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THE SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934 87-0496850 (I.R.S. Employer Identification No.) Large accelerated filer o Accelerated filer o [X] Outstanding as of Common Stock, $0.001 par value Page — FINANCIAL INFORMATION Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Controls and Procedures — OTHER INFORMATION Legal Proceedings Risk Factors Unregistered Sales of Equity Securities and Use of Proceeds Defaults Upon Senior Securities 14 The accompanying unaudited balance sheets of Brain Tree International, Inc. at Mar 31, Jun 30, 2010 2009 ASSETS CURRENT ASSETS Cash $6,630 $7,488 Total Current Assets $6,630 $7,488 PATENTS PENDING-net $9,821 $9,288 Total Assets $16,451 $16,776 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Note Payable-related party $65,000 $55,000 Accrued interest payable $9,866 $6,392 Accounts Payable $1,200 $1,500 Total Current Liabilities $76,066 $62,892 STOCKHOLDERS' DEFICIENCY Preferred stock 3,000,000 shares authorized at $.001 par value; none outstanding - - Common stock 47,000,000 shares authorized at $.001 par value; 35,031,558 shares issued and outstanding $35,032 $35,032 Capital in excess of par value $129,246 $129,246 Accumulated deficit during development stage ($223,893) ($210,394) Total Stockholders' Deficiency ($59,615) ($ 46,116) $16,451 $16,776 The accompanying notes are an integral part of these financial statements. Three Months Nine Months July 26, 1983 Mar 31, Mar 31, Mar 31, Mar 31, To Mar 31 2010 2009 2010 2009 2010 REVENUES $ - $ - $ - $ - $ - EXPENSES Sales and Administrative Expenses $ 1,749 $ 153 $ 9,458 $ 9,250 $ 210,202 Amortization $189 $ 142 $ 567 $ 450 $ 3,825 NET LOSS FROM OPERATIONS ($ 1,938) ($ 295) ($10,025) ($ 9,700) ($ 214,027) Other expenses Interest $1,322 $ 830 $ 3,474 $ 2,115 $ 9,866 NET LOSS ($ 3,260) ($ 1,125) ($ 13,499) ($ 11,815) ($ 223,893) NET LOSS PER COMMON SHARE Basic and diluted $ - $ - $ - $ - WEIGHTED AVERAGE OUTSTANDING SHARES Basic (stated in 1000's) 35,032 35,032 35,032 35,032 July 26, 1983 Mar 31, 2010 Mar 31, 2009 To Mar 31, 2010 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss ($13,499) ($11,815) ($223,893) Adjustments to reconcile net loss to net cash provided by operating activities Amortization $ 567 $ 450 $ 3,825 Capital stock issued for services - - $ 24,726 Changes in accounts payable ($ 300) $ 2,116 $ 1,200 Changes in interest payable $ 3,474 $ 9,866 Net Change in Cash from Operations ($ 9,758) ($ 9,249) ($184,276) CASH FLOWS FROM INVESTING ACTIVITIES Purchase patent ($ 1,100) ($ 2,000) ($ 13,646) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from note payable-related party $ 10,000 $ 15,000 $ 65,000 Contributions to capital - - $ 3,698 Proceeds from issuance of common stock - - $ 135,854 Net Change in Cash ($ 858) $ 3,751 $ 6,630 Cash at Beginning of Period $ 7,488 $ 1,526 - Cash at End of Period $ 6,630 $ 5,277 $ 6,630 company. SUBSEQUENT EVENTS Our fiscal year end is June 30. During the September 30, 2009. Liquidity and Capital Resources $64,228. In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations. Off-balance Sheet Arrangements Although management believes the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements. Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures. possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. 60; Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, concluded that, as of There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened. Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 32.2 Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. George I. Norman, IIIMarch 31,September 30, 2010oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THEto UTAH870496850UTAH (State or other jurisdiction of Incorporation or organization) incorporation or organization)days.Yes xdays.Yes [X] Noo.Yes .Yes o No oNon-accelerated filer o Smaller reporting company x (Do not check if a smaller reporting company) Non-accelerated fileroSmaller reporting companyx(Do not check if a smaller reporting company)o[ ] No xClass ClassMay 10,November 12, 201035,031,558 35,031,558HeadingPageHeading 3 Item 1. 3Item 2. 12Item 3. 14Item 4(T). 14Item 1. 15Item 1A. 15Item 2 15Item 3. Item 4. Submission of Matters to a Vote of Securities Holders 14 Item 5. Other Information 14 Item 6. Exhibits 14 15 Item 4.(Removed and Reserved)15Item 5.Other Information15Item 6.Exhibits15Signatures16Item 1.Financial StatementsMarch 31,September 30, 2010 and June 30, 20092010 (audited), related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the three and nine months ended March 31,September 30, 2010 and 2009 and the period July 26, 1983 (date of inception) to March 31,September 30, 2010, have been prepared by management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the period ended March 31,September 30, 2010, are not necessarily indicative of the results thatt hat can be expected for the fiscal year ending June 30, 20102011 or any other subsequent period.March 31,20092010BRAIN TREE INTERNATIONAL, INC.Development Stage CompanyBALANCE SHEETS-unauditedMarch 31, 2010 and June 30. 2009BRAIN TREE INTERNATIONAL, INC. (A Development Stage Company) BALANCE SHEETS September 30, 2010 and June 30, 2010 (UNAUDITED) September 30, 2010 June 30, 2010 CURRENT ASSETS Cash $ 3,267 $ 5,338 Total Current Assets 3,267 5,338 9,447 9,636 Total Assets $ 12,714 $ 14,974 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes Payable-related party 65,000 65,000 Accrued interest payable-related party 12,510 11,188 Accounts payable 5,550 3,014 Total Current Liabilities 83,060 79,202 STOCKHOLDERS' DEFICIENCY Preferred Stock 3,000,000 shares authorized at $.001 par value; none outstanding Common stock 47,000,000 shares authorized, at $.001 par value; 35,031,558 shares issued and outstanding 35,032 35,032 Capital in excess of par value 129,246 129,246 Accumulated deficit during development stage (234,624) (228,506) Total Stockholders' Deficiency (70,346) (64,228) $12,714 $14,974 The accompanying notes are an integral part of these financial statements. BRAIN TREE INTERNATIONAL, INC.Development Stage CompanySTATEMENTS OF OPERATIONS BRAIN TREE INTERNATIONAL, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS - unaudited For the Three Months Ended September 30, 2010 and 2009 and the period July 26, 1983 (date of inception) to September 30, 2010 July 26, 1983 to September 30, 2010 September 30, 2009 September 30, 2010 REVENUES $ - $ - $ - EXPENSES Sales and administrative expenses 4,607 3,991 217,915 Amoritization 189 189 4,199 NET LOSS FROM OPERATIONS $ (4,796 ) $ (4,180 ) $ (222,114 ) Other Expenses Interest (1,322 ) (1,076 ) (12,510 ) NET LOSS $ (6,118 ) $ (5,256 ) $ (234,624 ) NET LOSS PER COMMON SHARE Basic and diluted $ - $ - WEIGHTED AVERAGE OUTSTANDING SHARES Basic and diluted (stated in 1000's) 35,032 35,032 The accompanying notes are an integral part of these financial statements. unauditedFor the Three and Nine Months Ended March 31, 2010 and 2009 and thePeriod July 26, 1983 (date of inception) to March 31, 2010The accompanying notes are an integral part of these financial statements.BRAIN TREE INTERNATIONAL, INC.Development Stage CompanySTATEMENT OF CASH FLOWS BRAIN TREE INTERNATIONAL, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS - unaudited For the Three Months Ended September 30, 2010 and 2009 and the period July 26, 1983 (date of inception) to September 30, 2010 July 26, 1983 to Sept 30, 2010 Sept 30, 2009 September 30, 2010 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (6,118 ) $ (5,256 ) $ (234,624 ) Adjustments to reconcile net loss to net cash provided by operating activities Stock issued for services - - 24,726 Amortization 189 189 4,199 Changes in accounts payable 2,536 (900 ) 5,550 Changes in accrued interest payable - related party 1,322 1,076 12,510 Net Cash (used in) Operating Activities (2,071 ) (4,891 ) (187,639 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of patent - (1,100 ) (13,646 ) Net Cash (used in) Investing Activities - (1,100 ) (13,646 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from note payable-related party - - 65,000 Contributions to capital - - 3,698 Proceeds from issuance of common stock - - 135,854 Net Cash provided by Financing Activities - - 204,552 Net Change in Cash (2,071 ) 5,991 3,267 Cash at Beginning of Period 5,338 7,488 - Cash at End of Period $ 3,267 $ 1,497 $ 3,267 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: Stock issued for services $ 24,726 The accompanying notes are an integral part of these financial statements. unauditedFor the Nine Months Ended March 31, 2010 and 2009 and thePeriod July 26, 1983 (date of inception) to March 31, 2010The accompanying notes are an integral part of these financial statements.March 31, (Continued)1.ORGANIZATIONcompany in accordance with SFAS 7.March 31,September 30, 2010, the Company had a net operating loss available for carryforward of $110,621.$120,587. The income tax benefit of approximately $ 33,00036,176 from the carryforward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has been unable to project a reliable estimated net income for the future. The net operating loss will expire starting in 2009 through 2030.March 31, 2010(continued)2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)Companycompany expenses advertising and market development costs as incurred.March 31, 20102. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)(apparatus,apparatus, method, and system for providing enhanced digital services using an analog broadcast license(.license. The Company is amortizing the patent over the estimated useful life of 20 years using the straight line method. The Company recorded amortization expense of $567$189 and $618$189 during the periods ended March 31,September 30, 2010 and JuneSeptember 30, 2009 respectively.shareholder.shareholder, Lane Clissold. The line of credit is convertible to common stock at $0.01 per share at the option of the principal shareholder. The interest rate is 10% per annum on the outstanding balance. The line of credit is unsecured and is due in full on December 31, 2010. The Company has borrowed $35,000 of the line of credit as of March 31,September 30, 2010. No value has been recognized for the conversion rights.an officer-director,a related party Lane Clissold, and additional equity investment, which will enable the Company to continue operations for the coming year.March 31,7. 7.The Company has not had any material subsequent event to report from March 31, 2010 to the date of this report.2.Management's2.Management's Discussion and Analysis of Financial Condition and Results of Operationsstockst ock at $0.01 per share. We have used to date $35,000 of the line of credit.Results of Operationsnine monththree-month period (“first quarter”) ended March 31,September 30, 2010, we did not realizerealized any revenues or for the three month period (“third quarter”) ended March 31, 2010.$3,260$4,796 for the thirdfirst quarter of fiscal year 20102011 compared to $1,125$4,180 for the corresponding 2009 fiscal year period an increase of 180% ($2,135) for the 2010 period. Expenses during the thirdfirst quarter of fiscal year 20102011 were primarily for administrative and interest expenses, which increased 1,000%15% ($1,596) and 84% ($492), respectively616) from the fiscal year 20092010 period. The thirdfirst quarter increase in administrative expenses was primarily attributed to a $71515% increase ($616) in accounting fees and a $600 increase in rentgeneral operating expenses.thirdfirst quarter of fiscal year 20102011 was $3,260$6,118 compared with a net loss of $1,125$5,256 for the thirdfirst quarter of fiscal year 2009.2010. The increase in the net loss during the third quarter is due the increasesprincipally to a 23% increase ($246) in administrative expenses, interest expenses, and amortization expenses.Total expenses were $13,499 for the nine month period ended March 31, 2010 compared to $11,815 for the corresponding period 2009, ana 15% increase of 14% for the 2010 period. Expenses for the 2010 nine month period were primarily for administrative and interest($616) in general operating expenses which increased 2%included a 33% increase ($208) and 64%200) in rent expense, a 25% increase ($1,359), respectively. The nine month increase in administrative expenses was primarily due to a 52% ($1,477) increase700) in accounting services $1800 increase in rent expense offset by a 94% decrease of 50% ($1,884)286) in legal expenses and a decrease of $450 in professional and filing fees.The net loss for the first nine months of fiscal year 2010 was $13,499 compared with a net loss of $11,815 for the first nine months of fiscal year end 2009 an increase of 14%. The increase in the net loss during the first nine months of fiscal year end was due to nominal increases in administrative and amortization expenses and a 64% increase ($1,359) in interest expenses.March 31,September 30, 2010 and June 30, 2009,2010, we had total assets consisting of cash and a patent net of amortization of $16,451$12,714 and $16,776,$14,974 respectively. Total liabilities at March 31,September 30, 2010 and June 30, 2009were $76,0662010 were $83,060 and $62,892,$79,202 respectively. Total liabilities at March 31,September 30, 2010 consisted of $1,200$2,000 for rent, $9,866$3,550 for accounting services, $12,510 in accrued interest and two demand notes in the amount of $30,000 and $35,000 issued to a principal stockholder. The notes are payable upon demand and bear interest rates respectively of 6% and 10%. Both note payables are convertible at the option of the note holder to Brain Tree common stock at $0.01 per share.March 31,September 30, 2010, we had cash on hand of $6,630,$3,267, negative working capital of a negative $69,436$79,793 and a stockholders’ deficiency of a negative $59,615.$70,346. At June 30, 2009,2010, we had cash on hand of $7,488,$5,338, negative working capital of a negative $55,404$73,864 and a stockholders’ deficiency of a negative $46,116.$25,000.$45,000. Otherwise, there are no firm commitments from anyone to advance future funds. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Furthermore, directors have agreed to defer any compensation until such time as business warrants the payment of such.2010.2011. If additional equipment does become necessary, management believes that we may have to seek outside financing to acquire the equipment or assets.InflationWe have no off-balance sheet arrangements.the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;the ability to complete development of our technology;the ability to secure necessary broadcast license, if required;uncertainties involved in the rate of growth of our business and acceptance of our technology;! the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations; ! the ability to complete development of our technology; ! the ability to secure necessary broadcast license, if required; ! uncertainties involved in the rate of growth of our business and acceptance of our technology; anticipated size or trends of the market segments in which we will compete and the anticipated competition in those markets;! anticipated size or trends of the market segments in which we will compete and the anticipated competition in those markets; ! volatility of the stock market; and volatility of the stock market; and! general economic conditions. general economic conditions.Item 3.Quantitative and Qualitative Disclosures About Market Risk.This item is not required for a smaller reporting company.Item 4(T).Controls and Procedures.March 31,September 30, 2010, our disclosure controls and procedures were effective.thirdfirst quarter of fiscal 2010.2011. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the thirdfirst quarter of fiscal 20102011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Item 1.Legal ProceedingsItem 1A.This item is not required for a smaller reporting company.Item 2.This Item is not applicable.Item 3.This Item is not applicable.Item 4.This Item is not applicable.(Removed and Reserved)Item 5.This Item is not applicable.Item 6.SIGNATURESBRAIN TREE INTERNATIONAL, INC. Date: May 13, 2010By:/S/DONNAT.NORMANDate: November 15, 2010 President, C.E.O. and DirectorDonna T. Norman President, C.E.O. and Director Date: May 13,November 15, 2010GEORGEI.NORMAN,IIIGeorge I. Norman, III Vice President and Director (Principal Financial Officer) (Principal Accounting Officer) Vice President and Director(Principal Financial Officer)(Principal Accounting Officer)