UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
September 29, 2006
BIRCH BRANCH, INC.
(Exact name of registrant as specified in its charter)
Colorado 333-126654 84-1124170
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
(Address of Principal Executive Offices) (Zip Code)
(303) 480-5037
Registrant's Telephone Number, Including Area Code
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 26, 2006, the Registrant entered into an Agreement and Plan of
Reorganization with Fluid Audio Networks, Inc. ("FAN") under which, following a
3.75 forward stock split of the outstanding stock of the Registrant, the
Registrant will issue 30,808,584 shares of its common stock to acquire all of
the outstanding common stock of FAN. Additionally, the Registrant will divest
itself of its nominal net real estate assets by conveying these assets to its
President in exchange for the assumption of all the parent company debt and
cancellation of 50,000 (post split) shares of its common stock held by its
President and transferred to it. The Registrant's President will convey for
cancellation an additional 50,000 shares (post split) of the Registrant's common
stock in exchange for a payment of $500,000.
The Agreement is subject to certain significant contingencies which must be
completed by November 30, 2006 in order for the transaction to be closed.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. None.
(b) Pro forma financial information. None.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization by and between Fluid Audio Networks,
Inc. and Birch Branch, Inc, dated September 26, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Birch
Branch, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Birch Branch, Inc.
Date: September 29, 2006 By: /s/ Michael L. Schumacher
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Michael L. Schumacher
President, Treasurer, Chief
Financial Officer and Director
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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2.1 Agreement and Plan of Reorganization by and between Fluid
Audio Networks, Inc. and Birch Branch, Inc, dated
September 26, 2006.
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