UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

     [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

                  For the quarterly period ended March 31, 2008

                                       or

     [ ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
          Exchange Act of 1934

                        Commission file number: 000-50936

                               BIRCH BRANCH, INC.
                               ------------------
        (Exact name of small business issuer as specified in its charter)

         Colorado                                       84-1124170
         --------                                       ----------
(State of incorporation)                 (I.R.S. Employer Identification Number)


                         2560 W. Main Street, Suite 200
                               Littleton, CO 80120
                               -------------------
                    (Address of principal executive offices)

                                 (303) 794-9450
                                 --------------
                           (Issuer's telephone number)


Indicate by check mark whether the small business issuer: (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the proceeding 12 months (or for such shorter period that the
small business issuer 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 small business issuer is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

                                 YES [X] NO [ ]


As of May 13, 2008 the Company had 1,708,123 shares of its no par value common
stock issued and outstanding.




<PAGE>

                               Table of Contents


                                                                        Page No.
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Condensed Balance Sheets March 31, 2008 (unaudited) and
        June 30, 2007                                                          2

        Condensed Statements of Operations Three Months Ended March
        31, 2008 and 2007 and Nine Months Ended March 31, 2008 and
        2007 and from July 1, 2002 (date of commencement of
        development stage) through March 31, 2008 (unaudited)                  3


        Condensed Statements of Cash Flows Three Months Ended March
        31, 2008 and 2007 and Nine Months Ended March 31, 2008 and
        2007 and from July 1, 2002 (date of commencement of
        development stage) through March 31, 2008 (unaudited)                  4

        Notes to Condensed Financial Statements (unaudited)                    5


Item 2. Management's Discussion and Analysis or Plan of Operation              9

Item 3A(T) Controls and Procedures                                            10

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                     11

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds           11

Item 3. Defaults Upon Senior Securities                                       11

Item 4. Submission of Matters to a Vote of Security Holders                   11

Item 5. Other Information                                                     11

Item 6. Exhibits                                                              11

<PAGE>
<TABLE>
<CAPTION>

Part I FINANCIAL INFORMATION

Item 1 - CONDENSED INTERIM FINANCIAL STATEMENTS

                               BIRCH BRANCH, INC.
                          (A Development Stage Company)
                            CONDENSED BALANCE SHEETS



                                                                March 31,      June 30,
                                                                  2008           2007
                                                               -----------    -----------
                                                               (unaudited)   (see Note 1)
<S>                                                            <C>            <C>
ASSETS
Current assets:
        Cash                                                   $    24,082    $     6,802
                                                               -----------    -----------
           Total current assets                                     24,082          6,802

        Total assets                                           $    24,082    $     6,802
                                                               ===========    ===========

LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current liabilities:
        Accounts payable and accrued expenses                  $     8,106    $       298
        Accrued expense                                              3,049            547
        Note payables                                               55,000         35,000
                                                               -----------    -----------

          Total current liabilities                                 66,155         35,845

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                              (3,814)        (4,567)
Accumulated (deficit)                                               (5,173)        (5,173)
Accumulated (deficit) during development stage                    (251,576)      (237,793)
                                                               -----------    -----------

         Total shareholders' (deficit)                             (42,073)       (29,043)
                                                               -----------    -----------

         Total liabilities and shareholders' (deficit)         $    24,082    $     6,802
                                                               ===========    ===========
</TABLE>

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

                                       2
<PAGE>
<TABLE>
<CAPTION>



                               BIRCH BRANCH, INC.
                          (A Development Stage Company)
                 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

                                                                                                             Period
                                                                                                             July 1,
                                                                                                               2002
                                                                                                             (Date of
                                                  For the        For the        For the        For the     Commencement
                                                   Three          Three           Nine           Nine           of
                                                   Months         Months         Months         Months     Development
                                                   Ended          Ended          Ended          Ended       Stage) to
                                                 March 31,      March 31,      March 31,      March 31,      March 31,
                                                    2008           2007           2008           2007          2008
                                                -----------    -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>            <C>
Revenues                                        $        --    $        --    $        --    $        --    $        --

Operating expenses:
     Accounting fees                                  1,800          1,500          9,130          6,310         33,450
     Legal fees                                       7,935          3,298          9,567          5,392         43,205
     Shareholder expense                                561          2,582          2,294          6,391         18,029
     Other general and administrative expense         4,500          6,518         14,538          8,025         32,051
                                                -----------    -----------    -----------    -----------    -----------
       Total operating expenses                      14,796         13,898         35,529         26,118        126,735
                                                -----------    -----------    -----------    -----------    -----------

Net (loss) from operations                          (14,796)       (13,898)       (35,529)       (26,118)      (126,735)
                                                -----------    -----------    -----------    -----------    -----------

Other income (expense)
     Other income                                    25,000             --         25,000             --         25,000
     Amortized loan fee (expense)                      (249)          (184)          (753)          (184)        (1,186)
     Interest (expense)                              (1,004)          (100)        (2,502)          (100)        (3,049)
                                                -----------    -----------    -----------    -----------    -----------
       Total other income (expense)                  23,747           (284)        21,745           (284)        20,765
                                                -----------    -----------    -----------    -----------    -----------

Net income (loss) from continuing operations          8,951        (14,182)       (13,784)       (26,402)      (105,970)
                                                -----------    -----------    -----------    -----------    -----------

Discontinued operations:
     (Loss) from discontinued operations
      (including loss on disposal in
       2006 of $52,017)                                  --             --             --        (76,803)      (121,232)
                                                -----------    -----------    -----------    -----------    -----------

Net income (loss)                               $     8,951    $   (14,182)   $   (13,784)   $  (103,205)   $  (227,202)
                                                ===========    ===========    ===========    ===========    ===========


Net income (loss) per common share              $      0.01    $     (0.01)   $     (0.01)   $     (0.14)
                                                -----------    -----------    -----------    -----------


Weighted average number of
     common shares outstanding                    1,708,123      1,384,264      1,708,123        742,861
                                                ===========    ===========    ===========    ===========
</TABLE>


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

                                       3
<PAGE>
<TABLE>
<CAPTION>



                               BIRCH BRANCH, INC.
                          (A Development Stage Company)
                 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

                                                                                           Period
                                                                                          July 1,
                                                                                            2002
                                                                                          (Date of
                                                                For the      For the    Commencement
                                                                  Nine         Nine          of
                                                                 Months       Months    Development
                                                                 Ended        Ended      Stage) to
                                                               March 31,    March 31,     March 31,
                                                                  2008         2007         2008
                                                               ---------    ---------    ---------
<S>                                                            <C>          <C>          <C>
Cash flows from operating activities:
    Operating activities from continuing operations
        Net (loss)                                             $ (13,784)   $(103,205)   $(251,576)
        Less: Net (loss) discontinued operations                      --      (76,803)    (121,232)
                                                               ---------    ---------    ---------
    Net (loss) from continuing operations                        (13,784)     (26,402)    (130,344)

    Changes in assets and liabilities continuing operations:
        Amortized loan fee                                           753          184        1,186
        Accounts payable                                           7,809        1,745       16,464
        Accrued expenses                                           2,502          100        3,049
                                                               ---------    ---------    ---------
    Net cash (used) in operating activities
         by continuing operations                                 (2,720)     (24,373)    (109,645)
                                                               ---------    ---------    ---------

Cash flow from financing activities:
        Additional paid-in capital                                    --           --        2,424
        Advances from related party                                   --       16,670       85,936
        Proceeds from shareholder loans                           20,000       10,000       55,000
                                                               ---------    ---------    ---------
           Net cash provided from financing activities            20,000       26,670      143,360
                                                               ---------    ---------    ---------

    Net cash (used) in activities of continuing operations        17,280        2,297       33,715
                                                               ---------    ---------    ---------

Cash flow from (used in):
        Discontinued operations                                       --       (5,277)     (12,613)
                                                               ---------    ---------    ---------
    Net cash (used in) discontinued operations                        --       (5,277)     (12,613)
                                                               ---------    ---------    ---------

NET (DECREASE) IN CASH                                            17,280       (2,980)      21,102
CASH, BEGINNING OF THE PERIOD                                      6,802        2,980        2,980
                                                               ---------    ---------    ---------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD                   $  24,082    $      --    $  24,082
                                                               =========    =========    =========

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)   $(549,183)
                                                               ---------    ---------    ---------

SUPPLEMENTAL CASH FLOW
    For the period ended March 31, 2008
        Cash paid for interest                                 $      --    $      --    $      --
                                                               ---------    ---------    ---------
        Cash paid for income taxes                             $      --    $      --    $      --
                                                               ---------    ---------    ---------
</TABLE>


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

                                       4
<PAGE>



                               BIRCH BRANCH, INC.
                          (A Development Stage Company)
               NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Business
-------------------------

    BIRCH BRANCH, INC. ("the Company") was incorporated in State of Colorado on
September 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 condensed interim financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures made are adequate to make the information presented not misleading.
The condensed interim financial statements and notes thereto should be read in
conjunction with the financial statements and the notes thereto, included in the
Company's Annual Report to the Securities and Exchange Commission for the fiscal
year ended June 30, 2007, filed on Form 10-KSB on September 28, 2007.

    In the opinion of management, all adjustments necessary to summarize fairly
the financial position and results of operations for such periods in accordance
with accounting principles generally accepted in the United States of America.
All adjustments are of a normal recurring nature. The results of operations for
the most recent interim period are not necessarily indicative of the results to
be expected for the full year.

    Certain prior period amounts have been reclassified to conform to current
period presentation.

Cash
----

    The Company considers all highly liquid instruments purchased with an
original maturity of three months or less to be cash equivalents. The Company
continually monitors its positions with, and the credit quality of, the
financial institutions with which it invests.


Development Stage Company
-------------------------

    The Company is in the development stage and has not yet realized any
revenues from its planned operations. The Company's business plan is to evaluate
structure and complete a merger with, or acquisition of, prospects consisting of
private companies, partnerships or sole proprietorships.


                                       5
<PAGE>
    Based upon the Company's business plan, it is a development stage
enterprise. Accordingly, the Company presents its financial statements in
conformity with the accounting principles generally accepted in the United
States of America that apply in establishing operating enterprises. As a
development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.

Use of Estimates
----------------

    The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Management believes that the estimates
utilized in the preparation of financial statements are prudent and reasonable.
Actual results could differ from these estimates.

Going Concern
-------------

    The accompanying financial statements have been prepared in conformity with
generally accepted accounting principals in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has negative working capital, a stockholders' deficit and no active
business operations, which raises substantial doubt about its ability to
continue as a going concern.

    In view of these matters, the Company will need to continue to be dependent
on its officers, directors and significant shareholders in order to meet its
liquidity needs during the next fiscal year. Although, there is no assurance
that the Company's officers, directors and significant shareholders will fund
the necessary operating capital, or that revenues will commence sufficient to
assure the eventual profitability of the Company. Management believes that this
plan provides an opportunity for the Company to continue as a going concern.

    Certain prior period amounts have been reclassified to conform to current
period presentation.

Change in Control and Plan of Reorganization
--------------------------------------------

    On September 26, 2006 the Company entered into an Agreement and Plan of
Reorganization with Fluid Audio Networks, Inc. ("FAN") under which, following a
proposed 3.75 for 1 forward stock split of the outstanding common stock of the
Company, the Company would issue 10,269,528 shares of common stock to acquire
all of the outstanding common stock of FAN. Additionally, the Company was to
divest itself of its real estate assets by conveying these assets to its
President in exchange for the assumption of all the parent company debt and
cancellation of 16,667 (post split) shares of its common stock held by its
President and transferred to it. The Company's President was to convey for
cancellation an additional 16,667 shares (post split) of the Company's common
stock in exchange for a payment of $500,000.

    The Agreement and Plan of Reorganization was subject to certain significant
contingencies which must have been resolved by November 30, 2006 in order for
the transaction to close. As of November 30, 2006, several contingencies had not
been satisfied, therefore, following a brief extension of time to attempt to
clear the open contingencies, which was not successful, the Agreement and Plan
of Reorganization was terminated without any further commitment or obligation by
the Company.

    On December 6, 2006 a Stock Purchase Agreement (the "Stock Purchase
Agreement") was made by and between Mathis Family Partners, Ltd., Lazzeri Family
Trust and Timothy Brasel and /or assigns, collectively, they are referred to
herein as the ("Investor") and Schumacher & Associates, Inc. Money Purchase Plan
& Trust, a shareholder of the Company and Michael L. Schumacher, the Company's
past President, collectively, they are referred to herein as the ("Seller"). In
the Stock Purchase Agreement, the Seller agreed to sell 254,167 fully paid and
nonassessable shares of the Company's common stock to Investor for an aggregate
of $450,000 cash. As a result of the purchase of the shares of the Company's
common stock Investor owns approximately 59.81% of the issued and outstanding
shares of common stock of the Company which resulted in a change in control of
the Company.

Reverse Stock Split
-------------------

    On June 1, 2007 the shareholders of the Company, at a special meeting,
approved a 1-for-3 reverse stock split of the Company's common stock, no par
value per share, with no change in the number of authorized shares of common
stock and with any fractional shares rounded up to a whole share. The reverse
stock split was effective on June 4, 2007.

                                       6
<PAGE>
    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.

NOTE 2 - SHAREHOLDERS' EQUITY (DEFICIT)

    On December 6, 2006, the Company's then President returned 4,167 shares of
the Company's common stock to treasury pursuant to an Asset Purchase Agreement.

    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.

    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.

    On June 1, 2007 the shareholders of Company at a special meeting approved a
1-for-3 reverse stock split of our 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. As a result of the 1-for-3
reverse stock split, an additional 145 shares were issued to existing
shareholders for fractional shares held.

    On June 26, 2007 the Company retired from the treasury 4,167 shares of the
Company's common stock. These shares were originally returned to the Company's
treasury pursuant to a December 6, 2006 Asset Purchase Agreement.

NOTE 3 - DUE TO SHAREHOLDERS

    Prior to December 2006, the Company's then President advanced funds to the
Company for construction in progress and operating expenses. The construction
was completed in September 2005, and the Company's then President and the
Company converted $381,134 of the advances and $48,866 of accrued interest to a
mortgage note payable totally $430,000, collateralized by the land owned by the
Company. During December 2006, the land, the building and improvements were
sold, pursuant to an Asset Purchase Agreement, dated December 6, 2006, to the
Company's then President in exchange for the cancellation of the $430,000
mortgage note, accrued interest of approximately $39,976, additional advances of
approximately $50,739, accounts payable and accrued liabilities of approximately
$3,468, and the return of 12,500 shares of the Company's common stock to the
Company. The sale resulted in a loss to the Company of approximately $52,016 and
an additional paid-in capital of approximately $148,502 from the excess of
liabilities assumed over the net fair value of the property.

    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
the nine months ended March 31, 2008 the principal balance on the note was
$55,000 with available credit of $195,000.


                                       7
<PAGE>
NOTE 4 - COMMITMENTS AND CONTINGENCIES

    The Company uses the offices of certain officers and directors to carry on
day to day business operations for its minimal office facility needs (staff,
supplies and other miscellaneous items). As of December 2006, and in
consideration for these services, the Company pays $1,500 per month to an
affiliate of one of the Company's officers.





                                       8
<PAGE>



Item 2 - MANAGEMENT'S DISCUSSION AND ANAYLSIS OR PLAN OF OPERATION

Cautionary Note Regarding Forward-Looking Statements

    Statements contained in this report include "forward-looking statements"
within the meaning of such term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
involve known and unknown risks, uncertainties and other factors, which could
cause actual financial or operating results, performances or achievements
expressed or implied by such forward-looking statements not to occur or be
realized. Such forward-looking statements generally are based on our best
estimates of future results, performances or achievements, predicated upon
current conditions and the most recent results of the companies involved and
their respective industries. Forward-looking statements may be identified by the
use of forward-looking terminology such as "may," "can," "will," "could,"
"should," "project," "expect," "plan," "predict," "believe," "estimate," "aim,"
"anticipate," "intend," "continue," "potential," "opportunity" or similar terms,
variations of those terms or the negative of those terms or other variations of
those terms or comparable words or expressions.

    Readers are urged to carefully review and consider the various disclosures
made by us in this Quarterly Report on Form 10-QSB and our Form 10-KSB for the
fiscal year ended June 30, 2007, and our other filings with the U.S. Securities
and Exchange Commission. These reports and filings attempt to advise interested
parties of the risks and factors that may affect our business, financial
condition and results of operations and prospects. The forward-looking
statements made in this Form 10-QSB speak only as of the date hereof and we
disclaim any obligation to provide updates, revisions or amendments to any
forward-looking statements to reflect changes in our expectations or future
events.

Results of Operations

For the three months ended March 31, 2008 compared to the three months ended
March 31, 2007

    Revenue.   No operating revenues were generated during the three months
ended March 31, 2008 and March 31, 2007.

    Operating expenses.   Total operating expenses from continuing operations
were $14,796 and $13,898, respectively for the quarter ended March 31, 2008 and
the quarter ended March 31, 2007. Operating expenses consist of professional,
management and filing fees.

    Other income (expense).    Other income (expense) were $23,747 and ($284),
respectively for the quarter ended March 31, 2008 and the quarter ended March
31, 2007. In January 2008, the Company received $25,000 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.

    Net income (loss).    For the quarter ended March 31, 2008, the company
experienced net income of $8,951 compared to a net loss of $14,182 for the
quarter ended March 31, 2007. The net income occurred from the receipt of a
forfeited deposited.

For the nine months ended March 31, 2008 compared to the nine months ended March
31, 2007

    Revenue.   No operating revenues were generated during the nine months ended
March 31, 2008 and March 31, 2007.

    Operating Expenses.    Total operating expenses from continuing operations
were $35,529 and $26,118, respectively for the nine months ended March 31, 2008
and the nine months ended March 31, 2007. Operating expenses consist of
professional, management and filing fees.

    Other income (expense).    Other income (expense) were $21,745 and ($284),
respectively for the nine months ended March 31, 2008 and the nine months ended
March 31, 2007. In January 2008, the Company received $25,000 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.

    Net loss.    Net loss decreased for the nine months ended March 31, 2008 by
87% to $13,784 from $103,205 for the nine months ended March 31, 2007. The
decrease in net loss occurred primarily as a result of a loss from operations
discontinued during the prior year and the receipt of a forfeited deposit in the
current year.


                                       9
<PAGE>
Liquidity and Capital Resources

    As of March 31, 2008, the Company had $24,082 in cash or cash equivalents
and a working capital deficit of ($42,073).

    On January 23, 2007, the Company entered into a Revolving Credit Agreement
with the Company's major shareholders to borrow up to $250,000, evidenced by an
unsecured Revolving Loan Note. All amounts borrowed pursuant to the Revolving
Credit Agreement accrue interest at 7% per annum and all principal and accrued
but unpaid interest is payable in full on demand. As of March 31, 2008, $55,000
was borrowed under this agreement with $2,502 of interest accrued.

    While future operating activities are expected to be funded by the Revolving
Credit Agreement the Company's request for funds under the Revolving Credit
Agreement are not guaranteed and in that event, additional sources of funding
would be required to continue operations. There is no assurance that the Company
could raise working capital or if any capital would be available at all.

     Off-Balance Sheet Items

     We have no off-balance sheet items as of March 31, 2008.

Item 3A(T) - CONTROLS AND PROCEDURES

         The Company's management, including the Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined by Rules 13a-15 (e) of the
Securities Exchange Act of 1934) as of March 31, 2008. Their evaluation
concluded that, although these disclosure controls and procedures are not
intended to prevent all errors, emissions or instances of fraud (i) the
disclosure controls and procedures are effective as of March 31, 2008 and
provide reasonable assurance that material information relating to the Company
is made known to management including the Chief Executive Officer and Chief
Financial Officer and;(ii) the financial statements, and other financial
information included in this Quarterly Report on Form 10-QSB, fairly present, in
all material respects, the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this Quarterly
Report on Form 10-QSB.

    There were no significant changes to the Company's internal controls over
financial reporting that occurred during the Company's most recent fiscal
quarter ended March 31, 2008 that have materially affected, or are reasonably
likely to materially affect, the Company's internal controls over financial
reporting.


                                       10
<PAGE>



Part II OTHER INFORMATION
-------------------------

Item 1. - LEGAL PROCEEDINGS

    None.

Item 2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

    None.

Item 3. - DEFAULTS UPON SENIOR SECURITIES

    None.

Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.

Item 5. - OTHER INFORMATION

    None.

Item 6. - EXHIBITS

    Exhibit
    No         Description
    -------    -----------------------------------------------------------------

    31.1       Certification of Company's Chief Executive Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002

    31.2       Certification of Company's Chief Financial Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002

    32.1       Certification of Company's Chief Executive Officer pursuant
               to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002

    32.2       Certification of Company's Chief Financial Officer pursuant to 18
               U.S.C. Section 1350 as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002




                                       11

<PAGE>



SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
small business issuer has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in Littleton, Colorado on May 13,
2008.

                                             BIRCH BRANCH, INC.




                                             By  /s/ Earnest Mathis Jr.
                                                 ------------------------
                                                 Earnest Mathis, Jr.
                                                 Chief Executive Officer


                                             By  /s/ Robert Lazzeri.
                                                 -------------------------
                                                 Robert Lazzeri
                                                 Chief Financial Officer
                                                (Principal Accounting Officer)





                                       12

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