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 March 31, 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.)





171
N. Shore Drive, Miami Shores, FL 33141


(Address
of Principal Executive Offices)





(206)
203-3492


(Issuer
Telephone number)




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days.


Yes x        No
o




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 May 12, 2009:  1,063,618 shares of common stock.

















BTX HOLDINGS,
INC.





FORM
10-Q





March
31, 2009




TABLE
OF CONTENTS





PART
      I— FINANCIAL INFORMATIONItem
      1.
              Financial
      Statements
              3Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              23Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              25Item
      4T.
              Controls
      and Procedures
              25PART
      II— OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              26Item
      1A.
              Risk
      Factors
              26Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              26Item
      3.
              Defaults
      Upon Senior Securities
              26Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              26Item
      5.
              Other
      Information
              26Item
      6.
              Exhibits
              26SIGNATURES






-2-






PART
1 - FINANCIAL INFORMATION




Item
1.                      Financial
Statements






BTX
HOLDINGS, INC. AND SUBSIDIARY
 
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
CONSOLIDATED BALANCE SHEETS




ASSETSMarch
      31,
                            
                            
                            December
      31,2009
                            
                            
                            2008CURRENT
      ASSETS
                            
                            (Unaudited)
                            
                            
                            (Audited)Cash
                            
                            $
                            30
                            
                            
                            $
                            53TOTAL
      CURRENT ASSETS
                            
                            
                            30
                            
                            
                            
                            53Property
      and Equipment, net
                            
                            
                            581
                            
                            
                            
                            738TOTAL ASSETS
                            
                            $
                            611
                            
                            
                            $
                            791LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
                            
                            $
                            143,197
                            
                            
                            $
                            138,158Accrued
      payroll
                            
                            
                            321,630
                            
                            
                            
                            284,130Accrued
      interest
                            
                            
                            21,496
                            
                            
                            
                            18,145Notes
      payable- related parties
                            
                            
                            56,895
                            
                            
                            
                            54,545Notes
      payable
                            
                            
                            50,000
                            
                            
                            
                            50,000TOTAL
      CURRENT LIABILITIES
                            
                            
                            593,218
                            
                            
                            
                            544,978COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      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
                            
                            
                            (3,003,751
                            )
                            
                            
                            (2,955,331
                            )Total
      Stockholders’ Deficiency
                            
                            
                            (592,607
                            )
                            
                            
                            (544,187
                            )TOTAL LIABILITIES AND STOCKHOLDERS’
      DEFICIENCY
                            
                            $
                            611
                            
                            
                            $
                            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 Three Months Ended March 31,
                          
                          
                          For
      The Period From January 8, 2003 (Inception) to
                            March
      31,2009
                          
                          
                          2008
                          
                          
                          2009OPERATING
      EXPENSESConsulting
      fees
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          364,403Management
      fees - related party
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          84,000Professional
      fees
                          
                          
                          6,645
                          
                          
                          
                          4,653
                          
                          
                          
                          358,234Research
      and development
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          168,618Impairment
      of technology
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          500,000Salaries
                          
                          
                          37,500
                          
                          
                          
                          37,500
                          
                          
                          
                          642,667General
      and administrative
                          
                          
                          496
                          
                          
                          
                          7,496
                          
                          
                          
                          415,676Total
      Operating Expenses
                          
                          
                          44,641
                          
                          
                          
                          49,649
                          
                          
                          
                          2,533,598LOSS
      FROM OPERATIONS
                          
                          
                          (44,641
                          )
                          
                          
                          (49,649
                          )
                          
                          
                          (2,533,598
                          )OTHER
      EXPENSES:Interest
      Expense
                          
                          
                          (3,779
                          )
                          
                          
                          (2,907
                          )
                          
                          
                          (70,344
                          )Loss
      on convesion of notes payable
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (97,277
                          )Financing
      fees
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (302,532
                          )Total
      Other Expenses
                          
                          
                          (3,779
                          )
                          
                          
                          (2,907
                          )
                          
                          
                          (470,153
                          )LOSS
      BEFORE PROVISION FOR INCOME TAXES
                          
                          
                          (48,420
                          )
                          
                          
                          (52,556
                          )
                          
                          
                          (3,003,751
                          )Provision
      for Income Taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -NET
      LOSS
                          
                          $
                          (48,420
                          )
                          
                          $
                          (52,556
                          )
                          
                          $
                          (3,003,751
                          )Net
      loss per share - basic and diluted
                          
                          $
                          (0.05
                          )
                          
                          $
                          (0.05
                          )Weighted
      average number of shares outstanding during the period - basic and
      diluted
                          
                          
                          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 MARCH 31, 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
                    )    -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 MARCG 31, 2009
 
 (UNAUDITED)
  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
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    78,514Retirement
      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 three months ended March 31, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    (48,420
                    )
                    
                    
                    (48,420
                    )Balance,
      March 31, 2009
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    1,063,618
                    
                    
                    
                    1,064
                    
                    
                    
                    2,410,080
                    
                    
                    
                    -
                    
                    
                    $
                    (3,003,751
                    )
                    
                    $
                    (592,607
                    )




See
accompanying notes to condensed consolidated financial
statements.






-6-




BTX
HOLDINGS, INC. AND SUBSIDIARY
 
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 (UNAUDITED)
  For
      the Three Months Ended March 31,
                          
                          
                          For
      The Period From January 8, 2003 (Inception) to
                            March
      31,2009
                          
                          
                          2008
                          
                          
                          2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                          
                          $
                          (48,420
                          )
                          
                          $
                          (52,556
                          )
                          
                          $
                          (3,003,751
                          )Adjustments
      to reconcile net loss to net cash used in operating
      activities: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
                          
                          
                          157
                          
                          
                          
                          753
                          
                          
                          
                          14,770Impairment
      of technology
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          500,000In-kind
      contribution of services
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          880Changes
      in operating assets and liabilities:(Increase)
      / Decrease in prepaid expenses
                          
                          
                          -
                          
                          
                          
                          1,651
                          
                          
                          
                          -Accrued
      payroll
                          
                          
                          37,500
                          
                          
                          
                          37,500
                          
                          
                          
                          522,378Accrued
      interest
                          
                          
                          3,351
                          
                          
                          
                          2,325
                          
                          
                          
                          70,079Accounts
      payable
                          
                          
                          5,039
                          
                          
                          
                          2,278
                          
                          
                          
                          143,197Net
      Cash Used In Operating Activities
                          
                          
                          (2,373
                          )
                          
                          
                          (8,049
                          )
                          
                          
                          (1,056,964
                          )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
                          
                          
                          2,350
                          
                          
                          
                          5,100
                          
                          
                          
                          437,345Proceeds
      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
                          
                          
                          2,350
                          
                          
                          
                          5,100
                          
                          
                          
                          1,072,345NET
      INCREASE (DECREASE) IN CASH
                          
                          
                          (23
                          )
                          
                          
                          (2,949
                          )
                          
                          
                          30CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                          
                          
                          53
                          
                          
                          
                          3,404
                          
                          
                          
                          -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                          
                          $
                          30
                          
                          
                          $
                          455
                          
                          
                          $
                          30Supplemental
      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
 
 March
31, 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
months ended March 31, 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 months
ended March 31, 2009 and 2008 and for the period from January 3, 2003
(inception) to March 31, 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 March 31, 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 March 31, 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 March 31, 2009
                    
                    
                    100,000Options
      exercisable at March 31, 2009
                    
                    
                    100,000Weighted
      average exercise price of options granted to employees during period ended
      March 31, 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 March 31, 2009  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 March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement
No. 133”(SFAS161). This statement is intended to
improve transparency in financial reporting by requiring enhanced disclosures of
an entity’s derivative instruments and hedging activities and their effects on
the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative instruments within the
scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives,
and nonderivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject toSFAS161 must provide
more robust qualitative disclosures and expanded quantitative disclosures.SFAS   161 is effective
prospectively for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application
permitted. We are currently evaluating the disclosure implications of this
statement.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.
   -10-
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
  NOTE 2
              PROPERTY
      AND EQUIPMENT
  Property
and equipment at March 31, 2009 and December 31, 2008 were as
follows:
  March
      31, 2009
                  
                  
                  December
      31, 2008Computer
                  
                  $
                  15,351
                  
                  
                  $
                  15,351Less
      accumulated depreciation
                  
                  
                  (14,770
                  )
                  
                  
                  (14,613
                  )$
                  581
                  
                  
                  $
                  738
  During
the three months ended March 31, 2009 and 2008, and the period January 8, 2003
(Inception) to March  31,  2009 the Company recorded
depreciation expense of $157, $753,  and $14,770,
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 December 31, 2008, 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.  As of March
31, 2009 and December 31, 2008 the Company recorded accrued interest of $
1,682 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.  As of March 31, 2009 and December 31, 2008 the Company
recorded accrued interest of $2,010 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.  As of March 31, 2009
and December 31, 2008 the Company recorded accrued interest of $1,936 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.  As of March 31, 2009 and
December 31, 2008 the Company recorded accrued interest of $436 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.  As of March 31, 2009 and December 31,
2008 the Company recorded accrued interest of $937  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. As of March 31, 2009
and December 31, 2008 the Company recorded accrued interest of $290 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.  As of March
31, 2009 and December 31, 2008 the Company recorded accrued interest of $83 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.  As of March
31. 2009 and December 31, 2008 the Company recorded accrued interest of $333 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. As
of March 31, 2009 and December 31, 2008 the Company recorded accrued interest of
$75 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.  As of December 31, 2008 the Company
recorded accrued interest of $264   (See note 8).
   -13-
 
 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.  As of March 31, 2009 and December 31, 2008 the Company recorded
accrued interest of $66 and $48, respectivly   (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.  As of March
31, 2009 and December 31, 2008 the Company recorded accrued interest of $498 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.  As of March
31,2009 and December 31, 2008 the Company recorded accrued interest of $302 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.  As of March
31, 2009 and December 31, 2008 the Company recorded accrued interest of $483 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.  As of March 31, 2009 and December 31, 2008 the Company recorded
accrued interest of $173 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.  As of March 31, 2009 and December 31, 2008 the Company recorded
accrued interest of $335 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.  As of March 31, 2009 and December 31, 2008 the Company recorded
accrued interest of $37 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.  As of March 31, 2009 the Company recorded accrued
interest of $20. (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%.
As of March 31, 2009 the Company recorded accrued interest of $36. (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%.
As of March 31, 2009 the Company recorded accrued interest of $7. (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%. As
of March 31, 2009 the Company recorded accrued interest of $18. (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.
   -14-
 
 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 March 31, 2009 and December 31,
2008 the Company recorded accrued interest of $7,336 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 March 31,
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 March 31,
2009 and December 31, 2008 the Company recorded accrued interest of $2,762 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 March 31, 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.
  (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).
   -15-
  (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).
 
 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).
 
  -16-
  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.
 
 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.
   -17-
  (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.
 
 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.
   -18-
  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.  As of March
31, 2009 and December 31, 2008 the Company recorded accrued interest of $
1,682 and $1,460, respectively.
  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.  As of March 31, 2009 and December 31, 2008 the Company
recorded accrued interest of $2,010 and $1,738, respectively.
  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.  As of March 31, 2009
and December 31, 2008 the Company recorded accrued interest of $1,936 and
$1,652, respectively.
  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.  As of March 31, 2009 and
December 31, 2008 the Company recorded accrued interest of $436 and $362,
respectively.
 
 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.  As of March 31, 2009 and December 31,
2008 the Company recorded accrued interest of $937  and $752,
respectively.
   -19-
 
 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. As of March 31, 2009
and December 31, 2008 the Company recorded accrued interest of $290 and $229,
respectively.
 
 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.  As of March
31, 2009 and December 31, 2008 the Company recorded accrued interest of $83 and
$64, respectively.
 
 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.  As of March
31. 2009 and December 31, 2008 the Company recorded accrued interest of $333 and
$255, respectively.
  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. As
of March 31, 2009 and December 31, 2008 the Company recorded accrued interest of
$75 and $56, respectively.
  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.  As of December 31, 2008 the Company
recorded accrued interest of $264.
 
 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.  As of March 31, 2009 and December 31, 2008 the Company recorded
accrued interest of $66 and $48, respectivly
 
 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.  As of March
31, 2009 and December 31, 2008 the Company recorded accrued interest of $498 and
$350, respectively
 
 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.  As of March
31,2009 and December 31, 2008 the Company recorded accrued interest of $302 and
$203.
 
 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.  As of March
31, 2009 and December 31, 2008 the Company recorded accrued interest of $483 and
$298, respectively.
 
 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.  As of March 31, 2009 and December 31, 2008 the Company recorded
accrued interest of $173 and $80, respectively.
 
 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.  As of March 31, 2009 and December 31, 2008 the Company recorded
accrued interest of $335 and $150, respectively.
 
 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.  As of March 31, 2009 and December 31, 2008 the Company recorded
accrued interest of $37 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.  As of March 31, 2009 the Company recorded accrued
interest of $20.
  -20-
  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%.
As of March 31, 2009 the Company recorded accrued interest of $36.
 
 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%.
As of March 31, 2009 the Company recorded accrued interest of $7.
  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%. As
of March 31, 2009 the Company recorded accrued interest of $18.
  
 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
March 31, 2009 and December 31, 2008 the President and Chief Executive Officer
of the Company is owed accrued salary of $272,169 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)
  
 -21-
  (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.
 
 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 $3,003,751 from inception, a
stockholders' deficiency of $592,607, a working capital deficiency of $593,188
and used cash in operations from inception of $1,056,964. In addition, the
Company has $30,000 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
      EVENTS
 
 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%
 
 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 15%
  On May
13, 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%.











-22-




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.
  Going Concern
Consideration
  As
reflected in the accompanying financial statements as of March 31, 2009, we are
in the development stage with no operations, a stockholders' deficiency of
$592,607, an accumulated deficit from inception of $3,003,751, a working capital
deficiency of $593,188 and used cash in operations from inception of $1,056,964.
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.
   -23-
  Liquidity and Capital
Resources
  As of
March 31, 2009, we have assets of $611consisting of cash of $30 and property and
equipment of $581.  We have total liabilities of $593,218 consisting
of accounts payable of $143,197, accrued payroll of $321,630, accrued interest
of $21,496,  notes payable from related parties of $56,895, 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
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
 
 -24-
  In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP is effective for
financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results
of operations or cash flows.
  In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 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.
  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 March 31, 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.
 
 
 -25-
  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.  To date this motion has not
been decided by the court.  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.
  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 March 31, 2009 and December 31, 2008 the
Company recorded accrued interest of $7,336 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 March 31,
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 March 31,
2009 and December 31, 2008 the Company recorded accrued interest of $2,762 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.
 -26-
  
 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: 
      May  12, 2009
                By:
                /s/ Scott
      J. SilvermanScott
      J. SilvermanPresident,Chief
      Executive Officer,
                  Chief Financial Officer