U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


(Amendment No.
1)


(Mark
One)





x
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
Fiscal quarter ended September
30, 2009





o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from ___________ to _____________





Commission
File Number: 333-150266





BNH
INC.


(Exact
Name of Registrant as specified in its charter)





Nevada
            
            92-0189305(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)





BNH
INC.


c/o
Nehemya Hesin


29 Rashbi
St. Apt # 19


Modiin Illit, Israel,
71919





(Address
of principal executive offices, including zip code)







Indicate
by check mark whether the Registrant (1) 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 Noo




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 (§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 o     No o





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


YES x NO o





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.


(Check
one): Large accelerated filer o    Accelerated
filer   ̈    Non-accelerated
filer   ̈    Smaller
reporting company  x





The
issuer had 7,583,334 shares of its common stock issued and outstanding as of
November 11, 2009.





Explanatory Note
  BNH Inc.
(the “Company”) is filing this Amendment No. 1 to Form 10-Q for the period ended
September 30, 2009, which was originally filed on November 12, 2009, to revise
the indication of the Company as a shell company. This Form 10-Q/A does not
reflect events occurring after the filing of the original Form 10-Q or modify or
update any disclosures that may have been affected by subsequent events.
Consequently, all other information is unchanged and reflects the disclosures
made at the time of the filing of the Form 10-Q (which continues to speak as of
the date thereof). Please read all of our filings with the Commission in
conjunction with this Form 10Q/A.





TABLE OF
CONTENTS





PagePART
      IITEM
      1.
                          
                          Financial
      Statements
                          F-1ITEM
      2.
                          
                          Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                          4ITEM
      3.
                          
                          Quantitative
      and Qualitative Disclosures about Market Risk
                          6ITEM
      4.
                          
                          Controls
      and Procedures
                          6PART
      IIITEM
      1.
                          
                          Legal
      Proceedings
                          7ITEM 1A.
                          
                          Risk
      Factors
                          7ITEM
      2.
                          
                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                          7ITEM
      3.
                          
                          Defaults
      Upon Senior Securities
                          7ITEM
      4.
                          
                          Submission
      of Matters to a Vote of Security Holders
                          7ITEM
      5.
                          
                          Other
      Information
                          7ITEM
      6.
                          
                          Exhibits
                          7Signatures
                          8


2





Cautionary
Statement Concerning


Forward-Looking
Statements





USE OF
NAMES




In this
quarterly report, the terms “BNH,” “Company,” “we,” or “our,” unless the context
otherwise requires, mean BNH Inc.




CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




This
Quarterly Report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking statements.
Forward-looking statements give the Company’s current expectations, plans,
objectives, assumptions, or forecasts of future events. All statements other
than statements of current or historical fact contained in this quarterly
report, including statements regarding the Company’s future financial position,
business strategy, budgets, projected costs and plans and objectives of
management for future operations, are forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management
believes,” “we believe,” “we intend,” and similar expressions. These statements
are based on the Company’s current plans and are subject to risks and
uncertainties, and as such the Company’s actual future activities and results of
operations may be materially different from those set forth in the forward
looking statements. Any or all of the forward-looking statements in this
quarterly report may turn out to be inaccurate and as such, you should not place
undue reliance on these forward-looking statements. The Company has based these
forward-looking statements largely on its current expectations and projections
about future events and financial trends that it believes may affect its
financial condition, results of operations, business strategy and financial
needs. The forward-looking statements can be affected by inaccurate assumptions
or by known or unknown risks, uncertainties, and assumptions due to a number of
factors, including:




·
            dependence on key
      personnel;




·
            competitive
      factors;




·
            degree of success of research and
      development programs




·
            the operation of our business;
      and




·
            general economic conditions in
      the United States and
Israel.




These
forward-looking statements speak only as of the date on which they are made, and
except to the extent required by federal securities laws, we undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements contained in
this Quarterly Report.


3


PART
I





Item
1. Financial Statements.


BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
  INDEX
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009
  Financial
      Statements-Balance
      Sheets as of September 30, 2009 and December 31, 2008
                      F-2Statements
      of Operations for the Three Months and Nine Months EndedSeptember
      30, 2009 and 2008, and Cumulative from Inception
                      F-3Statement
      of Changes in Stockholders’ Equity for the Period from
      InceptionThrough
      September 30, 2009
                      F-4Statements
      of Cash Flows for the Nine Months EndedSeptember
      30, 2009 and 2008,and Cumulative from Inception
                      F-5Notes
      to Financial Statements
                      F-6
  F-1
  BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 AS
OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
 
 As of
                              
                              
                              As ofSeptember 30,
                              
                              
                              December 31,2009
                              
                              
                              2008(Unaudited)
                              
                              
                              (Audited)ASSETSCurrent
      Assets:Cash
      in bank
                              
                              $
                              6,559
                              
                              
                              $
                              6,354Prepaid
      expenses
                              
                              
                              586
                              
                              
                              
                              287Total
      current assets
                              
                              
                              7,145
                              
                              
                              
                              6,641Total
      Assets
                              
                              $
                              7,145
                              
                              
                              $
                              6,641LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      Liabilities:Accounts
      payable
                              
                              $
                              18,060
                              
                              
                              $
                              200Accrued
      liabilities
                              
                              
                              8,500
                              
                              
                              
                              5,500Due
      to shareholder
                              
                              
                              13,294
                              
                              
                              
                              250Total
      current liabilities
                              
                              
                              39,854
                              
                              
                              
                              5,950Total
      liabilities
                              
                              
                              39,854
                              
                              
                              
                              5,950Commitments
      and Contingencies
                              
                              
                              -
                              
                              
                              
                              -Stockholders'
      Equity (Deficit):Preferred
      stock, par value $0.001 per share, 5,000,000 shares authorized; no shares
      issued and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, par value $0.001 per share, 100,000,000 shares authorized;
      7,291,667 and 7,000,000 shares issued and outstanding,
      respectively
                              
                              
                              7,292
                              
                              
                              
                              7,000Additional
      paid-in capital
                              
                              
                              56,458
                              
                              
                              
                              48,000Paid
      stock subscription
                              
                              
                              8,750
                              
                              
                              
                              -(Deficit)
      accumulated during development stage
                              
                              
                              (105,209
                              )
                              
                              
                              (54,309
                              )Total
      stockholders' equity (deficit)
                              
                              
                              (32,709
                              )
                              
                              
                              691Total
      Liabilities and Stockholders' Equity (Deficit)
                              
                              $
                              7,145
                              
                              
                              $
                              6,641
 
 The
accompanying notes to financial statements are
 an
integral part of these statements.
  F-2
  BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS
 FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008,AND
CUMULATIVE FROM INCEPTION (SEPTEMBER 4, 2007)
 THROUGH
SEPTEMBER 30, 2009
 (Unaudited)
 
 Three Months Ended
                  
                  
                  Nine Months Ended
                  
                  
                  CumulativeSeptember 30,
                  
                  
                  September 30,
                  
                  
                  From2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  Inception(Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  (Unaudited)Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses:General
      and administrative-Professional
      fees
                  
                  
                  24,065
                  
                  
                  
                  7,577
                  
                  
                  
                  45,765
                  
                  
                  
                  19,577
                  
                  
                  
                  91,399Filing
      fees
                  
                  
                  398
                  
                  
                  
                  344
                  
                  
                  
                  1,340
                  
                  
                  
                  2,373
                  
                  
                  
                  4,053Officers'
      compensation paid by issued shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,750Travel
      expense
                  
                  
                  3,419
                  
                  
                  
                  -
                  
                  
                  
                  3,419
                  
                  
                  
                  -
                  
                  
                  
                  3,419Organization
      costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  488Other
                  
                  
                  136
                  
                  
                  
                  40
                  
                  
                  
                  376
                  
                  
                  
                  615
                  
                  
                  
                  1,100Total
      general and administrative expenses
                  
                  
                  28,018
                  
                  
                  
                  7,961
                  
                  
                  
                  50,900
                  
                  
                  
                  22,565
                  
                  
                  
                  105,209-(Loss)
      from Operations
                  
                  
                  (28,018
                  )
                  
                  
                  (7,961
                  )
                  
                  
                  (50,900
                  )
                  
                  
                  (22,565
                  )
                  
                  
                  (105,209
                  )Other
      Income (Expense)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Provision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      (Loss)
                  
                  $
                  (28,018
                  )
                  
                  $
                  (7,961
                  )
                  
                  $
                  (50,900
                  )
                  
                  $
                  (22,565
                  )
                  
                  $
                  (105,209
                  )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Number of Common Shares Outstanding - Basic and
      Diluted
                  
                  
                  7,209,239
                  
                  
                  
                  7,000,000
                  
                  
                  
                  7,070,513
                  
                  
                  
                  6,919,708
 
 The
accompanying notes to financial statements are
 an
integral part of these statements.
  F-3
  BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
 FOR
THE PERIOD FROM INCEPTION (SEPTEMBER 4, 2007)
 THROUGH
SEPTEMBER 30, 2009
 (Unaudited)
 
 (Deficit)AccumulatedAdditional
                      
                      
                      Paid
                      
                      
                      During theCommon stock
                      
                      
                      Paid-in
                      
                      
                      Stock
                      
                      
                      DevelopmentDescription
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Subscriptions
                      
                      
                      Stage
                      
                      
                      TotalsBalance
      at inception
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Common
      stock issued for officers' compensation
                      
                      
                      4,750,000
                      
                      
                      
                      4,750
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,750Payment
      for stock subscriptions
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,000
                      
                      
                      
                      -
                      
                      
                      
                      1,000Common
      stock issued for cash
                      
                      
                      1,250,000
                      
                      
                      
                      1,250
                      
                      
                      
                      24,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,250Net
      (loss) for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (25,798
                      )
                      
                      
                      (25,798
                      )Balance
      - December 31, 2007
                      
                      
                      6,000,000
                      
                      
                      
                      6,000
                      
                      
                      
                      24,000
                      
                      
                      
                      1,000
                      
                      
                      
                      (25,798
                      )
                      
                      
                      5,202Common
      stock issued for cash
                      
                      
                      1,000,000
                      
                      
                      
                      1,000
                      
                      
                      
                      24,000
                      
                      
                      
                      (1,000
                      )
                      
                      
                      -
                      
                      
                      
                      24,000Net
      (loss) for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (28,511
                      )
                      
                      
                      (28,511
                      )Balance
      - December 31, 2008
                      
                      
                      7,000,000
                      
                      
                      
                      7,000
                      
                      
                      
                      48,000
                      
                      
                      
                      -
                      
                      
                      
                      (54,309
                      )
                      
                      
                      691Common
      stock issued for cash
                      
                      
                      291,667
                      
                      
                      
                      292
                      
                      
                      
                      8,458
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      8,750Payment
      for stock subscriptions
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      8,750
                      
                      
                      
                      -
                      
                      
                      
                      8,750Net
      (loss) for the period
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (50,900
                      )
                      
                      
                      (50,900
                      )Balance
      - September 30, 2009
                      
                      
                      7,291,667
                      
                      
                      $
                      7,292
                      
                      
                      $
                      56,458
                      
                      
                      $
                      8,750
                      
                      
                      $
                      (105,209
                      )
                      
                      $
                      (32,709
                      )
 
 The
accompanying notes to financial statements are
 an
integral part of these statements.
  F-4
 
 BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008, AND
 CUMULATIVE
FROM INCEPTION (SEPTEMBER 4, 2007)
 THROUGH
SEPTEMBER 30, 2009
 (Unaudited)
 
 Nine Months Ended
                  
                  
                  CumulativeSeptember 30,
                  
                  
                  From2009
                  
                  
                  2008
                  
                  
                  Inception(Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  (Unaudited)Operating
      Activities:Net
      (loss)
                  
                  $
                  (50,900
                  )
                  
                  $
                  (22,565
                  )
                  
                  $
                  (105,209
                  )Adjustments
      to reconcile net (loss) to net cash provided by operating
      activities:Common
      stock issued for officers' compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,750Changes
      in net assets and liabilities-Prepaid
      expenses
                  
                  
                  (299
                  )
                  
                  
                  (626
                  )
                  
                  
                  (586
                  )Accounts
      payable
                  
                  
                  17,860
                  
                  
                  
                  6,825
                  
                  
                  
                  18,060Accrued
      liabilities
                  
                  
                  3,000
                  
                  
                  
                  (16,750
                  )
                  
                  
                  8,500Net
      Cash Used in Operating Activities
                  
                  
                  (30,339
                  )
                  
                  
                  (33,116
                  )
                  
                  
                  (74,485
                  )Investing
      Activities:Cash
      provided by investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Cash Provided by Investing Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Financing
      Activities:Loan
      from shareholder
                  
                  
                  13,044
                  
                  
                  
                  -
                  
                  
                  
                  13,294Paid
      stock subscriptions
                  
                  
                  8,750
                  
                  
                  
                  -
                  
                  
                  
                  8,750Issuance
      of common stock for cash
                  
                  
                  8,750
                  
                  
                  
                  24,000
                  
                  
                  
                  59,000Net
      Cash Provided by Financing Activities
                  
                  
                  30,544
                  
                  
                  
                  24,000
                  
                  
                  
                  81,044Net
      (Decrease) Increase in Cash
                  
                  
                  205
                  
                  
                  
                  (9,116
                  )
                  
                  
                  6,559Cash
      - Beginning of Period
                  
                  
                  6,354
                  
                  
                  
                  26,440
                  
                  
                  
                  -Cash
      - End of Period
                  
                  $
                  6,559
                  
                  
                  $
                  17,324
                  
                  
                  $
                  6,559Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      schedule of noncash investing and financing activities:Common
      stock issued as compensation to officers
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  4,750
 
 The
accompanying notes to financial statements are an integral part of these
statements.
  F-5
  BNH
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
  1. Summary of
Significant Accounting Policies
  Basis
of Presentation and Organization
 
 BNH Inc.
(the “Company”) is a Nevada corporation in the development stage, and has
limited operations. The Company was incorporated under the laws of the State of
Nevada on September 4, 2007. The proposed business plan of the Company is
toprovide matching
services for corporations who need to reduce emission outputs in light of more
stringent environmental regulations with emission credit specialists who can
assist such corporations in reducing their emissions and in earning and/or
trading carbon credits..
 
 The
accompanying financial statements of the Company were prepared from the accounts
of the Company under the accrual basis of accounting.
 
 Unaudited
Interim Financial Statements
 
 The
interim financial statements of the Company as of September 30, 2009, and for
the periods ended, and cumulative from inception, are unaudited. However, in the
opinion of management, the interim financial statements include all adjustments,
consisting of only normal recurring adjustments, necessary to present fairly the
Company’s financial position as of September 30, 2009, and the results of its
operations and its cash flows for the periods ended September 30, 2009, and
cumulative from inception. These results are not necessarily indicative of the
results expected for the calendar year ending December 31, 2009. The
accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States. Refer to the Company’s audited financial statements as of
December 31, 2008, filed with the SEC, for additional information, including
significant accounting policies.
 
 Cash and Cash
Equivalents
 
 For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
 
 Revenue
Recognition
 
 The Company is in the development stage
and has yet to realize revenues from operations. Once the Company has commenced
operations, it will recognize revenues when delivery of goods or completion of
services has occurred provided there is persuasive evidence of an agreement,
acceptance has been approved by its customers, the fee is fixed or determinable
based on the completion of stated terms and conditions, and collection of any
related receivable is probable.
 
 Loss
per Common Share
 
 Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended September 30, 2009.
  F-6
  Income
Taxes
 
 The
Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes”
(“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
 
 The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the federal tax
laws.
 
 Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
  Fair
Value of Financial Instruments
 
 The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of December 31, the carrying value of accounts payable-trade and
accrued liabilities approximated fair value due to the short-term nature and
maturity of these instruments.
 
 Deferred
Offering Costs
 
 The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
 
 Concentration
of Risk
 
 As of
September 30, 2009, the Company maintained its cash account at one commercial
bank. The balance in the account was subject to FDIC coverage.
 
 Common
Stock Registration Expenses
 
 The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are reflected in the
accompanying financial statements as general and administrative expenses, and
are expensed as incurred.
 
 Lease
Obligations
 
 All
noncancellable leases with an initial term greater than one year are categorized
as either capital leases or operating leases. Assets recorded under capital
leases are amortized according to the methods employed for property and
equipment or over the term of the related lease, if shorter.
  F-7
 
 Estimates
 
 The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of September 30, 2009, and expenses for the period ended
September 30, 2009, and cumulative from inception. Actual results could differ
from those estimates made by management.
 
 Recent Accounting
Pronouncements
 
 In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective
as of the beginning of each reporting entity’s first annual reporting period
that begins after November 15, 2009, for interim periods within that first
annual reporting period and for interim and annual reporting periods thereafter.
The Company does not expect that the adoption of this standard will have a
material impact on the Company's financial statements.
 
 In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and addresses (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the
qualifying special-purpose entity concept in SFAS 166 and (2) constituent
concerns about the application of certain key provisions of Interpretation
46(R), including those in which the accounting and disclosures under the
Interpretation do not always provide timely and useful information about an
enterprise’s involvement in a variable interest entity. SFAS 167 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter. The
Company does not expect that the adoption of this standard will have a material
impact on the Company's financial statements.
 
 In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is non-authoritative. The Company does not expect
that the adoption of this standard will have a material impact on the Company's
financial statements.
 
 On May
28, 2009, the Financial Accounting Standards Board issued Subsequent Events
("SFAS No. 165"). SFAS No. 165 provides guidance on management's assessment of
subsequent events and requires additional disclosure about the timing of
management's assessment of subsequent events. SFAS No. 165 does not
significantly change the accounting requirements for the reporting of subsequent
events. SFAS No. 165 is effective for interim or annual financial periods ending
after June 15, 2009.
 
 In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”).  FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim and
annual periods the inputs and valuation techniques used to measure fair
value.  This FSP is effective for interim and annual periods ending
after June 15, 2009.
  F-8
 
 Subsequent
events
 
 The
Company evaluated events occurring between the balance sheet date and November
11, 2009, the date the financial statements were issued.
 
 2. Development Stage
Activities and Going Concern
 
 The
Company is currently in the development stage, and has not commenced operations.
The business plan of the Company is to provide matching services for
corporations who need to reduce emission outputs in light of more stringent
environmental regulations with emission credit specialists who can assist such
corporations in reducing their emissions and in earning and/or trading carbon
credits..
 
 On
November 30, 2007, the Company began a capital formation activity through a PPO,
exempt from registration under the Securities Act of 1933, to raise up to
$50,000 through the issuance of 2,000,000 shares of its common stock, par value
$0.001 per share, at an offering price of $0.025 per share. As of January 23,
2008, the Company had fully subscribed the PPO and raised $50,000 in proceeds
with the issuance of 2,000,000 shares of its common stock.
 
 The Company also commenced an activity
to submit a Registration Statement on Form S-1 to the Securities and Exchange
Commission (“SEC”) to register 2,000,000 of its outstanding shares of common
stock on behalf of selling stockholders. The Company will not receive any of the
proceeds of this registration activity once the shares of common stock are
sold.The Registration
Statement on Form S-1 was filed with the SEC on April 16, 2008, and declared
effective on April 30, 2008.
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. The Company has not established
any source of revenues to cover its operating costs, and as such, has incurred
an operating loss since inception. Further, as of September 30, 2009, the cash
resources of the Company were insufficient to meet its current business plan.
These and other factors raise substantial doubt about the Company’s ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.
 
 3.   Loan
from Stockholder
 
 As of
September 30, 2009, a loan from an individual who is a stockholder of the
Company amounted to $13,294. The loan was provided for working capital purposes,
and is unsecured, non-interest bearing, and has no terms for
repayment.
 
 4. Common
Stock
 
 On
September 4, 2007, pursuant to the terms of a subscription agreement, the
Company sold 250,000 shares of common stock to Mrs. Goldy Klein, Secretary, for
cash payment of $250 (par value).  The Company believes this issuance
was deemed to be exempt under Regulation S of the Securities Act.
 
 On
October 18, 2007, the Company issued 1,500,000 shares of common stock, valued at
$1,500, to an officer of the Company for services rendered.
 
 On
October 25, 2007, the Company issued 250,000 shares of common stock, valued at
$250, to an officer of the Company for services rendered.
 
 On
November 12, 2007, the Company issued 3,000,000 shares of common stock, valued
at $3,000, to an officer of the Company for services rendered.
  F-9
 
 In
addition, on November 30, 2007, the Company began a capital formation activity
through a PPO, exempt from registration under the Securities Act of 1933, to
raise up to $50,000 through the issuance of 2,000,000 shares of its common
stock, par value $0.001 per share, at an offering price of $0.025 per share. As
of December 27, 2007, the Company had received $26,000 in proceeds from the PPO.
As of January 23, 2008, the Company had fully subscribed the PPO and raised
$50,000 in proceeds with the issuance of 2,000,000 shares of its common
stock.
 
 The
Company also submitted a Registration Statement on Form S-1 to the Securities
and Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares
of common stock on behalf of selling stockholders. The Company will not receive
any of the proceeds of this registration activity once the shares of common
stock are sold.  The Registration Statement on Form S-1 was filed with
the SEC on April 16, 2008, and declared effective on April 30,
2008.
  On July
27, 2009, the Company completed a subscription agreement pursuant to which it
issued and sold 291,667 shares of common stock at an offering price of $0.03 per
share, for the aggregate purchase price of $8,750.
 
 5. Income
Taxes
 
 The
provision (benefit) for income taxes for the period ended September 30, 2009 and
2008 was as follows (assuming a 23% effective tax rate):
  2009
                    
                    
                    2008Current
      Tax Provision:Federal-Taxable
      income
                    
                    $
                    -
                    
                    
                    $
                    -Total
      current tax provision
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
      Tax Provision:Federal-Loss
      carryforwards
                    
                    $
                    11,707
                    
                    
                    $
                    5,190Change
      in valuation allowance
                    
                    
                    (11,707
                    )
                    
                    
                    (5,190
                    )Total
      deferred tax provision
                    
                    $
                    -
                    
                    
                    $
                    -
 
 The
Company had deferred income tax assets as of September 30, 2009 and December 31,
2008 as follows:
  2009
                    
                    
                    2008Loss
      carryforwards
                    
                    $
                    24,198
                    
                    
                    $
                    12,491Less
      - valuation allowance
                    
                    
                    (24,198
                    )
                    
                    
                    (12,491
                    )Total
      net deferred tax assets
                    
                    $
                    -
                    
                    
                    $
                    -
 
 The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended September 30, 2009 because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
 
 As of
September 30, 2009, the Company had approximately $105,209 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire by the year 2029.
  F-10
  6.   Related
Party Transactions
  On
September 4, 2007, pursuant to the terms of a subscription agreement, the
Company sold 250,000 shares of common stock to Mrs. Goldy Klein, Secretary, for
cash payment of $250 (par value).  The Company believes this issuance
was deemed to be exempt under Regulation S of the Securities Act.
 
 On
October 18, 2007, the Company issued 1,500,000 shares of common stock, valued at
$1,500 to an officer of the Company for services rendered.
 
 On
October 25, 2007, the Company issued 250,000 shares of common stock, valued at
$250 to an officer of the Company for services rendered.
 
 On
November 12, 2007, the Company issued 3,000,000 shares of common stock, valued
at $3,000 to an officer of the Company for services rendered.
 
 As
described in Note 3, as of September 30, 2009, the Company owed $13,294 to an
individual who is a stockholder of the Company.
  F-11


Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operation.





Overview





We have
not generated any revenue since our inception. We are a development stage
company with limited operations. Our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt that we
can continue as an ongoing business for the next twelve months.





Plan
of Operation





We have
not had any revenues since our inception on September 4, 2007. As originally
stated, the business plan of the Company was to establish the Company as a
distributor of environmentally-friendly, bio-plastic
utensils.  Currently, the Company has shifted its focus from
bioplastic products to the emerging greenhouse gas (GHG) carbon credit
market.  The Company plans to provide matching services for
corporations who need to reduce emission outputs in light of more stringent
environmental regulations with emission credit specialists who can assist such
corporations in reducing their emissions and in earning and/or trading carbon
credits.   Our activities and plans in the carbon credit market
are described in more detail below.





The GHG Carbon Credit
MarketCurrent
legislation and regulatory measures to reduce atmospheric concentrations of
greenhouse gases have their roots in climate change challenges presented by the
United Nations Framework Convention on Climate Change and the Kyoto
Protocol.




On June
27, 2009, the U.S. House of Representatives passed ground breaking legislation
to impose first-ever limits in the US related to greenhouse-gas emissions linked
to global warming. It is expected that such legislation will incur a tough
legislative battle in the Senate. President Obama called the vote in the House
of Representatives “a bold and necessary step that holds the promise of creating
new industry and millions of new jobs.” The bill, he said, would usher in “a
critical transition to a clean-energy economy without untenable burdens on the
American people.”


The bill,
if approved by the Senate, would create a market for trading pollution permits
to curb emissions.


Reduction
Target


The
American Clean Energy and Security Act calls for the U.S. to reduce its
greenhouse-gas emissions by 17 percent from 2005 levels by 2020. It would
establish a limited number of pollution permits, more than 70 percent of which
would initially be given away free to utilities, manufacturers, state
governments and others, according to the Congressional Budget Office. The
permits could then be traded or sold.  In addition, most states would
be required to generate 20 percent of their electricity from renewable sources
by 2020.


Jobs and
Oil Usage Reduction


House
Democratic leaders say the bill would create 1.7 million new jobs and save 240
million barrels of oil by 2020.


Cost Per
Household


According
to the Congressional Budget Office the new bill would cost the average American
household $175 a year in extra expenses.


4




We
believe that the carbon market is in an expansion phase, and that in the coming
years it will grow as U.S. federal regulation of GHG emissions becomes a
reality.  Any cap-and-trade system will most likely include provisions
relating to allowances issued to regulated entities by the government, emission
reduction certificates generated by clean development projects outside the
regulated entities, and market-based incentives for Reduced Emissions from
Deforestation and Degradation (REDD), such as forestry offsets.





As
corporations that produce GHG emissions become subject to increased regulation,
they will be interested in effective and relatively inexpensive ways to reduce
their GHG emissions to comply with, as well as benefit from, any applicable
cap-and-trade system.





Matching
Services – Carbon Credits





We
foresee the development of a new service market in which brokers would match GHG
emissions specialists with corporations with high GHG emissions which are
interested in receiving advice on how to earn and trade carbon
credits.





Our
management has decided to enter this field. We plan to introduce GHG emissions
consultants to GHG emissions producing corporations, and to assist these GHG
emissions consultants with entering into business agreements with these GHG
emissions producers.  In exchange for our services, we plan to receive
a percentage of the revenues earned by such consultants on each client that we
match.





As a
preliminary step, we intend to increase the size of our Board of Directors and
our advisory board to include experts in the field of climate
technologies.  We intend to retain the necessary professionals to
assist us in matching GHG emissions producers with GHG emissions
consultants.





Management
continues to seek funding from its shareholders and other
qualified investors to pursue our business plan.  In the alternative,
we may be amenable to a sale, merger or other acquisition in the event such
transaction is deemed by management to be in the best interests of our
shareholders.





Results
of Operations





Revenues





We had no
revenues for the period from September 4, 2007 (date of inception) through
September 30, 2009.





Expenses





Our
expenses for the three month period ended September 30, 2009 were $28,018
compared with $7,961 for the same period three month period in 2008. Our
expenses for the nine month period ended September 30, 2009 were $50,900
compared with $22,565 for the same period nine month period in 2008. Our
expenses since our inception were $105,209. These expenses were comprised
primarily of professional fees and general and administrative
expenses.





Net
Income (Loss)





Our net loss for the three month period
ended September 30, 2009 was $28,018 compared with $7,961 for the same three
month period in 2008. During the period from September 4, 2007 (date of
inception) through September 30, 2009, we incurred a net loss of $105,209. This
loss consisted primarily of professional fees and administrative expenses. Since
inception, we have sold 7,583,334 shares of common stock.




Liquidity
and Capital Resources




Our
balance sheet as of September 30, 2009, reflects assets of $7,145. Cash and cash
equivalents from inception to date have been insufficient to provide the working
capital necessary to operate to date.


5





We
anticipate generating losses and, therefore, may be unable to continue
operations in the future. If we require additional capital, we would have to
issue debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us. We
currently have no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other
sources.




Going
Concern Consideration




The
financial statements contained herein for the fiscal quarter ended September 30,
2009, have been prepared on a “going concern” basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. For the reasons discussed herein and in the footnotes to our
financial statements included herein, there is a significant risk that we will
be unable to continue as a going concern. Our audited financial statements
included in our Annual Report on Form 10-K for the period ended December 31,
2008, contain additional note disclosures describing the circumstances that lead
to this disclosure by our registered independent auditors.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





Item
3. Quantitative and Qualitative Disclosures about Market Risk.





There
have been no material changes from the information provided in the Company’s
Annual Report on Form 10-K for the year ended December 31,
2008.




Item 4. Controls and
Procedures.




As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized, and reported within the
applicable time periods specified by the SEC’s rules and forms.




There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.


6


PART
II





Item
1. Legal Proceedings.





None.





Item
1A. Risk Factors.




There
have been no material changes from the risk factors disclosed in our annual
report on Form 10-K for the year ended December 31, 2008.





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





On July
27, 2009 we issued to Joseph Lewin 291,667 shares of the Company’s fully paid,
non-assessable restricted common shares.  The shares were issued under
Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated by the Securities and Exchange Commission.  The decision
to issue these shares was approved and ratified by the Board of Directors on
October 29, 2009.





On
November 9, 2009 we issued to Samuel Gratt 291,667 shares of the Company’s fully
paid, non-assessable restricted common stock.  The shares were issued
under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation
D promulgated by the Securities and Exchange Commission.




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
                  Number
                
                Exhibit Description3.1
                -
                Certificate
      of Incorporation.*3.2
                -
                Bylaws.*31
                -
                Rule
      13a-14(a)/15d-14(a) Certification of Principal Executive and Financial
      Officer32
                -
                Section
      1350 Certification of Principal Executive and Financial
      Officer




*
incorporated by reference from Registrant's Registration Statement on Form S-1
filed on April 16, 2008 Registration No. 333-150266.


7


SIGNATURES




Pursuant
to the requirements 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.





BNH
INC.





By:
                /s/
      Nehemya HesinNehemya
      Hesin
                  Title:
      President, Treasurer and Director
                  (Principal Executive Officer, Principal Financing Officer and Principal Accounting Officer)





Dated:
November 17, 2009


8