bbbh_10q.htm

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 March 31, 2010

o 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 o

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 o NO o

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 o	Accelerated filer o
	Non-accelerated filer o	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 o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 7, 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

March 31, 2010 (unaudited) and June 30, 2009

Condensed Statements of Operations

Three Months Ended March 31, 2010 and 2009 and

Nine Months Ended March 31, 2010 and 2009 and

from July 1, 2002 (date of inception) through March 31, 2010 (unaudited)

Condensed Statements of Cash Flows

Nine Months Ended March 31, 2010 and 2009 and

from July 1, 2002 (date of inception) through March 31, 2010 (unaudited)

Notes to Condensed Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis or Plan of Operation

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4T.

Controls and Procedures

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

Item 2 .

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6

Exhibits

Part I FINANCIAL INFORMATION

Item 1 – CONDENSED INTERIM FINANCIAL STATEMENTS

BIRCH BRANCH, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	March 31, 2010			June 30, 2009
	(Unaudited)			(audited)
ASSETS
Current assets:
Cash	$	9,847		$	3,868
Prepaid Expenses		395			395

Total current assets		10,242			4,263

Total assets	$	10,242		$	4,263

LIABILITIES AND SHAREHOLDERS’ (DEFICIT)
Current liabilities:
Accounts payable	$	680		$	87
Accounts payable - related party		7,500			6,000
Accrued expense - related party		13,419			8,753
Note payables - related party		105,000			78,000

Total current liabilities		126,599			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		(1,814	)		(2,564	)
Accumulated (deficit)		(5,173	)		(5,173	)
Accumulated (deficit) during development stage		(327,860	)		(299,330	)

Total shareholders’ (deficit)		(116,357	)		(88,577	)

Total liabilities and shareholders’ (deficit)	$	10,242		$	4,263

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

BIRCH BRANCH, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months ended March 31, 2010			Three Months ended March 31, 2009			Nine Months ended March 31, 2010			Nine Months ended March 31, 2009			Period July 1, 2002 (Date of Commencement of Development Stage) to March 31, 2010

Revenues	$	-		$	-		$	-		$	-		$	-

Operating expenses:
Accounting fees		1,100			1,800			6,100			7,250			49,900
Legal fees		265			245			928			612			47,823
Shareholder expense		654			627			2,586			2,189			24,113
General and administrative expense, related party		4,500			4,500			13,500			13,500			58,500
Other general and administrative expense		-			100			-			729			10,312
Total operating expenses		6,519			7,272			23,114			24,280			190,648

Net (loss) from operations		(6,519	)		(7,272	)		(23,114	)		(24,280	)		(190,648	)

Other income (expense)
Other income		-			-			-			-			25,000
Amortized loan fee (expense)		(247	)		(247	)		(750	)		(751	)		(3,186	)
Interest (expense)		(1,538	)		(1,208	)		(4,666	)		(3,395	)		(13,419	)
Total other income (expense)		(1,785	)		(1,455	)		(5,416	)		(4,146	)		8,395

Net (loss) from continuing operations		(8,304	)		(8,727	)		(28,530	)		(28,426	)		(182,253	)

Discontinued operations:
(Loss) from discontinued operations
(including loss on disposal in 2006 of $52,017)		-			-			-			-			(121,232	)

Net (loss)	$	(8,304	)	$	(8,727	)	$	(28,530	)	$	(28,426	)	$	(303,485	)


Net (loss) per common share	$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.02	)


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.

BIRCH BRANCH, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

	Nine Months ended March 31, 2010			Nine Months ended March 31, 2009			Period July 1, 2002 (Date of Commencement of Development Stage) to March 31, 2010
Cash flows from operating activities:
Operating activities from continuing operations
Net (loss)	$	(28,530	)	$	(28,426	)	$	(303,485	)
Less: Net (loss) discontinued operations		-			-			(121,232	)
Net (loss) from continuing operations		(28,530	)		(28,426	)		(182,253	)

Changes in assets and liabilities continuing operations:
Amortized loan fee		750			750			3,186
Prepaid expenses		-			395			(395	)
Accounts payable		593			161			(15,337	)
Accounts payable, related party		1,500			3,000			7,500
Accrued expenses		4,666			3,396			13,419
Net cash (used in) operating activities
by continuing operations		(21,021	)		(20,724	)		(173,880	)

Cash flow from financing activities:
Additional paid-in capital		-			-			2,424
Advances from related party		-			-			85,936
Proceeds from shareholder loans		27,000			15,000			105,000
Net cash provided by financing activities		27,000			15,000			193,360

Net cash (used in) provided by activities
of continuing operations		5,979			(5,724	)		19,480

Cash flow from (used in):
Discontinued operations		-			-			(12,613	)
Net cash (used in) discontinued operations		-			-			(12,613	)

NET (DECREASE) INCREASE IN CASH		5,979			(5,724	)		6,867
CASH, BEGINNING OF THE PERIOD		3,868			5,916			2,980
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	$	9,847		$	192		$	9,847

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.

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.

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.

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)

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 March 31, 2010 the principal balance on the note was $105,000 with available credit of $145,000. The note has incurred a total of $13,419 in interest with $13,419 accrued as of March 31, 2010.

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 record $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 $13,500 for these expenses for the nine months ended March 31, 2010.

NOTE 5 – SUBSEQUENT EVENTS

The Company has evaluated all subsequent events through May 7, 2010, the date the financial statements were issued, and no additional items were noted that need to be disclosed.

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 March 31, 2010 compared to the three months ended March 31, 2009

Revenue. No operating revenues were generated during the three months ended March 31, 2010 and March 31, 2009.

Operating Expenses. Total operating expenses were $6,519 and $7,272, respectively for the quarter ended March 31, 2010 and for the quarter ended March 31, 2009. Operating expenses consist of professional, management and filing fees.

For the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009

Revenue. No operating revenues were generated during the nine months ended March 31, 2010 and March 31, 2009.

Operating Expenses. Total operating expenses were $23,114 and $24,280, respectively for the nine months ended March 31, 2010 and for the nine months ended March 31, 2009. Operating expenses consist of professional, management and filing fees.

Liquidity and Capital Resources

As of March 31, 2010, the Company had $9,847 in cash or cash equivalents and a working capital deficit of $116,357.

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 March 31, 2010, $105,000 was borrowed under this agreement with $13,419 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.

Off-Balance Sheet Items

We have no off-balance sheet items as of March 31, 2010.

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.

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

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 May 7, 2010.

	BIRCH BRANCH, INC.

	By:	/s/ Timothy Brasel
		Timothy Brasel
		President, Principal Executive Officer and Principal Financial Officer