UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q



(Mark one)
[X]  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934


                  For the quarterly period ended March 31, 2008

[ ]  Transition Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934


         For the transition period from ______________ to _____________



                         Commission File Number: 0-52808

                                  BTHC XV, Inc.
        (Exact name of small business issuer as specified in its charter)

       Delaware                                               20-5456294
----------------------                                --------------------------
(State of incorporation)                                (IRS Employer ID Number)

                     12890 Hilltop Road, Argyle, Texas 76226
                     ---------------------------------------
                    (Address of principal executive offices)

                                 (972) 233-0300
                                 --------------
                           (Issuer's telephone number)




Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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    NO

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                       Accelerated filer

 Non-accelerated filer                         Smaller reporting company    X


Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES X    NO


State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
                            April 29, 2008: 500,017
                            -----------------------


Transitional Small Business Disclosure Format (check one):    YES       NO X




<PAGE>

                                  BTHC XV, Inc.

                 Form 10-Q for the Quarter ended March 31, 2008

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1 Financial Statements                                                  3

  Item 2 Management's Discussion and Analysis or Plan of Operation            12

  Item 3 Controls and Procedures                                              14

Part II - Other Information

  Item 1 Legal Proceedings                                                    14

  Item 2 Recent Sales of Unregistered Securities and Use of Proceeds          14

  Item 3 Defaults Upon Senior Securities                                      14

  Item 4 Submission of Matters to a Vote of Security Holders                  14

  Item 5 Other Information                                                    14

  Item 6 Exhibits                                                             14


Signatures                                                                    15











                                                                               2
<PAGE>

Part I
Item 1 - Financial Statements


                                  BTHC XV, Inc.
                          (a development stage company)
                                 Balance Sheets
                             March 31, 2008 and 2007

                                   (Unaudited)

                                                      March 31,   March 31,
                                                        2008        2007
                                                      --------    --------
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                           $   --      $   --
   Due from bankruptcy trust                              --          --
                                                      --------    --------

     Total Assets                                     $   --      $   --
                                                      ========    ========



                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                     -------------------------------------
Current Liabilities
   Accounts payable - trade                           $   --      $   --
   Advances from controlling shareholder                19,203       3,208
                                                      --------    --------

     Total Liabilities                                  19,203       3,208
                                                      --------    --------


Commitments 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.
     40,000,000 shares authorized.
     500,017 shares issued and outstanding                 500         500
   Additional paid-in capital                              500         500
   Deficit accumulated during the development stage    (20,203)     (4,208)
                                                      --------    --------

     Total Stockholders' Deficit                       (20,203)     (3,208)
                                                      --------    --------

     Total Liabilities and Stockholders' Deficit      $   --      $   --
                                                      ========    ========




The  financial  information  presented  herein has been  prepared by  management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.



                                                                               3
<PAGE>
<TABLE>
<CAPTION>

                                  BTHC XV, Inc.
                          (a development stage company)
                 Statements of Operations and Comprehensive Loss
                 Three months ended March 31, 2008 and 2007 and
                Period from November 29, 2004 (date of bankruptcy
                       settlement) through March 31, 2008

                                   (Unaudited)

                                                                                                  Period from
                                                                                               November 29, 2004
                                                          Three months      Three months     (date of bankruptcy
                                                              ended             ended        settlement) through
                                                            March 31,         March 31,           March 31,
                                                              2008               2007               2008
                                                           ---------          ---------          ---------
<S>                                                        <C>                <C>                <C>

Revenues                                                   $    --            $    --            $    --
                                                           ---------          ---------          ---------

Operating expenses
   Reorganization costs                                         --                 --                2,248
   General and administrative expenses                         2,910                710             17,955
                                                           ---------          ---------          ---------

Income from operations                                        (2,910)              (710)           (20,203)

Provision for income taxes                                      --                 --                 --
                                                           ---------          ---------          ---------

Net loss                                                      (2,910)              (710)           (20,203)

Other comprehensive income                                      --                 --                 --
                                                           ---------          ---------          ---------

Comprehensive loss                                         $  (2,910)         $    (710)         $ (20,203)
                                                           =========          =========          =========


Loss per weighted-average share
   of common stock outstanding,
   computed on net loss - basic and fully diluted                nil                nil          $   (0.04)
                                                           =========          =========          =========

Weighted-average number of shares
   of common stock outstanding - basic and fully diluted     500,017            500,017            500,017
                                                           =========          =========          =========


The  financial  information  presented  herein has been  prepared by  management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.



                                                                               4
<PAGE>

                                  BTHC XV, Inc.
                          (a development stage company)
                            Statements of Cash Flows
                 Three months ended March 31, 2008 and 2007 and
                Period from November 29, 2004 (date of bankruptcy
                       settlement) through March 31, 2008

                                   (Unaudited)

                                                                                     Period from
                                                                                   November 29, 2004
                                             Three months        Three months     (date of bankruptcy
                                                 ended               ended        settlement) through
                                               March 31,           March 31,           March 31,
                                                 2008                2007                2008
                                               ---------           ---------           ---------
Cash Flows from Operating Activities
   Net loss for the period                     $ (2,910)           $   (710)           $(20,203)
   Adjustments to reconcile net loss
     to net cash provided by
     operating activities                          --                  --                  --
                                               --------            --------            --------

   Net cash used in operating activities         (2,910)               (710)            (20,203)
                                               --------            --------            --------


Cash Flows from Investing Activities               --                  --                  --
                                               --------            --------            --------


Cash Flows from Financing Activities
   Cash funded from bankruptcy trust               --                  --                 1,000
   Cash advanced by stockholder                   2,910                 710              19,203
                                               --------            --------            --------

   Net cash provided by financing activities      2,910                 710              20,203
                                               --------            --------            --------

Increase in Cash                                   --                  --                  --

Cash at beginning of period                        --                  --                  --
                                               --------            --------            --------

Cash at end of period                          $   --              $   --              $   --
                                               ========            ========            ========

Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid during the period           $   --              $   --              $   --
                                               ========            ========            ========
     Income taxes paid during the period       $   --              $   --              $   --
                                               ========            ========            ========


</TABLE>

The  financial  information  presented  herein has been  prepared by  management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.


                                                                               5
<PAGE>

                                  BTHC XV, Inc.
                          (a development stage company)
                          Notes to Financial Statements
                             March 31, 2008 and 2007



Note A - Background and Description of Business

BTHC XV, Inc. (Company) was formed on March 31, 2006, and incorporated on August
16, 2006, in accordance  with the Laws of the State of Delaware.  The Company is
the U. S. Bankruptcy Court mandated reincorporation of and successor to BTHC XV,
LLC, a Texas Limited  Liability  Company which was discharged from bankruptcy on
November 29, 2004.  The  effective  date of the merger of BTHC XV, Inc. and BTHC
XV, LLC was August 16, 2006.

The Company's emergence from Chapter 11 of Title 11 of the United States Code on
November 29, 2004 created the combination of a change in majority  ownership and
voting control - that is, loss of control by the then-existing  stockholders,  a
court-approved reorganization, and a reliable measure of the entity's fair value
- resulting in a fresh start,  creating,  in substance,  a new reporting entity.
Accordingly,   the  Company,   post  bankruptcy,   has  no  significant  assets,
liabilities or operating activities.  Therefore, the Company, as a new reporting
entity, qualifies as a "development stage enterprise" as defined in Statement of
Financial Accounting Standard No. 7, as amended.

The  Company's  post-bankruptcy  business  plan is to locate and combine with an
existing,  privately-held  company which is profitable or, in management's view,
has growth  potential,  irrespective  of the  industry  in which it is  engaged.
However, the Company does not intend to combine with a private company which may
be deemed to be an investment  company subject to the Investment  Company Act of
1940. A combination  may be structured as a merger,  consolidation,  exchange of
the  Company's  common  stock for stock or assets or any other  form  which will
result in the combined enterprise's becoming a publicly-held corporation.


Note B - Bankruptcy Action

Commencing on March 28, 2003, BTHC XV, LLC filed for protection under Chapter 11
of the Federal  Bankruptcy Act in the United States Bankruptcy  Court,  Northern
District of Texas - Dallas Division (Bankruptcy Court). The Company's bankruptcy
action was part of a combined case (Case No.  03-33152-HDH-11)  encompassing the
following related entities:  Ballantrae Healthcare,  LLC; Ballantrae Texas, LLC;
Ballantrae New Mexico, LLC; Ballantrae Missouri,  LLC; Ballantrae Illinois, LLC;
BTHC I, LLC;  BTHC II, LLC;  BTHC III,  LLC; BTHC IV, LLC; BTHC V, LLC; BTHC VI,
LLC; BTHC VIII, LLC; BTHC VIIII,  LLC; BTHC X, LLC; BTHC XI, LLC; BTHC XII, LLC;
BTHC XIV, LLC;  BTHC XV, LLC; BTHC XVII,  LLC; BTHC XIX, LLC; BTHC XX, LLC; BTHC
XXI, LLC;  BNMHC I, LLC;  BMOHC II, LLC; BILHC I, LLC, BILHC II, LLC; BILHC III,
LLC; BILHC IV, LLC; BILHC V, LLC.

All assets, liabilities and other claims against the Company and it's affiliated
entities  were combined for the purpose of  distribution  of funds to creditors.
Each of the entities otherwise remained separate  corporate  entities.  From the
commencement  of the  bankruptcy  proceedings  through  November  29,  2004 (the
effective  date of the  Plan  of  Reorganization),  all  secured  claims  and/or
administrative  claims during this period were  satisfied  through either direct
payment or negotiation.

A Plan of  Reorganization  was approved by the United States  Bankruptcy  Court,
Northern  District of Texas - Dallas  Division on November 29, 2004. The Plan of
Reorganization,  which  contemplates  the Company entering into a reverse merger
transaction,  provided  that certain  identified  claimants as well as unsecured
creditors,  in  accordance  with  the  allocation  provisions  of  the  Plan  of
Reorganization,  and the Company's  new  controlling  stockholder  would receive
"new" shares of the  Company's  post-reorganization  common  stock,  pursuant to
Section 1145(a) of the Bankruptcy Code. As a result of the Plan's approval,  all
liens, security interests,  encumbrances and other interests,  as defined in the
Plan of  Reorganization,  attach to the creditor's trust.  Specific  injunctions
prohibit any of these claims from being  asserted  against the Company  prior to
the contemplated reverse merger.



                                                                               6
<PAGE>

                                  BTHC XV, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             March 31, 2008 and 2007



Note B - Bankruptcy Action - Continued

The cancellation of all existing shares at the date of the bankruptcy filing and
the issuance of "new"  shares of the  reorganized  entity  caused an issuance of
shares of common stock and a related  change of control of the Company with more
than 50.0% of the "new" shares being held by persons and/or  entities which were
not  pre-bankruptcy   stockholders.   Accordingly,  per  American  Institute  of
Certified Public Accountants'  Statement of Position 90-7,  "Financial Reporting
by Entities in  Reorganization  Under the Bankruptcy  Code", the Company adopted
"fresh-start"  accounting  as of  the  bankruptcy  discharge  date  whereby  all
continuing  assets and  liabilities  of the  Company  were  restated to the fair
market  value.  As of November  29,  2004,  by virtue of the  confirmed  Plan of
Reorganization,  the only asset of the Company was approximately  $1,000 in cash
due from the Bankruptcy Estate.


Note C - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and retains the Company's pre-bankruptcy year-end
of December 31.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange Commission on its Annual Report on Form 10-KSB containing the Company's
financial  statements  for the year ended  December  31, 2007.  The  information
presented  within  these  interim  financial  statements  may  not  include  all
disclosures  required by generally accepted accounting  principles and the users
of financial information provided for interim periods should refer to the annual
financial information and footnotes when reviewing the interim financial results
presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions for Form 10-Q, are unaudited and contain all material  adjustments,
consisting only of normal recurring  adjustments necessary to present fairly the
financial condition, results of operations and cash flows of the Company for the
respective interim periods  presented.  The current period results of operations
are not necessarily  indicative of results which ultimately will be reported for
the full fiscal year ending December 31, 2008.


Note D - Going Concern Uncertainty

The Company has no post-bankruptcy operating history, no cash on hand, no assets
and has a  business  plan with  inherent  risk.  Because of these  factors,  the
Company's  auditors  have  issued an audit  opinion on the  Company's  financial
statements which includes a statement  describing our going concern status. This
means, in the auditor's opinion, substantial doubt about our ability to continue
as a going concern exists at the date of their opinion.

The Company's majority stockholder maintains the corporate status of the Company
and has provided all nominal  working  capital  support on the Company's  behalf
since the bankruptcy  discharge date. Because of the Company's lack of operating
assets,  its  continuance  is fully  dependent  upon the majority  stockholder's
continuing support.  The majority stockholder intends to continue the funding of
nominal necessary expenses to sustain the corporate entity.



                                                                               7
<PAGE>

                                  BTHC XV, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             March 31, 2008 and 2007



Note D - Going Concern Uncertainty - Continued

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis. Further, the Company faces considerable risk in it's business plan
and a potential  shortfall of funding due to our  inability to raise  capital in
the equity  securities  market.  If no additional  operating capital is received
during the next twelve  months,  the Company  will be forced to rely on existing
cash in the bank and additional  funds loaned by management  and/or  significant
stockholders.

The Company's  business plan is to seek an  acquisition or merger with a private
operating   company  which  offers  an  opportunity   for  growth  and  possible
appreciation of our stockholders'  investment in the then issued and outstanding
common stock.  However,  there is no assurance  that the Company will be able to
successfully  consummate  an  acquisition  or merger  with a  private  operating
company or, if  successful,  that any  acquisition  or merger will result in the
appreciation  of our  stockholders'  investment in the then  outstanding  common
stock.

The Company  remains  dependent upon additional  external  sources of financing;
including being dependent upon its management and/or significant stockholders to
provide   sufficient   working  capital  in  excess  of  the  Company's  initial
capitalization to preserve the integrity of the corporate entity.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

The Company's  certificate  of  incorporation  authorizes  the issuance of up to
10,000,000  million shares of preferred  stock and  40,000,000  shares of common
stock.  The Company's  ability to issue  preferred stock may limit the Company's
ability to obtain debt or equity financing as well as impede potential  takeover
of the Company, which takeover may be in the best interest of stockholders.  The
Company's  ability to issue these  authorized  but unissued  securities may also
negatively  impact our ability to raise  additional  capital through the sale of
our debt or equity securities.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach its goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


Note E - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     The  Company  considers  all cash on hand  and in  banks,  certificates  of
     deposit and other highly-liquid investments with maturities of three months
     or less, when purchased, to be cash and cash equivalents.

2.   Reorganization costs
     --------------------

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities" whereby all costs incurred
     with the incorporation and reorganization,  post-bankruptcy, of the Company
     were charged to operations as incurred.



                                                                               8
<PAGE>

                                  BTHC XV, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             March 31, 2008 and 2007



Note E - Summary of Significant Accounting Policies - Continued

3.   Income taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At March 31, 2008 and 2007, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of March 31,  2008 and 2007,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

4.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common stockholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     As of March 31, 2008 and 2007, and subsequent  thereto,  the Company had no
     outstanding stock warrants,  options or convertible  securities which could
     be considered as dilutive for purposes of the loss per share calculation.


Note F - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  Company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.



                                                                               9
<PAGE>
<TABLE>
<CAPTION>

                                  BTHC XV, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             March 31, 2008 and 2007



Note G - Income Taxes

The  components  of income tax  (benefit)  expense  for each of the three  month
periods  ended March 31, 2008 and 2007 and for the period from November 29, 2004
(date of bankruptcy  settlement)  through March 31, 2008,  respectively,  are as
follows:
                                                        Period from
                                                      November 29, 2004
                      Three months     Three months  (date of bankruptcy
                          ended            ended     settlement) through
                        March 31,        March 31,        March 31,
                          2008             2007             2008
                        -------          -------          -------
    Federal:
      Current           $  --            $  --            $  --
      Deferred             --               --               --
                        -------          -------          -------
                           --               --               --
                        -------          -------          -------
    State:
      Current              --               --               --
      Deferred             --               --               --
                        -------          -------          -------
                           --               --               --
                        -------          -------          -------

      Total             $  --            $  --            $  --
                        =======          =======          =======

As of March 31, 2008,  the Company has a net operating loss  carryforward(s)  of
approximately   $20,000  to  offset  future  taxable  income.   The  amount  and
availability  of any net  operating  loss  carryforwards  will be subject to the
limitations  set forth in the Internal  Revenue Code. Such factors as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of any net operating loss carryforward(s).

The Company's  income tax expense for each of the nine month periods ended March
31, 2008 and 2007 and the period  from  November  29,  2004 (date of  bankruptcy
settlement) through March 31, 2008, respectively, are as follows:

                                                                                        Period from
                                                                                      November 29, 2004
                                                     Three months     Three months   (date of bankruptcy
                                                         ended            ended      settlement) through
                                                       March 31,        March 31,        March 31,
                                                         2008             2007             2008
                                                       -------          -------          -------
<S>                                                    <C>              <C>              <C>
Statutory rate applied to income before income taxes   $  (900)          $  (200)          $(6,900)
Increase (decrease) in income taxes resulting from:
     State income taxes                                   --                --                --
     Other, including reserve for
     deferred tax asset and application
     of net operating loss carryforward                    900               200             6,900
                                                       -------           -------           -------

Income tax expense                                     $  --             $  --             $  --
                                                       =======           =======           =======

</TABLE>


                                                                              10
<PAGE>

                                  BTHC XV, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             March 31, 2008 and 2007



Note G - Income Taxes - Continued

The Company's only temporary differences as of March 31, 2008 and 2007 relate to
the  Company's net operating  loss pursuant to the  applicable  Federal Tax Law.
Accordingly, any deferred tax asset, as fully reserved, or liability, if any, as
of March 31, 2008 and 2007,  respectively,  is nominal  and not  material to the
accompanying financial statements.


Note H - Capital Stock Transactions

Pursuant  to the First  Amended  Joint Plan of  Reorganization  Proposed  By The
Debtors  affirmed by the U. S. Bankruptcy  Court - Northern  District of Texas -
Dallas  Division on November 29, 2004, the Company "will include the issuance of
a sufficient  number of Plan shares to meet the  requirements  of the Plan. Such
number is estimated  to be  approximately  500,000 Plan Shares  relative to each
Post Confirmation Debtor. The Plan Shares shall all be of the same class."

As provided in the Plan,  70.0% of the Plan Shares of the Company were issued to
Halter Financial Group,  Inc., the Company's  then-controlling  shareholder,  in
exchange  for the  release  of its  Allowed  Administrative  Claims  and for the
performance  of certain  services and the payment of certain fees related to the
anticipated  reverse merger or acquisition  transactions  described in the Plan.
The  remaining  30.0% of the Plan  Shares of the  Company  were  issued to other
holders of various claims as defined in the Order Confirming First Amended Joint
Plan of Reorganization.

Based upon the  calculations  provided by the  Creditor's  Trustee,  the Company
issued an aggregate  500,017  shares of the Company's  "new" common stock to all
unsecured  creditors and the  then-controlling  stockholder in settlement of all
unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust.





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<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)      Caution Regarding Forward-Looking Information


Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned
not to place undue  reliance  on such  forward-looking  statements.  The Company
disclaims any obligation to update any such factors or to publicly  announce the
result  of any  revisions  to any of the  forward-looking  statements  contained
herein to reflect future events or developments.

(2)      Results of Operations

The Company had no revenue for either of the three month periods ended March 31,
2008 and 2007, respectively.

General and administrative  expenses for the three month periods ended March 31,
2008 and 2007 were  related  to the  maintenance  of the  corporate  entity  and
maintaining compliance with the Securities Exchange Act of 1934, as amended.

It is  anticipated  that future  expenditure  levels may increase as the Company
intends to fully comply with it's periodic reporting requirements.

Earnings per share for the  respective  three month periods ended March 31, 2008
and 2007 were $(0.00) and $(0.00),  respectively,  based on the weighted-average
shares issued and outstanding at the end of each respective period.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At March 31, 2008 and 2007,  respectively,  the  Company had working  capital of
approximately $(19,200) and $(3,200), respectively.

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity will be present.  However,  there is no legal
obligation  for  either  management  or  significant   stockholders  to  provide
additional  future funding.  Should this pledge fail to provide  financing,  the
Company has not  identified  any  alternative  sources.  Consequently,  there is
substantial doubt about the Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.



                                                                              12
<PAGE>

Plan of Business

General

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.



                                                                              13
<PAGE>

(3)  Liquidity and Capital Resources

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity will be present.  However,  there is no legal
obligation  for  either  management  or  significant   stockholders  to  provide
additional  future funding.  Should this pledge fail to provide  financing,  the
Company has not  identified  any  alternative  sources.  Consequently,  there is
substantial doubt about the Company's ability to continue as a going concern.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

(4)  Quantitative and Qualitative Disclosures About Market Risk

The  Company  may be subject  to  certain  market  risks,  including  changes in
interest  rates and currency  exchange  rates.  At the present time, the Company
does not undertake any specific actions to limit those exposures.


Item 3 - Controls and Procedures

(a) 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) promulgated under the Securities Exchange Act of
   1934,  as  amended  (Exchange  Act),  as of  March  31,  2008.  Based on this
   evaluation,  our principal  executive officer and principal financial officer
   concluded  that our  disclosure  controls  and  procedures  are  effective in
   alerting  them on a timely  basis to  material  information  relating  to our
   Company  required to be included in our reports filed or submitted  under the
   Exchange Act.

(b) Changes in Internal Controls

   There were no significant  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 March 31,
   2008 that has  materially  affected,  or is  reasonably  likely to materially
   affect, our internal control over financial reporting.


Part II - Other Information

Item 1 - Legal Proceedings
   None

Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds
   None

Item 3 - Defaults on Senior Securities
   None

Item 4 - Submission of Matters to a Vote of Security Holders
   The Company has held no regularly  scheduled,  called or special  meetings of
shareholders during the reporting period.

Item 5 - Other Information
   None

Item 6 - Exhibits
 31.1  Certification  pursuant  to  Section  302 of  Sarbanes-Oxley  Act of 2002
 32.1  Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002


                        (Signatures follow on next page)



                                                                              14
<PAGE>



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                                   BTHC XV, Inc.

Dated: April 29, 2008                              /s/ Timothy P. Halter
       --------------                      -------------------------------------
                                                               Timothy P. Halter
                                             President, Chief Executive Officer,
                                       Chief Financial Officer and Sole Director













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