##### Table of Contents



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 March 31, 2007
 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
  þ o
   þ o
  o þ




---



##### 



INDEX
 PART I  FINANCIAL INFORMATION
    
    
    2ITEM 1. FINANCIAL STATEMENTS
    
    
    2ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    
    
    10ITEM 3. CONTROLS AND PROCEDURES
    
    
    18PART II. OTHER INFORMATION
    
    
    19ITEM 1. LEGAL PROCEEDINGS
    
    
    19ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    19ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    19ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    19ITEM 5. OTHER INFORMATION
    
    
    19ITEM 6. EXHIBITS
    
    
    202006 Stock Incentive PlanForm of Incentive Stock Option AgreementSection 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 906 Certification of Chief Executive Officer and Chief Financial Officer




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 March 31,2007AssetsCash and cash equivalentsCash
    
    $
    834,521Federal funds sold
    
    
    17,265,129Total cash and cash equivalents
    
    
    18,099,650Loans (Note 2)Total loans
    
    
    15,283,034Less: Allowance for loan losses
    
    
    (230,000
    )Net loans
    
    
    15,053,034Premises & equipment
    
    
    2,887,326Interest receivable and other assets
    
    
    152,443Total assets
    
    $
    36,192,453Liabilities and Shareholders EquityDeposits (Note 3)Non-interest bearing
    
    $
    4,318,095Interest bearing
    
    
    19,020,474Total deposits
    
    
    23,338,569Interest payable and other liabilities
    
    
    167,042Total liabilities
    
    
    23,505,611Shareholders equityCommon stock, no par value
Authorized  4,500,000 shares
Issued and outstanding  1,800,000 shares
    
    
    17,034,330Additional paid in capital  share based payments
    
    
    420,000Accumulated deficit
    
    
    (4,767,488
    )Total shareholders equity
    
    
    12,686,842Total liabilities and shareholders equity
    
    $
    36,192,453
  2




---



##### Table of Contents



For the Three Months EndedMarch 31,2007
    
    
    2006Interest IncomeLoans, including fees
    
    $
    253,417
    
    
    $
    Federal funds sold
    
    
    161,974
    
    
    
    Total interest income
    
    
    415,391
    
    
    
    Interest expenseDeposits
    
    
    169,643
    
    
    
    Borrowings
    
    
    
    
    
    
    16,500Total interest expense
    
    
    169,643
    
    
    
    16,500Net interest income (expense)
    
    
    245,748
    
    
    
    (16,500
    )Provision for loan losses
    
    
    35,000
    
    
    
    Net interest income (expense) after
provision for loan losses
    
    
    210,748
    
    
    
    (16,500
    )Non-interest incomeService charges and other fees
    
    
    5,075
    
    
    
    Other income
    
    
    32,761
    
    
    
    Total non-interest income
    
    
    37,836
    
    
    
    Non-interest expenseSalaries and benefits
    
    
    434,692
    
    
    
    186,789Occupancy & equipment expense
    
    
    207,753
    
    
    
    66,622Data processing expense
    
    
    56,028
    
    
    
    Advertising and public relations
    
    
    68,920
    
    
    
    Professional fees
    
    
    60,901
    
    
    
    7,556Printing and office supplies
    
    
    11,884
    
    
    
    5,505Other expense
    
    
    59,751
    
    
    
    27,190Total non-interest expense
    
    
    899,929
    
    
    
    293,662Net loss before taxes
    
    
    (651,345
    )
    
    
    (310,162
    )Income taxes
    
    
    
    
    
    
    Net loss
    
    
    ($651,345
    )
    
    
    ($310,162
    )Basic earnings/(loss) per share
    
    
    ($0.36
    )
    
    
    ($3,101.62
    )Diluted earnings/(loss) per share
    
    
    ($0.36
    )
    
    
    ($3,101.62
    )
  3




---



##### Table of Contents



Additional Paid inCommon Stock
    
    
    Capital
    
    
    Accumulated Deficit
    
    
    TotalBalance at December 31, 2006
    
    $
    17,034,330
    
    
    $
    420,000
    
    
    
    ($4,116,143
    )
    
    $
    13,338,187Net loss
    
    
    
    
    
    
    
    
    
    
    (651,345
    )
    
    
    (651,345
    )Balance at March 31, 2007
    
    $
    17,034,330
    
    
    $
    420,000
    
    
    
    ($4,767,488
    )
    
    $
    12,686,842
  4




---



##### Table of Contents



For the Three MonthsEnded March 31,2007
    
    
    2006Cash flows from operating activitiesNet loss
    
    
    ($651,345
    )
    
    
    ($310,162
    )Provision for loan losses
    
    
    35,000
    
    
    
    Depreciation expense
    
    
    82,500
    
    
    
    Net increase in other assets
    
    
    (36,949
    )
    
    
    (226,014
    )Net increase in other liabilities
    
    
    30,225
    
    
    
    22,874Net cash used in operating activities
    
    
    (540,569
    )
    
    
    (513,302
    )Cash flows from investing activitiesIncrease in loans
    
    
    (2,369,457
    )
    
    
    Purchases of premises and equipment
    
    
    (650,946
    )
    
    
    (87,637
    )Net cash used in investing activities
    
    
    (3,020,403
    )
    
    
    (87,637
    )Cash flows from financing activitiesIncrease in deposits
    
    
    13,109,621
    
    
    
    Increase in line of credit payable
    
    
    
    
    
    
    605,000Net cash provided by financing activities
    
    
    13,109,621
    
    
    
    605,000Increase in cash and cash equivalents
    
    
    9,548,649
    
    
    
    4,061Cash and cash equivalents at the
beginning of the period
    
    
    8,551,001
    
    
    
    32,754Cash and cash equivalents at the
end of the period
    
    $
    18,099,650
    
    
    $
    36,815Supplemental cash flow information:Cash paid for interest:
    
    $
    155,334
    
    
    $
    16,500
  5




---



##### Table of Contents



Note 1  Basis of Statement Preperation
    6




---



##### Table of Contents



Note 2  Loans
  2007Mortgage loans on real estate:Residential 1 to 4 family
    
    $
    1,479Multifamily
    
    
    398Commercial
    
    
    4,671Construction
    
    
    478Second mortgage
    
    
    620Equity lines of credit
    
    
    4,282Total mortgage loans on real estate
    
    
    11,928Commercial loans
    
    
    2,943Consumer installment loans
    
    
    418Total loans
    
    
    15,289Less:Allowance for loan losses
    
    
    230Net deferred loan fees
    
    
    6Net loans
    
    $
    15,053
  2007Balance at beginning of year
    
    $
    195Provision for loan losses
    
    
    35Loans charged off
    
    
    0Recoveries of loans previously charged off
    
    
    0Balance at end of year
    
    $
    230
  7




---



##### Table of Contents



Note 3  Deposits
  2007Non-interest bearing deposits
    
    $
    4,318NOW accounts
    
    
    5,043Savings and money market accounts
    
    
    6,637Certificates of Deposit <$100,000
    
    
    1,235Certificates of Deposit >$100,000
    
    
    6,106Total
    
    $
    23,339
  <$100,000
    
    
    >$100,000
    
    
    TotalWithin 12 months
    
    $
    1,235
    
    
    $
    6,106
    
    
    $
    7,341> 12 months
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,235
    
    
    $
    6,106
    
    
    $
    7,341
 Note 4  Leases and Commitments
   2007
    
    $
    201,6382008
    
    
    274,0372009
    
    
    279,8072010
    
    
    285,6952011
    
    
    291,693thereafter
    
    
    1,187,293Total
    
    $
    2,520,163
 8




---



##### Table of Contents



Note 5  Minimum Regulatory Capital Requirements
   For Capital
    
    To beActual
    
    Adequacy Purposes
    
    Well-CapitalizedRatio
    
    
    
    
    
    Ratio
    
    
    
    
    
    RatioAmount
    
    (Percent)
    
    Amount
    
    (Percent)
    
    Amount
    
    (Percent)Total risk-based capital(to risk weighted assets)Bank of Birmingham
    
    
    12,183
    
    
    
    56.87
    
    
    
    1,714
    
    
    
    8.00
    
    
    
    2,142
    
    
    
    10.00Consolidated
    
    
    12,917
    
    
    
    60.27
    
    
    
    1,715
    
    
    
    8.00
    
    
    
    2,143
    
    
    
    10.00Tier I Capital(to risk weighted assets)Bank of Birmingham
    
    
    11,953
    
    
    
    55.79
    
    
    
    857
    
    
    
    4.00
    
    
    
    1,285
    
    
    
    6.00Consolidated
    
    
    12,687
    
    
    
    59.20
    
    
    
    857
    
    
    
    4.00
    
    
    
    1,286
    
    
    
    6.00Tier I Capital(to average assets)Bank of Birmingham
    
    
    11,953
    
    
    
    39.15
    
    
    
    1,221
    
    
    
    4.00
    
    
    
    1,527
    
    
    
    5.00Consolidated
    
    
    12,687
    
    
    
    41.54
    
    
    
    1,222
    
    
    
    4.00
    
    
    
    1,527
    
    
    
    5.00
 9




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
   
    
    the Corporation 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;
    
    the Corporation has no operating history upon which to base an estimate of its future
financial performance;
    
    the Corporation expects to incur losses during its initial years of operations;
    
    failure of the Corporation 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;
 10




---



##### Table of Contents




    
    an economic downturn, especially one affecting the Banks primary service areas, may
have an adverse effect on the Corporations financial performance;
    
    adverse economic conditions in the automobile manufacturing and related service
industries may impact the Corporations banking business;
    
    monetary policy and other economic factors could adversely affect the Banks profitability;
    
    the common stock of the Corporation 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 Corporation does not intend to pay dividends in the foreseeable future;
    
    the Corporation and Bank are subject to extensive regulatory oversight, which could
restrain growth and profitability;
    
    the Corporation may not be able to raise additional capital on terms favorable to it;
    
    subscribers will incur immediate and substantial dilution in the book value per share
of any shares that they purchase in the offering;
    
    the liquidity of the Corporations common stock will be affected by its limited trading
market;
    
    the Corporations articles of incorporation and bylaws, and the employment agreements
of the Corporation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 Corporations profitability;
and,
    
    the Corporations directors and executive officers could have the ability to influence
shareholder actions in a manner that may be adverse to a shareholders personal investment
objectives.
  11




---



##### Table of Contents



OVERVIEW
     PLAN OF OPERATION
  12




---



##### Table of Contents



FINANCIAL RESULTS
 ASSETS
       13




---



##### Table of Contents



LIABILITIES
   As of March 31,2007Balance
    
    
    PercentageNoninterest bearing demand
    
    $
    4,318
    
    
    
    18.50NOW accounts
    
    
    5,043
    
    
    
    21.61Money market
    
    
    6,482
    
    
    
    27.77Savings
    
    
    155
    
    
    
    0.66Time deposits under $100,000
    
    
    1,235
    
    
    
    5.29Time deposits over $100,000
    
    
    6,106
    
    
    
    26.17Total deposits
    
    $
    23,339
    
    
    
    100.00
 14




---



##### Table of Contents



NET INTEREST INCOME
   Three Months Ended March 31, 2007InterestAverage
    
    Income/
    
    AverageBalance
    
    Expense
    
    RateAssetsLoans
    
    
    14,109
    
    
    
    253,417
    
    
    
    7.18
    %Federal funds sold
    
    
    12,625
    
    
    
    161,974
    
    
    
    5.13
    %Total Earning Assets/
    
    
    26,734
    
    
    
    415,391
    
    
    
    6.22
    %Total Interest Income/Average YieldCash and due from banks
    
    
    1,267All other assets
    
    
    2,537Total Assets
    
    
    30,538Laibilities and EquityNOW accounts
    
    
    2,455
    
    
    
    22,714
    
    
    
    3.70
    %Money market
    
    
    5,717
    
    
    
    75,381
    
    
    
    5.27
    %Savings
    
    
    181
    
    
    
    670
    
    
    
    1.48
    %Time deposits
    
    
    5,486
    
    
    
    70,878
    
    
    
    5.17
    %Total Interest Bearing Liabilities/
    
    
    13,839
    
    
    
    169,643
    
    
    
    4.90
    %Total Interest Expense/Average YieldNoninterest bearing demand deposits
    
    
    3,527All other liabilities
    
    
    73Shareholders Equity
    
    
    13,099Net Interest Income/Interest Rate Spread
    
    
    
    
    
    
    245,748
    
    
    
    1.32
    %Net Interest Margin (Net Interest
Income/Total Earning Assets)
    
    
    
    
    
    
    
    
    
    
    3.68
    %
 15




---



##### Table of Contents



PROVISION FOR CREDIT LOSSES
  NONINTEREST INCOME
  NONINTEREST EXPENSE
  INCOME TAXES
    FUNDING OF OPERATIONS AND LIQUIDITY
  16




---



##### Table of Contents



LIQUIDITY AND INTEREST RATE SENSITIVITY
      OFF BALANCE SHEET ARRANGEMENTS
  17




---



##### Table of Contents



ITEM 3. CONTROLS AND PROCEDURES
     18




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 ITEM 5. OTHER INFORMATION.
  19




---



##### Table of Contents



ITEM 6. EXHIBITS.
 Exhibit Number
    
    Description of Exhibit10.1
    
    2006 Stock Incentive Plan10.2
    
    Form of Incentive Stock Option Agreement31.1
    
    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.
 20




---



##### Table of Contents



SIGNATURES
  BIRMINGHAM BLOOMFIELD BANCSHARES, INC.Date: May 14, 2007
    By:
    /s/ Robert E. FarrRobert E. FarrChief Executive OfficerDate:  May 14, 2007
    By:
    /s/ Richard J. MillerRichard J. MillerChief Financial Officer




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    Description of Exhibit10.1
    
    2006 Stock Incentive Plan10.2
    
    Form of Incentive Stock Option Agreement31.1
    
    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