UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2009
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-126654
Registrant, State of Incorporation, Address and Telephone Number
_____________________________
BIRCH BRANCH, INC.
------------------------
(a Colorado corporation)
2560 W. Main Street, Suite 200
Littleton, CO 80120
(303) 794-9450
I.R.S. Employer Identification Number 84-1124170
_____________________________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 preceding 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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 [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
Common Stock, no par value - $196,288 as of December 31, 2008
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common Stock, no par value - 1,708,123 shares, as of September 30, 2009
Documents Incorporated By Reference. None.
Birch Branch, Inc.
Annual Report on Form 10-K
For the Fiscal Year Ended June 30, 2009
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 7
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 9
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 11
Item 8. Financial Statements and Supplementary Data 11
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 11
Item 9A. Controls and Procedures 11
Item 9B. Other Information 12
PART III
Item 10. Directors, Executive Officers and Corporate Governance 13
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 14
Item 13. Certain Relationships and Related Transactions, and
Director Independence 15
Item 14. Principal Accountant Fees and Services 16
PART IV
Item 15. Exhibits, Financial Statement Schedules 18
PART I
Item 1. Business
References in this annual report to "the Company," "we," "us," and "our," refer
to Birch Branch, Inc., unless the context indicates otherwise.
Cautionary Statements Under the Private Securities Litigation Reform Act of 1995
Forward-Look Statements
Disclosures included in this Form 10-K contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933. as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements may be identified by words such as "anticipate," "plan," "believe,"
"seek," "estimate," "expect," "could," and words of similar meanings and
include, without limitation, statements about the expected future business and
financial performance of Birch Branch, Inc. such as financial projections, any
statements of the plans, strategies and objectives of management for future
operations; any statements concerning proposed new products or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements are based on management's current expectations and
assumptions, which are inherently subject to uncertainties, risks, and changes
in circumstances that are difficult to predict. Investors and others should
consider the cautionary statements and risk factors discussed in Item 1A below.
Actual outcomes and results may differ materially from these expectations and
assumptions because of changes in political, economic, business, competitive,
market, regulatory, and other factors. You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date of this
Report. Birch Branch Inc. undertakes no obligation to update publicly or review
any forward-looking statements, whether as a result of new information, future
developments or otherwise, except as required by law.
Overview
Birch Branch, Inc. ("Birch Branch") was incorporated on September 28, 1989
in Colorado. We were previously a wholly-owned subsidiary of Pride Holdings,
Inc. ("Pride Holdings"). Pride Holdings is a wholly-owned subsidiary of Pride,
Inc. ("PRIDE"). PRIDE was a wholly-owned subsidiary of Prime Rate Income &
Dividend Enterprises, Inc. ("PIDV"). On November 12, 2002, the directors of PIDV
approved, subject to the effectiveness of a registration with the Securities and
Exchange Commission, the pro rata spin-off of PRIDE to the PIDV shareholders of
record on November 26, 2002 on a pro rata basis, exclusive of shares issued to
U.S. Medical Systems, Inc. ("USMS") shareholders effective November 12, 2002.
PIDV entered into a share exchange agreement with USMS whereby USMS became a
wholly-owned subsidiary of PIDV. This business combination completed in
November, 2002, was accounted for as a reverse acquisition of PIDV since the
former controlling shareholders of USMS controlled PIDV after the transaction.
Simultaneous with the spin-off of PRIDE, the directors of PRIDE and Pride
Holdings. determined that Birch Branch should also be distributed in the same
manner to the same qualified PIDV shareholders. Birch Branch was the owner of
five residential lots comprising a total of eight acres in Nebraska. Since Birch
Branch desired to develop this property and needed additional capital to fund
this development, it was determined that it was in the best interest of PRIDE'S
shareholders to spin-off Birch Branch to the same PIDV qualified shareholders.
On September 26, 2006 we 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 our outstanding common stock, we
would issue 10,269,528 shares of common stock to acquire all of the outstanding
common stock of FAN. Additionally, we were to divest ourselves of our real
estate assets by conveying these assets to our President in exchange for the
assumption of all the parent company debt and cancellation of 16,667 (post
split) shares of our common stock held by our President and transferred to the
Company. The Company's then President was to convey for cancellation an
additional 16,667 shares (post split) of our 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.
1
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.
Also 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 ours and Michael L. Schumacher, our then 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 our common stock to Investor for an aggregate of
$450,000 cash. As a result of the purchase of the shares of our common stock,
Investor owned approximately 59.81% of the our issued and outstanding shares of
common stock, at that time of the Stock Purchase Agreement closing, which
resulted in a change in control of the Company.
We currently have no operations and since July 1, 2002 have been considered
a development stage enterprise. Effective December 6, 2006 we intend to evaluate
structure and complete a merger with, or acquisition of, prospects consisting of
private companies, partnerships or sole proprietorships.
General Business Plan
We propose to seek, investigate and, if warranted, acquire an interest in
one or more business ventures. Our strategy is directed on ventures which are
developing companies or established businesses that desire to have a public
trading market for its common stock. After we have conducted a merger or
acquisition, the surviving entity will be us; however, management from the
acquired entity will in all likelihood be retained to operate us. Due to an
absence of capital available for investment by us, the types of business seeking
to be acquired by us will likely be small and high risk. In all likelihood, a
business opportunity will involve the acquisition of or merger with a
corporation which desires to establish a public trading market for its common
stock.
We do not propose to restrict our search for investment opportunities to
any particular industry or geographical location and may, therefore, engage in
essentially any business, anywhere, to the extent of our limited resources.
It is anticipated that business opportunities will be sought by us from
various sources throughout the United States, including our officer and
director, significant shareholders, professional advisors such as attorneys and
accountants, securities broker dealers, venture capitalists, members of the
financial community, other businesses and others who may present solicited and
unsolicited proposals. Our management believes that business opportunities and
ventures will become available to it due to a number of factors, including,
among others: (1) management's willingness to enter into unproven, speculative
ventures; (2) management's contacts and acquaintances; and (3) our flexibility
with respect to the manner in which it may structure a potential financing,
merger or acquisition. However, there is no assurance that we will be able to
structure, finance, merge with or acquire any business opportunity or venture.
Operation of Birch Branch
We intend to search throughout the United States for a merger or acquisition
candidate; however, because of our lack of capital, we believe that the merger
or acquisition candidate will be conducting business within a limited
geographical area. We intend to maintain our corporate headquarters and
principal place of business at 2560 W. Main Street, Suite 200, Littleton,
Colorado 80120. All corporate records will be maintained at said office, and it
is anticipated that all shareholders' meetings will take place in Colorado. In
the event that a merger or acquisition of us takes place, no assurance can be
given that the corporate records or headquarters will continue to be maintained
at Littleton, Colorado, or that shareholders' meetings will be held in Colorado.
Our management and other related parties will seek acquisition/merger
candidates or orally contact individuals or broker dealers and advise them of
the availability of the Company as an acquisition candidate. Our management
along with other related parties will review material furnished to them by the
proposed merger or acquisition candidates and will ultimately decide if a merger
or acquisition is in the best interests of the Company and it's shareholders.
2
We may employ outside consultants until a merger or acquisition candidate
has been targeted by us, however, management believes that it is impossible to
consider the criteria that will be used to hire such consultants. While we may
hire independent consultants, the Company has not considered any criteria
regarding their experience, the services to be provided, or the term of service.
As of the date hereof, and as disclosed herein, there are no other plans for
accomplishing our business plan.
Selection of Opportunities
The analysis of new business opportunities will be undertaken by or under
the supervision of our executive officer and other related parties, who are not
professional business analysts and have had little previous training in business
analysis. Inasmuch as we have limited funds available to us in our search for
business opportunities and ventures, we will not be able to expend significant
funds on a complete and exhaustive investigation of such business or
opportunity. We will, however, investigate, to the extent believed reasonable by
our management, such potential business opportunities or ventures.
As part of our investigation, a representative of us may meet personally
with management and key personnel of the firm sponsoring the business
opportunity, visit and inspect plants and facilities, obtain independent
analysis or verification of certain information provided, check references of
management and key personnel, and conduct other reasonable measures, to the
extent of our limited financial resources and management and technical
expertise.
Prior to making a decision to participate in a business opportunity or
venture that is a statutory merger or conversion, we will generally request that
it be provided with written materials regarding the business opportunity
containing such items as a description of products, services and company
history, management resumes, financial information, available projections with
related assumptions upon which they are based, evidence of existing patents,
trademarks or service marks or rights thereto, current and proposed forms of
compensation to management, a description of transactions between the
prospective entity and its affiliates during relevant periods, a description of
current and required facilities, an analysis of risks and competitive
conditions, and other information deemed relevant.
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and costs for accountants, attorneys and others. In order to meet our
liquidity needs during the next fiscal year, we may receive additional financing
from our officer, director and stockholders.
We will have unrestricted flexibility in seeking, analyzing and
participating in business opportunities. In our efforts, we will consider the
following kinds of factors:
o Potential for growth, indicated by new technology, anticipated market
expansion or new products;
o Competitive position as compared to other firms engaged in similar
activities;
o Strength of management;
o Capital requirements and anticipated availability of required funds
from future operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other sources;
and
o Other relevant factors.
Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Potential investors must recognize that due to
our limited capital available for investigation and management's limited
experience in business analysis, we may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.
We are unable to predict when we may participate in a business opportunity.
We expect, however, that the analysis of specific proposals and the selection of
a business opportunity may take several months or more.
Form of Merger or Acquisition
The manner in which we participate in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of us and the merger
or acquisition candidate, and the relative negotiating strength of us and such
merger or acquisition candidate. The exact form or structure of our
participation in a business opportunity or venture will be dependent upon the
needs of the particular situation. Our participation may be structured as an
asset purchase, a partnership, a merger, or an acquisition of securities or such
other form as our management deems appropriate.
3
As set forth above, we may acquire participation in a business opportunity
through the issuance of our common stock or other securities in us. Although the
terms of any such transaction cannot be predicted, it should be noted that in
certain circumstances the criteria for determining whether or not an acquisition
is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal
Revenue Code of 1954, as amended, may depend upon the issuance to the
shareholders of the acquired company of at least 80% of the common stock of the
combined entities immediately following the reorganization. If a transaction
were structured to take advantage of these provisions rather than other "tax
free" provisions provided under the Internal Revenue Code, all prior
shareholders may, in such circumstances, retain 20% or less of the total issued
and outstanding common stock. If such a transaction were available to us, it may
be necessary to obtain shareholder approval to effectuate a reverse stock split
or to authorize additional shares of common stock prior to completing such
acquisition. This could result in substantial additional dilution to the equity
of those who were our shareholders prior to such reorganization. Further,
extreme caution should be exercised by any investor relying upon any tax
benefits in light of the proposed new tax laws. It is possible that no tax
benefits will exist at all. Prospective investors should consult their own
legal, financial and other business advisors.
Our present management and shareholders will in all likelihood not have
control of a majority of our voting shares following a reorganization
transaction. In fact, it is probable that the shareholders of the acquired
entity will gain control of us. The terms of sale of the shares presently held
by our management may not be afforded to our other shareholders. As part of any
transaction, our director may resign and new directors may be appointed without
any vote by the shareholders.
We have an unwritten policy that it will not acquire or merge with a
business or company in which our management or our affiliates or associates
directly or indirectly have a controlling interest. Our management is not aware
of any circumstances under which the foregoing policy will be changed and our
management, through its own initiative, will not change said policy.
Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended, we will be required to obtain and file with the SEC audited
financial statements of an acquired company within four days from the date the
transaction is completed.
Competition
We will remain an insignificant participant among the firms which engage in
the acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than us. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.
Government Regulation
We are subject to the disclosure requirements of the SEC. In addition,
certain provisions of the Sarbanes-Oxley Act of 2002 either are or, by June 30,
2010, may become, applicable to the Company, which could affect the willingness
of companies to enter into a business combination with the Company. The SEC and
other federal agencies and state legislatures could adopt rules or laws that
restrict "reverse mergers" of a nature we may consider. We also may be subject
to increased governmental regulation following any business combination or other
transaction we may consummate. It is impossible to predict the nature or
magnitude of such regulation, if any.
Employees
We currently have no employees. Our officer has agreed to allocate a
portion of his time to the activities of us, without compensation and we expect
to continue to use, consultants, attorneys and accountants as necessary. It is
not expected that we will have any full-time or other employees, except as may
result as a result of consummating a business combination or other transaction.
4
Item 1A. Risk Factors
Cautionary Statements Regarding Future Results of Operations
You should read the following cautionary statements in conjunction with the
factors discussed elsewhere in this and other of our filings with the Securities
and Exchange Commission (SEC) and in materials incorporated by reference in
these filings. These cautionary statements are intended to highlight certain
factors that may affect our financial condition and results of operations and
are not meant to be an exhaustive discussion of risks that apply to companies
like ours. Like other companies, we are susceptible to macroeconomic downturns
in the United States or abroad that may affect the general economic climate and
our performance.
No operating history or revenue and minimal assets.
We have very limited operating history and no revenues or earnings from
operations. There are no significant assets or financial resources. We will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in our
incurring a net operating loss which will increase continuously until we can
consummate a business combination with a target company. There is no assurance
that we can identify such a target company and consummate such a business
combination.
Adequate financing may not be available when needed.
We entered into a Revolving Credit Agreement with our major shareholders on
January 23, 2007, to borrow up to $250,000 to fund operating activities. 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. Failure to obtain
financing when needed could result in curtailing operations, acquisitions or
mergers and investors could lose some or all of their investment.
Speculative nature of our proposed operations.
The success of our proposed plan of operation will depend to a great extent
on the operations, financial condition and management of the identified target
company. While our management would prefer business combinations with entities
having established operating histories, there can be no assurance that we will
be successful in locating candidates meeting such criteria. In the event that we
complete a business combination, of which there can be no assurance, the success
of our operations will be dependent upon the management of the target company
and numerous other factors beyond our control.
Scarcity of and competition for business opportunities and combinations.
We are and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which maybe merger or
acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete with numerous other small
public companies in seeking merger or acquisition candidates.
No agreement for business combination or other transaction - - No standards for
business combination.
We have no current arrangement, agreement or understanding with respect to
engaging in a merger with or acquisition of a specific business entity. There
can be no assurance that we will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination. Our
management has not identified any particular industry or specific business
within an industry for evaluation by us. There is no assurance that we will be
able to negotiate a business combination on terms favorable to us. We have not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which we would require a target
company to have achieved, or without which we would not consider a business
combination with such business entity. Accordingly, we may enter into a business
combination with a business entity having no significant operating history,
losses, limited or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.
Continued management control, limited time availability.
While seeking a business combination, management anticipates devoting only
a limited amount of time per month to our business. Our officer has not entered
into a written employment agreement with us and is not expected to do so in the
foreseeable future. We have not obtained key man life insurance on our officer
or director. Notwithstanding the combined limited experience and time commitment
of our management, loss of the services of this individual would adversely
affect development of our business and its likelihood of continuing operations.
Conflicts of interest - - General.
Our officer and director participates in other business ventures which may
compete directly with us. We have an unwritten policy that we will not acquire
or merge with a business or company in which our management or their affiliates
or associates directly or indirectly have a controlling interest. Our management
is not aware of any circumstances under which the foregoing policy will be
changed and our management, through their own initiative, will not change said
policy. Refer to "ITEM 13. Certain Relationships and Related Transactions, and
Director Independence."
Reporting requirements may delay or preclude acquisitions.
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act")
requires companies subject thereto to provide certain information about
significant acquisitions including certified financial statements for the
company acquired covering one or two years, depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target companies to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by us.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.
Lack of market research or marketing organization.
We have neither conducted, nor have others made available to us, market
research indicating that demand exists for the transactions contemplated by the
Company. Even in the event demand exists for a merger or acquisition of the type
contemplated by the Company, there is no assurance that we would be successful
in completing any such business combination.
Lack of diversification.
Our proposed operations, even if successful, will in all likelihood result
in us engaging in a business combination with only one business entity.
Consequently, our activities will be limited to those engaged in by the business
entity which we merge with or acquire. Our inability to diversify our activities
into a number of areas may subject us to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
our operations.
Regulation under Investment Company Act.
Although we will be subject to regulation under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
any violation of such Act could subject us to material adverse consequences.
Probable change in control and management.
A business combination involving the issuance of our common stock will, in
all likelihood, result in shareholders of a target company obtaining a
controlling interest in us. Any such business combination may require our
shareholders to sell or transfer all or a portion our common stock held by them.
The resulting change in control of the Company will likely result in removal of
our present officer and director and a corresponding reduction in or elimination
of their participation in our future affairs.
Reduction of percentage share ownership following business combination.
Our primary plan of operation is based upon a business combination with a
business entity which, in all likelihood, will result in us issuing securities
to shareholders of such business entity. The issuance of previously authorized
and unissued common stock of us would result in a reduction in percentage of
shares owned by our present shareholders and would most likely result in a
change in control and management of the Company.
6
No dividends.
We have not paid dividends on our common stock to date and we do not
presently intend to pay dividends prior to the consummation of a business
combination. The payment of dividends after a business combination, if any, will
be contingent upon the Company's revenues and earnings, if any, capital
requirements and general financial condition subsequent to consummation of a
business combination. The payment of any dividends subsequent to consummation of
a business combination will be within the discretion of our then Board of
Directors. It is the present intention of the Board of Directors to retain all
earnings, if any, for use in our business operations and, accordingly, the Board
does not anticipate paying any cash dividends in the foreseeable future.
Taxation.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination that we may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. We intend
to structure any business combination so as to minimize the federal and state
tax consequences to both us and the target company; however, there can be no
assurance that such business combination will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
Requirement of audited financial statements may disqualify business
opportunities.
Our management will request that any potential business opportunity provide
audited financial statements. One or more attractive business opportunities may
choose to forego the possibility of a business combination with us rather than
incur the expenses associated with preparing audited financial statements. In
such case, we may choose to obtain certain assurances as to the target company's
assets, liabilities, revenues and expenses prior to consummating a business
combination, with further assurances that an audited financial statement would
be provided after closing of such a transaction. Closing documents relative
thereto may include representations that the audited financial statements will
not materially differ from the representations included in such closing
documents.
Restriction on Rule 144 sales for a "blank check "company may discourage
potential business combinations.
Effective February 15, 2008, the U. S. Securities and Exchange Commission
(the "SEC") approved amendments to Rule 144 of the Securities Act of 1933 ("Rule
144"). The amended rules include new treatment for the sale of shares of a
"shell company' which includes a "blank check" company and applies to us. Under
the amended rules, Rule 144 cannot be relied upon for the resale of restricted
or unrestricted securities originally issued by a shell company or an issuer
that at any time has been a shell company unless (i) the issuer has ceased to be
a shell company; (ii) the issuer is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act and has filed all required reports
during the 12 months preceding the Rule 144 sale and (iii) at least one year has
elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting that the entity is no longer a shell company.
The foregoing restrictions on the use of Rule 144 for the sale of
securities issued by a shell company may reduce the attractiveness of us as a
business combination candidate and accordingly, there may be more limited
potential business opportunities that are willing to enter into a business
combination with any company that is currently or in the last year has been a
shell company, including us.
Compliance with changing corporate governance regulations and public disclosures
may result in additional risks and exposures.
Changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002 and new
regulations from the SEC, have created uncertainty for public companies such as
ours. These laws, regulations, and standards are subject to varying
interpretations in many cases and as a result, their application in practice may
evolve over time as new guidance is provided by regulatory and governing bodies.
This could result in continuing uncertainty regarding compliance matters and
higher costs necessitated by ongoing revisions to disclosure and governance
practices. As a result, our efforts to comply with evolving laws, regulations,
and standards have resulted in, and are likely to continue to result in,
increased expenses and significant management time and attention.
7
The current crisis in global credit and financial markets could materially and
adversely affect our business.
As has been widely reported, global credit and financial markets have been
experiencing extreme disruptions in recent months, including severely diminished
liquidity and credit availability, declines in consumer confidence, declines in
economic growth, increases in unemployment rates, and uncertainty about economic
stability. There can be no assurance that there will not be further
deterioration in credit and financial markets and confidence in economic
conditions. These economic uncertainties affect businesses such as ours in a
number of ways, making it difficult to accurately forecast and plan our future
business activities. The current tightening of credit in financial markets and
the general economic downturn has led consumers and businesses to postpone
spending, which has caused uncertainty in our possible merger candidates. We are
unable to predict the likely duration and severity of the current disruptions in
the credit and financial markets and adverse global economic conditions and if
the current uncertain economic conditions continue or further deteriorate our
business and results of operations could be materially and adversely affected.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We currently have no properties and at this time have no agreements to
acquire any properties. 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 have paid $18,000 for
these expenses for the year ended June 30, 2009.
There are no agreements or understandings with respect to the office
facility subsequent to the completion of an acquisition. Upon a merger or
acquisition, we intend to relocate our office to that of the acquisition
candidate.
Item 3 Legal Proceedings.
We are not currently involved in any legal proceedings and no such
proceedings are known by us to be threatened or contemplated against us.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to security holders for a vote during the quarter
ended June 30, 2009.
8
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
Our common stock is quoted on the OTC Bulletin Board under the Symbol BRBH.
There is only a limited trading market for our stock and our stockholders may
find it difficult to sell their shares. As reported by the OTC BB, our stock has
had a high of $1.06 and a low of $0.30 for the fiscal year ended June 30, 2009.
Holders
As of September 30, 2009, we had approximately 385 holders of record of our
common stock.
Dividends
We have not paid, nor declared, any dividends since our inception and do not
intend to declare any such dividends in the foreseeable future. Our management
anticipates that earnings, if any, will be retained to fund our working capital
needs and the expansion of our business. The paying of any dividends is in the
discretion of our Board of Directors.
Item 6. Selected Financial Data
As a "smaller reporting company" as defined by Item 10 of Regulation S-K,
we are not required to provide this information.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
You should read the following discussion and analysis in conjunction with
our financial statements, including the notes thereto contained in this report.
This discussion contains forward-looking statements that involve risks,
uncertainties and assumptions. Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of a variety
of certain factors, including those set forth under "Risk Factors" and elsewhere
in this report.
Overview
We were formed to pursue real estate development in Nebraska and were
incorporated in the State of Colorado on September 28, 1989. On December 6,
2006, all real estate property was sold through an Asset Purchase Agreement
between the Company and our then President ("Purchaser"). We received 4,167
shares of our common stock owed 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.
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 our common stock to Investor for an aggregate of
$450,000 cash. As a result of the purchase of the shares of our common stock
Investor owns approximately 59.81% of our issued and outstanding shares of
common stock which resulted in a change in control of the Company.
Currently, we are in the development stage and have not yet realized any
revenues from our planned operations. Our business plan is to evaluate structure
and complete a merger with, or acquisition of, prospects consisting of private
companies, partnerships or sole proprietorships.
Although we have not entered into any definitive agreement regarding a
merger our management anticipates seeking out a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar persons, the use of one or
more World Wide Web sites and similar methods. No estimate can be made as to the
number of persons who will be contacted or solicited. Our management may engage
in such solicitation directly or may employ one or more other entities to
conduct or assist in such solicitation.
9
We have no full time employees. Our officer has agreed to allocate a portion
of his time to the activities of us, without compensation.
Results of Operations
For year ended June 30, 2009, compared the year ended June 30, 2008.
Revenue. No operating revenues were generated during the year ended June
30, 2009 and June 30, 2008.
Operating Expenses. Total operating expenses were $31,135 and $45,192,
respectively for the year ended June 30, 2009 and for the year ended June 30,
2008. Operating expenses consisted of professional, management and filing fees.
Other income (expense). Other income (expense) were $(5,745) and $20,535,
respectively for the year ended June 30, 2009 and for the year ended June 30,
2008. In January 2008, we received a $25,000 deposit in connection with a
potential share exchange transaction with a third party. The potential share
transaction did not close due to contingencies not met by the third party;
therefore the $25,000 deposit was forfeited by the third party to the Company.
For year ended June 30, 2008, compared the year ended June 30, 2007.
Revenue. No operating revenues were generated during the year ended June 30,
2008 and June 30, 2007.
Operating Expenses. Total operating expenses from continuing operations were
$45,192 and $39,716, respectively for the year ended June 30, 2008 and the year
ended June 30, 2007. Operating expenses consist of professional, management and
filing fees.
Other income (expense). Other income (expense) were $20,535 and ($980),
respectively for the year ended June 30, 2008 and for the year ended June 30,
2007. In January 2008, we received a $25,000 deposit in connection with a
potential share exchange transaction with a third party. The potential share
transaction did not close due to contingencies not met by the third party;
therefore the $25,000 deposit was forfeited by the third party to the Company.
Liquidity and Capital Resources
As of June 30, 2009, we had $3,868 in cash and cash equivalents and a
working capital deficit of $88,577.
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 June 30, 2009, $78,000 was
borrowed under this agreement with $8,753 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 June 30, 2009.
Item 7A. 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.
10
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets as of June 30, 2009 and 2008 F-3
Statements of Operations for the years ended June 30, 2009,
2008 and from July 1, 2002 (date of commencement of
development stage) through June 30, 2009 F-4
Statements of Changes in Stockholders' (Deficit) from
July 1, 2002 (date of commencement of development
stage) through June 30, 2009 F-5
Statements of Cash Flows for the Years Ending June 30, 2009,
2008 and from July 1, 2002 (date of commencement of
development stage) through June 30, 2009 F-6
Notes to Financial Statements F-7
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
On May 11, 2009, the Company dismissed Ronald R. Chadwick, PC (the "Former
Auditor") as the Company's independent registered public accounting firm. On
that same date, the Company engaged Cordovano and Honeck, LLP ("the New
Auditor"), as its new independent registered public accounting firm for its
fiscal year ending June 30, 2009. The Company's decision to engage the New
Auditor was approved by its Board of Directors.
The report on the financial statements prepared by the Former Auditor for
the fiscal years ended June 30, 2007 and June 30, 2008, did not contain an
adverse opinion or a disclaimer of opinion, nor was it qualified or modified as
to audit scope or accounting principals. However, the report included a going
concern qualification. We did not have any disagreements with the Former Auditor
on any accounting principals or practices, financial statement disclosure, or
auditing scope or procedure.
Neither the Company nor anyone on our behalf consulted the New Auditor, on
any matter relating to the application of accounting principles to a specified
completed or contemplated transaction or the type of audit opinion that might be
rendered on our financial statements.
Item 9A. 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.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(c) and (d)
of the Exchange Act. Our internal controls are designed to provide reasonable
assurance that the reported financial information is presented fairly, financial
disclosures are adequate and that the judgments inherent in the preparation of
financial statements are reasonable and in accordance with generally accepted
accounting principles of the United States of America (GAAP). Because of its
inherent limitations, a system of internal control over financial reporting can
provide only reasonable assurance and may not prevent or detect misstatements.
Therefore, even those systems determined to effective can provide only
reasonable assurance with respect to the financial statement preparation and
presentation. Further, because of changes in conditions, effectiveness of
internal control over financial reporting may vary over time. Management
conducted its evaluation of the effectiveness of our internal controls over
financial reporting based on the framework set forth by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission. Based on this
evaluation, we concluded that our internal control over financial reporting was
effective as of June 30, 2009.
11
The annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's
report in this annual report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting
during the latest fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
12
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The following sets forth certain information regarding each of our
directors and executive officer:
Name Age Position Director or Officer Since
-------------- --- ------------------------------------ -------------------------
Timothy Brasel 51 President, Chief Executive Officer, June 2009
Chief Financial Officer and Director
All officers hold their positions at the will of the Board of Directors.
All directors hold their positions for one year or until their successors are
elected and qualified.
The following is a summary of our director and executive officer business
experience.
Timothy Brasel - President, Chief Executive Officer, Chief Financial Officer
and Director, As of June 30, 2009, Mr. Brasel became the President, Chief
Executive Officer, Chief Financial and Director of Birch Branch, Inc., a public
shell company. From June 2009 to present, Mr. Brasel has been President, Chief
Executive Officer and Chief Financial Officer and since March 2008 a Director of
Princeton Acquisitions Inc., a public shell company. From 1987 to present, Mr.
Brasel has been President and a Director of Bleu Ridge Consultants, Inc. Mr.
Brasel currently devotes the majority of his time to managing his various
business investments. From 2001 to 2003, Mr. Brasel was a Director in Mountain
States Lending, Inc. Over five years ago, Mr. Brasel served as a director of six
publicly held shells. These companies are ILMI Corporation, Studio Capital
Corp., Calneva Capital Corp., Zirconium Capital Corp., Hightop Capital Corp.,
and Royal Belle Capital Corp. From December 1996 until September 1998, he served
as President and Director of Cypress Capital, Inc., which completed an
acquisition of Terra Telecommunications, Inc. during September 1998. From
September 1995 until January 1999, he served as President and a Director of High
Hopes, Inc., which completed an acquisition of certain technology from Sanga
e-Health LLC during January 1999. From May 1995 until August 1997, Mr. Brasel
served as President and a director of Universal Capital Corp., which completed
an acquisition of Remarc International Inc. during August 1997. From February
1996 until February 1997, Mr. Brasel served as President and a director of
Capital 2000, Inc. which completed an acquisition of United Shields Corporation
in February 1997. From July 1996 until December 1997, Mr. Brasel served as
President and a director of Mahogany Capital, Inc., which completed an
acquisition of Pontotoc Production Company, Inc. during December 1997. From July
1996 until May 1998, Mr. Brasel served as President and a director of Walnut
Capital, Inc., which completed a merger with Links Ltd. during May 1998. From
March 1990 until September 1994, Mr. Brasel served as President, Secretary,
Treasurer and a Director of Prentice Capital, Inc., a publicly held blank-check
company which completed an acquisition of Universal Footcare, Inc. From March
1990 until August 1993, Mr. Brasel was President, Secretary and a director of
Brasel Ventures, Inc., a publicly held blank-check company, which completed an
acquisition of American Pharmaceutical Company. Mr. Brasel received a Bachelor
of Science degree in Business Administration from Morningside College, Sioux
City, Iowa.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our director,
officer and holders of more than ten percent of our common stock to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of our common stock and other equity securities. We
believe that during and for the fiscal year ended June 30, 2009, our officer,
director and greater than ten percent beneficial owners complied with all
Section 16(a) filing requirements.
Code of Ethics
We have not adopted a Code of Business Conduct and Ethics that applies to
our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. Given
the nature of our business, our limited stockholder base and current composition
of management, the board of directors does not believe that we require a code of
ethics at this time. The board of directors takes the position that management
of a target business will adopt a code of ethics that will be suitable for its
operations after we consummate a business combination.
13
Nominating Committee
We have not adopted any procedures by which security holders may recommend
nominees to our board of directors.
Audit Committee
The board of directors has not established an audit committee nor adopted
an audit committee charter, rather, the entire board of directors serves the
functions of an audit committee. Given the nature of our business, our limited
stockholder base and current composition of management, the board of directors
does not believe that we require an audit committee at this time. The board of
directors takes the position that management of a target business will establish
an audit committee and adopt an audit committee charter that will be suitable
for its operations after we consummate a business combination.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Our officer and director does not receive any compensation for services
rendered, hase not received such compensation in the past, and is not accruing
any compensation pursuant to any agreement with our Company. Our officer and
director is reimbursed for expenses incurred on our behalf. Our officer and
director will not receive any finder's fee as a result of his efforts to
implement the business plan outlined herein. However, our officer and director
anticipate receiving benefits as a beneficial shareholder of our common stock.
We have not adopted any retirement, pension, profit sharing, stock option
or insurance programs or other similar programs for the benefit of our
employees.
Employment Contracts
There are no employment contracts between us and our officer and director.
Post-Employment Compensation, Pension Benefits, Nonqualified Deferred
Compensation
There were no post-employment compensation, pension or nonqualified
deferred compensation benefits earned by our executive officer during the year
ended June 30, 2009.
Director Compensation
Our director has received no compensation during the year ended June 30,
2009.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
ownership of our Common Stock as of the September 30, 2009, by (i) each person
who is known by us to own of record or beneficially more than 5% of our Common
Stock, (ii) each of our directors and officers. Unless otherwise indicated, the
stockholders listed in the table have sole voting and investment powers with
respect to the shares of Common Stock.
14
Percent
Ownership
Name and Address Number of Shares Common (1)
- ------------------------------------------------ ---------------- ----------
Timothy Brasel (2) 752,590 44.1%
5770 South Beech Court
Greenwood Village, CO 80121
--------------- ----------
All officer and director as a group (1 person) 752,590 44.1%
Mathis Family Partners, LTD 384,296 22.5%
2560 W. Main Street, Suite 200
Littleton, CO 80123
Lazzeri Family Trust 384,296 22.5%
2560 W. Main Street, Suite 200
Littleton, CO 80123
(1) Percentages are rounded to the nearest one-tenth of one percent.
Percentages are based on 1,708,123 shares of common stock outstanding.
(2) Includes shares either held directly, as custodian for a minor child
or through entities that are controlled by Timothy Brasel.
Item 13. Certain Relationships and Related Transactions, and Director
Independence
Related Party Transactions
We have no properties and at this time have no agreements to acquire any
properties. 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 $18,000 for these expenses for the year
ended June 30, 2009.
Conflicts of Interest
Our management has adopted certain policies involving possible conflicts of
interest, including prohibiting any of the following transactions involving
management, promoters, shareholders or their affiliates: (i) Any lending by us
to such persons; (ii) The issuance of any additional securities to such persons
prior to a business combination except for fair and adequate payment; (iii) The
entering into any business combination or acquisition of assets in which such
persons have any interest, direct or indirect; or (iv) The payment of any
finder's fees to such persons. These policies have been adopted by our Board of
Directors, and any changes in these provisions require the approval of the Board
of Directors. Our management does not intend to propose any such action and does
not anticipate that any such action will occur. There are no binding guidelines
or procedures for resolving potential conflicts of interest. Failure by our
management to resolve conflicts of interest in favor of us could result in
liability of our management to us. However, any attempt by shareholders to
enforce a liability of our management to us would most likely be prohibitively
expensive and time consuming.
Director Independence
We have not established our own definition for determining whether our
director and nominees for directors are "independent" nor have we adopted any
other standard of independence employed by any national securities exchange or
inter-dealer quotation system.
Our current management cannot predict whether incoming management of a
target business upon the consummation of a business combination, if such
transaction occurs, will adopt a definition of "independence" or establish any
committees of the board, such as an audit committee, a compensation committee or
nominating committee.
15
Item 14. Principal Accounting Fees and Services
Audit Fees
We paid Ronald R. Chadwick, P.C., a total of $4,500 for fiscal year ended
June 30, 2008 for professional services rendered for the audit of our annual
financial statements, the reviews of financial statements included in our Forms
10-KSB and 10-Q and for any other services that are normally provided by our
independent auditors in connection with our statutory and regulatory filings or
engagements.
We paid Ronald R. Chadwick, P.C., a total of $6,250 for fiscal year ended
June 30, 2009 for professional services rendered for the reviews of financial
statements included in our Form 10-Q for September 30, 2008 and December 31,
2008.
We paid Cordovano and Honeck LLP, a total of $1,000 for the fiscal year
ended June 30, 2009 for professional services rendered for the reviews of our
financial statements included in our Form 10-Q for March 31, 2009.
Audit Related Fees
There were no fees billed for services reasonably related to the
performance of the audit or review of our financial statements outside of those
fees disclosed above under "Audit Fees" for fiscal years 2009 and 2008.
Tax Fees
For the Company's fiscal year ended June 30, 2009 and 2008, we were not
billed for professional services rendered for tax compliance, tax advice and tax
planning, as these services were provided as part of the administrative support
reimbursement provided by a company controlled by one of our stockholders.
All Other Fees
None.
Audit Committee's Pre-Approval Process
We have not established an audit committee nor adopted an audit committee
charter. Rather, it is the responsibility of the entire board of directors to
serve the functions of an audit committee and to pre-approve all audit and
permitted non-audit services to be performed by the independent auditors, such
approval to take place in advance of such services when required by law,
regulation or rule, subject to the de minimis exceptions for non-audit services
described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 that
are approved by the board prior to the completion of the audit.
16
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this annual report on Form
10-K:
1) Financial Statements:
Reports of Independent Registered Public Accounting Firms
Balance Sheets at June 30, 2009 and 2008
Statements of Operations for years ended June 30, 2009 and 2008
and from July 1, 2002 (date of commencement of development
stage) through June 30, 2009
Statements of Changes in Stockholders' (Deficit) from July 1, 2002
(date of commencement of development stage) through June 30,
2009
Statements of Cash Flows for the years ended June 30, 2009 and
2008 and from July 1, 2002 (date of commencement of
development stage) through June 30, 2009
Notes to Financial Statements
2) Financial Statement Schedule:
We are not filing separately financial statement schedules because of the
absence of conditions under which they are required or because the required
information is included in the financial statements or the related notes.
3) Exhibits:
The documents set forth below are filed herewith or incorporated
herein by reference to the location indicated.
Exhibit No. Description
- ----------- ------------------------------------------------------------
2.1 Asset Purchase Agreement, incorporated by reference to
Exhibit 2.1 filed with Form 8-K filed December 8, 2006
3.1 Articles of Incorporation, incorporated by reference to
Exhibit 3.01 filed with Form 10-SB12G filed September 13, 2004
3.1.1 Certificate of Amendment to the Articles of Incorporation,
incorporated by reference to Exhibit 3.1.1 filed with 10-KSB
on September 26, 2008
3.2 By-laws, incorporated by reference to Exhibit 3.05 filed
with Form 10-SB12G filed September 13, 2004
10.1 Revolving Credit Agreement, incorporated by reference to
Exhibit 99.1 filed with Form 8-K filed January 26, 2007
10.2 Revolving Loan Note, incorporated by reference to Exhibit
99.2 filed with Form 8-K filed January 26, 2007
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
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 September 30, 2009.
BIRCH BRANCH, INC.
By /s/ Timothy Brasel
-----------------------------------------
Timothy Brasel
President, Principal Executive Officer and
Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
Signature Name Title Date
- ------------------ -------------- ----------------------------------- ------------------
/s/ Timothy Brasel Timothy Brasel President, Chief Executive Officer, September 30, 2009
- ------------------ Chief Financial Officer and Director
18
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Birch Branch, Inc.:
We have audited the accompanying balance sheet of Birch Branch, Inc. (a
development stage company) as of June 30, 2009, and the related statements of
operations, changes in shareholders' deficit, and cash flows for the year ended
June 30, 2009. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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, 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 Birch Branch, Inc. as of June
30, 2009, and the results of its operations and its cash flows for the year
ended June 30, 2009 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 1 to the
financial statements, the Company has incurred operating losses since inception
and has a net capital deficit at June 30, 2009, which raises substantial doubt
about its ability to continue as a going concern. Management's plan in regard to
these matters is also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Cordovano and Honeck LLP
- ----------------------------
Cordovano and Honeck LLP
Englewood, Colorado
September 24, 2009
F-1
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Birch Branch, Inc.
Littleton, Colorado
I have audited the accompanying balance sheets of Birch Branch, Inc. (a
development stage company) as of June 30, 2008 and the related statements of
operations, stockholders' equity and cash flows for the years then ended and for
the period from July 1, 2002 (inception) through June 30, 2008. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Birch Branch, Inc. as of June 30,
2008 and the related statements of operations, stockholders' equity and cash
flows for the years then ended and for the period from July 1, 2002 (inception)
through June 30, 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 1 to the
financial statements the Company has suffered losses from operations and has a
working capital deficit that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Aurora, Colorado /s/ Ronald R. Chadwick, P.C.
September 10, 2008 ----------------------------
RONALD R. CHADWICK, P.C.
F-2
BIRCH BRANCH, INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, June 30,
2009 2008
--------- ---------
ASSETS
Current assets:
Cash $ 3,868 $ 5,916
Prepaid Expenses 395 395
--------- ---------
Total current assets 4,263 6,311
--------- ---------
Total assets $ 4,263 $ 6,311
========= =========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable $ 87 $ --
Accounts payable - related party 6,000
Accrued expense - related party 8,753 4,008
Note payables - related party 78,000 55,000
--------- ---------
Total current liabilities 92,840 59,008
--------- ---------
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 (2,564) (3,564)
Accumulated (deficit) (5,173) (5,173)
Accumulated (deficit) during development stage (299,330) (262,450)
--------- ---------
Total shareholders' (deficit) (88,577) (52,697)
--------- ---------
Total liabilities and shareholders' (deficit) $ 4,263 $ 6,311
========= =========
The accompanying notes are an integral part of these financial statements
F-3
BIRCH BRANCH, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Period
July 1,
2002
(Date of
For the For the Commencement
Year Year of Development
Ended Ended Stage) to
June 30, June 30, June 30,
2009 2008 2009
----------- ----------- -----------
Revenues $ -- $ -- $ --
Operating expenses:
Accounting fees 8,550 10,930 43,800
Legal fees 877 12,380 46,896
Shareholder expense 2,948 2,845 21,527
General and administrative expense, related party 18,000 18,000 45,000
Other general and administrative expense 760 1,037 10,312
----------- ----------- -----------
Total operating expenses 31,135 45,192 167,535
----------- ----------- -----------
Net (loss) from operations (31,135) (45,192) (167,535)
----------- ----------- -----------
Other income (expense)
Other income -- 25,000 25,000
Amortized loan fee (expense) (1,000) (1,003) (2,435)
Interest (expense) (4,745) (3,462) (8,753)
----------- ----------- -----------
Total other income (expense) (5,745) 20,535 13,812
----------- ----------- -----------
Net (loss) from continuing operations (36,880) (24,657) (153,723)
----------- ----------- -----------
Discontinued operations:
(Loss) from discontinued operations
(including loss on disposal in
2006 of $52,017) -- -- (121,232)
----------- ----------- -----------
Net (loss) $ (36,880) $ (24,657) $ (274,955)
=========== =========== ===========
Net (loss) per common share $ (0.02) $ (0.01)
----------- -----------
Weighted average number of
common shares outstanding 1,708,123 1,708,123
=========== ===========
The accompanying notes are an integral part of these financial statements
F-4
BIRCH BRANCH, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
Related Accumulated
Party (Deficit)
Additional Deferred During Total
Common Stock pd-in Loan Treasury Stock Accumulated Development Stockholders'
Shares Amount Capital Fee Shares Amount (Deficit) Stage (Deficit)
--------- -------- --------- ------- ------- --------- -------- ---------- ----------
Balance at July 1,
2002 (inception
of development
stage) 441,667 $ 63,189 $ -- $ -- -- $ -- $ (5,173) $ -- $ 58,016
Cash capital
contributions -- 1,192 -- -- -- -- -- -- 1,192
Common stock
cancelled, July 1, (12,536) -- -- -- -- -- -- -- --
2002
Net loss for the
period -- -- -- -- -- -- -- (1,216) (1,216)
--------- -------- --------- ------- ------- --------- -------- ---------- ----------
Balance at
June 30, 2003 429,131 $ 64,381 $ -- $ -- -- $ -- $ (5,173) $ (1,216) $ 57,992
Cash capital
contributions -- 1,232 -- -- -- -- -- -- 1,232
Net loss for
the period -- -- -- -- -- -- -- (1,252) (1,252)
--------- -------- --------- ------- ------- --------- -------- ---------- ----------
Balance at
June 30, 2004 429,131 $ 65,613 $ -- $ -- -- $ -- $ (5,173) $ (2,468) $ 57,972
Net loss for the
period -- -- -- -- -- -- -- (12,988) (12,988)
--------- -------- --------- ------- ------- --------- -------- ---------- ----------
Balance at
June 30, 2005 429,131 $ 65,613 $ -- $ -- -- $ -- $ (5,173) $ (15,456) $ 44,984
Net loss for the
period -- -- -- -- -- -- -- (80,463) (80,463)
--------- -------- --------- ------- ------- --------- -------- ---------- ----------
Balance at
June 30, 2006 429,131 $ 65,613 $ -- $ -- -- $ -- $ (5,173) $ (95,919) $ (35,479)
Return of stock to
Treasury,
December 6, 2006 -- -- -- -- (4,167) (25,000) -- -- (25,000)
Debt relief from
asset purchase
agreement -- -- 148,502 -- -- -- -- -- 148,502
Issuance for loan
fee, January 23,
2007 1,283,014 -- 5,000 -- -- -- -- -- 5,000
Deferred loan fee -- -- -- (5,000) -- -- -- -- (5,000)
Amortization of
loan fee -- -- -- 433 -- -- -- -- 433
Retirement of
treasury shares,
June 26, 2007 (4,167) -- (625) -- 4,167 25,000 -- (24,375) --
Fraction shares
issued as a result
of reverse 145 -- -- -- -- -- -- -- --
stock-split,
June 1, 2007
Net loss for the
period -- -- -- -- -- -- -- (117,499) (117,499)
--------- -------- --------- ------- ------- --------- -------- ---------- ----------
Balance at
June 30, 2007 1,708,123 $ 65,613 $ 152,877 $(4,567) -- $ -- $ (5,173) $ (237,793) $ (29,043)
Amortization of
loan fee -- -- -- 1,003 -- -- -- -- 1,003
Net loss for
the period -- -- -- -- -- -- -- (24,657) (24,657)
--------- -------- --------- ------- ------- --------- -------- ---------- ----------
Balance at
June 30, 2008 1,708,123 $ 65,613 $ 152,877 $(3,564) -- $ -- $ (5,173) $ (262,450) $ (52,697)
Amortization of
loan fee -- -- -- 1,000 -- -- -- -- 1,000
Net loss for the
period -- -- -- -- -- -- -- (36,880) (36,880)
--------- -------- --------- ------- ------- --------- -------- ---------- ----------
Balance at
June 30, 2009 1,708,123 $ 65,613 $ 152,877 $(2,564) -- $ -- $ (5,173) $ (299,330) $ (88,577)
The accompanying notes are an integral part of these financial statements
F-5
BIRCH BRANCH, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Period
July 1,
2002
(Date of
For the For the Commencement
Year Year of Development
Ended Ended Stage) to
June 30, June 30, June 30,
2009 2008 2009
--------- --------- ---------
Cash flows from operating activities:
Operating activities from continuing operations
Net (loss) $ (36,880) $ (24,657) $(274,955)
Less: Net (loss) discontinued operations -- -- (121,232)
--------- --------- ---------
Net (loss) from continuing operations (36,880) (24,657) (153,723)
Changes in assets and liabilities continuing operations:
Amortized loan fee 1,000 1,003 2,436
Prepaid expenses -- (395) (395)
Accounts payable 87 (298) (15,930)
Accounts payable, related party 6,000 -- 6,000
Accrued expenses 4,745 3,461 8,753
--------- --------- ---------
Net cash (used in) operating activities
by continuing operations (25,048) (20,886) (152,859)
--------- --------- ---------
Cash flow from financing activities:
Additional paid-in capital -- -- 2,424
Advances from related party -- -- 85,936
Proceeds from shareholder loans 23,000 20,000 78,000
--------- --------- ---------
Net cash provided by financing activities 23,000 20,000 166,360
--------- --------- ---------
Net cash (used in) provided by activities
of continuing operations (2,048) (886) 13,501
--------- --------- ---------
Cash flow from (used in):
Discontinued operations -- -- (12,613)
--------- --------- ---------
Net cash (used in) discontinued operations -- -- (12,613)
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH (2,048) (886) 888
CASH, BEGINNING OF THE PERIOD 5,916 6,802 2,980
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 3,868 $ 5,916 $ 3,868
========= ========= =========
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
F-6
BIRCH BRANCH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
- -------------------------
BIRCH BRANCH, INC. ("the Company") was incorporated in State of Colorado on
September 28, 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 Company's financial statements have been prepared on an accrual basis
of accounting, in conformity with accounting principles generally accepted in
the United States of America. These principles contemplate the realization of
assets and liquidation of liabilities in the normal course of business.
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.
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.
F-7
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.
Going Concern
- -------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the recoverability
of assets and the satisfaction of liabilities in the normal course of business.
The Company's development activities since inception have been financially
sustained through stockholder donations and stockholder loans to the Company, as
well as sales of the Company's common stock.
The ability of the Company to continue as a going concern is dependent upon
its ability to find a suitable acquisition/merger candidate, raise additional
capital from the sale of common stock and, ultimately, the achievement of
significant operating revenues. The accompanying financial statements do not
include any adjustments that might be required should the Company be unable to
recover the value of its assets or satisfy its liabilities.
The Company's ability to continue as a going concern is subject to
obtaining necessary funding from outside sources.
Certain prior period amounts have been reclassified to conform to current
period presentation.
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 revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
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.
Net (Loss) Per Share
- --------------------
The Company adopted Statement of Financial Accounting Standards No. 128
that requires the reporting of both basic and diluted earnings (loss) per share.
Basic earnings(loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. In accordance with
FASB 128, any anti-dilutive effects on net income (loss) per share are excluded.
Income Taxes
- ------------
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under the
asset and liability method of Statement 109, deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to
difference between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
F-8
The Company has adopted the provisions of FASB Interpretation No. 48 ("FIN
48"), Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No.
109. As a result of the implementation of FIN 48, the Company had no changes in
the carrying value of its tax assets or liabilities for any recognized tax
benefits.
Recent Accounting Pronouncements
- --------------------------------
In December 2007, the FASB issued SFAS 141(revised 2007), Business
Combinations ("SFAS 141(R)"). SFAS 141(R) replaces SFAS 141, Business
Combinations, and requires an acquirer to recognize the assets acquired, the
liabilities assumed, including those arising from contractual contingencies, any
contingent consideration, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions specified in the statement. SFAS 141(R) also requires the acquirer in
a business combination achieved in stages (sometimes referred to as a step
acquisition) to recognize the identifiable assets and liabilities, as well as
the noncontrolling interest in the acquiree, at the full amounts of their fair
values (or other amounts determined in accordance with SFAS 141(R)). In
addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in
the acquiree at fair value will result in recognizing the goodwill attributable
to the noncontrolling interest in addition to that attributable to the acquirer.
SFAS 141(R) amends SFAS No. 109, Accounting for Income Taxes, to require the
acquirer to recognize changes in the amount of its deferred tax benefits that
are recognizable because of a business combination either in income from
continuing operations in the period of the combination or directly in
contributed capital, depending on the circumstances. It also amends SFAS 142,
Goodwill and Other Intangible Assets, to, among other things, provide guidance
on the impairment testing of acquired research and development intangible assets
and assets that the acquirer intends not to use. SFAS 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The adoption of this Standard is not expected to have a
material effect on the Company's results of operations or financial position.
On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2,
Effective Date of FASB Statement No. 157 ("FSP"). The FSP amends SFAS 157 to
delay the effective date of SFAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (that is, at least annually). For
items within its scope, the FSP defers the effective date of SFAS 157 to fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years. The Company does not believe that the adoption of SFAS 157 will have a
material impact on its financial statements.
Subsequent Events
- -----------------
The Company has evaluated all subsequent events through September 30, 2009,
the date the financial statements were issued, and no additional items were
noted that need to be disclosed.
NOTE 2 - SHAREHOLDERS' (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
June 30, 2009 the principal balance on the note was $78,000 with available
credit of $172,000. The note has incurred a total of $8,753 in interest with
$8,753 accrued as of June 30. 2009.
F-9
NOTE 4 - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred assets and liabilities are
as follows:
2009 2008
--------- ---------
Deferred tax assets:
Net operating loss carryforwards $ 277,961 $ 241,441
Less valuation allowance for deferred tax assets ($277,961) ($241,441)
--------- ---------
Net deferred tax assets $ -- $ --
========= =========
The reconciliation of income tax benefit computed at the federal tax rate
of 39.63% is as follows:
2009 2008
--------- ---------
Tax benefit at statutory rate $ 110,156 $ 95,683
Less valuation allowance adjustment ($110,156) ($ 95,683)
--------- ---------
Income tax benefit $ -- $ --
========= =========
A summary of the valuation allowance is as follows:
2009 2008
-------- --------
Balance at beginning of year $ 95,683 $ 86,112
Additional for year $ 14,473 $ 9,571
-------- --------
Balance at end of year $110,156 $ 95,683
======== ========
The Company has the following tax carry forwards at June 30, 2009:
Year Amount Expiration Date
---- ------ ---------------
Net operating loss
June 30, 2002 $ 5,173 June 30, 2022
June 30, 2003 1,216 June 30, 2023
June 30, 2004 1,252 June 30, 2024
June 30, 2005 12,988 June 30, 2025
June 30, 2006 80,463 June 30, 2026
June 30, 2007 116,198 June 30, 2027
June 30, 2008 24,151 June 30, 2028
June 30, 2009 36,520 June 30, 2029
----------
Total $277,961
========
The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which temporary
differences become deductible. Future changes in ownership may limit the ability
of the Company to utilize these net operating loss carry forwards prior to their
expiration.
NOTE 5 - 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 $18,000 for these expenses for the year ended June
30, 2009.
F-10