UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
[X] Quarterly
Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
For
the quarterly period ended December 31, 2009
or
[ ] Transition
Report Pursuant to Section 13 or 15 (d) of
the
Securities Exchange Act of 1934
Commission
file number: 333-126654
BIRCH BRANCH,
INC.
(Exact
name of registrant as specified in its charter)
| Colorado |
84-1124170 |
| (State of
incorporation) |
(I.R.S.
Employer Identification Number) |
2560
W. Main Street, Suite 200
Littleton,
CO 80120
(Address
of principal executive offices)
(303)
794-9450
(Issuer’s
telephone number)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
proceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES
[X] NO
[ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for shorter period that the
registrant was required to submit and post such file).
YES
[ ] NO
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
[ ]Accelerated filer
[ ]
Non-accelerated
filer [ ]Smaller reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
[X] NO
[ ]
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date. As of February 12, 2010 the
Company had 1,708,123 shares of its no par value common stock issued and
outstanding.
Table of
Contents
PART I – FINANCIAL
INFORMATION
| Item 1. |
Financial
Statements |
|
Page
No. |
| |
|
Condensed
Balance Sheets
December
31, 2009 (unaudited) and June 30, 2009
|
2
|
| |
|
Condensed
Statements of Operations
Three
Months Ended December 31, 2009 and 2008 and
Six
Months Ended December 31, 2009 and 2008 and
from
July 1, 2002 (date of inception) through December 31, 2009
(unaudited)
|
3
|
| |
|
Condensed
Statements of Cash Flows
Six
Months Ended December 31, 2009 and 2008 and
from
July 1, 2002 (date of inception) through December 31, 2009
(unaudited)
|
4
|
| |
|
Notes
to Condensed Financial Statements (unaudited)
|
5
|
| Item 2. |
Management’s
Discussion and Analysis or Plan of Operation |
|
9 |
| Item 3. |
Quantitative and
Qualitative Disclosures About Market Risk |
|
10 |
| Item 4T. |
Controls and
Procedures |
|
10 |
PART II – OTHER
INFORMATION
| Item 1. |
Legal
Proceedings |
|
11 |
| Item 2 . |
Unregistered Sales of
Equity Securities and Use of Proceeds |
|
11 |
| Item 3. |
Defaults Upon Senior
Securities |
|
11 |
| Item 4. |
Submission of Matters
to a Vote of Security Holders |
|
11 |
| Item 5. |
Other
Information |
|
11 |
1
Part I FINANCIAL
INFORMATION
Item
1 – CONDENSED INTERIM FINANCIAL STATEMENTS
BIRCH
BRANCH, INC.
(A
Development Stage Company)
CONDENSED
BALANCE SHEETS
|
|
|
December 31, 2009
|
|
|
June 30, 2009
|
|
|
|
|
(Unaudited)
|
|
|
(audited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
|
|
$ |
1,032 |
|
|
$ |
3,868 |
|
|
Prepaid
Expenses
|
|
|
395 |
|
|
|
395 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
1,427 |
|
|
|
4,263 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
1,427 |
|
|
$ |
4,263 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ (DEFICIT)
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
1,846 |
|
|
$ |
87 |
|
|
Accounts
payable - related party
|
|
|
3,000 |
|
|
|
6,000 |
|
|
Accrued
expense - related party
|
|
|
11,881 |
|
|
|
8,753 |
|
|
Note
payables - related party
|
|
|
93,000 |
|
|
|
78,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
109,727 |
|
|
|
92,840 |
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’
(DEFICIT) (Note 2)
|
|
|
|
|
|
|
|
|
|
Preferred
stock, authorized 50,000,000 shares, no par value,
|
|
|
|
|
|
|
|
|
|
none
issued or outstanding
|
|
|
- |
|
|
|
- |
|
|
Common
stock, authorized 500,000,000 shares, no par value,
|
|
|
|
|
|
|
|
|
|
1,708,123
issued and outstanding
|
|
|
65,613 |
|
|
|
65,613 |
|
|
Additional
paid in capital
|
|
|
152,877 |
|
|
|
152,877 |
|
|
Deferred
loan fee, net of amortization
|
|
|
(2,060 |
) |
|
|
(2,564 |
) |
|
Accumulated
(deficit)
|
|
|
(5,173 |
) |
|
|
(5,173 |
) |
|
Accumulated
(deficit) during development stage
|
|
|
(319,557 |
) |
|
|
(299,330 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
shareholders’ (deficit)
|
|
|
(108,300 |
) |
|
|
(88,577 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders’ (deficit)
|
|
$ |
1,427 |
|
|
$ |
4,263 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
2
BIRCH
BRANCH, INC.
(A
Development Stage Company)
CONDENSED
STATEMENTS OF OPERATIONS (Unaudited)
|
|
|
Three Months
ended
December
31, 2009
|
|
|
Three Months
ended
December
31,
2008
|
|
|
Six Months
ended
December
31,
2009
|
|
|
Six Months
ended
December
31,
2008
|
|
|
Period
July 1, 2002 (Date of Commencement of Development Stage) to
December 31,
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting
fees
|
|
|
1,100 |
|
|
|
1,800 |
|
|
|
5,000 |
|
|
|
5,450 |
|
|
|
48,800 |
|
|
Legal
fees
|
|
|
663 |
|
|
|
- |
|
|
|
663 |
|
|
|
368 |
|
|
|
47,559 |
|
|
Shareholder
expense
|
|
|
1,328 |
|
|
|
1,341 |
|
|
|
1,932 |
|
|
|
1,561 |
|
|
|
23,459 |
|
|
General
and administrative expense, related party
|
|
|
4,500 |
|
|
|
4,500 |
|
|
|
9,000 |
|
|
|
9,000 |
|
|
|
54,000 |
|
|
Other
general and administrative expense
|
|
|
- |
|
|
|
630 |
|
|
|
- |
|
|
|
630 |
|
|
|
10,312 |
|
|
Total
operating expenses
|
|
|
7,591 |
|
|
|
8,271 |
|
|
|
16,595 |
|
|
|
17,009 |
|
|
|
184,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) from operations
|
|
|
(7,591 |
) |
|
|
(8,271 |
) |
|
|
(16,595 |
) |
|
|
(17,009 |
) |
|
|
(184,130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
25,000 |
|
|
Amortized
loan fee (expense)
|
|
|
(252 |
) |
|
|
(252 |
) |
|
|
(504 |
) |
|
|
(504 |
) |
|
|
(2,939 |
) |
|
Interest
(expense)
|
|
|
(1,752 |
) |
|
|
(1,198 |
) |
|
|
(3,128 |
) |
|
|
(2,186 |
) |
|
|
(11,881 |
) |
|
Total
other income (expense)
|
|
|
(2,004 |
) |
|
|
(1,450 |
) |
|
|
(3,632 |
) |
|
|
(2,690 |
) |
|
|
10,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) from continuing operations
|
|
|
(9,595 |
) |
|
|
(9,721 |
) |
|
|
(20,227 |
) |
|
|
(19,699 |
) |
|
|
(173,950 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(including loss on disposal in 2006 of $52,017) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(121,232 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$ |
(9,595 |
) |
|
$ |
(9,721 |
) |
|
$ |
(20,227 |
) |
|
$ |
(19,699 |
) |
|
$ |
(295,182 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per common share
|
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common
shares outstanding
|
|
|
1,708,123 |
|
|
|
1,708,123 |
|
|
|
1,708,123 |
|
|
|
1,708,123 |
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
3
BIRCH
BRANCH, INC.
(A
Development Stage Company)
CONDENSED
STATEMENTS OF CASH FLOWS (Unaudited)
|
|
|
Six Months
ended
December
31,
2009
|
|
|
Six Months
ended
December
31,
2008
|
|
|
Period
July 1, 2002 (Date of Commencement of Development Stage) to
December 31,
2009
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Operating
activities from continuing operations
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$ |
(20,227 |
) |
|
$ |
(19,699 |
) |
|
$ |
(295,182 |
) |
|
Less:
Net (loss) discontinued operations
|
|
|
- |
|
|
|
- |
|
|
|
(121,232 |
) |
|
Net
(loss) from continuing operations
|
|
|
(20,227 |
) |
|
|
(19,699 |
) |
|
|
(173,950 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in assets and liabilities continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
loan fee
|
|
|
504 |
|
|
|
504 |
|
|
|
2,940 |
|
|
Prepaid
expenses
|
|
|
- |
|
|
|
- |
|
|
|
(395 |
) |
|
Accounts
payable
|
|
|
1,759 |
|
|
|
- |
|
|
|
(14,171 |
) |
|
Accounts
payable, related party
|
|
|
(3,000 |
) |
|
|
- |
|
|
|
3,000 |
|
|
Accrued
expenses
|
|
|
3,128 |
|
|
|
2,187 |
|
|
|
11,881 |
|
|
Net
cash (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by
continuing operations
|
|
|
(17,836 |
) |
|
|
(17,008 |
) |
|
|
(170,695 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
- |
|
|
|
- |
|
|
|
2,424 |
|
|
Advances
from related party
|
|
|
- |
|
|
|
- |
|
|
|
85,936 |
|
|
Proceeds
from shareholder loans
|
|
|
15,000 |
|
|
|
15,000 |
|
|
|
93,000 |
|
|
Net
cash provided by financing activities
|
|
|
15,000 |
|
|
|
15,000 |
|
|
|
181,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash (used in) provided by activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
continuing operations
|
|
|
(2,836 |
) |
|
|
(2,008 |
) |
|
|
10,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flow from (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
operations
|
|
|
- |
|
|
|
- |
|
|
|
(12,613 |
) |
|
Net
cash (used in) discontinued operations
|
|
|
- |
|
|
|
- |
|
|
|
(12,613 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
(DECREASE) INCREASE IN CASH
|
|
|
(2,836 |
) |
|
|
(2,008 |
) |
|
|
(1,948 |
) |
|
CASH,
BEGINNING OF THE PERIOD
|
|
|
3,868 |
|
|
|
5,916 |
|
|
|
2,980 |
|
|
CASH
AND CASH EQUIVALENTS, END OF THE PERIOD
|
|
$ |
1,032 |
|
|
$ |
3,908 |
|
|
$ |
1,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Construction
in progress financed by advance payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from
related party including accrued interest |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
406,945 |
|
|
Exchange
of real estate for note payable and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
liabilities
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(549,183 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Cash
paid for income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes are an integral part of these financial
statements.
4
BIRCH
BRANCH, INC.
(A
Development Stage Company)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE
1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Organization and
Business
BIRCH
BRANCH, INC. (“the Company”) was incorporated in State of Colorado on September
29, 1989. The Company was formed to pursue real estate development in
Nebraska, and has completed construction on a Studio/private museum/bed and
breakfast rental facility. There were four additional lots included in this
development, which were being held as investments for potential future
development or sale.
In
December, 2006 all of the property described above was sold pursuant to an Asset
Purchase Agreement, dated December 6, 2006, between the Company and the
Company's then President ("Purchaser"). The consideration received by the
Company consisted of 4,167 shares of Company common stock that was owned by the
Purchaser together with the cancellation of a note due to Purchaser with a
principal amount due of $430,000, secured by the Company's assets, all related
accrued interest and the release of the Company from all other liabilities due
to Purchaser.
The
Company currently has no operations and since July 1, 2002 is considered a
development stage enterprise. Effective December 6, 2006 the Company intends to
evaluate structure and complete a merger with, or acquisition of, prospects
consisting of private companies, partnerships or sole
proprietorships.
Summary of Accounting Basis
of Presentation
The
condensed interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures
made are adequate to make the information presented not misleading. The
condensed interim financial statements and notes thereto should be read in
conjunction with the financial statements and the notes thereto, included in the
Company’s Annual Report to the Securities and Exchange Commission for the fiscal
year ended June 30, 2009, filed on Form 10-K on September 30,
2009.
In the
opinion of management, all adjustments necessary to summarize fairly the
financial position and results of operations for such periods in accordance with
accounting principles generally accepted in the United States of America.
All adjustments are of a normal recurring nature. The results of operations for
the most recent interim period are not necessarily indicative of the results to
be expected for the full year.
Certain
prior period amounts have been reclassified to conform to current period
presentation.
Cash
The
Company considers all highly liquid instruments purchased with an original
maturity of three months or less to be cash equivalents. The Company
continually monitors its positions with, and the credit quality of, the
financial institutions with which it invests.
Development Stage
Company
The
Company is in the development stage and has not yet realized any revenues from
its planned operations. The Company’s business plan is to evaluate
structure and complete a merger with, or acquisition of, prospects consisting of
private companies, partnerships or sole proprietorships.
Based
upon the Company’s business plan, it is a development stage
enterprise. Accordingly, the Company presents its financial
statements in conformity with the accounting principles generally accepted in
the United States of America that apply in establishing operating
enterprises. As a development stage enterprise, the Company discloses
the deficit accumulated during the development stage and the cumulative
statements of operations and cash flows from inception to the current balance
sheet date.
5
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Management believes that the estimates utilized
in the preparation of financial statements are prudent and
reasonable. Actual results could differ from these
estimates.
Going
Concern
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principals in the United States of America, which
contemplates continuation of the Company as a going concern. However,
the Company has negative working capital, a stockholders’ deficit and no active
business operations, which raises substantial doubt about its ability to
continue as a going concern.
In view
of these matters, the Company will need to continue to be dependent on its
officer and directors in order to meet its liquidity needs during the next
fiscal year. There is no assurance that the Company’s officer and
directors will fund the necessary operating capital, or that revenues will
commence sufficient to assure the eventual profitability of the Company.
Management believes that this plan provides an opportunity for the Company to
continue as a going concern
Change in Control and Plan
of Reorganization
On
September 26, 2006 the Company entered into an Agreement and Plan of
Reorganization with Fluid Audio Networks, Inc. ("FAN") under which, following a
proposed 3.75 for 1 forward stock split of the outstanding common stock of the
Company, the Company would issue 10,269,528 shares of common stock to acquire
all of the outstanding common stock of FAN. Additionally, the Company was to
divest itself of its real estate assets by conveying these assets to its
President in exchange for the assumption of all the parent company debt and
cancellation of 16,667 (post split) shares of its common stock held by its
President and transferred to it. The Company's President was to convey for
cancellation an additional 16,667 shares (post split) of the Company's common
stock in exchange for a payment of $500,000.
The
Agreement and Plan of Reorganization was subject to certain significant
contingencies which must have been resolved by November 30, 2006 in order for
the transaction to close. As of November 30, 2006, several contingencies had not
been satisfied, therefore, following a brief extension of time to attempt to
clear the open contingencies, which was not successful, the Agreement and Plan
of Reorganization was terminated without any further commitment or obligation by
the Company.
On
December 6, 2006 a Stock Purchase Agreement (the “Stock Purchase Agreement”) was
made by and between Mathis Family Partners, Ltd., Lazzeri Family Trust and
Timothy Brasel and /or assigns, collectively, they are referred to herein as the
(“Investor”) and Schumacher & Associates, Inc. Money Purchase Plan &
Trust, a shareholder of the Company and Michael L. Schumacher, the Company’s
past President, collectively, they are referred to herein as the
(“Seller”). In the Stock Purchase Agreement, the Seller agreed to
sell 254,167 fully paid and nonassessable shares of the Company’s common stock
to Investor for an aggregate of $450,000 cash. As a result of the
purchase of the shares of the Company’s common stock Investor owns approximately
59.81% of the issued and outstanding shares of common stock of the Company which
resulted in a change in control of the Company.
Reverse Stock
Split
On June
1, 2007 the shareholders of the Company, at a special meeting, approved a
1-for-3 reverse stock split of the Company’s common stock, no par value per
share, with no change in the number of authorized shares of common stock and
with any fractional shares rounded up to a whole share. The reverse stock
split was effective on June 4, 2007.
In
connection with the 1-for-3 reverse stock split, all historical common shares
amounts have been retroactively restated to reflect the stock split mentioned
above.
6
Recent Accounting
Pronouncements
In May
2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which
establishes general standards of accounting for, and disclosures of, events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. This pronouncement is effective for interim or
fiscal periods ending after June 15, 2009. Accordingly, the Company adopted
these provisions of FASB ASC Topic 855 on June 30, 2009. The adoption of this
pronouncement did not have a material impact on our consolidated financial
position, results of operations or cash flows. However, the provisions of FASB
ASC Topic 855 resulted in additional disclosures with respect to subsequent
events. See Note 5, Subsequent
Events, for this additional disclosure.
In June
2009, the FASB issued guidance now codified as FASB ASC Topic 105, “Generally Accepted Accounting
Principles,” as the single source of authoritative nongovernmental U.S.
GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to
simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one place. All
existing accounting standard documents will be superseded and all other
accounting literature not included in the FASB Codification will be considered
non-authoritative. These provisions of FASB ASC Topic 105 are effective for
interim and annual periods ending after September 15, 2009 and,
accordingly, are effective for the Company for the current fiscal reporting
period. The adoption of this pronouncement did not have an impact on the
Company’s financial condition or results of operations, but will impact our
financial reporting process by eliminating all references to pre-codification
standards. On the effective date of this Statement, the Codification superseded
all then-existing non-SEC accounting and reporting standards, and all other
non-grandfathered non-SEC accounting literature not included in the Codification
became non-authoritative.
In August
2009, the FASB issued ASU 2009-05, “Fair Value Measurements and
Disclosures (ASC Topic 820)–Measuring Liabilities at Fair Value” (ASU
2009-05). ASU 2009-05 amends ASC Subtopic 820-10, “Fair Value Measurements and
Disclosures–Overall”, for the fair value of liabilities. This Update
provides clarification that in circumstances in which a quoted price in an
active market for the identical liability is not available, a reporting entity
is required to measure fair value of such liability using one or more of the
techniques prescribed by the Update. The guidance in this ASU was effective for
the Company in the second quarter of fiscal 2010 and did not have a material
effect on its condensed consolidated results of operations or its financial
position.
NOTE
2 – SHAREHOLDERS’S (DEFICIT)
On
January 23, 2007, the Company entered into a Revolving Credit Agreement (the
“Revolving Credit Agreement”) with Mathis Family Partners, Ltd. (“Mathis”),
Lazzeri Family Trust (“Lazzeri”) and Timothy Brasel (“Brasel”), collectively,
they are referred to herein as the “the Lender”, to borrow up to $250,000,
evidenced by an unsecured Revolving Loan Note (the “Revolving Loan Note.”). In
connection with and as a loan fee for the foregoing unsecured credit facility,
Mathis, Lazzeri and Brasel each received 320,754, 320,754 and 641,506
unregistered shares, respectively, of the Company’s common stock. The
Company recorded a Deferred Loan fee of $5,000 that is amortized over the 5 year
term of the Revolving Credit Agreement.
NOTE
3 – DUE TO SHAREHOLDERS
On
January 23, 2007, the Company entered into a Revolving Credit Agreement (the
“Revolving Credit Agreement”) with Mathis Family Partners, Ltd. (“Mathis”),
Lazzeri Family Trust (“Lazzeri”) and Timothy Brasel (“Brasel”), collectively,
they are referred to herein as the “the Lender”, to borrow up to $250,000,
evidenced by an unsecured Revolving Loan Note (the “Revolving Loan
Note.”) All amounts borrowed pursuant to the Revolving Credit
Agreement accrue interest at 7% per annum and all principal and accrued but
unpaid interest is payable in full on demand of the Lender. The
Revolving Credit Agreement does not obligate the Lender to make any loans but
any loans made by the Lender to the Company, up to an outstanding principal
balance of $250,000, will be subject to the terms of the Revolving Credit
Agreement and the Revolving Loan Note. In connection with and as a
loan fee for the foregoing credit facility, Mathis, Lazzeri and Brasel each
received 320,754, 320,754 and 641,506 unregistered shares, respectively, of the
Company’s common stock. The Company recorded a Deferred Loan fee of
$5,000 that is amortized over the 5 year term of the Revolving Credit
Agreement. As of December 31, 2009 the principal balance on the note
was $93,000 with available credit of $157,000. The note has incurred a total of
$11,881 in interest with $11,881 accrued as of December 31. 2009.
7
NOTE
4 – RELATED PARTY TRANSACTION
Since
January 2007, we utilize the offices of a major shareholder of ours, located at
2560 W. Main Street, Suite 200, Littleton, Colorado 80120. We pay
$1,500 per month for reimbursement of out-of-pocket expenses such as telephone,
postage, supplies and administrative support to a company controlled by a major
shareholder of ours. We paid $9,000 for these expenses for the six
months ended December 31, 2009.
NOTE
5 – SUBSEQUENT EVENTS
The
Company has evaluated all subsequent events through February 12, 2010, the date
the financial statements were issued, and no additional items were noted that
need to be disclosed.
8
Item
2 – MANAGEMENT’S DISCUSSION AND ANAYLSIS OR PLAN OF OPERATION
Cautionary
Note Regarding Forward-Looking Statements
Statements
contained in this report include "forward-looking statements" within the meaning
of such term in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, which could cause actual
financial or operating results, performances or achievements expressed or
implied by such forward-looking statements not to occur or be realized. Such
forward-looking statements generally are based on our best estimates of future
results, performances or achievements, predicated upon current conditions and
the most recent results of the companies involved and their respective
industries. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "can," "will," "could," "should,"
"project," "expect," "plan," "predict," "believe," "estimate," "aim,"
"anticipate," "intend," "continue," "potential," "opportunity" or similar terms,
variations of those terms or the negative of those terms or other variations of
those terms or comparable words or expressions.
Readers
are urged to carefully review and consider the various disclosures made by us in
this Quarterly Report on Form 10-Q and our Form 10-K for the fiscal year ended
June 30, 2009, and our other filings with the U.S. Securities and Exchange
Commission. These reports and filings attempt to advise interested parties of
the risks and factors that may affect our business, financial condition and
results of operations and prospects. The forward-looking statements made in this
Form 10-Q speak only as of the date hereof and we disclaim any obligation to
provide updates, revisions or amendments to any forward-looking statements to
reflect changes in our expectations or future events.
Results
of Operations
For
the three months ended December 31, 2009 compared to the three months ended
December 31, 2008
Revenue. No
operating revenues were generated during the three months ended December 31,
2009 and December 31, 2008.
Operating
Expenses. Total operating expenses were $7,591 and $8,271,
respectively for the quarter ended December 31, 2009 and for the quarter ended
December 31, 2008. Operating expenses consist of professional,
management and filing fees.
For
the six months ended December 31, 2009 compared to the six months ended December
31, 2008
Revenue. No
operating revenues were generated during the six months ended December 31, 2009
and December 31, 2008.
Operating
Expenses. Total operating expenses were $16,595 and $17,009,
respectively for the six months ended December 31, 2009 and for the six months
ended December 31, 2008. Operating expenses consist of professional,
management and filing fees.
Liquidity
and Capital Resources
As of
December 31, 2009, the Company had $1,032 in cash or cash equivalents and a
working capital deficit of $108,300.
On
January 23, 2007, we entered into a Revolving Credit Agreement with the
Company’s major shareholders to borrow up to $250,000, evidenced by an unsecured
Revolving Loan Note. All amounts borrowed pursuant to the Revolving
Credit Agreement accrue interest at 7% per annum and all principal and accrued
but unpaid interest is payable in full on demand. As of December 31, 2009,
$93,000 was borrowed under this agreement with $11,881 of interest
accrued.
While
future operating activities are expected to be funded by the Revolving Credit
Agreement our request for funds under the Revolving Credit Agreement are not
guaranteed and in the event that such future operating activities are not funded
pursuant to the Revolving Credit Agreement, additional sources of funding would
be required to continue operations. There is no assurance that we
could raise working capital or if any capital would be available at
all.
We have
no off-balance sheet items as of December 31, 2009.
9
Item
3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, we are not
required to provide this information.
Item
4T – CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), we
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), of the effectiveness of our disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation,
our CEO and CFO concluded that our disclosure controls and procedures were
effective to ensure that information required to be disclosed by us in the
reports that the we file or submit under the Exchange Act, is recorded,
processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our CEO and CFO, as appropriate, to allow timely
decisions regarding required disclosure.
Changes
in Internal Controls
There has
been no change in our internal control over financial reporting that occurred
during our most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
10
Part II OTHER
INFORMATION
Item
1. – LEGAL
PROCEEDINGS
None.
Item
2. –
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item
3. – DEFAULTS
UPON SENIOR SECURITIES
None.
Item
4. –
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item
5. – OTHER
INFORMATION
None
Item
6. – EXHIBITS
|
Exhibit
No
|
Description
|
|
31.1
|
Certification
of Company’s Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification
of Company’s Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
|
|
32.2
|
Certification
of Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
|
11
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on February 12, 2010.
| |
BIRCH
BRANCH, INC.
|
|
| |
|
|
|
|
|
By:
|
/s/ Timothy
Brasel |
|
| |
|
Timothy
Brasel |
|
| |
|
President,
Principal Executive Officer and
Principal Financial Officer
|
|
| |
|
|
|
12