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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10 - QSB
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 Commission File Number 333-128127
 BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
  Michigan
    
    20-1132959(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 33583 Woodward Avenue, Birmingham, MI 48009
 (248) 723-7200
 o þ
 o þ
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 o o
 APPLICABLE ONLY TO CORPORATE ISSUERS
   
 o þ
 SEC 2334 (9-05)
    
    Persons who are to respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control number.




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INDEX
 PART I  FINANCIAL INFORMATION
    
    
    3ITEM 1. FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    
    
    11ITEM 3. CONTROLS AND PROCEDURES
    
    
    15PART II. OTHER INFORMATION
    
    
    15ITEM 1. LEGAL PROCEEDINGS
    
    
    15ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    15ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    17ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    17ITEM 5. OTHER INFORMATION
    
    
    17ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
    
    
    17Certification Pursuant to Rule 13a-15(e) and 15d-15(e)Certification Pursuant to Rule 13a-15(e) and 15d-15(e)Certification Pursuant to Rule 13a-14(b) and 15d-14(b)
 2




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 ASSETSCash
    
    $
    22,667Deposits
    
    
    17,291Deferred offering costs (note 1)
    
    
    148,000Equipment
    
    
    66,234Total Assets
    
    $
    254,192LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Related party notes payable (note 2)
    
    $
    749,000Bank note payable (note 3)
    
    
    310,000Other liabilities (note 4)
    
    
    68,741Total Liabilities
    
    
    1,127,741Shareholders equity (deficit)Common Stock, $1.00 par valueAuthorized -4,500,000 sharesIssued and outstanding  100 shares at September 30, 2005
    
    
    1,000Accumulated deficit
    
    
    (874,549
    )Total shareholders equity (deficit)
    
    
    (873,549
    )Total liabilities and shareholders equity (deficit)
    
    $
    254,192
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Period fromFebruary 26, 2004Three Months Ended
    
    
    (inception) toSeptember 30, 2005
    
    
    September 30, 2005Total Revenue
    
    $
    0
    
    
    $
    0Operating ExpensesProfessional Fees (note 4)
    
    
    114,066
    
    
    
    697,204Rent (note 6)
    
    
    33,000
    
    
    
    88,000Building Maintenance
    
    
    12,535
    
    
    
    28,493Supplies
    
    
    676
    
    
    
    3,898Telephone
    
    
    1,753
    
    
    
    3,738Travel and Entertainment
    
    
    877
    
    
    
    9,236Postage
    
    
    295
    
    
    
    1,846Miscellaneous
    
    
    25,389
    
    
    
    42,134Total Operating Expenses
    
    
    188,591
    
    
    
    874,549Income Taxes (note 5)
    
    
    
    
    
    
    Net Loss
    
    ($
    188,591
    )
    
    ($
    874,549
    )Net Loss per Share
    
    ($
    1,885.91
    )
    
    ($
    8,745.49
    )
  4




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Deficit AccumulatedCommon
    
    
    During theStock
    
    
    Development Stage
    
    
    TotalBalance at February
26, 2004
    
    
    
    
    
    
    
    
    
    
    Issuance of 100 sharesCommon Stock
    
    $
    1,000
    
    
    
    
    
    
    $
    1,000Net Loss
    
    
    
    
    
    ($
    685,958
    )
    
    
    (685,958
    )Balance at June 30,
2005
    
    
    1,000
    
    
    
    (685,958
    )
    
    
    (684,958
    )Net Loss
    
    
    
    
    
    
    (188,591
    )
    
    
    (188,591
    )Balance at September
30, 2005
    
    $
    1,000
    
    
    ($
    874,549
    )
    
    ($
    873,549
    )
  5




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Period fromFebruaryThree Months
    
    
    26, 2004Ended
    
    
    (inception) toSeptember
    
    
    September30, 2005
    
    
    30, 2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (188,591
    )
    
    $
    (874,549
    )Net increase in other assets
    
    
    (148,000
    )
    
    
    (165,291
    )Net increase in other liabilities
    
    
    39,578
    
    
    
    68,741Net cash used in operating activities
    
    
    (297,013
    )
    
    
    (971,099
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchases of equipment
    
    
    (50,096
    )
    
    
    (66,234
    )CASH FLOWS FROM FINANCING ACTIVITIESSale of Stock
    
    
    
    
    
    
    1,000Increase in notes payable from related parties
    
    
    
    
    
    
    749,000Increase in notes payable from related parties
    
    
    310,000
    
    
    
    310,000Net cash provided by financing activities
    
    
    310,000
    
    
    
    1,060,000INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (37,109
    )
    
    
    22,667CASH AND
CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD
    
    
    59,776
    
    
    
    CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
    
    $
    22,667
    
    
    $
    22,667
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Note 1
 Summary of Significant accounting principles
 Organization
 Basis of Presentation
 Organization and Preopening costs
 Deferred Offering Costs
 Income Taxes 
 Earnings per Share
 Note 2  Related Party Notes Payable
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Note 3  Notes Payable
  Note 4  Other Liabilities
  Note 5  Income Taxes
 Income
Taxes
  Deferred tax assets:Net operating loss carryforward
    
    $
    298,000Less valuation allowance
    
    
    (298,000
    )Total net deferred tax asset
    
    $
    
  8




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Note 5  Income Taxes (Continued)
  PeriodfromFebruaryThree
    
    26, 2004Months
    
    (inception)ended
    
    toSeptember
    
    September30, 2005
    
    30, 2005Loss before income taxes `
    
    $
    188,591
    
    
    $
    874,549Income tax benefit at federal statutory rate of 34 percent
    
    
    64,121
    
    
    
    297,346Other
    
    
    879
    
    
    
    654Change in valuation allowance
    
    
    65,000
    
    
    
    298,000Total income tax expense
    
    $
    
    
    
    $
    
 Note 6  Leases and Commitments
   October 1, 2005 - December 31, 2005
    
    $
    45,5842006
    
    
    257,1192007
    
    
    269,0222008
    
    
    274,0372009
    
    
    279,8072010
    
    
    285,6952011 and after
    
    
    1,478,986Total
    
    $
    2,890,250
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Note 7  Stock Options and Stock Warrants
  10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
   
    
    the Company and Bank must receive regulatory approvals before the Bank may open for
business;
    
    the Bank must satisfy certain conditions following regulatory approval before it
may open for business;
    
    any delay in beginning banking operations will result in
additional losses;
    
because the offering is underwritten, we may be unable to raise the minimum offering amount.
    
    the Company has no operating history upon which to base an estimate of its future
financial performance;
    
    the Company expects to incur losses during its initial years of operations;
    
    failure of the Company or the Bank to implement its business strategies may
adversely affect its financial performance.
    
    departures of key personnel or directors may impair the
Banks operations;
    
the Bank will face intense competition from a variety of
competitors;
    
the Banks legal lending limits may impair its ability to attract borrowers;
    
    an economic downturn, especially one affecting the Banks primary service areas,
may have an adverse effect on the Companys financial performance;
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
    
    adverse economic conditions in the automobile manufacturing and related service
industries may impact the Companys banking business;
    
    monetary policy and other economic factors could adversely
affect the Banks profitability;
    
    the common stock of the Company is not an insured
deposit;
    
    your share ownership may be diluted in the future
    
    the Bank could be negatively affected by changes in interest rates;
    
    the determination of the offering price in the initial public offering was
arbitrary, and shareholders may be unable to resell their shares at or above the offering
price;
    
    the Company does not intend to pay dividends in the foreseeable future;
    
    the Company and Bank are subject to extensive regulatory oversight, which could
restrain growth and profitability;
    
    the Company may not be able to raise additional capital on terms favorable to it;
    
    you will incur immediate and substantial dilution in the book value per share of
any shares that you purchase in the offering;
    
    the liquidity of the Companys common stock will be affected by its limited trading
market
    
    the Companys articles of incorporation and bylaws, and the employment agreements
of the Companys executive officers, contain provisions that could make a takeover more
difficult;
    
    management of the Bank may be unable to adequately measure and limit credit risk
associated with the loan portfolio, which would affect the Companys profitability; and,
    
    the Companys directors and executive officer could have the ability to influence
shareholder actions in a manner that may be adverse to your personal investment objectives.
  OVERVIEW
  12




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
    
    seeking, interviewing and selecting the organizers, directors and officers of the Company and the Bank;
    
    preparing the business plan; and
    
    applying with the Federal Reserve to become a bank holding company.
 PLAN OF OPERATION
    13




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FINANCIAL RESULTS
    FUNDING OF OPERATIONS AND LIQUIDITY
    14




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CAPITAL EXPENDITURES
  
 ITEM 3. CONTROLS AND PROCEDURES
     
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  15




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Birmingham Bloomfield Bancshares, Inc.
 Minimum offering

    
    Maximum offeringGross proceeds
from offering
    
    $
    12,251,000
    
    
    
    100.0
    %
    
    $
    17,251,000
    
    
    
    100.0
    %Organizer Loans to be
converted to stock
    
    
    749,000
    
    
    
    6.1
    %
    
    
    749,000
    
    
    
    4.3
    %Stock Offering Expenses
    
    
    (600,000
    )
    
    
    (4.9
    )
    
    
    (600,000
    )
    
    
    (3.5
    )Pre-opening expenses
recognized by holding
company
    
    
    (250,000
    )
    
    
    (2.0
    )
    
    
    (250,000
    )
    
    
    (1.4
    )Investment in Bank stock
    
    
    (12,050,000
    )
    
    
    (98.4
    )%
    
    
    (15,550,000
    )
    
    
    (90.1)
    %$
    100,000
    
    
    
    0.8
    %
    
    $
    1,600,000
    
    
    
    9.3
    %
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Bank of Birmingham
  Minimum offering
    
    
    Maximum offeringGross Proceeds
from offering
    
    $
    12,050,000
    
    
    
    100.0
    %
    
    $
    15,550,000
    
    
    
    100.0
    %Pre-opening expenses
    
    $
    (1,000,000
    )
    
    
    8.3
    %
    
    $
    (1,000,000
    )
    
    
    6.4
    %Furniture, fixtures
and equipment
    
    $
    (1,050,000
    )
    
    
    8.7
    %
    
    $
    (1,050,000
    )
    
    
    6.8
    %Loans to customers,
investment and
other general
purposes
    
    $
    (10,000,000
    )
    
    
    83.0
    %
    
    $
    (13,500,000
    )
    
    
    86.8
    %Remaining proceeds
    
    $
    0
    
    
    
    0.0
    %
    
    $
    0
    
    
    
    0.0
    %
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 ITEM 5. OTHER INFORMATION.
  
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
 Exhibit Number
    
    Description of Exhibit31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer.31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer.32
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 17




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SIGNATURES
  
 BIRMINGHAM BLOOMFIELD BANCSHARES, INC.Date:  December 27, 2005
    By:
    /s/ Robert E. FarrRobert E. FarrChief Executive OfficerDate:  December 27, 2005
    By:
    /s/ Richard J. MillerRichard J. MillerChief Financial Officer 18




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EXHIBIT INDEX
 Exhibit Number
    
    Description of Exhibit31.1
    
    Certification pursuant to Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act31.2
    
    Certification pursuant to Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act32
    
    Certification pursuant to Rules 13a-14(b) or Rule 15d-14(b)
of the Securities Exchange Act and 18 U.S.C. §1350
 19