**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 **______________**
  **FORM
        10-QSB**
 **______________**
  x
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
  **For
        the quarterly period ended June 30, 2006**
  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 No. 000-50214**
 **______________**
  **BIOTEX
        HOLDINGS, INC.**
 **(Exact
        name of small business issuer as specified in its charter)**
 **______________**
  **FLORIDA**(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (I.R.S.
                  Employer Identification No.)
  **6103
                  Aqua Avenue, Suite 704, Miami Beach, Florida**
              **33141**(Address
                  of principal executive offices)
              (Zip
                  Code)
  **(305)
                  868-6866**(Issuer’s
                  telephone number)
  Check
        whether the issuer (1) has filed all reports required to be filed by Section
        13
        or 15(d) of the Exchange Act during the preceding 12 months (or for such
        shorter
        period that the issuer was required to file such reports), and (2)has been
        subject to such filing requirements for the past 90 days. Yes x No o
  Check
        whether the registrant has filed all documents and reports required to be
        filed
        by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution
        of securities under a plan confirmed by a court. Yes o  No x
  Indicate
        by check mark whether the registrant is a shell company as defined in Rule
        12b-2
        of the Exchange Act.
  YesxNo
                  o
  State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of October 19, 2007: 9,427,200 shares of common stock.
  Transitional
        Small Business Disclosure Format (check one): Yes o No x
   Table
            of Contents
    **TABLE
        OF CONTENTS**
  **PART
                  I – FINANCIAL INFORMATION**Item
                  1.   Financial Information
              1Item
                  2.   Management’s Discussion and Analysis or Plan of
                  Operation
              6Item
                  3.   Controls and Procedures
              9**PART
                  II -OTHER INFORMATION**Item
                  1.   Legal Proceedings.
              10Item
                  2.   Unregistered Sales of Equity Securities and Use of
                  Proceeds.
              10Item
                  3.   Defaults Upon Senior Securities.
              10Item
                  4.   Submission of Matters to a Vote of Security
                  Holders.
              10Item
                  5.   Other Information.
              10Item
                  6.   Exhibits and Reports of Form 8-K.
              10**SIGNATURES**




Table
          of Contents




**PART
        I – FINANCIAL INFORMATION**
  **Item
                  1.**
              **Financial
                  Information**




**BIOTEX
                HOLDINGS, INC.****(F/K/A
                CAPITAL VENTURES GROUP I, INC.)****BALANCE
                SHEET****June
                30, 2006**(Unaudited)**ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            -Total
                Current Assets
            
            
            -Property
                and equipment, net
            
            
            -**TOTAL
                ASSETS**
            
            $
            -**LIABILITIES
                AND STOCKHOLDERS’ **DEFICIT****Current
                Liabilities:Accrued
                liabilities
            
            $
            6,250**TOTAL
                CURRENT LIABILITIES**
            
            $
            6,250Commitments
                and contingencies
            
            
            -Stockholders’
                Deficit:Preferred  stock,
                $0.001 par value, 10,000,000 shares authorized,  none issued and
                outstanding
            
            
            -Common
                stock, $0.001 par value, 100,000,000 shares
                authorized,   7,427,200 shares issued and
                outstanding
            
            
            7,427Additional
                paid in capital
            
            
            6,435Deferred
                compensation
            
            
            (1,200
            )Accumulated
                deficit
            
            
            (18,912
            )**TOTAL
                STOCKHOLDERS’ **DEFICIT****
            
            
            (6,250
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ **DEFICIT****
            
            $
            -






1
 Table
          of Contents




**BIOTEX
                  HOLDINGS, INC.****(F/K/A
                  CAPITAL VENTURES GROUP I, INC.)****STATEMENTS
                  OF OPERATIONS**Three
                  Months Ended June 30,
              
              
              Six
                  Months Ended June 30,2006
              
              
              2005
              
              
              2006
              
              
              2005(Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)Revenues
              
              $
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -Cost
                  of goods sold
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Gross
                  Pofit
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Operating
                  expenses:Stock
                  Compensation
              
              
              600
              
              
              
              -
              
              
              
              1,200
              
              
              
              -Professional
                  fees
              
              
              1,000
              
              
              
              
              
              
              
              2,000
              
              
              
              -Total
                  Operating Expenses
              
              
              1,600
              
              
              
              -
              
              
              
              3,200
              
              
              
              -Other
                  Income/Expense:Other
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Other
                  expense
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Net
                  Loss Before Income Taxes
              
              
              (1,600
              )
              
              
              -
              
              
              
              (3,200
              )
              
              
              -Provision
                  (benefit) for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  loss
              
              $
              (1,600
              )
              
              $
              -
              
              
              
              (3,200
              )
              
              $
              -Net
                  loss per share - basic and diluted
              
              $nil
              
              
              nil
              
              
              nil
              
              
              nilWeighted
                  average number of shares outstanding during the period - basic
                  and
                  diluted
              
              
              7,420,625
              
              
              
              565,000
              
              
              
              7,420,625
              
              
              
              565,000










2
 Table
          of Contents




**BIOTEX
                  HOLDINGS, INC.****(F/K/A
                  CAPITAL VENTURES GROUP I, INC.)****STATEMENTS
                  OF CASH FLOWS**For
                  The Six Months Ended June 30,2006
              
              
              2005(Unaudited)
              
              
              (Unaudited)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (3,200
              )
              
              $
              -Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Common
                  stock issued for services
              
              
              1,200
              
              
              
              -Changes
                  in current assets and liabilities:Accounts
                  payable and accrued expenses
              
              
              2,000
              
              
              
              -Net
                  Cash Used In Operating Activities
              
              
              -
              
              
              
              -CASH
                  FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIES:CHANGE
                  IN CASH
              
              
              -
              
              
              
              -CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              -
              
              
              
              -CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              -
              
              
              $
              -Supplemental
                  disclosure of non cash investing & financing
                  activities:Cash
                  paid for income taxes
              
              $
              -
              
              
              $
              -Cash
                  paid for interest expense
              
              $
              -
              
              
              $
              -






3
 Table
          of Contents




**BIOTEX
        HOLDINGS, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
  June
        30,
        2006
 (Unaudited)
  **NOTE
        1 – ORGANIZATION**
  **Organization**
  Biotex
        Holdings, Inc. (previously Capital Ventures Group I, Inc.) was incorporated
        on
        December 17, 1999 under the laws of the State of Florida to engage in any
        lawful
        corporate undertaking, including, but not limited to, selected mergers and
        acquisitions
  **Going
        Concern**
 
 The
        financial statements are presented on the basis that the Company is a going
        concern, which contemplates the realization of assets and the satisfaction
        of
        liabilities in the normal course of business over a reasonable length of
        time.
        The Company has incurred operating losses since its inception. This condition
        raises substantial doubt as to the Company’s ability to continue as a going
        concern.
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  **Interim
        Financial Statements**
  The
        accompanying interim unaudited financial information has been prepared pursuant
        to the rules and regulations of the Securities and Exchange Commission. Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with accounting principles generally accepted in the
        United States of America have been condensed or omitted pursuant to such
        rules
        and regulations, although management believes that the disclosures are adequate
        to make the information presented not misleading. In the opinion of management,
        all adjustments, consisting only of normal recurring adjustments, necessary
        to
        present fairly the financial position of the Company as of June 30, 2006
        and the
        related operating results and cash flows for the interim period presented
        have
        been made. The results of operations of such interim period are not necessarily
        indicative of the results of the full year.
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        at
        the date of the financial statement and the reported amounts of revenues
        and
        expenses during the reporting period. Estimates that are critical to the
        accompanying financial statements arise from the determination of the fair
        value
        of the Company’s investment. Because such determination involves subjective
        judgment, it is at least reasonably possible that the Company’s estimates could
        change in the near term with respect to this matter.
 
 
 
 
 4
 Table
            of Contents
 
 
 
 **BIOTEX
        HOLDINGS, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 
 **Income
        Taxes**
 
 The
        Company accounts for income taxes under Statement of Financial Accounting
        Standards (SFAS) No. 109, Accounting for Income Taxes (SFAS No. 109).
        Deferred income tax assets and liabilities are determined based upon differences
        between financial reporting and tax bases of assets and liabilities and are
        measured using the enacted tax rates and laws that will be in effect when
        the
        differences are expected to reverse. Due to the net loss incurred in all
        periods, there is no provision for income taxes provided as a full valuation
        allowance has been established.
  **Net
        Loss Per Share**
 
 Basic
        and
        diluted net losses per common share are presented in accordance with SFAS
        No.128, Earning Per Share (SFAS No. 128), for all periods presented. Preferred
        stock conversions to common stock and warrants have been excluded from the
        calculation of the diluted loss per share for the six months ended June 30,
        2006
        and 2005 as all such securities were anti-dilutive.
 
  **NOTE
        3 – RECENT ACCOUNTING PRONOUNCEMENTS**
 
 **Stock-Based
        Compensation**
 
 In
        December 2004, FASB issued SFAS No. 123 (revised 2004), Share-Based Payment,
        (SFAS No. 123(R)) which is a revision of SFAS No. 123, Accounting for
        Stock-Based Compensation (SFAS No. 123). SFAS No. 123(R) supersedes Accounting
        Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
        (APB No. 25). SFAS No. 123(R) requires all share-based payments to employees,
        including grants of employee stock options, to be recognized in the income
        statement based on their fair values. Pro forma disclosure is no longer an
        alternative. Additionally, SFAS No. 123(R) amends the presentation of the
        statement of cash flows and requires additional annual disclosures. SFAS
        No.
        123(R) is effective for public companies beginning with the first interim
        period
        that begins after June 15, 2005. In April 2005, the Securities and Exchange
        Commission adopted a new rule that postponed the effective date for SFAS
        No.
        123(R) to the fiscal year beginning after June 15, 2005. The Company adopted
        SFAS No. 123(R) on January 1, 2006, but as the Company does not have an option
        plan, there was no effect upon implementation.
   **NOTE
        4 – EMPLOYMENT AGREEMENT**
  On
        December 29, 2005 the Company entered a one year employment agreement with
        its
        President. The Company is obligated to issue 2,400,000 shares of common stock
        valued at $2,400 for one year of service. During the three months and six
        months ended June 30, 2006 the Company amortized $600 and $1,200 of deferred
        compensation.
   
 5
 Table
            of Contents
  **Item
                    2.**
                **Management’s
                    Discussion and Analysis or Plan of
                    Operation**
  **Results
          of Operation**
 
 On
          June
          9, 2005 pursuant to a Stock Purchase Agreement and Share Exchange between
          the
          Company and YB Holdings, Inc. a Florida corporation, the Company purchased
          all
          of the outstanding shares of YB Holdings for a total of 4,462,200 shares
          of the
          Company’s common stock. Pursuant to the Agreement, YB Holdings became a wholly
          owned subsidiary of the Company. The acquisition was approved by the unanimous
          consent of our Board of Directors on June 9, 2005.  Pursuant to the
          Agreement, the Company filed an amendment in the State of Florida changing
          the
          name of the company to BioTex Holdings, Inc.
  YB
          Holdings was established in 2003 to develop and employ technologies from
          around
          the world to process biomass (plant derived) waste, extract the usable
          fractions, and then utilize or sell those extractions in further downstream
          processes. Many of these waste streams have traditionally been disposed
          of
          either by dumping into landfills or by burning. YB Holdings has acquired
          the
          rights to several extraction and separation technologies along with patents
          (pending) for certain technologies, which can process this waste to derive
          value
          added products, such as cellulose, fiber, protein, hemicellulose, lignin
          and
          others. The uses for these fractions are many, either as sellable products
          on
          their own, or as feed stocks for further downstream processing. Our mission
          is
          to become a global biomass processor by utilizing our various processing
          technologies, and deriving value added products from their use. In June
          2005, YB
          Holdings filed an amendment in the State of Florida changing thename of
          the
          company to BioTex Corp.
 
 On
          December 30, 2005, pursuant to a Stock Purchase Agreement and Share Exchange
          by
          and among BioTex Holdings, Inc. (“Holdings”), BioTex Corp (f/k/a YB Holdings), a
          Florida corporation and wholly owned subsidiary of Holdings (“BioTex”), and King
          Capital Holdings, Inc., a Florida corporation (“King Capital”), King Capital
          purchased all of the outstanding shares of BioTex for a total of 5,027,200
          shares of King Capital’s common stock to the Holdings shareholders.
 
 Pursuant
          to the Agreement, Holdings transferred all of the outstanding shares of
          BioTex
          to King Capital for a total of 5,027,200 shares of King Capital’s common and
          BioTex became a wholly owned subsidiary of King Capital. The shareholders
          of
          Holdings received the 5,027,200 shares of King Capital on a basis of one
          share
          of King Capital for each share of Holdings owned on the Closing Date. Since
          Holdings had no other assets than BioTex and all of the shares of BioTex
          were
          transferred to King Capital, Holdings became a shell company as defined
          in Rule
          12b-2 of the Exchange Act.
 
 The
          Registrant is continuing its efforts to locate a merger Candidate for the
          purpose of a merger. It is possible that the registrant will be successful
          in
          locating such a merger candidate and closing such merger. However, if the
          registrant cannot effect a non-cash acquisition, the registrant may have
          to
          raise funds from a private offering of its securities under Rule 506 of
          Regulation D. There is no assurance the registrant would obtain any such
          equity
          funding.
 
 **Plan
          of Operations**
 
 We
          intend
          to enter into a business combination with a target company in exchange
          for cash
          and/or our securities. either our officer and director nor any affiliate
          has
          engaged in any negotiations with any representative of any specific entity
          regarding the possibility of a business combination with us.
 
 Management
          anticipates seeking out a target company through solicitation. Such solicitation
          may include newspaper or magazine advertisements, mailings and other
          distributions to law firms, accounting firms, investment bankers, financial
          advisors and similar persons, the use of one or more World Wide Web sites
          and
          similar methods. No estimate can be made as to the number of persons who
          will
          be contacted or solicited. Management may engage in such solicitation directly
          or may employ one or more other entities to conduct or assist in such
          solicitation. Management and its affiliates will pay referral fees to
          consultants and others who refer target businesses for mergers into public
          companies in which management and its affiliates have an interest. Payments
          are
          made if a business combination occurs, and may consist of cash or a portion
          of
          the stock in the Company retained by management and its affiliates, or
          both.
   6
 Table
              of Contents
   
 We
          have
          entered into an agreement with Scott Silverman to supervise the search
          for
          target companies as potential candidates for a business combination. Scott
          Silverman will pay as his own expenses any costs he incurs in supervising
          the
          search for a target company. Scott Silverman has entered and anticipates
          that he
          will enter into agreements with other consultants to assist in locating
          a target
          company and may share stock received by it or cash resulting from the sale
          of
          its securities with such other consultants. Scott Silverman controls us
          and
          therefore has the authority to enter into any agreement binding us. Scott
          Silverman, as our sole officer, director and majority shareholder can authorize
          any such agreement binding us.
 
 We
          have
          no full time employees. Our president has agreed to allocate a portion
          of his
          time to the activities of the Company, without compensation. The president
          anticipates that our business plan can be implemented by his devoting no
          more
          than 10 hours per month to the business affairs of the Company and,
          consequently, conflicts of interest may arise with respect to the limited
          time
 commitment
          by such officer.
 
 Our
          Certificate of Incorporation provides that we may indemnify our officers
          and/or
          directors for liabilities, which can include liabilities arising under
          the
          securities laws. Therefore, our assets could be used or attached to satisfy
          any
          liabilities subject to such indemnification.
 
 **Results
          of Operation**
 We
            did
            not have any operating income from inception through June 30, 2006. For
            the
            quarter ended June 30, 2006, expenses for the quarter were comprised
            of costs
            mainly associated with legal and accounting services and general office
            expenses.
  **Liquidity
          and Capital Resources**
 
 At
          June
          30, 2006, we had no capital resources and will rely upon the issuance of
          common
          stock and additional capital contributions from shareholders to fund
          administrative expenses pending acquisition of an operating
          company.
 
 **Recent
          Accounting Pronouncements**
 In
            June
            2003, the Securities and Exchange Commission adopted final rules under
            Section
            404 of the Sarbanes-Oxley Act of 2002. Commencing with our annual report
            for the
            year ended December 31, 2007, we will be required to include a report
            of
            management on our internal control over financial reporting. The internal
            control report must include a statement
  ·
                of
                    management’s responsibility for establishing and maintaining adequate
                    internal control over our financial
                    reporting;
  ·
                of
                    management’s assessment of the effectiveness of our internal control over
                    financial reporting as of year end;
  ·
                of
                    the framework used by management to evaluate the effectiveness
                    of our
                    internal control over financial reporting;
                    and
  ·
                that
                    our independent accounting firm has issued an attestation report
                    on
                    management’s assessment of our internal control over financial reporting,
                    which report is also required to be
                    filed.
  In
          February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid
          Financial
          Instruments. SFAS No. 155 amends SFAS No 133, Accounting for Derivative
          Instruments and Hedging Activities, and SFAF No. 140, Accounting for Transfers
          and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS
          No.
          155, permits fair value remeasurement for any hybrid financial instrument
          that
          contains an embedded derivative that otherwise would require bifurcation,
          clarifies which interest-only strips and principal-only strips are not
          subject
          to the requirements of SFAS No. 133, establishes a requirement to evaluate
          interest in securitized financial assets to identify interests that are
          freestanding derivatives or that are hybrid financial instruments that
          contain
          an embedded derivative requiring bifurcation, clarifies that concentrations
          of
          credit risk in the form of subordination are not embedded derivatives,
          and
          amends SFAS No. 140 to eliminate the prohibition on the qualifying
          special-purpose entity from holding a derivative financial instrument that
          pertains to a beneficial interest other than another derivative financial
          instrument. This statement is effective for all financial instruments acquired
          or issued after the beginning of the Company’s first fiscal year that begins
          after June 30, 2006.
   7
 Table
              of Contents
   In
          March
          2006, the FASB issued SFAS No. 156, *Accounting for Servicing of Financial
          Assets—an amendment of FASB Statement No. 140*(“SFAS No. 156”), that
          provides guidance on accounting for separately recognized servicing assets
          and
          servicing liabilities. In accordance with the provisions of SFAS No. 156,
          separately recognized servicing assets and servicing liabilities must be
          initially measured at fair value, if practicable. Subsequent to initial
          recognition, the Company may use either the amortization method or the
          fair
          value measurement method to account for servicing assets and servicing
          liabilities within the scope of this Statement. The Company will adopt
          SFAS No.
          156 in fiscal year 2007. The adoption of this Statement is not expected
          to have
          a material effect on the Company’s financial condition and results of
          operations.
 
 In
          April
          2006, the FASB issued FSP FIN 46R-6, *Determining the Variability to Be
          Considered in Applying FASB Interpretation No. 46R*which requires the
          variability of an entity to be analyzed based on the design of the entity.
          The
          nature and risks in the entity, as well as the purpose for the entity’s creation
          are examined to determine the variability in applying FIN 46R, *Consolidation
          of Variable Interest Entities*(“FIN 46R”). The variability is used in
          applying FIN 46R to determine whether an entity is a variable interest
          entity,
          which interests are variable interests in the entity, and who is the primary
          beneficiary of the variable interest entity. This statement is effective
          for all
          reporting periods beginning after June 15, 2006. Management does not expect
          this
          statement to have a significant impact on the Company’s financial condition and
          results of operations.
 
 In
          July
          2006, the FASB issued FASB Interpretation Number 48, *Accounting for
          Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109*(“FIN 48”). FIN 48 prescribes a recognition threshold and measurement
          attribute for the financial statement recognition and measurement of a
          tax
          position taken in a tax return. The Company must determine whether it is
          “more-likely-than-not” that a tax position will be sustained upon examination,
          including resolution of any related appeals or litigation processes, based
          on
          the technical merits of the position. Once it is determined that a position
          meets the more-likely-than-not recognition threshold, the position is measured
          to determine the amount of benefit to recognize in the financial statements.
          FIN
          48 applies to all tax positions related to income taxes subject to FASB
          Statement No. 109, *Accounting for Income Taxes.*The interpretation
          clearly scopes out income tax positions related to FASB Statement No. 5,
          *Accounting for Contingencies.*The Company will adopt the provisions of
          this statement on July 1, 2007. The cumulative the opening balance of retained
          earnings on July 1, 2007. The Company does not anticipate that the adoption
          of
          this statement will have a material effect on the Company’s financial condition
          and results of operations.
 
 On
          September 15, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
          ("SFAS 157").  SFAS 157 defines fair value, establishes a framework
          for measuring fair value and expands disclosures about fair value
          measurements.  SFAS 157 is effective as of the beginning of the first
          fiscal year beginning after November 15, 2007.  The Company does not
          anticipate that the adoption of this statement will have a material effect
          on
          the Company’s financial condition and results of operations.
 
 In
          September 2006, FASB issued SFAS No. 158,*Employers' Accounting for Defined
          Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
          No 87, 88, 106 and 132(R)*  (SFAS 158)*.*  SFAS
          158 requires the recognition of the overfunded or underfunded status of
          a
          defined benefit postretirement plan as an asset or liability in the statement
          of
          financial position and the recognition of changes in that funded status
          in the
          year in which the changes occur through comprehensive income. SFAS 158
          also
          requires the measurement of the funded status of a plan as of the date
          of the
          year-end statement of financial position. The Company does not anticipate
          that
          the adoption of this statement will have a material effect on the Company’s
          financial condition and results of operations.
 
 On
          February 15, 2007, the FASB issued SFAS No. 159,*The Fair Value Option for
          Financial Assets and Financial Liabilities: Including an amendment of FASB
          Statement No. 115*  (SFAS 159). SFAS 159 permits all entities to
          elect to measure many financial instruments and certain other items at
          fair
          value with changes in fair value reported in earnings. SFAS 159 is effective
          as
          of the beginning of the first fiscal year that begins after November 15,
          2007,
          with earlier adoption permitted. The Company does not anticipate that the
          adoption of this statement will have a material effect on the Company’s
          financial condition and results of operations.
 
 Management
          does not believe that any other recently issued, but not yet effective
          accounting pronouncements, if adopted, would have a material effect on
          the
          accompanying financial statements.
  **Critical
          Accounting Policies and Estimates**
  In
          preparing our financial statements in conformity with accounting principles
          generally accepted in the United States of America, we must make decisions
          that
          impact the reported amounts of assets, liabilities, revenues and expenses,
          and
          related disclosures. Such decisions include the selection of the appropriate
          accounting principles to be applied and the assumptions on which to base
          accounting estimates. In reaching such decisions, we apply judgments based
          on
          our understanding and analysis of the relevant circumstances, historical
          experience, and actuarial valuations. Actual amounts could differ from
          those
          estimated at the time the consolidated financial statements are
          prepared.
    8
 Table
              of Contents
  **Off-Balance
          Sheet Arrangements**
  We
          have
          no off-balance sheet arrangements.
  **Item
                    3.**
                **Controls
                    and Procedures**
  **Evaluation
          of disclosure controls and procedures**
  Under
          the
          supervision and with the participation of our management, including our
          principal executive officer and principal financial officer, we conducted
          an
          evaluation of our disclosure controls and procedures, as such term is defined
          under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
          Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2006. Based
          on
          this evaluation, our principal executive officer and principal financial
          officer
          have concluded that our disclosure controls and procedures are effective
          to
          ensure that information required to be disclosed by us in the reports we
          file or
          submit under the Exchange Act is recorded, processed, summarized, and reported
          within the time periods specified in the Securities and Exchange Commission’s
          rules and forms and that our disclosure and controls are designed to ensure
          that
          information required to be disclosed by us in the reports that we file
          or submit
          under the Exchange Act is accumulated and communicated to our management,
          including our principal executive officer and principal financial officer,
          or
          persons performing similar functions, as appropriate to allow timely decisions
          regarding required disclosure
  **Changes
          in internal controls**
  There
          were no changes (including corrective actions with regard to significant
          deficiencies or material weaknesses) in our internal controls over financial
          reporting that occurred during the quarter ended June 30, 2006 that has
          materially affected, or is reasonably likely to materially affect, our
          internal
          control over financial reporting.
     9
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   **PART
          II - OTHER INFORMATION**
  **Item
                    1.**
                **Legal
                    Proceedings.**
  We
          are
          currently not a party to any pending legal proceedings and no such actions
          by,
          or to the best of our knowledge, against us have been threatened.
  **Item
                    2.**
                **Unregistered
                    Sales of Equity Securities and Use of
                    Proceeds.**
  None
  **Item
                    3.**
                **Defaults
                    Upon Senior Securities.**
  None
  **Item
                    4.**
                **Submission
                    of Matters to a Vote of Security
                    Holders.**
  No
          matter
          was submitted during the quarter ending June 30, 2006, covered by this
          report to
          a vote of our shareholders, through the solicitation of proxies or
          otherwise.
  **Item
                    5.**
                **Other
                    Information.**
  None
 
 **Item
                    6.**
                **Exhibits
                    and Reports of Form 8-K.**
  (a)
                Reports
                    on Form 8-K and Form 8K-ANone(b)
                Exhibits**Exhibit
                    Number**
                **Exhibit
                    Title**31.1
                Certification
                      pursuant to Section 302 of Sarbanes Oxley Act of
                      200232.1
                Certification
                  pursuant to Section 906 of Sarbanes Oxley Act of 2002
    10
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              of Contents
     **SIGNATURES**
  In
          accordance with Section 13 or 15(d) of the Exchange Act, the registrant
          caused
          this report to be signed on its behalf by the undersigned, there unto duly
          authorized.
  **BIOTEX
                    HOLDINGS, INC.**By:
                */s/
                    Scott J. Silverman*Scott
                    J. Silverman
                  Chief
                    Executive Officer
                  Chief
                    Financial OfficerDated:
                October
                    19, 2007