UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_____________________




FORM 10-Q


_____________________




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




For
the quarterly period ended June 30, 2009




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





For the transition period from
______to______.




BTX
HOLDINGS, INC.


(Exact
name of registrant as specified in the Charter)




Florida
                    
                    333-110324
                    
                    16-1682307(State
      or other jurisdiction of
                      incorporation
      or organization)
                    
                    (Commission
      File No.)
                    
                    (IRS
      Employee Identification
No.)





5030
Champion Blvd G6 #198 Boca Raton, FL 33496


(Address
of Principal Executive Offices) (Zip Code)





(206)
203-3492


(Issuer
Telephone number, including area code)




Indicate
by check mark 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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).




Yes o        No
o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
              (Do
      not check if a smaller reporting company)
            o
            
            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 o         No
 x




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 11, 2009:  1,063,618 shares of common stock.

















BTX
HOLDINGS, INC.





FORM
10-Q





June
30, 2009




TABLE
OF CONTENTS





PART
      I— FINANCIAL INFORMATIONItem
      1.
                  Financial
      Statements
                  1Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  24Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  26Item
      4T.
                  Controls
      and Procedures
                  27PART
      II— OTHER INFORMATIONItem
      1.
                  Legal
      ProceedingsItem
      1A.
                  Risk
      Factors
                  27Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  27Item
      3.
                  Defaults
      Upon Senior Securities
                  27Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  28Item
      5.
                  Other
      Information
                  28Item
      6.
                  Exhibits
      and Reports on Form 8-K
                  28SIGNATURES








-2-




PART
1 - FINANCIAL INFORMATION




Item
1.     Financial Statements




BTX
HOLDINGS, INC. AND SUBSIDIARY
 
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
CONSOLIDATED BALANCE SHEETS
  ASSETSJune
      30,
                                
                                
                                December
      31,2009
                                
                                
                                2008CURRENT
      ASSETS
                                
                                (Unaudited)Cash
                                
                                $
                                992
                                
                                
                                $
                                53TOTAL
      CURRENT ASSETS
                                
                                
                                992
                                
                                
                                
                                53Property
      and Equipment, net
                                
                                
                                424
                                
                                
                                
                                738TOTAL ASSETS
                                
                                $
                                1,416
                                
                                
                                $
                                791LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
                                
                                $
                                138,495
                                
                                
                                $
                                138,158Accrued
      payroll
                                
                                
                                359,130
                                
                                
                                
                                284,130Accrued
      interest
                                
                                
                                25,358
                                
                                
                                
                                18,145Notes
      payable- related parties
                                
                                
                                66,395
                                
                                
                                
                                54,545Notes
      payable
                                
                                
                                50,000
                                
                                
                                
                                50,000TOTAL
      CURRENT LIABILITIES
                                
                                
                                639,378
                                
                                
                                
                                544,978COMMITMENTS
      AND CONTINGENCIES
                                
                                
                                -
                                
                                
                                
                                -STOCKHOLDERS’
      DEFICIENCYPreferred  stock,
      $.001 par value, 10,000,000 shares authorized,  none issued and
      outstanding
                                
                                
                                -
                                
                                
                                
                                -Common
      stock, $0.001 par value, 100,000,000 shares
      authorized,  1,063,618 shares issued and outstanding,
      respectively
                                
                                
                                1,064
                                
                                
                                
                                1,064Additional
      paid in capital
                                
                                
                                2,410,080
                                
                                
                                
                                2,410,080Accumulated
      deficit during development stage
                                
                                
                                (3,049,106
                                )
                                
                                
                                (2,955,331
                                )Total
      Stockholders’ Deficiency
                                
                                
                                (637,962
                                )
                                
                                
                                (544,187
                                )TOTAL LIABILITIES AND STOCKHOLDERS’
      DEFICIENCY
                                
                                $
                                1,416
                                
                                
                                $
                                791
 
 See
accompanying notes to condensed consolidated financial
statements.
  -3-
 
  BTX
HOLDINGS, INC. AND SUBSIDIARY
 
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 (UNAUDITED)
  For
      The Period FromFor
      The Three Months
                            Ended
      June 30,
                          
                          
                          For
      The Six Months
                            Ended
      June 30,
                          
                          
                          January 8,
      2003 (Inception) to2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008
                          
                          
                          June
      30, 2009OPERATING
      EXPENSESConsulting
      fees
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          364,403Management
      fees - related party
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          84,000Professional
      fees
                          
                          
                          3,948
                          
                          
                          
                          4,563
                          
                          
                          
                          10,593
                          
                          
                          
                          4,563
                          
                          
                          
                          362,182Research
      and development
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          168,618Impairment
      of technology
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          500,000Salaries
                          
                          
                          37,500
                          
                          
                          
                          37,500
                          
                          
                          
                          75,000
                          
                          
                          
                          37,500
                          
                          
                          
                          680,167General
      and administrative
                          
                          
                          (478
                          )
                          
                          
                          7,496
                          
                          
                          
                          16
                          
                          
                          
                          7,496
                          
                          
                          
                          415,196Total
      Operating Expenses
                          
                          
                          40,970
                          
                          
                          
                          49,559
                          
                          
                          
                          85,609
                          
                          
                          
                          49,559
                          
                          
                          
                          2,574,566LOSS
      FROM OPERATIONS
                          
                          
                          (40,970
                          )
                          
                          
                          (49,559
                          )
                          
                          
                          (85,609
                          )
                          
                          
                          (49,559
                          )
                          
                          
                          (2,574,566
                          )OTHER
      EXPENSES:Interest
      Expense
                          
                          
                          (4,387
                          )
                          
                          
                          (2,907
                          )
                          
                          
                          (8,166
                          )
                          
                          
                          (2,907
                          )
                          
                          
                          (74,731
                          )Loss
      on convesion of notes payable
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (97,277
                          )Financing
      fees
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (302,532
                          )Total
      Other Expenses
                          
                          
                          (4,387
                          )
                          
                          
                          (2,907
                          )
                          
                          
                          (8,166
                          )
                          
                          
                          (2,907
                          )
                          
                          
                          (474,540
                          )LOSS
      BEFORE PROVISION FOR INCOME TAXES
                          
                          
                          (45,357
                          )
                          
                          
                          (52,466
                          )
                          
                          
                          (93,775
                          )
                          
                          
                          (52,466
                          )
                          
                          
                          (3,049,106
                          )Provision
      for Income Taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -NET
      LOSS
                          
                          $
                          (45,357
                          )
                          
                          $
                          (52,466
                          )
                          
                          $
                          (93,775
                          )
                          
                          $
                          (52,466
                          )
                          
                          $
                          (3,049,106
                          )Net
      loss per share - basic and diluted
                          
                          $
                          (0.04
                          )
                          
                          $
                          (0.05
                          )
                          
                          $
                          (0.09
                          )
                          
                          $
                          (0.05
                          )Weighted
      average number of shares outstanding during the period - basic and
      diluted
                          
                          
                          1,063,618
                          
                          
                          
                          1,063,618
                          
                          
                          
                          1,063,618
                          
                          
                          
                          1,063,618
  See
accompanying notes to condensed consolidated financial
statements.
  -4-
 
 BTX
HOLDINGS, INC. AND SUBSIDIARY
 
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’ EQUITY
(DEFICIENCY)
 
 FOR
THE PERIOD FROM JANUARY 8, 2003 (INCEPTION) TO JUNE 30, 2009
 
 (UNAUDITED)
 Preferred
      Stock
                                                    
                                                    
                                                    Common
      Stock
                                                    
                                                    
                                                    Additional
      Paid-In
                                                    
                                                    
                                                    Deferred
                                                    
                                                    
                                                    Accumulated
      Deficit During DevelopmentShares
                                                    
                                                    
                                                    Amount
                                                    
                                                    
                                                    Shares
                                                    
                                                    
                                                    Amount
                                                    
                                                    
                                                    Capital
                                                    
                                                    
                                                    Compensation
                                                    
                                                    
                                                    Stage
                                                    
                                                    
                                                    TotalBALANCE, JANUARY 8, 2003
      (Inception)
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Issuance
      of founders stock
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    314,920
                                                    
                                                    
                                                    
                                                    315
                                                    
                                                    
                                                    
                                                    1,685
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    2,000Net
      loss, 2003
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -BALANCE, DECEMBER 31, 2004
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    314,920
                                                    
                                                    
                                                    
                                                    315
                                                    
                                                    
                                                    
                                                    1,685
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    2,000Beneficial
      conversion on convertible debt
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    85,000
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    85,000Net
      loss, 2004
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (102,668
                                                    )
                                                    
                                                    
                                                    (102,668
                                                    )BALANCE,
      December 31, 2004
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    314,920
                                                    
                                                    
                                                    
                                                    315
                                                    
                                                    
                                                    
                                                    86,685
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (102,668
                                                    )
                                                    
                                                    
                                                    (15,668
                                                    )Sale
      of common stock for cash
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    62,300
                                                    
                                                    
                                                    
                                                    62
                                                    
                                                    
                                                    
                                                    622,938
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    623,000Stock
      issued to acquire technology
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    50,000
                                                    
                                                    
                                                    
                                                    50
                                                    
                                                    
                                                    
                                                    499,950
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    500,000Common
      stock issued for reverse merger
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    56,500
                                                    
                                                    
                                                    
                                                    57
                                                    
                                                    
                                                    
                                                    (57
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Common
      stock issued for reverse merger
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    3,310,140
                                                    
                                                    
                                                    
                                                    3,310
                                                    
                                                    
                                                    
                                                    (3,310
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Repurchase
      and cancellation of common stock
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (3,147,500
                                                    )
                                                    
                                                    
                                                    (3,148
                                                    )
                                                    
                                                    
                                                    (46,853
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (50,000
                                                    )Common
      stock issued for financing fees on note payable
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    1,000
                                                    
                                                    
                                                    
                                                    1
                                                    
                                                    
                                                    
                                                    9,999
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    10,000In-kind
      contribution of management services
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    880
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    880Common
      stock  issued for legal services
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    3,000
                                                    
                                                    
                                                    
                                                    3
                                                    
                                                    
                                                    
                                                    29,997
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    30,000Net
      loss, 2005
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (1,250,794
                                                    )
                                                    
                                                    
                                                    (1,250,794
                                                    )BALANCE,
      December 31, 2005
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    650,360
                                                    
                                                    
                                                    
                                                    650
                                                    
                                                    
                                                    
                                                    1,200,230
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (1,353,462
                                                    )
                                                    
                                                    
                                                    (152,582
                                                    )Sale
      of common stock
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    800
                                                    
                                                    
                                                    
                                                    1
                                                    
                                                    
                                                    
                                                    9,999
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    10,000Common
      stock issued for services
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    10,000
                                                    
                                                    
                                                    
                                                    10
                                                    
                                                    
                                                    
                                                    167,990
                                                    
                                                    
                                                    
                                                    (153,000
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    15,000Common
      stock issued for financing fees on note payable
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    3,600
                                                    
                                                    
                                                    
                                                    4
                                                    
                                                    
                                                    
                                                    78,496
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    78,500Conversion
      on notes payable and accrued interest
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    17,100
                                                    
                                                    
                                                    
                                                    17
                                                    
                                                    
                                                    
                                                    78,497
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    78,514
    -5-
   BTX
HOLDINGS, INC. AND SUBSIDIARY
 
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’ EQUITY (DEFICIENCY)
CONTINUED
 
 FOR
THE PERIOD FROM JANUARY 8, 2003 (INCEPTION) TO JUNE 30, 2009
 
 (UNAUDITED)
  Retirement
      of common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (1,000
                                          )
                                          
                                          
                                          (1
                                          )
                                          
                                          
                                          1
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Amortization
      of deferred compensation
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          89,704
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          89,704Net
      Loss, 2006
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (741,177
                                          )
                                          
                                          
                                          (741,177
                                          )Balance
      December 31, 2006
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          680,860
                                          
                                          
                                          
                                          681
                                          
                                          
                                          
                                          1,535,213
                                          
                                          
                                          
                                          (63,296
                                          )
                                          
                                          
                                          (2,094,639
                                          )
                                          
                                          
                                          (622,041
                                          )Common
      stock issued for services
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          20,000
                                          
                                          
                                          
                                          20
                                          
                                          
                                          
                                          149,980
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          150,000Conversion
      on notes payable and accrued interest
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          240,830
                                          
                                          
                                          
                                          241
                                          
                                          
                                          
                                          482,363
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          482,604Conversion
      of accrued payroll
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          119,928
                                          
                                          
                                          
                                          120
                                          
                                          
                                          
                                          238,526
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          238,646Common
      stock issued for financing fees
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,000
                                          
                                          
                                          
                                          2
                                          
                                          
                                          
                                          3,998
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          4,000Amortization
      of deferred compensation
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          63,296
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          63,296Net
      Loss, 2007
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (632,644
                                          )
                                          
                                          
                                          (632,644
                                          )Balance
      December 31, 2007
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,063,618
                                          
                                          
                                          
                                          1,064
                                          
                                          
                                          
                                          2,410,080
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (2,727,283
                                          )
                                          
                                          
                                          (316,139
                                          )Net
      Loss, for the year ended December 31, 2008
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (228,048
                                          )
                                          
                                          
                                          (228,048
                                          )Balance,
      December 31, 2008
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          1,063,618
                                          
                                          
                                          
                                          1,064
                                          
                                          
                                          
                                          2,410,080
                                          
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          (2,955,331
                                          )
                                          
                                          $
                                          (544,187
                                          )Net
      Loss, for the six months ended June 30, 2009
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (93,775
                                          )
                                          
                                          
                                          (93,775
                                          )Balance,
      June 30, 2009
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          1,063,618
                                          
                                          
                                          
                                          1,064
                                          
                                          
                                          
                                          2,410,080
                                          
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          (3,049,106
                                          )
                                          
                                          $
                                          (637,962
                                          )
 
  -6-
 
 
  BTX
HOLDINGS, INC. AND SUBSIDIARY
 
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 (UNAUDITED)
  For
      The Period FromFor
      the Six Months Ended June 30,
                      
                      
                      January 8,
      2003 (Inception) to2009
                      
                      
                      2008
                      
                      
                      June
      30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                      
                      $
                      -
                      
                      
                      $
                      (118,220
                      )
                      
                      $
                      (3,049,106
                      )Adjustments
      to reconcile net loss to net cash used in operating
      activities:
                      
                      
                      (93,775
                      )Common
      stock issued for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      555,898Common
      stock issued for financing fees
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,500Beneficial
      conversion expenses
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      35,763Loss
      on conversion of notes payable - related party
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      96,322Depreciation
      expense
                      
                      
                      314
                      
                      
                      
                      1,311
                      
                      
                      
                      14,927Impairment
      of technology
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      500,000In-kind
      contribution of services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      880Changes
      in operating assets and liabilities:(Increase) / Decrease in prepaid expenses
                      
                      
                      
                      
                      
                      
                      (694
                      )
                      
                      
                      -Accrued
      payroll
                      
                      
                      75,000
                      
                      
                      
                      75,000
                      
                      
                      
                      559,878Accrued
      interest
                      
                      
                      7,213
                      
                      
                      
                      4,894
                      
                      
                      
                      73,941Accounts
      payable
                      
                      
                      337
                      
                      
                      
                      21,795
                      
                      
                      
                      138,495Net
      Cash Used In Operating Activities
                      
                      
                      (10,911
                      )
                      
                      
                      (15,914
                      )
                      
                      
                      (1,065,502
                      )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property and equipment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (15,351
                      )Net
      Cash Used In Investing Activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (15,351
                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Cash
      overdraft
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Repyaments
      of notes payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (40,000
                      )Proceeds
      from notes payable related party
                      
                      
                      11,850
                      
                      
                      
                      12,600
                      
                      
                      
                      446,845Proceeds
      from notes payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      90,000Repurchase
      and retirement or treasury stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (50,000
                      )Proceeds
      from issuance of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      635,000Net
      Cash Provided By Financing Activities
                      
                      
                      11,850
                      
                      
                      
                      12,600
                      
                      
                      
                      1,081,845NET
      INCREASE (DECREASE) IN CASH
                      
                      
                      939
                      
                      
                      
                      (3,314
                      )
                      
                      
                      992CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                      
                      
                      53
                      
                      
                      
                      3,404
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                      
                      $
                      992
                      
                      
                      $
                      90
                      
                      
                      $
                      992Supplemental
      disclosure of non cash investing & financing
    activities:Cash
      paid for income taxes
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Cash
      paid for interest expense
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      500Conversion
      of convrtible debt and accrued interest to common stock
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      428,933Conversion
      of accrued salary to common stock
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      200,748
  See
accompanying notes to condensed consolidated financial
statements.
  -7-
 
  BTX
HOLDINGS, INC. AND SUBSIDIARY
 
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 June
30, 2009
 
 (UNAUDITED)
  NOTE 1
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
  (A)
Basis of Presentation
  The
accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the three
and six months ended June 30, 2009 are not necessarily indicative of results
that may be expected for the year ending December 31, 2009. The financial
statements are presented on the accrual basis.
  (B)
Organization
  BTX
Holdings, Inc. f/k/a King Capital Holdings, Inc. was incorporated under the laws
of the State of Florida on April 24, 2003.
  BioTex
Corporation (f/k/a YB Holdings, Inc.) (a development stage company), 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 for varied applications or in further
processes.
  Activities
during the development stage include developing the business plan, acquiring
technology and raising capital.
  Pursuant
to a share purchase agreement, dated December 30, 2005, BioTex Corporation,
consummated an agreement with BTX Holdings, Inc., pursuant to which BioTex
Corporation, exchanged all of its 256,744 then issued and outstanding shares of
common stock for 254,744 shares or approximately 89% of the common stock of BTX
Holdings, Inc. This transaction has been accounted for as a reverse acquisition.
Accounting principles applicable to reverse acquisitions have been applied to
record the acquisition. Under this basis of accounting, BioTex Corporation, is
the acquirer and, accordingly, the consolidated entity is considered to be a
continuation of BioTex Corporation, with the net assets of BTX Holdings, Inc.
deemed to have been acquired and recorded at its historical cost. The statements
of operations include the results of BioTex Corporation for the three and six
months ended June 30, 2009 and 2008 and for the period from January 3, 2003
(inception) to June 30, 2009.
  BTX
Holdings, Inc. and BioTex Corporation are hereafter referred to as (the
“Company”).
  (C)
Reclassification of prior year amounts
  Certain
prior year accounts have been reclassified to reflect current years
presentation.
 
 (D)
Use of Estimates
  In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those
estimates.
  (E)
Consolidation
  The
accompanying condensed consolidated financial statements include the accounts of
BTX Holdings, Inc and its 100% owned subsidiary BioTex Corporation.
 
 All
inter-company transactions have been eliminated in consolidation.
   
 -8-
 
 
 
 
 (F)
Cash and Cash Equivalents
  For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents. The Company at times has cash in excess of FDIC
insurance limits and places its temporary cash investments with high credit
quality financial institutions. At June 30, 2009 and December 31, 2008, the
Company did not have any balances that exceeded FDIC insurance
limits.
  (G)
Property and Equipment
  Property
and equipment are stated at cost, less accumulated depreciation. Expenditures
for maintenance and repairs are charged to expense as incurred. Depreciation is
provided using the straight-line method over the estimated useful life of five
years.
  (H)
Stock-Based Compensation
  Effective
January 1, 2006 The Company adopted SFAS No. 123R “Share-Based
Payment”(“SFAS 123R”), a revision to SFAS No. 123 “Accounting for
Stock-Based Compensation” (“SFAS 123”). Prior to the adoption of SFAS 123R the
Company accounted for stock options in accordance with APB Opinion No. 25
“Accounting for Stock Issued to Employees”(the intrinsic value method), and
accordingly, recognized no compensation expense for stock option
grants.
  Equity
instruments (“instruments”) issued to other than employees are recorded on the
basis of the fair value of the instruments, as required by SFAS No.
123(R).  EITF Issue 96-18, “Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services.” defines the measurement date and recognition period for such
instruments.  In general, the measurement date is when either a (a)
performance commitment, as defined, is reached or (b) the earlier of (i) the
non-employee performance is complete or (ii) the instruments are vested. The
measured value related to the instruments is recognized over a period based on
the facts and circumstances of each particular grant as defined in the
EITF.
  During
the year ended December 31, 2005, the Company granted 100,000 options to it's
President with the following terms; 20,000 shares at $25.00, 20,000 at $37.50,
20,000 at $50.00, 20,000 at $75.00 and 20,000 at $100.00. All options expire
December 31, 2015.
  The fair
value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 2005: dividend yield of zero; expected volatility
of 1%, risk-free interest rate of 3.5%; expected life of 5 years dividend yield
of zero; expected volatility of .001%,risk-free interest rate of 3.5%; expected
life of 5 years. The Company determined the value to be immaterial.
  A summary
of the status of the Company's stock options as of June 30, 2009 and the changes
during the period ended is presented below:
  Fixed
      Options
                        
                        Shares
                        
                        
                        Weighted
                          Average
                          Exercise
      PriceOutstanding
      at December 31, 2004
                        
                        
                        -
                        
                        
                        
                        -Granted
                        
                        
                        100,000
                        
                        
                        $
                        57.50Outstanding
      at December 31, 2005
                        
                        
                        100,000
                        
                        
                        $
                        57.50Granted
                        
                        
                        -
                        
                        
                        
                        -Outstanding
      at December 31, 2006
                        
                        
                        100,000
                        
                        
                        $
                        57.50Granted
                        
                        
                        -
                        
                        
                        
                        -Outstanding
      at December 31, 2007
                        
                        
                        100,000
                        
                        
                        $
                        57.50Granted
                        
                        
                        -Outstanding
      at December 31, 2008
                        
                        
                        100,000Granted
                        
                        
                        -Outstanding
      at June 30, 2009
                        
                        
                        100,000Options
      exercisable at June 30, 2009
                        
                        
                        100,000Weighted
      average exercise price of options granted to employees during period ended
      June 30, 2009
                        
                        $
                        57.50
   
 -9-
 
 
 
  
 (I)
Loss Per Share
  Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of June 30, 2009 and 2008 common share equivalents
of 100,000 stock options were anti-dilutive and not used in the calculation of
diluted net loss per share.
  (J)
Business Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
  (K)
Long-Lived Assets
  The
Company accounts for long-lived assets under the Statements of Financial
Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other
Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived
Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142and 144,
long-lived assets, goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets. A100% or $500,000
impairment charge was recorded in 2005 for the Citrus Separation Technology
acquired during the year as it was determined by management that the future
value was impaired.
  (L)
Fair Value of Financial Instruments
 
 The
carrying amounts of the Company's accounts payable, accrued expenses, notes
payable related parties, notes payable and deferred compensation
approximate fair value due to the relatively short period to maturity for these
instruments.
  (M)
Recent Accounting Pronouncements
 
 In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The adoption of this statement did not have a material effect on the Company’s
financial statements.
 
 In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
 
 In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.
  In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The Company is evaluating the
impact the adoption of SFAS 168 will have on its financial
statements.
   
 -10-
 
  NOTE 2
              PROPERTY
      AND EQUIPMENT
  Property
and equipment at June 30, 2009 and December 31, 2008 were as
follows:
  June
      30, 2009
                          
                          
                          December
      31, 2008Computer
                          
                          $
                          15,351
                          
                          
                          $
                          15,351Less
      accumulated depreciation
                          
                          
                          (14,927
                          )
                          
                          
                          (14,613
                          )$
                          424
                          
                          
                          $
                          738
  During
the three and six months ended June 30, 2009 and 2008, and the period January 8,
2003 (Inception) to June 30,
20099 the Company recorded depreciation expense of $145, $314, $558,
$1,311 and $14,927, respectively.
  NOTE 3
              PURCHASE
      OF INTELLECTUAL PROPERTY
 
 During
January 2005, the Company entered into an agreement with Bio Reduction
Technology, LLC, pending the Company's acceptance of a working prototype.
Whereby the Company has the right to acquire an exclusive license to make and
have made and to use, offer to sell, sell, license, rent, and distribute
products embodying the bio reduction technology and any improvements to such
technology throughout the entire world. In exchange for the afore mentioned
license, the Company has agreed to issue up to 30,000 shares of common stock
valued at $1,500,000 the fair market value on the agreement date and an option
to purchase 6,000 additional shares of common stock, which will be exercisable
at a price of $250.00 per share. As of June 30, 2009, the Company has not
received a working prototype and has not closed on the agreement.
 
 During
May 2005, the Company entered into an agreement with an individual who is the
sole inventor of and holds all the rights, title, and interest in a pending
patent for citrus separation technology, whereby the Company has been assigned
the pending patent and the right to make and have made and to use, offer to
sell, sell, license, rent, and distribute products embodying the citrus
separation technology and improvements to such technology throughout the entire
world. In exchange for the aforementioned pending patent, the Company issued
50,000 shares of common stock valued at $500,000, the fair market value on the
agreement date and an option for the purchase of 30,000 additional shares of YB
common stock, exercisable at a price of $50.00 per share. The options were
valued based on the Black-Scholes model with the following assumptions as
required under SFAS 123 with the following weighted average assumptions:
expected dividend yield 0%, volatility 0%, risk-free interest rate of 4.25%, and
expected warrant life of one year. The Company also agreed to share a certain
percentage of profits derived from sales. As the Company has yet to determine
the commercial feasibility of this technology, it has elected to fully impair
the value of it. (See Note 9(c))
  On
December 29, 2005, the Company entered into an agreement with Dexion
International, Ltd to acquire all rights and interest in its patent application
number 5425221.8 for Hypercritical Separation Technology that was filed with the
European Patent Office on April 15, 2005. Upon successful testing, the rights,
title and interest to the technology are being acquired by us at a cost of $2.5
million and 116,000 shares of common stock. Additionally, pending successful
testing of the technology, the Company has agreed to acquire Dexion's HST
machine for $500,000 and to establish a research and development facility for
the technology. On March 29, 2007, the Company and Dexion International, Ltd.
mutually terminated the Agreement.
   
 -11-
 
 
  NOTE 4
              NOTES
      PAYABLE - RELATED PARTIES
  During
2004, the Company issued a one-year 8% Convertible Debenture (“Debenture”) in
the principal amount of $87,000, to an officer, director and shareholder in
settlement of the note payable to such related party, which was issued for the
sole purpose of funding ongoing operations. The note was extended until December
31, 2006. The principal and accrued interest of the Debenture is convertible
upon issuance into shares of common stock, par value $0.001 per share, at a
conversion price of $0.25 per share. During the years ended December 31, 2006
and 2005 and the period January 8, 2003 (Inception) to December 31, 2006 the
Company recorded financing fees for the beneficial conversion of $0, $70,795,
and $85,000, respectively. In March 2007 the officer, director and shareholder
extended the maturity date to March 31, 2007. In May 2007 the officer
director and shareholder agreed to convert the principal of $87,000 and accrued
interest of $17,337 into common stock at a discount of 20% from the current
market value of $2.00 on date of conversion. The Company issued a total of
65,211 shares of common stock valued at $130,422 ($2.00 per share). The Company
recorded a loss on conversion of notes payable of $26,085 (See Note
8).
  On
December 27, 2005, the Company borrowed $15,000 from a related party. The note
is unsecured and is due twelve months from the date of issuance and bears
interest at a rate of 10%. In December 2006 the term of the note was extended to
February 28, 2007. In March 2007, the loan was further extended until March 31,
2007.  In May 2007 the related party agreed to convert the principal of
$15,000 and accrued interest of $2,026 into common stock at a discount of 20%
from the current market value of $2.00 on date of conversion. The Company issued
a total of 10,641 shares of common stock valued at $21,283 ($2.00 per share).
The Company recorded a loss on conversion of notes payable of $4,257 (See Note
8).
  On
December 28, 2005, a related party loaned the Company $40,000 at a rate of 10%
per annum. The principle and interest were due on December 31, 2006 and was
unsecured. On September 1, 2006 the related party converted $40,000 of principal
and $2,751 of accrued interest into 17,100 shares of common stock. The Company
recorded interest expense of $35,763 associated with the beneficial conversion
of the accrued interest (See Note 8).
 
 In March
2006 a related party repaid an existing unsecured note of the Company in the
amount of $20,000 and $500 of accrued interest. The related party entered into a
new unsecured note agreement in the amount of $20,500 bearing interest at a rate
of 15% per annum and is due December 31, 2006. In December 2006 the term of the
note was extended to February 28, 2007. In March 2007, the loan was further
extended until March 31, 2007.  In May 2007 the related party agreed to
convert the principal of $20,500 and accrued interest of $3,631 into common
stock at a discount of 20% from the current market value of $.2.00 on date of
conversion. The Company issued a total of 15,082 shares of common stock valued
at $30,164 ($2.00 per share). The Company recorded a loss on conversion of notes
payable of $6,033 (See Note 8).
  In April
2006 the Company borrowed $50,000 from a related party. The note is unsecured
and is due December 31, 2006 and bears interest at a rate of 15%. The Company
issued the note holder 2,500 shares of common stock. The fair market value on
the date of issuance based on recent cash offering price was $50,000. The value
is being amortized over the term of the note. In December 2006 the term of the
loan was extended to February 28, 2007. In March 2007, the loan was further
extended until March 31, 2007. At December 31, 2006 the Company recorded
amortization of $50,000.  In May 2007 the related party agreed to convert
the principal of $50,000 and accrued interest of $8,260 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 36,413 shares of common stock valued at $72,825
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$14,565 (See Note 8).
  During
the year ended December 31, 2006, officer, director and shareholder loaned the
Company an additional $37,250. The balance accrued interest at a rate of 10% per
annum, is unsecured, and is due on December 31, 2006. In January 2007 the
officer, director and shareholder extended the maturity date to March 31, 2007.
In May 2007 the officer, director and shareholder agreed to convert the
principal of $37,250 and accrued interest of $3,746 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 25,623 shares of common stock valued at $51,245
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$10,249 (See Note 8).
  During
2006, the Company borrowed $73,700 from a related party. The note is unsecured
and is due six months from the dates of issuance and bear interest at a rate of
15%. In December 2006 the term of the note was extended to February 28, 2007. In
March 2007, the loan was further extended until March 31, 2007. During the three
months ended March 31, 2007 the Company borrowed an additional $42,000 from the
related party, note is unsecured and is due March 31, 2007 and bear interest at
a rate of 15%. In April 2007, the Company borrowed $15,000 from a related
party. The note is unsecured and is due June 30, 2007 and bears interest at a
rate of 15%. In May 2007 the officer, director and shareholder agreed to convert
the principal of $130,700 and accrued interest of $8,616 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 87,860 shares of common stock valued at $176,666
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$35,145 (See Note 8).
 
  -12-
    On May
18, 2007, the Company borrowed $6,000 from a related party. The note is
unsecured and is due July 31, 2007 and bears interest at a rate of 15%. In
November 2007, the term of loan was extended to November 30, 2007. In March
2008, the term of the loan was extended to June 30, 2008. In July 2008, the term
of the loan was extended to September   30, 2008. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $
1,906 and $1,460, respectively (See note 8).
  On June
5, 2007 the Company borrowed $6,500 from an officer, director and shareholder of
the Company. The note is unsecured and is due July 31, 2007 and bears interest
at a rate of 17%. In November 2007, the term of loan was extended to November
30, 2007. In March 2008, the term of the loan was extended to June 30,
2008.  In July 2008, the term of the loan was extended to September
30, 2008. In October 2008, the term of the loan was extended to December 31,
2008.    In December 2008, the note was extended until June
30, 2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $2,286 and $1,738, respectively (See note 8).
  During
the three months ended September 30, 2007 the Company borrowed a total of $7,700
from an officer, director and shareholder of the Company. The notes are
unsecured and are due October 30, 2007 and bears interest at a rate of 15%. In
November 2007, the term of loan was extended to November 30, 2007.  In
March 2008, the term of the loan was extended to June 30, 2008. In July 2008,
the term of the loan was extended to September 30, 2008. In October 2008,
the term of the loan was extended to December 31, 2008.  In December
2008, the note was extended until June 30, 2009.  In July 2009, the
note was extended until December 31, 2009.  As of June 30, 2009 and
December 31, 2008 the Company recorded accrued interest of $2,224 and $1,652,
respectively (See note 8).
  In
October  2007 the Company borrowed $2,000 from an officer, director
and shareholder of the Company. The note is unsecured and is due November 15,
2007 and bears interest at a rate of 15%. In November 2007, the term of loan was
extended to November 30, 2007.  In March 2008, the term of the loan
was extended to June 30, 2008.  In July 2008, the term of the loan was
extended to September 30, 2008. In October 2008, the term of the loan was
extended to December 31, 2008.  .  In December 2008, the
note was extended until June 30, 2009.  In July 2009, the note was
extended until December 31, 2009.  As of June 30, 2009 and December
31, 2008 the Company recorded accrued interest of $511 and $362, respectively
(See note 8).
 
 On
December 31, 2007 the Company borrowed $3,000 from an officer, director and
shareholder of the Company. The note is unsecured and is due March 31, 2008 and
bears interest at a rate of 25%.. In March 2008, the term of the loan was
extended to June 30, 2008.  In July 2008, the term of the loan was
extended to September 30, 2008. In October 2008, the term of the loan was
extended to December 31, 2008.  In December 2008, the note was
extended until June 30, 2009.  In July 2009, the note was extended
until December 31, 2009.  As of June 30, 2009 and December 31, 2008
the Company recorded accrued interest of $1,124 and $752, respectively (See
note 8).
 
 On
February 1, 2008, the Company borrowed $2,500 from a related party. The note is
unsecured and is due June 30, 2008 and bears interest at a rate of 10%. In July
2008, the term of the loan was extended to September 30, 2008. In October 2008,
the term of the loan was extended to December 31, 2008.   In
December 2008, the note was extended until June 30, 2009. In July 2009, the note
was extended until December 31, 2009.  As of June 30, 2009 and
December 31, 2008 the Company recorded accrued interest of $353 and $229,
respectively (See note 8).
 
 On
February 23, 2008, the Company borrowed $500 from a related party. The note is
unsecured and is due June 30, 2008 and bears interest at a rate of 15%. In
July 2008, the term of the loan was extended to September 30, 2008. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $101 and
$64, respectively   (See note 8).
 
 On March
10, 2008, the Company borrowed $2,100 from a related party. The note is
unsecured and is due June 30, 2008 and bears interest at a rate of 15%. In
July 2008, the term of the loan was extended to September 30, 2008. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $412 and
$255, respectively (See note 8).
  On April
1, 2008 the Company borrowed $500 from an officer and director of the Company.
The note is unsecured and is due June 30, 2008 and bears interest at a rate of
15%. In July 2008, the term of the loan was extended to September 30, 2008. In
October 2008, the term of the loan was extended to December 31,
2008.  In December 2008, the note was extended until June 30, 2009. In
July 2009, the note was extended until December 31, 2009.  As of June
30, 2009 and December 31, 2008 the Company recorded accrued interest of $93 and
$56, respectively (See note 8).
   -13-
   On April
18, 2008 the Company borrowed $2,500 from a related party. The note is unsecured
and is due June 30, 2008 and bears interest at a rate of 15%. In July 2008, the
term of the loan was extended to September 30, 2008. In October 2008, the
term of the loan was extended to December 31, 2008. In December 2008, the note
was extended until June 30, 2009.  In July 2009, the note was extended
until December 31, 2009.  As of June 30, 2009 and December 31, 2008
the Company recorded accrued interest of $450 and $264 respectively (See
note 8).
 
 On
May 21, 2008 the Company borrowed $500 from an officer and director of the
Company. The note is unsecured and is due August 30, 2008 and bears interest at
a rate of 15%. In October 2008, the term of the loan was extended to December
31, 2008.  In December 2008, the note was extended until June 30,
2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $85 and $48, respectively (See note 8).
 
 On June
1, 2008 the Company borrowed $4,000 from a related party. The note is unsecured
and is due September 30, 2008 and bears interest at a rate of 15%. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $648 and
$350, respectively (See note 8).
 
 On July
1, 2008 a related party loaned $2,695 to the Company. The note is unsecured,
earns an interest rate of 15% and matures on September 30, 2008. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $403 and
$203.  (See note 8).
 
 On August
8, 2008 a related party loaned $5,000 to the Company. The note is
unsecured, carries an interest rate of 15%, and matures on September 30, 2008.
In October 2008, the term of the loan was extended to December 31, 2008. In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $670 and
$298, respectively. (See note 8).
 
 On
October 15, 2008 a related party loaned $2,500 to the Company. The loan is
unsecured, carries an interest rate of 15%, and matures on December 31,
2008.  In December 2008, the note was extended until June 30,
2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $226 and $80, respectively. (See note
8).
 
 On
October 19, 2008 a related party loaned $5,000 to the Company. The loan is
unsecured, carries an interest rate of 15%, and matures on December 31,
2008.  In December 2008, the note was extended until June 30,
2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $592 and $150, respectively. (See note
8).
 
 On
November 11, 2008 a related party loaned $1,000 to the Company. The loan is
unsecured, carries an interest rate of 15%, and matures on December 31,
2008.  In December 2008, the note was extended until June 30,
2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $90 and $16, respectively. (See note 8).
 
 On
January 1, 2009 related party converted an amount owed of $550 to a loan to the
Company. The loan is unsecured, carries an interest rate of 15%, and matures on
June 30, 2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 the Company recorded accrued interest of
$82. (See note 8).
  On
January 23, 2009, a related party loaned the company $1,000.  The note
is unsecured and is due on June 30, 2009, and bears interest at a rate of
20%.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 the Company recorded accrued interest of
$87. (See note 8).
 
 On
February 20, 2009, a related party loaned the company $350  The note
is unsecured and is due on June 30, 2009, and bears interest at a rate of
20%.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 the Company recorded accrued interest of
$25. (See note 8).
  On March
6, 2009, a related party loaned the company $1,000.  The note is
unsecured and is due on June 30, 2009, and bears interest at a rate of 20%. In
July 2009, the note was extended until December 31, 2009.  As of June
30, 2009 the Company recorded accrued interest of $64. (See note
8).
   -14-
 
 On April
1, 2009, a related party loaned the company $3,500.  The note is
unsecured and is due on June 30, 2009, and bears interest at a rate of
20%.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 the Company recorded accrued interest of
$175. (See note 8).
 
 On April
1 2009, a related party loaned the company $3,500.  The note is
unsecured and is due on June 30, 2009, and bears interest at a rate of 20%. In
July 2009, the note was extended until December 31, 2009.  As of June
30, 2009 the Company recorded accrued interest of $131. (See note
8).
 
 On March
6, 2009, a related party loaned the company $2,500.  The note is
unsecured and is due on June 30, 2009, and bears interest at a rate of 20%. In
July 2009, the note was extended until December 31, 2009.  As of June
30, 2009 the Company recorded accrued interest of $125. (See note
8).
 
 NOTE 5
              NOTES
      PAYABLE
 
 In March,
2006 the Company borrowed $5,000 from an individual. The note is unsecured, is
due June 1, 2006, and bears interest at a rate of 15%. In August, the note was
extended to September 30, 2006 and the Company agreed to issue 100 shares of
common stock in consideration for the extension.  In June 2007 the
Company repaid the principal of $5,000 and accrued interest of $916. In addition
the Company agreed to issue 2,000 share of common stock valued at $4,000 ($2.00
per share) the fair value on the date of issuance as additional fees to cover
the default on note.
  In April,
2006 the Company borrowed $25,000 from an individual. The note is unsecured, is
due four months from the date of issuance and bears interest at a rate of 10%.
The Company issued the note holder, 1,000 shares of common stock. The fair
market value on the date of issuance based on recent cash offering price was
$25,000. The value is being amortized over the term of the note. At December 31,
2006 the Company recorded a discount on the notes of $0 and amortization of
$25,000. The note is currently in default. As of June 30, 2009 and December 31,
2008 the Company recorded accrued interest of $7,958 and $6,719,
respectively.
  In May,
2006 the Company borrowed $5,000 from an individual. The note is unsecured, is
due June 1, 2006, and bears interest at a rate of 7%. In June, 2006 the note was
extended to October 15, 2006. The note is currently in default. As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $1,107 and
$933, respectively.
  In
November 2007 the Company borrowed $20,000 from an investment company. The note
is unsecured, is due November 13, 2008, and bears interest at a rate of
10%.  The note is currently in default.  As of June 30, 2009
and December 31, 2008 the Company recorded accrued interest of $3,260 and
$2,268, respectively.
 
 NOTE 6
              JOINT
      VENTURE
 
 On August
15, 2005, the Company agreed to enter into an agreement with the Citrus
Products of Belize Limited (“CPBL”). Pursuant to the Agreement, the Company and
CPBL were to form a joint venture named BTX Citrus Belize, Ltd. (“BTXC”) for the
purpose of building a plant in Belize for waste peel processing. Pursuant to the
terms of the Agreement, the Company will own 65% and CPBL will own 35% of the
joint venture company. As of June 30, 2009 the joint venture has not been
formed.
  The
parties have agreed that the Net Profits generated by BTXC, minus a working
capital reserve to be determined by the BTXC board of directors, shall be
distributed on a quarterly basis on the same percentage basis as each party's
equity ownership. For the purpose of this Agreement, Net Profits has been
defined as Gross Revenues from the sale of finished products less all associated
costs of operation, including, but not limited to, salaries and wages,
utilities, commissions, SG&A, royalties and debt service. An additional 20%
of the Net Profits will be retained to establish a sinking fund in order to
retire the debt incurred in building the plant until such time that the debt is
retired.
  NOTE 7
              STOCKHOLDERS'
      EQUITY
  (A)
Common Stock Issued to Founders
  During
January 2003 the Company issued 314,920 shares of common stock to founders for a
capital contribution of $2,000 ($.0012 per share).
 
 In August
2006 one of the founders returned 1,000 shares of common stock with a value of
$1,000. The Company retired the share of common stock in August
2006.
   -15-
   (B)
Common Stock Issued for Cash
  In 2005,
the Company sold a total of 62,300 shares of common stock to 22 individuals for
cash of $623,000 ($10.00 per share).
  In 2006,
the Company sold a total of 800 shares of common stock to an individual for cash
of $10,000 ($12.50 per share).
  (C)
Common Stock Issued for Services
  In
December 2005 the Company issued 3,000 shares of common stock with a fair market
value of $30,000 for legal services ($10.00 per share).
  In March
2006 the Company issued 9,000 shares of common stock valued at $153,000 for
investor relations. The term of the agreement is from June 1, 2006 to June 1,
2007. As of March 31, 2006 the Company has recorded the value of these shares as
deferred compensation and will amortize them over the term of the agreement
($17.00 per share).
 
 In June
2006 the Company issued 1,000 shares of common stock with a fair market value of
$15,000 for consulting services ($15.00 per share).
 
 In March
2007 the Company issued 20,000 shares of common stock with a fair market value
of $150,000 for consulting services ($7,50per share).
  (D)
Common Stock Issued for Financing Fees
  In
December 2005 the Company issued 1,000 shares of common stock with a fair market
value of $10,000 ($10,00 per share) for financing fees in relation to a note
payable (See Note 4).
  In April
2006 the Company issued 1,000 shares of common stock with a fair market value of
$25,000 ($25.00 per share) for financing fees in relation to a note payable (See
Note 5).
  In April
2006, the Company issued a related party 2,500 shares of common stock with a
fair market value of $50,000 ($20.00 per share) for financing fees in relation
to a note payable (See Note 4).
 
 In
September 2006, the Company issued 100 shares of common stock with a fair market
value of $3,500 ($35.00 per share) for financing fees in relation to a note
payable (See Note 5).
 
 (E)
Common Stock Issued for Notes Payable
  During
2004, the Company issued a one-year 8% Convertible Debenture (“Debenture”) in
the principal amount of $87,000, to an officer, director and shareholder in
settlement of the note payable to such related party, which was issued for the
sole purpose of funding ongoing operations. The note was extended until December
31, 2006. The principal and accrued interest of the Debenture is convertible
upon issuance into shares of common stock, par value $0.001 per share, at a
conversion price of $0.25 per share. During the years ended December 31, 2006
and 2005 and the period January 8, 2003 (Inception) to December 31, 2006 the
Company recorded financing fees for the beneficial conversion of $0, $70,795,
and $85,000, respectively. In March 2007 the officer, director and shareholder
extended the maturity date to March 31, 2007. In May 2007 the officer
director and shareholder agreed to convert the principal of $87,000 and accrued
interest of $17,337 into common stock at a discount of 20% from the current
market value of $2.00 on date of conversion. The Company issued a total of
65,211 shares of common stock valued at $130,422 ($2.00 per share). The Company
recorded a loss on conversion of notes payable of $26,085 (See Note
8).
 
 On
December 27, 2005, the Company borrowed $15,000 from a related party. The note
is unsecured and is due twelve months from the date of issuance and bears
interest at a rate of 10%. In December 2006 the term of the note was extended to
February 28, 2007. In March 2007, the loan was further extended until March 31,
2007.  In May 2007 the related party agreed to convert the principal of
$15,000 and accrued interest of $2,026 into common stock at a discount of 20%
from the current market value of $2.00 on date of conversion. The Company issued
a total of 10,641 shares of common stock valued at $21,283 ($2.00 per share).
The Company recorded a loss on conversion of notes payable of $4,257 (See Note
8).
  On
December 28, 2005, a related party loaned the Company $40,000 at a rate of 10%
per annum. The principle and interest were due on December 31, 2006 and was
unsecured. On September 1, 2006 the related party converted $40,000 of principal
and $2,751 of accrued interest into 17,100 shares of common stock. The Company
recorded interest expense of $35,763 associated with the beneficial conversion
of the accrued interest (See Note 8).
   -16-
 
 In March
2006 a related party repaid an existing unsecured note of the Company in the
amount of $20,000 and $500 of accrued interest. The related party entered into a
new unsecured note agreement in the amount of $20,500 bearing interest at a rate
of 15% per annum and is due December 31, 2006. In December 2006 the term of the
note was extended to February 28, 2007. In March 2007, the loan was further
extended until March 31, 2007.  In May 2007 the related party agreed to
convert the principal of $20,500 and accrued interest of $3,631 into common
stock at a discount of 20% from the current market value of $.2.00 on date of
conversion. The Company issued a total of 15,082 shares of common stock valued
at $30,164 ($2.00 per share). The Company recorded a loss on conversion of notes
payable of $6,033 (See Note 8).
  In April
2006 the Company borrowed $50,000 from a related party. The note is unsecured
and is due December 31, 2006 and bears interest at a rate of 15%. The Company
issued the note holder 2,500 shares of common stock. The fair market value on
the date of issuance based on recent cash offering price was $50,000. The value
is being amortized over the term of the note. In December 2006 the term of the
loan was extended to February 28, 2007. In March 2007, the loan was further
extended until March 31, 2007. At December 31, 2006 the Company recorded
amortization of $50,000.  In May 2007 the related party agreed to convert
the principal of $50,000 and accrued interest of $8,260 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 36,413 shares of common stock valued at $72,825
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$14,565 (See Note 8).
 
 During
the year ended December 31, 2006, officer, director and shareholder loaned the
Company an additional $37,250. The balance accrued interest at a rate of 10% per
annum, is unsecured, and is due on December 31, 2006. In January 2007 the
officer, director and shareholder extended the maturity date to March 31, 2007.
In May 2007 the officer, director and shareholder agreed to convert the
principal of $37,250 and accrued interest of $3,746 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 25,623 shares of common stock valued at $51,245
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$10,249 (See Note 8).
  During
2006, the Company borrowed $73,700 from a related party. The note is unsecured
and is due six months from the dates of issuance and bear interest at a rate of
15%. In December 2006 the term of the note was extended to February 28, 2007. In
March 2007, the loan was further extended until March 31, 2007. During the three
months ended March 31, 2007 the Company borrowed an additional $42,000 from the
related party, note is unsecured and is due March 31, 2007 and bear interest at
a rate of 15%. In April 2007, the Company borrowed $15,000 from a related
party. The note is unsecured and is due June 30, 2007 and bears interest at a
rate of 15%. In May 2007 the officer, director and shareholder agreed to convert
the principal of $130,700 and accrued interest of $8,616 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 87,860 shares of common stock valued at $176,666
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$35,145 (See Note 8).
 
 In March,
2006 the Company borrowed $5,000 from an individual. The note is unsecured, is
due June 1, 2006, and bears interest at a rate of 15%. In August, the note was
extended to September 30, 2006 and the Company agreed to issue 100 shares of
common stock in consideration for the extension.  In June 2007 the
Company repaid the principal of $5,000 and accrued interest of $916. In addition
the Company agreed to issue 2,000 share of common stock valued at $4,000 ($2.00
per share) the fair value on the date of issuance as additional fees to cover
the default on note.
  (F)
Common Stock Issued for Technology
  The
Company issued 50,000 shares of common stock with a fair value of $500,000
($10.00 per share) and 30,000 warrants during 2005, at an exercise price of
$50.00 per share for the purchase of intellectual technology. The fair market
value of the warrants was estimated on the grant date using the Black-Scholes
option pricing model as required under SFAS 123 with the following weighted
average assumptions: expected dividend yield 0%, volatility1%, risk-free
interest rate of 4.25%, and expected warrant life of one year. The value was
immaterial at the grant date.
  (G)
Capital Contribution
  In
December, 2005 the Company's CEO elected to forgo $880 of amounts owed to him
for management fees. This amount has been recorded as in-kind contribution of
services at December 31, 2005.
  (H)
Reverse Mergers
  On June
9, 2005, pursuant to the Stock Purchase Agreement and Share Exchange, the
Company issued a total of 56,500 shares of the Company's common stock to the
shareholders of Capital Ventures I.
 
  -17-
   On
December 30, 2005 pursuant to the Stock Purchase Agreement and Share Exchange,
the Company issued a total of 331,014 shares of the Company's common stock to
the shareholders of BioTex Holdings, Inc. simultaneous with the Stock Purchase
Agreement and Share Exchange, the Company purchased and retired a total of
314,750 shares of its common stock for $50,000 from a former shareholder of King
Capital.
  (I)
Shares in Escrow
  During
2005, 116,000 shares of common stock were issued into escrow pending the
acceptance of the Agreement between the Company and Dexion International Ltd. to
acquire the right to Hypercritical Separation Technology. On March 29, 2007 the
Company and Dexion mutually terminated the Agreement and the shares being held
in escrow were cancelled.
  During
2005, 30,000 shares of common stock and 10,000 warrants with an exercise price
of $250.00 were issued into escrow pending the acceptance of the Agreement
between the Company and Bio Reduction Technology, LLC to acquire the license to
their Bio Reduction Technology. As of February 22, 2007 the Company has not
completed the transaction with Bio Reduction Technology, LLC and the shares in
escrow were cancelled pending delivery of a working prototype.
 
 During
2005, the Company issued 10,000 shares of common stock for  a finder's
fee which were put into escrow pending the acceptance of the Agreement between
the Company and Dexion International Ltd. to acquire the Hyper Critical
Separation Technology. On March 29, 2006, the Company and Dexion mutually
terminated the Agreement and the shares being held in escrow were
cancelled.
  (J)
Stock Split
  On July
14, 2006, the Company's stockholders approved a 5 for 1 stock split for its
common stock. As a result, stockholders of record at the close of business on
July 28, 2006, received five shares of common stock for every one shares held.
Common stock, additional paid-in capital and share and per share data for prior
periods have been restated to reflect the stock split as if it had occurred at
the beginning of the earliest period presented.
  (K)
Reverse Stock Split
  On June
5, 2007, the Company's stockholders approved a 1 for 10 reverse stock split for
its common stock. As a result, stockholders of record at the close of business
on July 9, 2007, received one shares of common stock for every ten shares held.
Common stock, additional paid-in capital,  share and per share data for
prior periods have been restated to reflect the stock split as if it had
occurred at the beginning of the earliest period presented.
  On August
1, 2008, the Company's stockholders approved a 1 for 5 reverse stock split for
its common stock. As a result, stockholders of record at the close of business
on September 8, 2008, received one share of common stock for every five shares
held. Common stock, additional paid-in capital, share and per share data
for prior periods have been restated to reflect the stock split as if it had
occurred at the beginning of the earliest period presented.
 
 (L)
Shares Issued in Settlement of Salary
 
 During
December 2005, the Company entered into an employment agreement with the
President and Chief Executive Officer of the Company for a term of five years at
an annual minimum salary of $150,000. In May 2007 the President and Chief
Executive Officer of the Company agreed to convert the principal of $190,917
into common stock at a discount of 20% from the current market value of $2.00 on
date of conversion. The Company issued a total of 119,923 shares of common stock
valued at $238,646 ($2.00 per share). The Company recorded additional
compensation expense on the conversion of the accrued salary of
$47,729.
  NOTE 8
              RELATED
      PARTY TRANSACTIONS
 
 During
2004, the Company issued a one-year 8% Convertible Debenture (“Debenture”) in
the principal amount of $87,000, to an officer, director and shareholder in
settlement of the note payable to such related party, which was issued for the
sole purpose of funding ongoing operations. The note was extended until December
31, 2006. The principal and accrued interest of the Debenture is convertible
upon issuance into shares of common stock, par value $0.001 per share, at a
conversion price of $0.25 per share. During the years ended December 31, 2006
and 2005 and the period January 8, 2003 (Inception) to December 31, 2006 the
Company recorded financing fees for the beneficial conversion of $0, $70,795,
and $85,000, respectively. In March 2007 the officer, director and shareholder
extended the maturity date to March 31, 2007. In May 2007 the officer
director and shareholder agreed to convert the principal of $87,000 and accrued
interest of $17,337 into common stock at a discount of 20% from the current
market value of $2.00 on date of conversion. The Company issued a total of
65,211 shares of common stock valued at $130,422 ($2.00 per share). The Company
recorded a loss on conversion of notes payable of $26,085.
   -18-
 
 On
December 27, 2005, the Company borrowed $15,000 from a related party. The note
is unsecured and is due twelve months from the date of issuance and bears
interest at a rate of 10%. In December 2006 the term of the note was extended to
February 28, 2007. In March 2007, the loan was further extended until March 31,
2007.  In May 2007 the related party agreed to convert the principal of
$15,000 and accrued interest of $2,026 into common stock at a discount of 20%
from the current market value of $2.00 on date of conversion. The Company issued
a total of 10,641 shares of common stock valued at $21,283 ($2.00 per share).
The Company recorded a loss on conversion of notes payable of
$4,257.
  On
December 28, 2005, a related party loaned the Company $40,000 at a rate of 10%
per annum. The principle and interest were due on December 31, 2006 and was
unsecured. On September 1, 2006 the related party converted $40,000 of principal
and $2,751 of accrued interest into 17,100 shares of common stock. The Company
recorded interest expense of $35,763 associated with the beneficial conversion
of the accrued interest.
 
 In March
2006 a related party repaid an existing unsecured note of the Company in the
amount of $20,000 and $500 of accrued interest. The related party entered into a
new unsecured note agreement in the amount of $20,500 bearing interest at a rate
of 15% per annum and is due December 31, 2006. In December 2006 the term of the
note was extended to February 28, 2007. In March 2007, the loan was further
extended until March 31, 2007.  In May 2007 the related party agreed to
convert the principal of $20,500 and accrued interest of $3,631 into common
stock at a discount of 20% from the current market value of $.2.00 on date of
conversion. The Company issued a total of 15,082 shares of common stock valued
at $30,164 ($2.00 per share). The Company recorded a loss on conversion of notes
payable of $6,033.
 
 In April
2006 the Company borrowed $50,000 from a related party. The note is unsecured
and is due December 31, 2006 and bears interest at a rate of 15%. The Company
issued the note holder 2,500 shares of common stock. The fair market value on
the date of issuance based on recent cash offering price was $50,000. The value
is being amortized over the term of the note. In December 2006 the term of the
loan was extended to February 28, 2007. In March 2007, the loan was further
extended until March 31, 2007. At December 31, 2006 the Company recorded
amortization of $50,000.  In May 2007 the related party agreed to convert
the principal of $50,000 and accrued interest of $8,260 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 36,413 shares of common stock valued at $72,825
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$14,565.
  During
the year ended December 31, 2006, officer, director and shareholder loaned the
Company an additional $37,250. The balance accrued interest at a rate of 10% per
annum, is unsecured, and is due on December 31, 2006. In January 2007 the
officer, director and shareholder extended the maturity date to March 31, 2007.
In May 2007 the officer, director and shareholder agreed to convert the
principal of $37,250 and accrued interest of $3,746 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 25,623 shares of common stock valued at $51,245
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$10,249.
  During
2006, the Company borrowed $73,700 from a related party. The note is unsecured
and is due six months from the dates of issuance and bear interest at a rate of
15%. In December 2006 the term of the note was extended to February 28, 2007. In
March 2007, the loan was further extended until March 31, 2007. During the three
months ended March 31, 2007 the Company borrowed an additional $42,000 from the
related party, note is unsecured and is due March 31, 2007 and bear interest at
a rate of 15%. In April 2007, the Company borrowed $15,000 from a related
party. The note is unsecured and is due June 30, 2007 and bears interest at a
rate of 15%. In May 2007 the officer, director and shareholder agreed to convert
the principal of $130,700 and accrued interest of $8,616 into common stock at a
discount of 20% from the current market value of $2.00 on date of conversion.
The Company issued a total of 87,860 shares of common stock valued at $176,666
($2.00 per share). The Company recorded a loss on conversion of notes payable of
$35,145.
  On May
18, 2007, the Company borrowed $6,000 from a related party. The note is
unsecured and is due July 31, 2007 and bears interest at a rate of 15%. In
November 2007, the term of loan was extended to November 30, 2007. In March
2008, the term of the loan was extended to June 30, 2008. In July 2008, the term
of the loan was extended to September   30, 2008. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $
1,906 and $1,460, respectively (See note 8).
  On June
5, 2007 the Company borrowed $6,500 from an officer, director and shareholder of
the Company. The note is unsecured and is due July 31, 2007 and bears interest
at a rate of 17%. In November 2007, the term of loan was extended to November
30, 2007. In March 2008, the term of the loan was extended to June 30,
2008.  In July 2008, the term of the loan was extended to September
30, 2008. In October 2008, the term of the loan was extended to December 31,
2008.    In December 2008, the note was extended until June
30, 2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $2,286 and $1,738, respectively (See note 8).
   -19-
    During
the three months ended September 30, 2007 the Company borrowed a total of $7,700
from an officer, director and shareholder of the Company. The notes are
unsecured and are due October 30, 2007 and bears interest at a rate of 15%. In
November 2007, the term of loan was extended to November 30, 2007.  In
March 2008, the term of the loan was extended to June 30, 2008. In July 2008,
the term of the loan was extended to September 30, 2008. In October 2008,
the term of the loan was extended to December 31, 2008.  In December
2008, the note was extended until June 30, 2009.  In July 2009, the
note was extended until December 31, 2009.  As of June 30, 2009 and
December 31, 2008 the Company recorded accrued interest of $2,224 and $1,652,
respectively (See note 8).
  In
October  2007 the Company borrowed $2,000 from an officer, director
and shareholder of the Company. The note is unsecured and is due November 15,
2007 and bears interest at a rate of 15%. In November 2007, the term of loan was
extended to November 30, 2007.  In March 2008, the term of the loan
was extended to June 30, 2008.  In July 2008, the term of the loan was
extended to September 30, 2008. In October 2008, the term of the loan was
extended to December 31, 2008.  .  In December 2008, the
note was extended until June 30, 2009.  In July 2009, the note was
extended until December 31, 2009.  As of June 30, 2009 and December
31, 2008 the Company recorded accrued interest of $511 and $362, respectively
(See note 8).
 
 On
December 31, 2007 the Company borrowed $3,000 from an officer, director and
shareholder of the Company. The note is unsecured and is due March 31, 2008 and
bears interest at a rate of 25%.. In March 2008, the term of the loan was
extended to June 30, 2008.  In July 2008, the term of the loan was
extended to September 30, 2008. In October 2008, the term of the loan was
extended to December 31, 2008.  In December 2008, the note was
extended until June 30, 2009.  In July 2009, the note was extended
until December 31, 2009.  As of June 30, 2009 and December 31, 2008
the Company recorded accrued interest of $1,124  and $752,
respectively (See note 8).
 
 On
February 1, 2008, the Company borrowed $2,500 from a related party. The note is
unsecured and is due June 30, 2008 and bears interest at a rate of 10%. In July
2008, the term of the loan was extended to September 30, 2008. In October 2008,
the term of the loan was extended to December 31, 2008.   In
December 2008, the note was extended until June 30, 2009. In July 2009, the note
was extended until December 31, 2009.  As of June 30, 2009 and
December 31, 2008 the Company recorded accrued interest of $353 and $229,
respectively  (See note 8).
 
 On
February 23, 2008, the Company borrowed $500 from a related party. The note is
unsecured and is due June 30, 2008 and bears interest at a rate of 15%. In
July 2008, the term of the loan was extended to September 30, 2008. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $101 and
$64, respectively   (See note 8).
 
 On March
10, 2008, the Company borrowed $2,100 from a related party. The note is
unsecured and is due June 30, 2008 and bears interest at a rate of 15%. In
July 2008, the term of the loan was extended to September 30, 2008. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $412 and
$255, respectively   (See note 8).
  On April
1, 2008 the Company borrowed $500 from an officer and director of the Company.
The note is unsecured and is due June 30, 2008 and bears interest at a rate of
15%. In July 2008, the term of the loan was extended to September 30, 2008. In
October 2008, the term of the loan was extended to December 31,
2008.  In December 2008, the note was extended until June 30, 2009. In
July 2009, the note was extended until December 31, 2009.  As of June
30, 2009 and December 31, 2008 the Company recorded accrued interest of $93 and
$56, respectively   (See note 8).
  On April
18, 2008 the Company borrowed $2,500 from a related party. The note is unsecured
and is due June 30, 2008 and bears interest at a rate of 15%. In July 2008, the
term of the loan was extended to September 30, 2008. In October 2008, the
term of the loan was extended to December 31, 2008. In December 2008, the note
was extended until June 30, 2009.  In July 2009, the note was extended
until December 31, 2009.  As of June 30, 2009 and December 31, 2008
the Company recorded accrued interest of $450 and $264 respectively (See
note 8).
  On
May 21, 2008 the Company borrowed $500 from an officer and director of the
Company. The note is unsecured and is due August 30, 2008 and bears interest at
a rate of 15%. In October 2008, the term of the loan was extended to December
31, 2008.  In December 2008, the note was extended until June 30,
2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $85 and $48, respectively   (See note
8).
 
 On June
1, 2008 the Company borrowed $4,000 from a related party. The note is unsecured
and is due September 30, 2008 and bears interest at a rate of 15%. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $648 and
$350, respectively   (See note 8).
   -20-
  
 On July
1, 2008 a related party loaned $2,695 to the Company. The note is unsecured,
earns an interest rate of 15% and matures on September 30, 2008. In October
2008, the term of the loan was extended to December 31, 2008.  In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $403 and
$203.  (See note 8).
 
 On August
8, 2008 a related party loaned $5,000 to the Company. The note is
unsecured, carries an interest rate of 15%, and matures on September 30, 2008.
In October 2008, the term of the loan was extended to December 31, 2008. In
December 2008, the note was extended until June 30, 2009.  In July
2009, the note was extended until December 31, 2009.  As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $670 and
$298, respectively. (See note 8).
 
 On
October 15, 2008 a related party loaned $2,500 to the Company. The loan is
unsecured, carries an interest rate of 15%, and matures on December 31,
2008.  In December 2008, the note was extended until June 30,
2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $226 and $80, respectively.
 (See note
8).
 
 On
October 19, 2008 a related party loaned $5,000 to the Company. The loan is
unsecured, carries an interest rate of 15%, and matures on December 31,
2008.  In December 2008, the note was extended until June 30,
2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $592 and $150, respectively.
 (See note
8).
 
 On
November 11, 2008 a related party loaned $1,000 to the Company. The loan is
unsecured, carries an interest rate of 15%, and matures on December 31,
2008.  In December 2008, the note was extended until June 30,
2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 and December 31, 2008 the Company recorded
accrued interest of $90 and $16, respectively.
 
 On
January 1, 2009 related party converted an amount owed of $550 to a loan to the
Company. The loan is unsecured, carries an interest rate of 15%, and matures on
June 30, 2009.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 the Company recorded accrued interest of
$82.
  On
January 23, 2009, a related party loaned the company $1,000.  The note
is unsecured and is due on June 30, 2009, and bears interest at a rate of
20%.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 the Company recorded accrued interest of
$87.
 
 On
February 20, 2009, a related party loaned the company $350  The note
is unsecured and is due on June 30, 2009, and bears interest at a rate of
20%.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 the Company recorded accrued interest of
$25.
  On March
6, 2009, a related party loaned the company $1,000.  The note is
unsecured and is due on June 30, 2009, and bears interest at a rate of 20%. In
July 2009, the note was extended until December 31, 2009.  As of June
30, 2009 the Company recorded accrued interest of $64.
 
 On April
1, 2009, a related party loaned the company $3,500.  The note is
unsecured and is due on June 30, 2009, and bears interest at a rate of
20%.  In July 2009, the note was extended until December 31,
2009.  As of June 30, 2009 the Company recorded accrued interest of
$175.
 
 On April
1 2009, a related party loaned the company $3,500.  The note is
unsecured and is due on June 30, 2009, and bears interest at a rate of 20%. In
July 2009, the note was extended until December 31, 2009.  As of June
30, 2009 the Company recorded accrued interest of $131.
 
 On March
6, 2009, a related party loaned the company $2,500.  The note is
unsecured and is due on June 30, 2009, and bears interest at a rate of 20%. In
July 2009, the note was extended until December 31, 2009.  As of June
30, 2009 the Company recorded accrued interest of $125.
   -21-
  
 NOTE 9
              COMMITMENTS AND
      CONTINGENCIES
  (A)
Employment Agreement
  During
December 2005, the Company entered into an employment agreement with the
President and Chief Executive Officer of the Company for a term of five years at
an annual minimum salary of $150,000. In May 2007 the President and Chief
Executive Officer of the Company agreed to convert the principal of $190,917
into common stock at a discount of 20% from the current market value of $2.00 on
date of conversion. The Company issued a total of 119,923 shares of common stock
valued at $238,646 ($2.00 per share). The Company recorded additional
compensation expense on the conversion of the accrued salary of $47,729. As of
June 30, 2009 and December 31, 2008 the President and Chief Executive Officer of
the Company is owed accrued salary of $309,669 and $234,669,
respectively.
  In the
event that the net profits of the Company is less than $2,500,000 per annum than
the Executive shall receive a salary of $150,000; If net profits of the Company
are more than $2,500,000 per annum and less than $5,000,000 than the Executive
shall receive a salary of $250,000; if net profits of the Company are more than
$5,000,000 per annum but less than $7,500,000 than the Executive shall receive a
salary of $375,000; if the net profits of the Company are greater than
$7,500,000 per annum than the Executive shall receive a salary of $500,000 and
4% of the Annual Net Profits of the Companies, from all sources, before
Depreciation, Amortization and Taxes, in excess of $10,000,000. In addition the
Company has agreed to a monthly car allowance of up $1,500 per month. Net
Profits is based upon the net corporate profits, from all sources, before
Depreciation, Amortization and Taxes as collectively defined by the United
States Generally Accepted Accounting Principles (“GAAP”).
 
 The
Company has agreed to issue the following common stock options:
  Options
to purchase 20,000 shares of the Company's common stock at an exercise price of
$25.00 expiring in 2015.
  Options
to purchase 20,000 shares of the Company's common stock at an exercise price of
$37.50 expiring in 2015.
  Options
to purchase 20,000 shares of the Company's common stock at an exercise price of
$50.00 expiring in 2015.
  Options
to purchase 20,000 shares of the Company's common stock at an exercise price of
$75.00 expiring in 2015.
  Options
to purchase 20,000 shares of the Company's common stock at an exercise price of
$100,00 expiring in 2015.
 
 (B)
Joint Venture
  During
August 2005, the Company agreed to form a majority-owned venture, BTX Citrus
Belize, Ltd. (herein after known as “BTXC”), with Citrus Products Of Belize Ltd.
(“CPBL”), comprised of the Company's capital funding and citrus peel processing
equipment. CPBL is providing the land free citrus peels for 10 years
and is placing $700,000 in an escrow account for a period of no longer than four
months. As a result of this transaction, BioTex Corp. (“BIOTEX”) will have a 65%
ownership interest. The remaining 35% shall be owned by Citrus Products Of
Belize Ltd. (“CPBL”).  (See Note 6)
 
 (C)
Litigation
 
 In May
2008, a lawsuit was served against the Company as well as certain individuals by
Robert Allen Jones in the Circuit Court of the 17th Judicial Circuit in Broward
County, Florida seeking rescission of the CST patent. The complaint claims
breach of contract among other claims. On March 20, 2009, the Company and Mr.
Jones settled the case out of court. Under the terms of the settlement, Mr.
Jones granted the Company an unlimited license to utilize the patented
technology, and he returned all of his stock in the Company for cancellation.
The Company will transfer the patent and all trademarks back to Mr. Jones. In
May 2008, a lawsuit was served against the Company as well as certain
individuals by Robert Allen Jones in the Circuit Court of the 17th Judicial
Circuit in Broward County, Florida seeking rescission of the CST patent. The
complaint claims breach of contract among other claims.
 
 On
February 25, 2009, the Company and Mr. Jones settled the case out of court.
Under the terms of the settlement, Mr. Jones granted the Company an unlimited
license to utilize the patented technology, and he returned all of his stock in
the Company for cancellation. To date, the Company has not received all the
documents necessary to cancel the stock, though the Company has received the
stock certificate.  The Company will transfer the patent and all
trademarks back to Mr. Jones upon receipt of all documents pertaining to the
settlement and stock cancellation.
   -22-
  
 NOTE
      10
              GOING
      CONCERN
  As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, a net loss of $3,049,106 from inception, a
stockholders' deficiency of $637,962, a working capital deficiency of $638,386
and used cash in operations from inception of $1,065,502. In addition, the
Company has $50,000 in notes payable that are currently in default. This raises
substantial doubt about its ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the Company's
ability to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
  Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
  NOTE
      11
              SUBSEQUENT
      EVENT
 
 On August
4, 2009, a related party loaned the Company $3,700.  The Note is
unsecured, bears interest at the rate of 20% per annum and expires on December
31, 2009.
  The
Company evaluated subsequent events through August 9, 2009, the date the
condensed financial statements were issued and concluded there are no
other material subsequent events.










-23-




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





The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.





Plan of
Operations




Our plan
of operations for the next twelve months is focused on the following primary
objectives.




1.        Identifying
potential candidates for merger or acquisition opportunities




2.        Raising
capital through private debt or equity offerings;




Acquisition or Merger
Candidates





We will
attempt to locate and negotiate with a business entity for the combination of
that target company with us. The combination will normally take the form of a
merger, stock- for-stock exchange or stock-for-assets exchange. In most
instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can
be given that we will be successful in locating or negotiating with any
target company.





On
December 29, 2005, we terminated our agreement with Mastercraft Ltd. dated May
31, 2005. The agreement contemplated the acquisition of the rights, title and
interest to its MST technology at a cost of $3 million and 650,000 shares of
common stock of BioTex. The agreement was terminated when Mastercraft defaulted
on the terms of the agreement and both Mastercraft and BioTex signed mutual
releases of liability. Upon termination, the 650,000 shares being held in escrow
were returned to the treasury.




On
December 29, 2005, we entered into an agreement with Dexion International, Ltd
to acquire all rights and interest in its patent application number 5425221.8
for Hypercritical Separation Technology that was filed with the European Patent
Office on April 15, 2005. Upon successful testing, the rights, title and
interest to the technology were being acquired by us at a cost of $2.5 million
and 580,000 shares of common stock. Additionally, pending successful testing of
the technology, we had agreed to acquire Dexion’s HST machine for $500,000 and
to establish a research and development facility for the technology. In March,
2007, BioTex terminated the Agreement when both parties were found to be in
default of provisions of the Agreement, and such defaults were not
curable.  Upon termination, the 580,000 shares being held in escrow
were returned to the treasury




We
account for long-lived assets under the Statements of Financial Accounting
Standards Nos. 142 and 144 "Accounting for Goodwill and Other Intangible Assets"
and "Accounting for Impairment or Disposal of Long-Lived Assets" ("SFAS No. 142
and 144"). In accordance with SFAS No. 142 and 144, long-lived assets, goodwill
and certain identifiable intangible assets held and used by the Company are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. For purposes of
evaluating the recoverability of long-lived assets, goodwill and intangible
assets, the recoverability test is performed using undiscounted net cash flows
related to the long-lived assets. A 100% or $500,000 impairment charge was
recorded for the Citrus Separation Technology acquired during the year ended
December 31, 2005 as it was determined by management that the future value was
impaired.






-24-




Going Concern
Consideration




As
reflected in the accompanying financial statements as of June 30, 2009, we are
in the development stage with no operations, a stockholders' deficiency of
$637,962, an accumulated deficit from inception of $3,049,106, a working capital
deficiency of $638,386 and used cash in operations from inception of $1,065,502.
This raises substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern is dependent on our ability to raise
additional capital and implement our business plan. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.




We do not
have sufficient cash to sustain our business for the next 12
months.  We believe that actions presently being taken to obtain
additional funding and implement our strategic plans provide the opportunity for
us to continue as a going concern.




Liquidity
and Capital Resources




As of
June 30, 2009, we have assets of $1,416 consisting of cash of $992 and property
and equipment of $424.  We have total liabilities of $639,378
consisting of accounts payable of $138,495, accrued payroll of $359,130, accrued
interest of $25,358, notes payable from related parties of $66,395, and
notes payable of $50,000.




Cash and
cash equivalents from inception to date have not been sufficient to cover
expenses involved in starting our business. Current cash on hand is insufficient
to support our operations for the next twelve months. Therefore, we will require
additional funds to continue to implement and expand our business plan during
the next twelve months.




Critical Accounting
Policies




Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.




Recent Accounting
Pronouncements




In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The adoption of this statement did not have a material effect on the Company’s
financial statements.
  In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s
continuing involvement, if any, in transferred financial assets. SFAS 166 is
effective as of the beginning of each reporting entity’s first annual reporting
period that begins after November 15, 2009, for interim periods within that
first annual reporting period and for interim and annual reporting periods
thereafter. The Company is evaluating the impact the adoption of SFAS 166 will
have on its financial statements.




-25-





In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.
  In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The Company is evaluating the
impact the adoption of SFAS 168 will have on its financial
statements.




Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).





Item
3.    Quantitative and Qualitative Disclosures about Market
Risks





Not
applicable because we are a smaller reporting company.






-26-




Item
4T.  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”),of the effectiveness of the Company’s disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)
as of the end of the period covered by this report. Based upon that evaluation,
the Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in the
Company’s internal control over financial reporting during the quarter
ended June 30, 2009 that has materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial
reporting.




There
have been no significant changes in the Company’s internal controls or in other
factors that could significantly affect internal controls subsequent to the date
the Chief Executive Officer and the Chief Financial Officer carried out this
evaluation.







PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




In May
2008, a lawsuit was served against the Company as well as certain individuals by
Robert Allen Jones in the Circuit Court of the 17th Judicial Circuit in
Broward County, Florida seeking rescission of the CST
patent.  The complaint claims breach of contract among other
claims.   On June 23, 2008, our counsel filed a motion to dismiss
all claims brought against the Company.  On February 25, 2009, the
Company and Mr. Jones settled the case out of court. Under the terms of the
settlement, Mr. Jones granted the Company an unlimited license to utilize the
patented technology, and he returned all of his stock in the Company for
cancellation. The Company will transfer the patent and all trademarks back to
Mr. Jones upon the completion and receipt of all necessary paperwork from Mr.
Jones.




Item
1A. Risk Factors





Not
applicable because we are a smaller reporting company.




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




None.




Item
3. Defaults Upon Senior Securities.




In April,
2006 the Company borrowed $25,000 from an individual. The note is unsecured, is
due four months from the date of issuance and bears interest at a rate of 10%.
The Company issued the note holder 5,000 shares of common stock. The fair market
value on the date of issuance based on recent cash offering price was $25,000.
The value is being amortized over the term of the note. At December 31, 2006 the
Company recorded a discount on the notes of $0 and amortization of $25,000.
The note is currently in default. As of June 30, 2009 and December 31, 2008 the
Company recorded accrued interest of $7,959 and $6,719,
respectively.






-27-




In May,
2006 the Company borrowed $5,000 from an individual. The note is unsecured, is
due June 1, 2006, and bears interest at a rate of 7%. In June, 2006 the note was
extended to October 15, 2006. The note is currently in default. As of June 30,
2009 and December 31, 2008 the Company recorded accrued interest of $1,019 and
$933, respectively.





In
November 2007 the Company borrowed $20,000 from an investment company. The note
is unsecured, is due November 13, 2008, and bears interest at a rate of
10%.  The note is currently in default.  As of June 30, 2009
and December 31, 2008 the Company recorded accrued interest of $3,260 and
$2,268, respectively.




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




None.




Item
5. Other Information.




None.




Item
6. Exhibits and Reports of Form 8-K.




(a)         Exhibits




31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002




32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002




(b)         Reports
of Form 8-K




None.






-28-










SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.






BTX
      HOLDINGS, INC.Date: 
      August 11, 2009
                By:
                /s/ Scott
      J. SilvermanScott
      J. SilvermanPresident,Chief
      Executive Officer,
                  Chief
      Financial Officer