our common stock to Mrs. Redkina, a former Director of the Company. The shares were issued in exchange for services rendered in the amount of $250. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. On November 12, 2007, we issued 3,000,000 shares of our common stock to Nehemya Hesin, the President, Treasurer and a Director of the Company. The shares were issued in exchange for services rendered in the amount of $1,500. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Nehemya Hesin is a Director and officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. From November 2007 through January 2008, we issued 2,000,000 shares of common stock to 41 investors in a fully subscribed private placement made pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation S. The consideration paid for such shares was $0.025 per share, amounting in the aggregate to $50,000. Each purchaser represented to us that such purchaser was not a United States person (as defined in Regulation S) and was not acquiring the shares for the account or benefit of a United States person. Each purchaser further represented that at the time of the origination of contact concerning the subscription for the units and the date of the execution and delivery of the subscription agreement for such units, such purchaser was outside of the United States. We did not make any offers in the United States, and there were no selling efforts in the United States. There were no underwriters or broker-dealers involved in the private placement and no underwriting discounts or commissions were paid. All of the aforementioned issuances were made in reliance upon the exemption provided in Section 4(2) of the Securities Act, Regulation S and Regulation D promulgated under the Securities Act. No form of general solicitation or general advertising was conducted in connection with each of these sales.

37

EXHIBITS The following exhibits are filed as part of this registration statement: Exhibit 3.1 3.2 4.1 5.1 10.1 23.1 23.2 Description Articles of Incorporation of Registrant By-Laws of Registrant Stock Specimen Opinion of SRK Law Offices regarding the legality of the securities being registered Form of Regulation S Subscription Agreement Consent of Alan Weinberg Consent of SRK Law Offices (included in Exhibit 5.1)

38

UNDERTAKINGS The undersigned registrant hereby undertakes to: (a)(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (4) For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
39

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (c) That, for the purpose of determining liability under the Securities Act to any purchaser: Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
40

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form S-1 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jerusalem, Israel, on April 16, 2008. BNH INC. By: Nehemya Hesin Name: Nehemya Hesin Title: President, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) By: Danielle Mimouni Name: Danielle Mimouni Title: Secretary and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nehemya Hesin and Danielle Mimouni , his or her true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Date: April 16, 2008 April 16, 2008 Signature: /s/ Nehemya Hesin /s/ Danielle Mimouni
41

Name: Nehemya Hesin Danielle Mimouni

Title: President, Treasurer and Director Secretary and Director

BY-LAWS OF BNH INC. (the “Corporation”) *********** ARTICLE I Offices The Corporation may have offices at such other places, both within and without the State of Nevada, as the Board of Directors may determine and designate from time to time or the business of the Corporation requires. ARTICLE II Books The books and records of the Corporation may be kept (except as otherwise provided by the laws of the State of Nevada) outside of the State of Nevada and at such place or places as may be designated by the Board of Directors. ARTICLE III Stockholders Section 1. Place of Meetings, etc. Except as otherwise provided in these Bylaws, all meetings of the stockholders shall be held at such dates, times and places, within or without the State of Nevada, as shall be determined by the Board of Directors or the President of the Corporation and as shall be stated in the notice of the meeting or in waivers of notice thereof. If the place of any meeting is not so fixed, it shall be held at the registered office of the Corporation in the State of Nevada. Section 2. Annual Meetings . The Annual Meeting of stockholders of the Corporation for the election of Directors and the transaction of such other business as may properly come before said meeting shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Nevada as may be designated by the Board of Directors and stated in the notice of the meeting, on a date not later than 120 days following the close of the fiscal year of the Corporation as designated by the Board of Directors. Section 3. Special Meetings . Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Nevada for purposes as to which there are special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the President, or by the holders of a majority of the outstanding shares of capital stock of the Corporation the holders of which are entitled to vote on matters that are to be voted on at such meeting. Any such Special Meetings of stockholders may be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Nevada, as may be specified in the notice thereof. Business transacted at any Special Meeting of stockholders of the Corporation shall be limited to the purposes stated in the notice thereof. The notice shall state the date, time, place and purpose or purposes of the proposed meeting. Section 4. Notice of Meetings . Except as otherwise required or permitted by law, whenever the stockholders of the Corporation are required or permitted to take any action at a meeting, written notice thereof shall be given, stating the place, date and time of the meeting and, unless it is the annual meeting, by or at whose direction it is being issued. The notice also shall designate the place where the stockholders‟ list is available for examination, unless the list is kept at the place where the meeting is to be held. Notice of a Special Meeting also shall state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be delivered personally or shall be mailed, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, the notice shall be given when deposited in the United States mail, postage prepaid and shall be directed to each stockholder at his or her address as it appears on the record of stockholders, unless he or she shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, in which case it shall be directed to him or her at the other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend the meeting, except for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened, or who shall submit, either before or after the meeting, a signed waiver of notice. Unless the Board of Directors, after the adjournment of such meeting, shall fix a new record date for an adjourned meeting or unless the adjournment is for more than thirty (30) days, notice of an adjourned meeting need not be given if the place, date and time to which the meeting shall be adjourned is announced at the meeting at which the adjournment is taken.

Section 5. List of Stockholders . The officer of the Corporation who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place specified in the notice of the meeting or at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder present at the meeting. Section 6. Quorum . Except as otherwise expressly provided by the laws of the State of Nevada, or by the Articles of Incorporation of the Corporation, or by these Bylaws, at any and all meetings of the stockholders of the Corporation there must be present, either in person or by proxy, stockholders owning a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at said meeting. At any meeting of stockholders at which a quorum is not present, the holders of, or proxies for, a majority of the stock which is represented at such meeting, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 7. Organization . The President shall call to order meetings of the stockholders and shall act as Chairman of such meetings. The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as Chairman at any meeting in the absence of the President. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting. Section 8. Voting . Except as otherwise provided by the Article of Incorporation of the Corporation or these Bylaws, at any meeting of the stockholders each stockholder of record of the Corporation having the right to vote thereat shall be entitled to one (1) vote for each share of stock outstanding in his or her name on the books of the Corporation as of the record date and entitling him or her to so vote. A stockholder may vote in person or by proxy. Except as otherwise provided by the law of the State of Nevada or by the Article of Incorporation of the Corporation, any corporate action to be taken by a vote of the stockholders, other than the election of directors, shall be authorized by not less than a majority of the votes cast at a meeting by the stockholders present in person or by proxy and entitled to vote thereon. Directors shall be elected as provided in Section 1 of Article IV of these Bylaws. Written ballots shall not be required for voting on any matter unless ordered by the Chairman of the meeting. Section 9. Proxies . Every proxy shall be executed in writing by the stockholder or by his or her attorney-in-fact. Section 10. Consent of Stockholders in Lieu of Meeting . Unless otherwise provided in the Articles of Incorporation of the Corporation, whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the laws of the state of Nevada or of the Articles of Incorporation, such corporate action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed, in person or by proxy, by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted in person or by proxy. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing, but who were entitled to vote on the matter.

ARTICLE IV Directors Section 1. Number, Election and Term of Office . The business and affairs of the Corporation shall be managed by the Board of Directors. The number of Directors which shall constitute the whole Board shall be not less than one (1) and not more than nine (9). Within such limits, the number of Directors may be fixed from time to time by vote of the stockholders or of the Board of Directors, at any regular or special meeting, subject to the provisions of the Articles of Incorporation. The initial board shall consist of one (1) Director. Directors need not be stockholders. Directors shall be elected at the Annual Meeting of the stockholders of the Corporation, except as provided in Section 2 of this Article IV, to serve until their respective successors are duly elected and qualified. When used in these Bylaws, the phrase "entire Board" means the total number of directors which the Corporation would have if there were no vacancies. Section 2. Vacancies and Newly Created Directorships . Except as hereinafter provided, any vacancy in the office of a Director occurring for any reason other than the removal of a Director pursuant to Section 3 of this Article, and any newly created Directorship resulting from any increase in the authorized number of Directors, may be filled by a majority of the Directors then in office. In the event that any vacancy in the office of a Director occurs as a result of the removal of a Director pursuant to Section 3 of this Article, or in the event that vacancies occur contemporaneously in the offices of all of the Directors, such vacancy or vacancies shall be filled by the stockholders of the Corporation at a meeting of stockholders called for that purpose. Directors chosen or elected as aforesaid shall hold office until their respective successors are duly elected and qualified. Section 3. Removals . At any meeting of stockholders of the Corporation called for that purpose, the holders of a majority of the shares of capital stock of the Corporation entitled to vote at such meeting may remove from office any or all of the Directors, with or without cause. Section 4. Resignations . Any director may resign at any time by giving written notice of his or her resignation to the Corporation. A resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective. Section 5. Place of Meetings . Except as otherwise provided in these Bylaws, all meetings of the Board of Directors shall be held at the principal business office of the Corporation or at such other place, within or without the State of Nevada, as the Board determines from time to time. Section 6. Annual Meetings . The annual meeting of the Board of Directors shall be held either (a) without notice immediately after the annual meeting of stockholders and in the same place, or (b) as soon as practicable after the annual meeting of stockholders on such date and at such time and place as the Board determines. Section 7. Regular Meetings . Regular meetings of the Board of Directors shall be held on such dates and at the principal business office of the Corporation or at such other place, either within or without the State of Nevada, as the Board determines. Notice of regular meetings need not be given, except as otherwise required by law.

Section 8. Special Meetings . Special meetings of the Board of Directors may be called by the President or any two Directors on notice given to each Director, and such meetings shall be held at the principal business office of the Corporation or at such other place, either within or without the State of Nevada, as shall be specified in the notices thereof. The request shall state the date, time, place and purpose or purposes of the proposed meeting. Section 9. Notice of Meetings . Notice of each special meeting of the Board of Directors (and of each annual meeting held pursuant to subdivision (b) of Section 6 of this Article IV) shall be given, not later than 24 hours before the meeting is scheduled to commence, by the President or the Secretary and shall state the place, date and time of the meeting. Notice of each meeting may be delivered to a Director by hand or given to a director orally (whether by telephone or in person) or mailed or telegraphed to a Director at his or her residence or usual place of business, provided, however, that if notice of less than 72 hours is given it may not be mailed. If mailed, the notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, and if telegraphed, the notice shall be deemed to have been given when the contents of the telegram are transmitted to the telegraph service with instructions that the telegram immediately be dispatched. Notice of any meeting need not be given to any Director who shall submit, either before or after the meeting, a signed waiver of notice or who shall attend the meeting, except if such Director shall attend for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned meeting, including the place, date and time of the new meeting, shall be given to all Directors not present at the time of the adjournment, as well as to the other Directors unless the place, date and time of the new meeting is announced at the adjourned meeting. Section 10. Quorum . Except as otherwise provided by the laws of the State of Nevada or in these Bylaws, at all meetings of the Board of Directors of the Corporation a majority of the entire Board shall constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another place, date and time. Section 11. Conduct of Meetings . At each meeting of the Board of Directors of the Corporation, the President or, in his or her absence, a Director chosen by a majority of the Directors present shall act as Chairman of the meeting. The Secretary or, in his or her absence, any person appointed by the Chairman of the meeting shall act as Secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the Board shall be as determined by the Chairman of the meeting. Section 12. Committees of the Board . The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate an executive committee and other committees, each consisting of one (1) or more Directors. Each committee (including the members thereof) shall serve at the pleasure of the Board of Directors and shall keep minutes of its meetings and report the same to the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee. Alternate members may replace any absent or disqualified member or members at any meeting of a committee. In addition, in the absence or disqualification of a member of a committee, if no alternate member has been designated by the Board of Directors, the members present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Except as limited by the laws of the State of Nevada, each committee, to the extent provided in the resolution establishing it, shall have and may exercise all the powers and authority of the Board of Directors with respect to all matters. Section 13. Operation of Committees . A majority of all the members of a committee shall constitute a quorum for the transaction of business, and the vote of a majority of all the members of a committee present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall adopt whatever other rules of procedure it determines for the conduct of its activities. Section 14. Consent to Action . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 15. Meetings Held Other Than in Person . Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or any committee may participate in a meeting of the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting. Section 16. Compensation of Directors . Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for the attendance at each regular or special meeting of the Board; however nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. ARTICLE V Officers Section 1. Number, Election and Term of Office . The officers of the Corporation shall be a President, a Treasurer, and a Secretary, and may at the discretion of the Board of Directors include a Chief Executive Officer, a Chief Financial Officer, Chairman of the Board and one or more Vice Presidents, Director of Corporate Development, General Managers, Assistant Treasurers and Assistant Secretaries. The officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the Annual Meeting of the stockholders, and shall hold their respective offices until their successors are duly elected and qualified. Any two (2) or more offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interests of the Corporation may require and may fix their duties and terms of office. Any officer may devote less than one hundred percent (100%) of his or her working time to his or her activities as such. Section 2. The President . The President shall be the chief executive and operating officer of the Corporation, and shall preside at all meetings of the stockholders and of the Board of Directors. The President shall have general and active management of the business and affairs of the Corporation, subject to the control of the Board, shall see that all orders and resolutions of the Board are effectuated, and shall have such other powers and duties as the Board assigns to him. He shall ensure that the books, reports, statements, certificates and other records of the Corporation are kept, made or filed in accordance with the laws of the State of Nevada. He shall cause to be called regular and special meetings of the stockholders and of the Board of Directors in accordance with these Bylaws. He may sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or where required by law to be otherwise signed, executed or delivered. He may sign, jointly with the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer, certificates of stock of the Corporation. He shall appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees and clerks of the Corporation other than the duly elected or appointed officers, subject to the approval of the Board of Directors. In addition to the powers and duties expressly conferred upon him by these Bylaws, he shall, except as otherwise specifically provided by the laws of the State of Nevada, have such other powers and duties as shall from time to time be assigned to him by the Board of Directors. Section 3. The Vice President . There may be such Vice Presidents as the Board of Directors shall determine from time to time, with duties determined by the Board of Directors. If there is only one Vice President appointed by the Board, he shall perform, in the absence or disability of the President, the duties and exercise the powers of the President and shall have such other powers and duties as the Board or the President assigns to him.

Section 4. The Secretary . The Secretary may sign all certificates of stock of the Corporation jointly with the President. He shall record all the proceedings of the meetings of the stockholders and the Board of Directors of the Corporation in the books to be kept for that purpose. He shall have safe custody of the seal of the Corporation and, when authorized by the Board, he shall affix the same to any corporate instrument, and when so affixed he may attest the same by his signature. He shall keep the transfer books, in which all transfers of the capital stock of the Corporation shall be registered, and the stock books, which shall contain the names and addresses of all holders of the capital stock of the Corporation and the number of shares held by each. He shall keep the stock and transfer books available during business hours for inspection by any stockholder and for the transfer of stock. He shall notify the Directors and stockholders of the respective meetings as required by law or by these Bylaws of the Corporation. He shall have and perform such other powers and duties as may be required by law or the Bylaws of the Corporation, or which the Board or the President may assign to him from time to time. Section 5. Assistant Secretaries . The Assistant Secretaries shall, during the absence or incapacity of the Secretary, assume and perform all functions and duties which the Secretary might lawfully do if present and not under any incapacity. Section 6. The Treasurer . Subject to the control of the Board, the Treasurer shall have the care and custody of the corporate funds and the books relating thereto. He shall perform all other duties incident to the office of Treasurer. He shall have such other powers and duties as the Board or the President assigns to him from time to time. He shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, and shall render to the President or the Directors, whenever they may require it, an account of all his transactions as Treasurer and an account of the business and financial position of the Corporation. The Treasurer shall be the “Treasurer” for purposes of the laws of the State of Nevada. Section 7. Assistant Treasurers . The Assistant Treasurers shall, during the absence or incapacity of the Treasurer, assume and perform all functions and duties which the Treasurer might lawfully do if present and not under any incapacity. Section 8. Transfer of Duties . The Board of Directors may transfer the power and duties, in whole or in part, of any officer to any other officer, or other persons, notwithstanding the provisions of these Bylaws, except as otherwise provided by the laws of the State of Nevada. Section 9. Removals . Subject to his or her earlier death, resignation or removal as hereinafter provided, each officer shall hold his or her office until his or her successor shall have been duly elected and shall have qualified. Any officer or agent of the Corporation may be removed from office at any time, with or without cause, by the affirmative vote of a majority of the entire Board, at a meeting of the Board of Directors called for that purpose. Section 10. Resignations . Any officer or agent of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective. Section 11. Vacancies . If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board of Directors shall choose a successor to hold such office for the unexpired term. If any other officer or agent becomes vacant for any reason, the Board of Directors may fill the vacancy, and each officer so elected shall serve for the remainder of his or her predecessor's term. Section 12. Compensation of Officers . The officers shall receive such salary or compensation as may be determined by the Board of Directors.

ARTICLE V Contracts, Checks and Notes Section 1. Contracts . Unless the Board of Directors shall otherwise specifically direct, all contracts of the Corporation shall be executed in the name of the Corporation by the President, Vice President or chief executive officer of the Corporation. Section 2. Checks and Notes . All negotiable instruments of the Corporation shall be signed by such officers or agents of the Corporation as may be designated by the Board of Directors. ARTICLE VI Provisions Relating to Stock Certificates and Stockholders Section 1. Certificates of Stock . Certificates for the Corporation's capital stock shall be in such form as required by law and as approved by the Board. Each certificate shall be signed in the name of the Corporation by the President or any Vice President and by the Secretary, the Treasurer or any Assistant Secretary or any Assistant Treasurer and shall bear the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation or its employees, the signature of any officer of the Corporation may be a facsimile signature. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature was placed on any certificate shall have ceased to be such officer, transfer agent or registrar before the certificate shall be issued, it may nevertheless be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. Section 2. Lost Certificates, etc . The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board may require the owner of the lost, mutilated, stolen or destroyed certificate, or his legal representatives, to make an affidavit of that fact and to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of the certificate or the issuance of a new certificate. Section 3. Transfer of Stock . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 4. Record Date . For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or for the purpose of any other action, the Board may fix in advance, a record date, which shall be not more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action. Section 5. Registered Stockholders . The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares by any other person, whether or not it shall have notice thereof, except as expressly provided by the laws of the State of Nevada.

ARTICLE VII General Provisions Section 1. Dividends . To the extent permitted by law, the Board shall have full power and discretion, subject to the provisions of the Articles of Incorporation of the Corporation and the terms of any other corporate document or instrument binding upon the Corporation, to determine what, if any, dividends or distributions shall be declared and paid or made. Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors think conducive to the interests of the Corporation. The Directors may modify or abolish any such reserve in the manner in which it was created. Section 2. Seal . The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Nevada.” Section 3. Fiscal Year . The fiscal year of the Corporation shall be end on December 31. Section 4. Voting Shares in Other Corporations . Unless otherwise directed by the Board, shares in other corporations which are held by the Corporation shall be represented and voted only by the President or by a proxy or proxies appointed by him or her. Section 5. Indemnification . (a) The Corporation shall indemnify any person who was, or is threatened to be made, a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director, officer, employee or agent of the Corporation, or (ii) while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or similar functionary of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted under the Revised Statutes of the State of Nevada, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article VII is in effect. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise. (b) As used herein, the term "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding. (c) A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (ii) for the payment of distributions in violation of the Revised Statutes of the State of Nevada. Any repeal or amendment of this Article VII by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation arising from an act or omission occurring prior to the time of such repeal or amendment. In addition to the circumstances in which a director or officer of the Corporation is not personally liable as set forth in the foregoing provisions of this Article VII, a director or officer shall not be liable to the Corporation or its stockholders to such further extent as permitted by any law hereafter enacted, including, without limitation, any subsequent amendment to the Revised Statutes of the State of Nevada.

ARTICLE VIII Amendments These Bylaws may be adopted, altered, amended or repealed or new Bylaws may be adopted by the stockholders, or by the Board of Directors by the Articles or Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Articles of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: Custodian (Cust.) (Minor) Under Uniform Gifts to Minors Act (State)

TEN COM TEN ENT JT TEN

-as tenants in common -as tenants by the entireties - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -

Additional abbreviations may also be used though not in the above list.

For value received, _________________ hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

__________________________________________________ Shares

of _____________ Common Stock, represented by the within Certificate, and do hereby irrevocably constitute and appoint _________________________________ Attorney, to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises . Dated _________________ 20_________
In presence of ___________________________ THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ ACT ”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS SUCH REGISTRATION IS NOT REQUIRED. NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OF ENLARGEMENT OR ANY CHANGE WHATSOEVER

April 16, 2008 VIA ELECTRONIC TRANSMISSION BNH Inc. c/o Nehemya Hesin 29 Rashbi St. Apt # 19 Modiin Illit, Israel, 71919 RE: BNH Inc.; Form S-1 Registration Statement Ladies and Gentlemen: We refer to the above-captioned registration statement on Form S-1 ("Registration Statement") under the Securities Act of 1933, as amended ("Act"), filed by BNH Inc., a Nevada corporation ("Company"), with the Securities and Exchange Commission. The Registration Statement relates to the offer and sale by the selling stockholders named therein of up to 2,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company. We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such documents. Based on our examination mentioned above, we are of the opinion that the Common Stock outstanding on the date hereof registered for resale by the selling stockholders of the Company are validly issued, fully paid and non-assessable. that are being

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission. /s/ SRK Law Offices

BNH, INC. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION SECTION 1 . 1.1 Subscription .

(a) The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase _______________ shares (the “Shares”) of the common stock (the “Common Stock”) of BNH Inc., a Nevada corporation (the "Company"), in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The undersigned understands that the Shares are being sold in connection with an offering by the Company of an aggregate of up to 2,000,000 shares of Common Stock for total proceeds of up to $50,000. 1.2 Purchase of Shares .

The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Shares shall be __________________ dollars ($__________) or $0.025 per Share. The Company shall deliver the Shares to the undersigned promptly after the acceptance of this Subscription Agreement by the Company. 1.3 Acceptance or Rejection .

(a) The undersigned understands and agrees that the Company reserves the right to reject this subscription for the Shares if, in its reasonable judgment, it deems such action in the best interest of the Company, at any time prior to the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's subscription. (b) The undersigned understands and agrees that its subscription for the Shares is irrevocable.

(c) In the event the sale of the Shares subscribed for by the undersigned is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between the undersigned and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or cause to be returned to the undersigned the purchase price remitted to the Company by the undersigned, without interest thereon or deduction therefrom, in exchange for the Shares.

SECTION 2 . 2.1 Closing. The closing (the "Closing") of the purchase and sale of the Shares, shall occur simultaneously with the acceptance by the Company of the undersigned's subscription, as evidenced by the Company's execution of this Subscription Agreement. SECTION 3 . 3.1 Investor Representations and Warranties . The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) Investment Purposes . The undersigned is acquiring the Shares for the undersigned‟s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Shares or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares for which the undersigned is subscribing or any part of the Shares. (b) Authority . The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (c) No General Solicitation . The undersigned is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investment securities generally. (d) No Obligation to Register Shares . The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (e) Investment Experience . The undersigned is (i) experienced in making investments of the kind described in this Agreement, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and (iii) able to afford the entire loss of its investment in the Shares. (f) Exemption from Registration . The undersigned acknowledges the undersigned‟s understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company and its affiliates as follows: (1) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;

(2) The undersigned has the financial ability to bear the economic risk of the undersigned‟s investment, has adequate means for providing for the undersigned‟s current needs and personal contingencies and has no need for liquidity with respect to the undersigned‟s investment in the Company; and (3) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares. The undersigned also represents it has not been organized for the purpose of acquiring the Shares; and (4) The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (g) Economic Considerations . The undersigned is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The undersigned has relied solely on its own advisors. (h) No Other Company Representations . No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Shares the undersigned is not relying upon any representations other than those contained herein. (i) Compliance with Laws . Any resale of the Shares during the „distribution compliance period‟ as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The Investor will not offer to sell or sell the Shares in any jurisdiction unless the Investor obtains all required consents, if any.

(j) Regulation S Exemption . The undersigned understands that the Shares are being offered and sold to him in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Shares. In this regard, the undersigned represents, warrants and agrees that: (1) The undersigned is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person. A U.S. Person means any one of the following: (A) (B) (C) (D) (E) any natural person resident in the United States of America; any partnership or corporation organized or incorporated under the laws of the United States of America; any estate of which any executor or administrator is a U.S. person; any trust of which any trustee is a U.S. person; any agency or branch of a foreign entity located in the United States of America;

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and (H) any partnership or corporation if:

(i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts. (2) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the undersigned was outside of the United States. (3) The undersigned will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.

(4) The undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws. (5) The undersigned was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap. (6) Neither the undersigned nor or any person acting on the undersigned‟s behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Shares and the Investor and any person acting on the undersigned‟s behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act. (7) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. (8) Neither the undersigned nor any person acting on the undersigned‟s behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The undersigned agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws. (9) Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: (A) “THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” (B) “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

(10) The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Shares set forth in this Section 2. (k) Accredited Investor . The undersigned is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3). (l) Potential Loss of Investment; Risk Factors . The undersigned understands that an investment in the Shares is a speculative investment which involves a high degree of risk and the potential loss of the undersigned‟s entire investment. The undersigned understands that the following factors, among others, could cause the loss of any or all of the undersigned‟s investment. (1) The Company is a development stage company with no operating history for the undersigned to evaluate its business. The Company was incorporated in the State of Nevada in September 2007, and as a result is only in the very early stages of development. Because the Company has no operating history, it is difficult to evaluate its business and future prospects. The undersigned has also considered the uncertainties and difficulties frequently encountered by companies, such as the Company, in their early stages of development. The Company‟s revenue and income potential is unproven and its business model is still emerging. If its business model does not prove to be profitable, the undersigned may lose all of the undersigned‟s investment. (2) The Company currently does not have enough working capital to satisfy its capital needs. The Company is dependent upon its management team to fund its ongoing operations, and cannot be certain that future financing will be available to it on acceptable terms when it needs it. The Company can give no assurances that it will be able to sell any portion of this offering or that management will continue to fund its ongoing operations. This, along with the possibility of other factors and circumstances the Company cannot predict, may require it to seek additional financing faster than anticipated. If the Company is unable to obtain financing to meet its needs, the undersigned may lose of the undersigned‟s investment. (3) The Company‟s officers and directors will only devote a limited amount of time to the Company. Their divided interests may hinder the Company's ability to generate revenue. This could result in missed business opportunities and worse-than-expected operating results. The undersigned may lose the undersigned‟s entire investment. (4) Management has never operated in the industry in which it intends to operate. This lack of experience may result in the Company‟s needing to employ outside experts that have such experience. The additional cost could result in a net operating loss and, ultimately, could result in the Company's failure. Management's inexperience may limit the Company‟s ability to generate revenues. The Company may never achieve successful operations, and the undersigned may lose the undersigned‟s entire investment.

(m) Investment Commitment . The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (n) Receipt of Information . The undersigned has received all documents, records, books and other information pertaining to the undersigned‟s investment in the Company that has been requested by the undersigned. (o) Investor Questionnaire . The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously provided to the Company (the “Investor Questionnaire”), is correct and complete as of the date hereof. (p) No Reliance . Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned‟s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that the undersigned‟s or its investment in the Shares is suitable and appropriate for the undersigned. (q) No Governmental Review . The undersigned is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Shares or the Company, or (iii) guaranteed or insured any investment in the Shares or any investment made by the Company. (r) Price of Shares . The undersigned understands that the price of the Shares offered hereby bear no relation to the assets, book value or net worth of the Company and were determined arbitrarily by the Company. The undersigned further understands that there is a substantial risk of further dilution on the undersigned‟s or its investment in the Company. SECTION 4 . 4.1 Company‟s Representations and Warranties . The Company represents and warrants to the undersigned as follows:

(a) Organization of the Company . The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada. (b) Authority . (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Shares; (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required; and (iii) this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

(c) Exemption from Registration; Valid Issuances . The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company, or (ii) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall not subject the undersigned to personal liability by reason of the ownership thereof. (d) No General Solicitation or Advertising in Regard to this Transaction . Neither the Company nor any of its affiliates nor any person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to any of the Shares, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Common Stock under the Securities Act. SECTION 5. 5.1 Indemnity . The undersigned agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction. Modification . Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

5.2

5.3

Notices . Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address. Counterparts . This Agreement may be executed through the use of separate signature pages or in any number of counterparts and by facsimile, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Signatures may be facsimiles. Binding Effect . Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and such person‟s heirs, executors, administrators and successors. Entire Agreement . This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein. Assignability . This Agreement is not transferable or assignable by the undersigned. Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles. Pronouns . The use herein of the masculine pronouns "him" or "his" or similar terms shall be deemed to include the feminine and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well. Further Assurances . Upon request from time to time, the undersigned shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of the Company or its counsel, to effect the subscription for the Shares in accordance herewith.

5.4

5.5

5.6

5.7 5.8

5.9

5.10

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the Amount of Investment: $_____________________ INDIVIDUAL INVESTOR: ______________________ Name:

day of ________________, 2007.

PARTNERSHIP, CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER INVESTOR ______________________________ (Name of Entity)

By: __________________ Name: Title: Address: Taxpayer Identification Number:_____________

BNH, INC.

INVESTOR QUESTIONNAIRE A. 1. General Information Print Full Name of Investor: Individual: ______________________________ First, Middle, Last Partnership, Corporation, Trust, Custodial Account, Other: ____________________________________________________________ ____________________________________________________________ Name of Entity 2. Address for Notices: ____________________________________________________________ ____________________________________________________________ ____________________________________________________________ ____________________________________________________________ ____________________________________________________________ 3. Name of Primary Contact Person: Title: ____________________________________________________________ ____________________________________________________________ 4. 5. 6. Telephone Number: Facsimile Number: Permanent Address: (if different from Address for Notices above ____________________________________________________________ ____________________________________________________________

____________________________________________________________ ____________________________________________________________

7.

Authorized Signatory: Title: Telephone Number: Facsimile Number:

____________________________________________________________ ____________________________________________________________ ____________________________________________________________ ____________________________________________________________

B.

Accredited Investor Status

The Investor represents and warrants that the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and has checked the box or boxes below which are next to the categories under which the Investor qualifies as an accredited investor: FOR INDIVIDUALS:  A natural person with individual net worth (or joint net worth with spouse) in excess of $1 million. For purposes of this item, “net worth” means the excess of total assets at fair market value, including home, home furnishings and automobiles (and including property owned by a spouse), over total liabilities. A natural person with individual income (without including any income of the Investor‟s spouse) in excess of $200,000, or joint income with spouse of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year.



FOR ENTITIES:  A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. An insurance company as defined in Section 2(13) of the Securities Act. A broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. An investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). If an Investor has checked this box, please contact Steve Kronengold. at (718) 360-5351 for additional information that will be required. A business development company as defined in Section 2(a)(48) of the Investment Company Act. A small business investment company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

  







A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. If an Investor has checked this box, please contact Steve Kronengold at (718) 360-5351 for additional information that will be required. An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5 million. A trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a person with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and the purchase of the Shares. An employee benefit plan within the meaning of ERISA if the decision to invest in the Shares is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if the plan has total assets in excess of $5 million. An entity, including a grantor trust, in which all of the equity owners are accredited investors as determined under any of the foregoing paragraphs (for this purpose, a beneficiary of a trust is not an equity owner, but the grantor of a grantor trust is an equity owner).











C.

Supplemental Data for Entities

1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares?  Yes  No

If the answer to the above question is “Yes,” please contact Steve Kronengold at (718) 360-5351 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor‟s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)?  Yes  No

If the answer to the above question is “Yes,” please contact Steve Kronengold at (718) 360-5351 for additional information that will be required. 4 (a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “ Non-ERISA Plans ”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

 Yes

 No

4 (b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA.  Yes  No

4 (c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor‟s assets the purchase of the Shares is subject to ERISA. ___________%. 5. Does the amount of the Investor‟s subscription for the Shares in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor?  Yes  No

If the question above was answered “Yes,” please contact Steve Kronengold at (718) 360-5351 for additional information that will be required. 6 (a). Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof?  Yes 6 (b). If the question above was answered “Yes,” was the Investor formed prior to April 30, 1996?  Yes  No  No

If the questions set forth in (a) and (b) above were both answered “Yes,” please contact Steve Kronengold at (718) 360-5351 for additional information that will be required. 7(a). Is the Investor a grantor trust, a partnership or an S-Corporation for US federal income tax purposes?  Yes  No

7(b).

If the question above was answered “Yes,” please indicate whether or not:

(i) more than 50 percent of the value of the ownership interest of any beneficial owner in the Investor is (or may at any time during the term of the Company be) attributable to the Investor‟s (direct or indirect) interest in the Company; or  Yes  No

(ii) it is a principal purpose of the Investor‟s participation in the Company to permit the Partnership to satisfy the 100 partner limitation contained in US Treasury Regulation Section 1.7704-1(h)(3).  Yes  No

If either question above was answered “Yes,” please contact Steve Kronengold at (718) 360-5351 for additional information that will be required. 8. If the Investor‟s tax year ends on a date other than December 31, please indicate such date below: __________________________________________________ (Date) D. Related Parties

1. To the best of the Investor‟s knowledge, does the Investor control, or is the Investor controlled by or under common control with, any other investor in the Company?  Yes If the answer above was answered “Yes”, please identify such related investor(s) below. Name(s) of related ivestor(s): __________________________________________________________________________________ ___________________________________________________________________________________________________________________ _______ ___________________________________________________________________________________________________________________ _______ 2. Will any other person or persons have a beneficial interest in the Shares to be acquired hereunder (other than as a shareholder, partner, or other beneficial owner of equity interest in the Investor)?  Yes  No  No

If either question above was answered “Yes”, please contact Steve Kronengold at (718) 360-5351 for additional information that will be required. The Investor understands that the foregoing information will be relied upon by the Company for the purpose of determining the eligibility of the Investor to purchase the Shares. The Investor agrees to notify the Company immediately if any representation or warranty contained in this Subscription Agreement, including this Investor Questionnaire, becomes untrue at any time. The Investor agrees to provide, if requested, any additional information that may reasonably be required to substantiate the Investor‟s status as an accredited investor or to otherwise determine the eligibility of the Investor to purchase the Shares. The Investor agrees to indemnify and hold harmless the Company and each officer, director, shareholder, agent and representative of the Company and their respective affiliates and successors and assigns from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained herein. INDIVIDUAL: _________________________________________________ (Signature) _________________________________________________ (Print Name) PARTNERSHIP, CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER: _________________________________________________ (Name of Entity) By: ___________________________________________ (Signature) _________________________________________________ (Print Name and Title)

Annex 1 DEFINITION OF “INVESTMENTS” The term “investments” means: (1) Securities, other than securities of an issuer that controls, is controlled by, or is under common control with, the Investor that owns such securities, unless the issuer of such securities is: (i) An investment company or a company that would be an investment company but for the exclusions or exemptions provided by the Investment Company Act, or a commodity pool; or (ii) a Public Company (as defined below);

(iii) A company with shareholders‟ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company‟s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the Investor acquires Shares; (2) (3) (4) (5) Real estate held for investment purposes; Commodity Shares (as defined below) held for investment purposes; Physical Commodities (as defined below) held for investment purposes; To the extent not securities, Financial Contracts (as defined below) entered into for investment purposes;

(6) In the case of an Investor that is a company that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, or a commodity pool, any amounts payable to such Investor pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon the demand of the Investor; and (7) Cash and cash equivalents held for investment purposes.

Real Estate that is used by the owner or a Related Person (as defined below) of the owner for personal purposes, or as a place of business, or in connection with the conduct of the trade or business of such owner or a Related Person of the owner, will NOT be considered Real Estate held for investment purposes, provided that real estate owned by an Investor who is engaged primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be held for investment purposes. However, residential real estate will not be deemed to be used for personal purposes if deductions with respect to such real estate are not disallowed by section 280A of the Internal Revenue Code of 1986, as amended.

A Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by the Investor who is engaged primarily in the business of investing, reinvesting, or trading in Commodity Shares, Physical Commodities or Financial Contracts in connection with such business may be deemed to be held for investment purposes. “Commodity Shares” means commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of: (i) (ii) Any contract market designated for trading such transactions under the Commodity Exchange Act and the rules thereunder; or Any board of trade or exchange outside the United States, as contemplated in Part 30 of the rules under the Commodity Exchange Act.

“Public Company” means a company that: (i) (ii) files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; or has a class of securities that are listed on a Designated Offshore Securities Market, as defined by Regulation S of the Securities Act.

“Financial Contract” means any arrangement that: (i) takes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets; (ii) is in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and (iii) is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counterparty to such arrangement. “Physical Commodities” means any physical commodity with respect to which a Commodity Interest is traded on a market specified in the definition of Commodity Shares above. “Related Person” means a person who is related to the Investor as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Investor, or is a spouse of such descendant or ancestor, provided that, in the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person of such an owner. “Family Company” means a company that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established for the benefit of such persons.

For purposes of determining the amount of investments owned by a company, there may be included investments owned by majority-owned subsidiaries of the company and investments owned by a company (“Parent Company”) of which the company is a majority-owned subsidiary, or by a majority-owned subsidiary of the company and other majority-owned subsidiaries of the Parent Company. In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person‟s investments any investment held jointly with such person‟s spouse, or investments in which such person shares with such person‟s spouse a community property or similar shared ownership interest. In determining whether spouses who are making a joint investment in the Partnership are qualified purchasers, there may be included in the amount of each spouse‟s investments any investments owned by the other spouse (whether or not such investments are held jointly). There shall be deducted from the amount of any such investments any amounts specified by paragraph 2(a) of Annex 2 incurred by such spouse. In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person‟s investments any investments held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of such person.

Annex 2 VALUATIONS OF INVESTMENTS The general rule for determining the value of investments in order to ascertain whether a person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos: (1) In the case of Commodity Shares, the amount of investments shall be the value of the initial margin or option premium deposited in connection with such Commodity Shares; and (2) (i) In each case, there shall be deducted from the amount of investments owned by such person the following amounts: The amount of any outstanding indebtedness incurred to acquire the investments owned by such person.

(ii) A Family Company, in addition to the amounts specified in paragraph (a) above, shall have deducted from the value of such Family Company‟s investments any outstanding indebtedness incurred by an owner of the Family Company to acquire such investments.

Weinberg & Associates LLC
6812 Cherokee Drive, Baltimore, MD 21209 Phone/Fax (800) 219-4312 ________________________________________________________________________ Mr. Nehemya Hesin, President and Director BNH Inc, 29 Rashbi St. Apt # 19 Modiin Illit, Israel, 71919 Dear Mr. Hesin: CONSENT OF INDEPENDENT AUDITORS I consent to the incorporation in the Registration Statement of BNH Inc. on Form S-1 of my report on the financial statements of the Company as its registered independent auditor dated April 11, 2008, as of and for the periods ended March 31, 2008 and December 31, 2007. I further consent to the reference to me in the section on Experts. Respectfully submitted, /s/ Alan Weinberg, CPA Baltimore, Maryland April 15, 2008