**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 September 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****September
                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
            
            $
            7,250**TOTAL
                CURRENT LIABILITIES**
            
            $
            7,250Commitments
                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
            
            
            (600
            )Accumulated
                deficit
            
            
            (20,512
            )**TOTAL
                STOCKHOLDERS’ **DEFICIT****
            
            
            (7,250
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ **DEFICIT****
            
            $
            -






1
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          of Contents






**BIOTEX
                  HOLDINGS, INC.****(F/K/A
                  CAPITAL VENTURES GROUP I, INC.)****STATEMENTS
                  OF OPERATIONS**Three
                  Months Ended September 30,
              
              
              Nine
                  Months Ended September 30,2006
              
              
              2005
              
              
              2006
              
              
              2005(Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)Revenues
              
              $
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -Operating
                  expenses:Stock
                  Compensation
              
              
              600
              
              
              
              -
              
              
              
              1,800
              
              
              
              -Professional
                  fees
              
              
              1,000
              
              
              
              -
              
              
              
              3,000
              
              
              
              -Total
                  Operating Expenses
              
              
              1,600
              
              
              
              -
              
              
              
              4,800
              
              
              
              -Other
                  Income/Expense:Other
                  income (expense), net
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  Loss Before Income Taxes
              
              
              (4,800
              )
              
              
              -
              
              
              
              (4,800
              )
              
              
              -Benefit
                  for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  loss
              
              $
              (4,800
              )
              
              $
              -
              
              
              
              (4,800
              )
              
              $
              -Net
                  loss per share - basic and diluted
              
              $nil
              
              
              nil
              
              
              nil
              
              
              nilWeighted
                  average number of shares outstanding during the period - basic
                  and
                  diluted
              
              
              7,427,200
              
              
              
              565,000
              
              
              
              7,427,200
              
              
              
              565,000








2
 Table
          of Contents






**BIOTEX
                  HOLDINGS, INC.****(F/K/A
                  CAPITAL VENTURES GROUP I, INC.)****STATEMENTS
                  OF CASH FLOWS**For
                  The Nine Months Ended September 30,2006
              
              
              2005(Unaudited)
              
              
              (Unaudited)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (4,800
              )
              
              $
              -Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Common
                  stock issued for services
              
              
              1,800
              
              
              
              -Changes
                  in current assets and liabilities:Accounts
                  payable and accrued expenses
              
              
              3,000
              
              
              
              -Net
                  Cash Used In Operating Activities
              
              
              0
              
              
              
              -CASH
                  FLOWS FROM INVESTING ACTIVITIES:CASH
                  FLOWS FROM FINANCING ACTIVITIES:CHANGE
                  IN CASH
              
              
              0
              
              
              
              -CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              -
              
              
              
              -CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              0
              
              
              $
              -Supplemental
                  disclosure of non cash investing & financing
                  activities:Cash
                  paid for income taxes
              
              $
              -
              
              
              $
              -Cash
                  paid for interest expense
              
              $
              -
              
              
              $
              -








3
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          of Contents





**BIOTEX
        HOLDINGS, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
  September
        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 September 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 three and nine months ended
        September 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 and nine months
        ended September 30, 2006 the Company amortized $600 and $1,800 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 the name 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 September 30, 2006.
          For the
          quarter ended September 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
        September 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 September 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 September 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 September 30, 2006 that
        has
        materially affected, or is reasonably likely to materially affect, our internal
        control over financial reporting.
   9
 Table
            of Contents
   **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 September 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