UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~Washington, DC 20549~~

~~FORM~~Washington, ~~10-K~~DC 20549

Form 10-K

(Mark one)

~~x ANNUAL~~[X] ~~REPORT~~Annual ~~UNDER~~Report ~~SECTION~~Under Section 13 ORor 15(Dd) OFof ~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

For the fiscal year ended December 31, ~~2009~~2010

~~o TRANSITION~~[ ~~REPORT~~] ~~UNDER~~Transition ~~SECTION~~Report Under Section 13 ORor 15(Dd) OFof ~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

For the transition period from ______________ to _____________

Commission File Number: 000-52722

BTHC XIV, ~~INC~~Inc. ~~(Exact Name of Registrant as Specified in Its Charter)~~

			Delaware			20-5456276
			(State of Incorporation)			(I. R. S. Employer ID Number)
			174 FM 1830, Argyle, Texas 76226
			(Address of Principal Executive Offices)
			(972) 233-0300
			(Registrant’s Telephone Number)

(Exact Name of Registrant as Specified in Its Charter)

Securities registered pursuant to Section 12 (b) of the Act - None Securities registered pursuant to Section 12(g) of the Act: - Common Stock - $0.001 par value

Delaware	20-5456276
(State of Incorporation)	(I. R. S. Employer ID Number)

8235 Douglas Avenue, Suite 1100, Dallas TX 75225

(Address of Principal Executive Offices)

(214) 237-5348

(Registrant’s Telephone Number)

Securities registered pursuant to Section 12 (b) of the Act - None

Securities registered pursuant to Section 12(g) of the Act: - Common Stock - $0.001 par value

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o [ ]No x[ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes o [ ]No ~~x Indicate~~[ byX check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o]

Indicate by check mark whether the registrant has ~~submitted~~(1) ~~electronically~~filed ~~and~~all ~~posted~~reports ~~on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Exchange Act during the ~~preceding~~past 12 months (or for such shorter period ~~that~~ the ~~registrant~~Company was required to ~~submit~~file such reports), and ~~post files~~(2) has been subject to such filing requirements for the past 90 days. Yes o [ X ]No o[ ]

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item~~posted ~~405~~on ofits ~~Regulation~~corporate ~~S-K~~Web issite, ~~not~~if ~~contained herein~~any, ~~and~~every ~~will~~Interactive ~~not~~Data beFile ~~contained,~~required to ~~the~~be ~~best~~submitted ofand ~~the~~posted ~~registrant’s~~pursuant ~~knowledge,~~to inRule ~~definitive~~405 ~~proxy or information statements incorporated by reference in Part III~~ of ~~this~~Regulation ~~Form 10~~S-KT orduring ~~any amendment to this Form 10-K. o Indicate by check mark whether~~ the ~~registrant~~preceding is12 amonths ~~large accelerated filer, an accelerated filer, a non-accelerated filer,~~ (or afor ~~smaller~~such ~~reporting~~shorter ~~company.~~period ~~See~~that the ~~definitions~~registrant ofwas ~~“large~~required ~~accelerated~~to ~~filer”,~~submit ~~“accelerated filer”~~ and ~~“smaller~~post ~~reporting company” in Rule 12b-2 of the Exchange Act~~files). Yes ~~(Check~~[__] No ~~one):~~[__]

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~if ~~filer~~disclosure oof ~~Non~~delinquent filers pursuant to Item 405 of Regulation S-~~accelerated~~K ~~filer~~is onot ~~Smaller~~contained ~~reporting~~herein, ~~company~~and xwill not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See ~~(as~~the ~~defined~~definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): ~~Yes x No o~~

~~The~~Large ~~aggregate~~accelerated ~~market~~filer ~~value~~[_] ofAccelerated ~~voting~~filer ~~and~~[_] ~~non~~Non-~~voting~~accelerated ~~common~~filer ~~equity~~[_] ~~held~~Smaller byreporting ~~non-affiliates~~company as of March 4, 2010 was approximately $ -0- based upon 90,012 shares held by non-affiliates and a closing market price of $0.00 per share on March 4, 2010. As of March 4, 2010 , there were 300,232 shares of Common Stock issued and outstanding.[X]

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

The aggregate market value of voting and non-voting common equity held by non-affiliates as of January 11, 2011 was approximately $ -0- based upon 300,232 shares held by non-affiliates and a closing market price of $0.00 per share on January 11, 2011.

As of January 11, 2011, there were 6,004,640 shares of Common Stock issued and outstanding.

BTHC XIV, Inc.

Form 10-K for the Year ended December 31, 2010

Index to Contents

Page Number

		Page Number
Part I

Item 1	Business	3
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	4
Item 2	Properties	4
Item 3	Legal Proceedings	4
Item 4	(Removed and Reserved)	4

Part II

Item 5	Market for Registrant’s Common Equity,
	Related Stockholder Matters and
	Issuer Purchases of Equity Securities	5
Item 6	Selected Financial Data	6
Item 7	Management’s Discussion and Analysis of
	Financial Condition and Results of Operations	7
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements with Accountants
	on Accounting and Financial Disclosure	9
Item 9A	Controls and Procedures	10
Item 9B	Other Information	10

Part III

Item 10	Directors, Executive Officers and Corporate Governance	11
Item 11	Executive Compensation	13
Item 12	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters	13
Item 13	Certain Relationships and Related Transactions, and Director Independence	14
Item 14	Principal Accounting Fees and Services	14

Part IV

Item 15	Exhibits, Financial Statement Schedules	15

Signatures		29

Part I
Item 1	Business	3
Item 1A	Risk Factors	6
Item 2	Properties	9
Item 3	Legal Proceedings	9
Part II
Item 4	Market for Registrant’s Common Equity,
	Related Stockholder Matters and
	Issuer Purchases of Equity Securities	10
Item 5	Selected Financial Data	11
Item 6	Management’s Discussion and Analysis of
	Financial Condition and Results of Operations	11
Item 6A	Quantitative and Qualitative Disclosures About Market Risk	16
Item 7	Financial Statements and Supplementary Data	F-1
Item 8	Changes in and Disagreements with Accountants
	on Accounting and Financial Disclosure	16
Item 8A	Controls and Procedures	16
Item 8B	Other Information	17
Part III
Item 9	Directors, Executive Officers and Corporate Governance	18
Item 10	Executive Compensation	21
Item 11	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters	21
Item 12	Certain Relationships and Related Transactions, and Director Independence	22
Item 13	Principal Accountant Fees and Services	23
Part IV
Item 14	Exhibits and Financial Statement Schedules	24
Signatures		34

Caution Regarding Forward-Looking Information

Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings. Given these uncertainties, readers of this Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

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

PART I

Item 1 - Business

General BTHC XIV, Inc. (Company) was formed on March 31, 2006, and incorporated on August 16, 2006, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to BTHC XIV, LLC, a Texas Limited Liability Company which was discharged from bankruptcy on November 29, 2004. The effective date of the merger of BTHC XIV, Inc. and BTHC XIV, LLC was August 16, 2006. In accordance with the confirmed plan of reorganization, our current business plan is to seek to identify a privately-held operating company desiring to become a publicly held company by merging with us through a reverse merger or acquisition. We are a development stage company and a shell company as defined in Rule 405 under the Securities Act of 1933, or the Securities Act, and Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act. As a shell company, we have no operations and no or nominal assets. Although we have no assets or operations, we believe we possess a stockholder base which will make us an attractive merger or acquisition candidate to an operating, privately-held company seeking to become publicly held. Our principal office is located at 174 FM 1830, Argyle, TX 76226 and our telephone number is (972) 233-0300. Currently, the Company has no known exposures to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant.

~~History In September 1999, Ballantrae Healthcare LLC and affiliated limited liability companies including~~ BTHC XIV, ~~LLC,~~Inc. (~~collectively Ballantrae~~"Company") ~~were~~was ~~organized~~formed ~~for~~on ~~the~~March ~~purpose~~31, of2006, ~~operating~~and ~~nursing~~incorporated ~~homes~~on ~~throughout~~August ~~the~~16, ~~United States. Ballantrae did not own the nursing facilities. Instead~~2006, ~~they~~in ~~operated~~accordance ~~the facilities pursuant to management agreements and/or real property leases~~ with the ~~owners~~Laws of ~~each of~~ the ~~respective~~State ~~facilities~~of Delaware. The ~~Although~~Company ~~Ballantrae~~is ~~continued to increase~~ the ~~number of nursing homes it operated and in June 2000 had received a substantial equity investment, it was unable to achieve profitability~~U. ~~During 2001 and 2002, Ballantrae continued to experience severe liquidity problems and did not generate enough revenues to cover its overhead costs~~S. ~~Despite~~Bankruptcy ~~obtaining~~Court ~~additional~~mandated ~~capital~~reincorporation ~~and divesting unprofitable nursing homes, by March, 2003, Ballantrae was out~~ of ~~cash~~ and ~~unable~~successor to ~~meet~~BTHC ~~its payroll obligations. On March 28~~XIV, ~~2003~~LLC, ~~Ballantrae filed~~ a ~~petition~~Texas ~~for~~Limited ~~reorganization~~Liability ~~under~~Company ~~Chapter~~which 11was ofdischarged ~~the~~from ~~United~~bankruptcy ~~States~~on ~~Bankruptcy Code. On~~ November 29, 2004,. The ~~the~~effective ~~bankruptcy~~date ~~court~~of ~~approved~~ the ~~First~~merger ~~Amended Joint Plan~~ of ~~Reorganization,~~BTHC ~~or the Plan~~XIV, asInc. ~~presented by Ballantrae, its affiliates~~ and ~~their creditors. On August 16, 2006, pursuant to the Plan,~~ BTHC XIV, LLC was ~~merged into BTHC XIV~~August 16, ~~Inc~~2006.~~, a Delaware corporation.~~

On June 1, 2010, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Patrick D. Souter ("Souter"), a resident of Dallas, Texas, pursuant to which he acquired 5,704,408 shares of our common stock in exchange for approximately $5,750 cash or approximately $0.001 per share. As a result of this transaction, 6,004,640 shares of our common stock are currently issued and outstanding.

Our current business plan is to develop a restaurant and bar concept geared towards individuals and families living within the proximity of to-be-selected suburban locations. This restaurant and bar concept is geared to offer customers a venue to hear local bands and participate in various other entertainment options such as popular video games and organized club activities involving pool, darts, Texas Hold ‘Em poker and ping pong. Mr. Souter is currently the owner of a comparable business located in downtown Dallas, Texas.

We are a development stage company and a shell company as defined in Rule 405 under the Securities Act of 1933, or the Securities Act, and Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act. We are a shell company because we have no operations and no or nominal assets. Our principal office is located at 8235 Douglas Avenue, Suite 1100, Dallas TX 75225 and our telephone number is (214) 237-5348.

Currently, the Company has no known exposures to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant.

History

In September 1999, Ballantrae Healthcare LLC and affiliated limited liability companies including BTHC XIV, LLC, (collectively Ballantrae) were organized for the purpose of operating nursing homes throughout the United States. Ballantrae did not own the nursing facilities. Instead, they operated the facilities pursuant to management agreements and/or real property leases with the owners of each of the respective facilities. Although Ballantrae continued to increase

the number of nursing homes it operated and in June 2000 had received a substantial equity investment, it was unable to achieve profitability. During 2001 and 2002, Ballantrae continued to experience severe liquidity problems and did not generate enough revenues to cover its overhead costs. Despite obtaining additional capital and divesting unprofitable nursing homes, by March, 2003, Ballantrae was out of cash and unable to meet its payroll obligations.

On March 28, 2003, Ballantrae filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code. On November 29, 2004, the bankruptcy court approved the First Amended Joint Plan of Reorganization, or the

Plan of Reorgainzation, as presented by Ballantrae, its affiliates and their creditors. On August 16, 2006, pursuant to the Plan, BTHC XIV, LLC was merged into BTHC XIV, Inc., a Delaware corporation.

~~Plan~~Business ~~of Reorganization~~Plan

~~Halter~~On ~~Financial~~June ~~Group~~1, ~~Inc. or HFG~~2010, ~~participated with Ballantrae and their creditors in structuring~~ the ~~Plan.~~Company Asentered ~~part~~into ofa ~~the~~Share ~~Plan,~~Exchange ~~HFG~~Agreement ~~provided $76,500 to be used to pay professional fees associated~~ with Souter pursuant ~~the Plan confirmation process. HFG was granted an option~~ to bewhich ~~repaid~~he ~~through~~acquired ~~the issuance of equity securities in 17 of the reorganized Ballantrae entities~~5, ~~including BTHC XIV~~704,408 ~~Inc. HFG~~shares ~~exercised the option, and as provided in the Plan, approximately 70%~~ of our ~~outstanding~~ common stock ~~was issued to HFG,~~ in ~~satisfaction~~exchange offor ~~HFG's administrative claims. The remaining~~ approximately 30% of our outstanding common stock was issued to 519 holders of administrative and tax claims and unsecured debt. The Plan Shares were issued pursuant to Section 1145 of the Bankruptcy Code. As further consideration for the issuance of the Plan Shares to HFG$5,750 ~~the~~cash ~~Plan required HFG to assist us in identifying a potential merger~~ or ~~acquisition~~approximately ~~candidate~~$0.001 ~~HFG~~per is responsible for the payment of our operating expenses and HFG will provide us for no cost with consulting services, including assisting us with formulating the structure of any proposed merger or acquisitionshare. As ~~Additionally, HFG is responsible for paying our expenses incurred in consummating~~ a ~~merger~~result ~~or acquisition. We will remain subject to the jurisdiction~~ of ~~the~~this ~~bankruptcy court until we consummate a merger or acquisition. Pursuant to the confirmation order~~transaction, ~~if we do not consummate a business combination prior to June 20~~6, ~~2010~~004,640 ~~the~~shares ~~Plan Shares will be deemed canceled, and the discharge and injunction provisions~~ of ~~the~~our ~~confirmation~~common ~~order,~~stock asare they pertain to us, shall be deemed dissolved without further order of the bankruptcy court. If we timely consummate a merger or acquisition, we will have met the requirements of the Plan and the discharge and injunction provisions granted to us under the confirmation order shall continue to be effective. Effective August 16, 2006, HFG transferred its 350,000 Plan Shares to Halter Financial Investments L.P. (HFI), a Texas limited partnership controlled by Timothy P. Halter. Timothy P. Halter is the sole officer, director and stockholder of HFG and an officer and member of Halter Financial Investments GP, LLC, general partner of HFI. Mr. Halter currently ~~serves~~issued ~~as our president~~ and ~~sole director~~outstanding.

~~Business Plan~~ Our current business plan is to ~~seek~~develop ~~and identify~~ a ~~privately-held~~restaurant operating company desiring to become a publicly held company by combining with us through a reverse merger or acquisition type transaction. Private companies wishing to have their securities publicly traded may seek to merge or effect an exchange transaction with a shell company with a significant stockholder base. As a result of the merger or exchange transaction, the stockholders of the private company will hold a majority of the issued and ~~outstanding~~bar ~~shares~~concept ofgeared ~~the~~towards ~~shell~~individuals ~~company. Typically, the directors~~ and ~~officers~~families ofliving ~~the~~within ~~private company become~~ the ~~directors~~proximity ~~and officers~~ of ~~the~~to-be-selected ~~shell~~suburban ~~company~~locations. This ~~Often~~restaurant ~~the name of the private company becomes the name of the shell company. We have no capital~~ and ~~must~~bar ~~depend~~concept onis ~~HFI~~geared to ~~provide~~offer uscustomers ~~with~~a ~~the~~venue ~~necessary funds~~ to ~~implement~~hear ~~our~~local ~~business~~bands plan. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, we have not identified any business opportunity that we plan to pursue, nor have we reached any agreement or definitive understanding with any person concerning an acquisition or merger. Timothy P. Halter, our sole officer and ~~director,~~participate ~~will~~in ~~be primarily responsible for investigating combination opportunities. However, we believe that business opportunities may also come to our attention from~~ various ~~sources,~~other ~~including~~entertainment ~~HFI,~~options ~~professional advisors~~ such as ~~attorneys,~~popular ~~and~~video ~~accountants,~~games ~~securities broker-dealers, venture capitalists, members of the financial community,~~ and ~~others~~organized ~~who~~club ~~may~~activities ~~present~~involving ~~unsolicited proposals. We have no plan~~pool, ~~understanding~~darts, ~~agreements,~~Texas orHold ~~commitments with~~‘Em ~~any~~poker ~~individual~~and ~~for~~ping ~~such person to act as a finder of opportunities for us~~pong. No Mr. ~~direct~~Souter ~~discussions~~is ~~regarding the possibility of a combination are~~ currently ~~ongoing and we can give no assurances that we will be successful in finding or acquiring a desirable business opportunity, given~~ the ~~limited~~owner ~~funds that are expected to be available to us for implementation~~ of our business plan. Furthermore, we can give no assurances that any acquisition, if it occurs, will be on terms that are favorable to us or our current stockholders. We do not propose to restrict our search for a ~~candidate~~comparable ~~to any particular geographical area or industry, and therefore, we are unable to predict the nature of our future~~ business ~~operations.~~located ~~Our management's discretion~~ in ~~the~~downtown ~~selection of business opportunities is unrestricted~~Dallas, ~~subject to the availability of such opportunities, economic conditions, and other factors~~Texas.

We have limited capital and must depend on our controlling stockholder to provide us with the necessary funds to implement our business plan.

Employees

The Company currently has no employees. The need for employees and their availability will be addressed in connection with the decision whether or not to open a particular business location.

Item 1A - Risk Factors

Not applicable.

Item 1B - Unresolved Staff Comments

None

Item 2 - Properties

The Company currently maintains a mailing address at 8235 Douglas Avenue, Suite 1100, Dallas TX 75225 and our telephone number is (214) 237-5348.

It is likely that the Company will not establish an office until it completes its business plan and commences operation of a restaurant and bar concept.

Item 3 - Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

Item 4 - [Removed and Reserved]

Any entity which has an interest in being acquired by, or merging into us, is expected to be an entity that desires to become a public company and establish a public trading market for its securities. In connection with such a merger or acquisition, it is anticipated that an amount of common stock constituting control of us would be issued by us. We do not foresee that we will enter into a merger or acquisition transaction with any business with which HFI or Timothy P. Halter is currently affiliated.

Investigation and Selection of Business Opportunities Certain types of business acquisition transactions may be completed without requiring us to first submit the transaction to our stockholders for their approval. If the proposed transaction is structured in such a fashion our stockholders (other than HFI our majority stockholder) will not be provided with financial or other information relating to the candidate prior to the completion of the transaction. If a proposed business combination or business acquisition transaction is structured that requires our stockholder approval, and we are a reporting company, we will be required to provide our stockholders with information as applicable under Regulations 14A and 14C under the Exchange Act. The analysis of business opportunities will be undertaken by or under the supervision of Timothy P. Halter, our president and sole director. In analyzing potential merger candidates, our management will consider, among other things, the following factors:

* Potential for future earnings and appreciation of value of securities; * Perception of how any particular business opportunity will be received by the investment community and by our stockholders; * Eligibility of a candidate, following the business combination, to qualify its securities for listing on a national exchange or on a national automated securities quotation system, such as NASDAQ. * Historical results of operation; * Liquidity and availability of capital resources; * Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole; * Strength and diversity of existing management or management prospects that are scheduled for recruitment; * Amount of debt and contingent liabilities; and * The products and/or services and marketing concepts of the target company.

There is no single factor that will be controlling in the selection of a business opportunity. Our management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Because of our limited capital available for investigation and our dependence on one person, Timothy P. Halter, we may not discover or adequately evaluate adverse facts about the business opportunity to be acquired. We are unable to predict when we may participate in a business opportunity. We expect, however, that the analysis of specific proposals and the selection of a business opportunity may take several months. Prior to making a decision to participate in a business transaction, we will generally request that we be provided with written materials regarding the business opportunity containing as much relevant information as possible, including, but not limited to, a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during the relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if audited financial statements are not available, unaudited financial statements, together with reasonable assurance that audited financial statements would be able to be produced to comply with the requirements of a Current Report on Form 8-K to be filed with the Securities and Exchange Commission, or Commission, upon consummation of the business combination. We believe that various types of potential candidates might find a business combination with us to be attractive. These include candidates desiring to create a public market for their securities in order to enhance liquidity for current stockholders, candidates which have long-term plans for raising capital through public sale of securities and believe that the prior existence of a public market for their securities would be beneficial, and candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the development of a public market for their securities will be of assistance in that process. Companies, which have a need for an immediate cash infusion, are not likely to find a potential business combination with us to be a prudent business transaction alternative.

Employees The Company currently has no employees. Management of the Company expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.

Item 1A - Risk Factors The Company’s business and plan of operation is subject to numerous risk factors, including, but not limited to, the following:

Limited Operating History Makes Potential Difficult to Assess

The Company has limited financial resources and no operating activities. The Company will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This will most likely result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a target company. There is no assurance that the Company can identify such a target company and consummate such a business combination.

There Is No Agreement for a Business Combination and No Minimum Requirements for a Business Combination

The Company has no current arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity. There can be no assurance that the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. No particular industry or specific business within an industry has been selected for a target company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target company to have achieved, or without which the Company would not consider a business combination with such business entity. Accordingly, the Company may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics. There is no assurance that the Company will be able to negotiate a business combination on terms favorable to the Company.

No Assurance of Success or Profitability

There is no assurance that the Company will acquire a favorable business opportunity. Even if the Company should become involved in a business opportunity, there is no assurance that it will generate revenues or profits, or that the market price of the Company’s outstanding shares will be increased thereby.

Type of Business Acquired

The business to be acquired may wish to avoid effecting its own public offering and the accompanying expense, delays, and uncertainties. Because of the Company’s limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded Company. Moreover, any business opportunity acquired may be currently unprofitable or present other negative factors.

Effect of Climate Change Legislation

Any currently proposed or to-be-proposed-in-the-future legislation concerning climate change activities, business operations related thereto or a publicly perceived risk associated with climate change could, potentially, negatively impact the Company’s efforts to identify an appropriate target company which may wish to enter into a business combination transaction with the Company.

Lack of Diversification

Because of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations. The Company’s probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.

Dependence upon Management; Limited Participation of Management

Because management consists of only one person, while seeking a business combination, Timothy P. Halter, the President of the Company, will be the only person responsible in conducting the day-to-day operations of the Company. The Company does not benefit from multiple judgments that a greater number of directors or officers would provide, and the Company will rely completely on the judgment of its one officer and director when selecting a target company. Mr. Halter anticipates devoting only a limited amount of time per month to the business of the Company. Mr. Halter has not entered into a written employment agreement with the Company and he is not expected to do so. The Company does not anticipate obtaining key man life insurance on Mr. Halter. The loss of the services of Mr. Halter would adversely affect development of the Company’s business and its likelihood of continuing operations.

Conflicts of Interest

The Company’s sole officer and director has other business interests to which he currently devotes attention, and is expected to continue to do so. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner which is consistent with his fiduciary duties to the Company.

It is anticipated that the Company’s principal stockholder may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. In this process, the Company’s principal stockholder may consider his own personal pecuniary benefit rather than the best interest of other Company stockholders. Depending upon the nature of a proposed transaction, Company stockholders other than the principal stockholder may not be afforded the opportunity to approve or consent to a particular transaction.

Possible Need for Additional Financing

The Company has very limited funds, and such funds, may not be adequate to take advantage of any available business opportunities. Even if the Company’s currently available funds prove to be sufficient to pay for its operations until it is able to acquire an interest in, or complete a transaction with, a business opportunity, such funds will clearly not be sufficient to enable it to exploit the opportunity. Thus, the ultimate success of the Company will depend, in part, upon its availability to raise additional capital. In the event that the Company requires modest amounts of additional capital to fund its operations until it is able to complete a business acquisition or transaction, such funds, are expected to be provided by the principal stockholder. The Company has not investigated the availability, source, or terms that might govern the acquisition of the additional capital which is expected to be required in order to exploit a business opportunity, and will not do so until it has determined the level of need for such additional financing. There is no assurance that additional capital will be available from any source or, if available, that it can be obtained on terms acceptable to the Company. If not available, the Company’s operations will be limited to those that can be financed with its modest capital.

Dependence Upon Outside Advisors

To supplement the business experience of its officer and director, the Company may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of any such advisors will be made by the Company’s officer, without any input by stockholders. Furthermore, it is anticipated that such persons may be engaged on an as needed basis without a continuing fiduciary or other obligation to the Company. In the event the officer of the Company considers it necessary to hire outside advisors, he may elect to hire persons who are affiliates, if those affiliates are able to provide the required services.

Regulation of Penny Stocks

The Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Exchange Act. Because the securities of the Company may constitute “penny stocks” within the meaning of the rules (as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, largely traded on the OTC Bulletin Board or the “Pink Sheets”, the rules would apply to the Company and to its securities. The Commission has adopted Rule 15g-9 which established sales practice requirements for certain low price securities. Unless the transaction is exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the person’s account for transactions in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stock, the broker or dealer must: (a) obtain from the person information concerning the person’s financial situation, investment experience, and investment objectives; (b) reasonably determine that transactions in penny stock are suitable for that person, and that the person has sufficient knowledge and experience in financial matters that the person reasonably may be expected to be capable of evaluating the risks of transactions in penny stock; (c) deliver to the person a written statement setting forth the basis on which the broker or dealer made the determination (i) stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person; and (ii) stating in a highlighted format immediately preceding the customer signature line that (iii) the broker or dealer is required to provide the person with the written statement; and (iv) the person should not sign and return the written statement to the broker or dealer if it does not accurately reflect the person’s financial situation, investment experience, and investment objectives; and (d) receive from the person a manually signed and dated copy of the written statement. It is also required that disclosure be made as to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the remedies and rights available in cases of fraud in penny stock transactions. Statements, on a monthly basis, must be sent to the investor listing recent prices for the Penny Stock and information on the limited market. Stockholders should be aware that, according to Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The Company’s management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company’s securities.

There May Be a Scarcity of and/or Significant Competition for Business Opportunities and Combinations

The Company is and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete in seeking merger or acquisition candidates with other public shell companies, some of which may also have funds available for use by an acquisition candidate.

Reporting Requirements May Delay or Preclude Acquisition

Pursuant to the requirements of Section 13 of the Exchange Act, the Company is required to provide certain information about significant acquisitions including audited financial statements of the acquired company. Obtaining audited financial statements are the economic responsibility of the target company. The additional time and costs that may be incurred by some potential target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. Notwithstanding a target company’s agreement to obtain audited financial statements within the required time frame, such audited financials may not be available to the Company at the time of effecting a business combination. In cases where audited financials are unavailable, the Company will have to rely upon unaudited information that has not been verified by outside auditors in making its decision to engage in a transaction with the business entity. This risk increases the prospect that a business combination with such a business entity might prove to be an unfavorable one for the Company.

Lack of Market Research or Marketing Organization

The Company has neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. In the event demand exists for a transaction of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.

Probable Change in Control of the Company and/or Management

In conjunction with completion of a business acquisition, it is anticipated that the Company will issue an amount of the Company’s authorized but unissued common stock that represents the greater majority of the voting power and equity of the Company, which will, in all likelihood, result in stockholders of a target company obtaining a controlling interest in the Company. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.

Possible Dilution of Value of Shares upon Business Combination

A business combination normally will involve the issuance of a significant number of additional shares. Depending upon the value of the assets acquired in such business combination, the per share value of the Company’s common stock may increase or decrease, perhaps significantly.

Additional Risks—Doing Business in a Foreign Country

The Company may effectuate a business combination with a merger target whose business operations or even headquarters, place of formation or primary place of business are located outside the United States of America. In such event, the Company may face the significant additional risks associated with doing business in that country. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers that may make it difficult to evaluate such a merger target, ongoing business risks result from the international political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability that may be exacerbated in various foreign countries.

Taxation

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction.

Item 2 - Properties The Company currently maintains a mailing address at 174 FM 1830, Argyle, Texas 76226. The Company’s telephone number there is (972) 233-0300. Other than this mailing address, the Company does not currently maintain any other office facilities, and does not anticipate the need for maintaining office facilities at any time in the foreseeable future. The Company pays no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of the Company’s sole officer and director. It is likely that the Company will not establish an office until it has completed a business acquisition transaction, but it is not possible to predict what arrangements will actually be made with respect to future office facilities.

Item 3 - Legal Proceedings The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

PART II

Item 45 - Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Trading and Eligibility for Future Sale

The Company’s securities are eligible for trading on the OTC Bulletin Board under SEC Rule 15c2-11, ~~Subsection~~subsection (a)(5). The Company’s trading symbol is BXIV. As of the date of this report, there have been no known trades of the Company’s securities. We relied, based on the confirmation order we received from the Bankruptcy Court, on Section 1145(a)(1) of the Bankruptcy Code to exempt from the registration requirements of the Securities Act of 1933, as amended, both the offer of the Plan Shares which may have been deemed to have occurred through the solicitation of acceptances of the Plan of Reorganization and the issuance of the Plan Shares pursuant to the Plan of Reorganization. In general, offers and sale of securities made in reliance on the exemption afforded under Section 1145(a)(1) of the Bankruptcy Code are deemed to be made in a public offering, so that the recipients thereof, are free to resell such securities without registration under the Securities Act.

~~Holders As~~We ofrelied, ~~December~~based ~~31,~~on ~~2009~~the confirmation order we received from the Bankruptcy Court, ~~there~~on ~~were~~Section 1145(a)(1) ~~total~~of the Bankruptcy Code to exempt from the registration requirements of ~~300~~the Securities Act of 1933,~~232~~ ~~shares~~as amended, both the offer of ~~our~~the ~~common~~Plan ~~stock~~Shares, ~~outstanding~~as defined in the Plan of Reorgainzation which may have been deemed to have occurred through the solicitation of acceptances of the Plan of Reorganization and the issuance of the Plan Shares pursuant to the Plan of Reorganization. In general, ~~held~~offers byand ~~approximately~~sale ~~520~~of ~~stockholders~~securities made in reliance on the exemption afforded under Section 1145(a)(1) of ~~record~~the Bankruptcy Code are deemed to be made in a public offering, so that the recipients thereof are free to resell such securities without registration under the Securities Act.

Stock Splits On July 1, 2008, the Company’s Board of Directors declared an 80% (0.8-for-1) forward stock split dividend on the issued and outstanding shares of its common stock, which was payable on July 16, 2008 to stockholders of record on July 11, 2008. Pursuant to the common stock dividend, stockholders received 0.8 new shares of common stock for each one share of common stock held by them on the record date. No fractional shares were issued in connection with common stock dividend and any fractional interests were rounded up to the nearest whole share. As a result of this action, the total number of issued and outstanding shares of the Corporation's common stock were increased from 500,007 shares to approximately 900,036 shares. On July 28, 2009, effective on August 3, 2009, Company’s Board of Directors declared a 1-for-3 reverse split of the issued and outstanding shares of common stock. The reverse stock split was implemented by adjusting the stockholders’ book entry accounts to reflect the number of shares held by each stockholder following the split. No fractional shares were issued in connection with the reverse stock split and any fractional shares resulting from the reverse split were rounded up to the nearest whole share. The reverse stock split reduced the number of the Company’s issued and outstanding shares of common stock from 900,036 to approximately 300,232. The effects of these actions are reflected in the accompanying financial statements as of the first day of the first period presented. Holders

~~Common~~As ~~Stock Our authorized capital stock consists~~ of 40December 31,~~000,000~~ ~~shares of $0.001 par value common stock and 10~~2010,~~000,000~~ ~~shares~~there ofwere ~~$0.001~~a ~~par~~total ~~value preferred stock. Each share~~ of common stock entitles a stockholder to one vote on all matters upon which stockholders are permitted to vote. No stockholder has any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us6,004,640 ~~and no stockholder has any right to convert the common stock into other securities. No~~ shares of ~~common stock are subject to redemption or any sinking fund provisions. All the outstanding shares of~~ our common stock ~~are fully paid and non-assessable. Subject to the rights of the holders of the preferred stock~~outstanding, ifheld ~~any,~~by ~~our~~approximately 520 stockholders of ~~common stock are entitled to dividends when, as and if declared by our board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to stockholders~~record. ~~We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.~~

~~Provisions~~Stock Having A Possible Anti-Takeover Effect Our Certificate of Incorporation and Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board and in the policies formulated by our board and to discourage certain types of transactions which may involve an actual or threatened change of our control. Our Board is authorized to adopt, alter, amend and repeal our Bylaws or to adopt new Bylaws. In addition, our Board has the authority, without further action by our stockholders, to issue up to 10 million shares of our preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof The issuance of our preferred stock or additional shares of common stock could adversely affect the voting power of the holders of common stock and could have the effect of delaying, deferring or preventing a change in our control.Splits

10 On July 1, 2008, the Company’s Board of Directors declared an 80% (0.8-for-1) forward stock split dividend on the issued and outstanding shares of its common stock, which was payable on July 16, 2008 to stockholders of record on July 11, 2008. Pursuant to the common stock dividend, stockholders received 0.8 new shares of common stock for each one share of common stock held by them on the record date. No fractional shares were issued in connection with common stock dividend and any fractional interests were rounded up to the nearest whole share. As a result of this action, the total number of issued and outstanding shares of the Company's common stock were increased from 500,007 shares to approximately 900,036 shares.

~~Preferred~~On ~~Stock The~~July ~~Company~~28, is2009, ~~authorized~~effective toon ~~issue~~August up3, ~~to 10~~2009,~~000,000~~ ~~shares~~Company’s Board of ~~$0.001~~Directors ~~par~~declared ~~value~~a ~~Preferred~~1-for-3 ~~Stock~~reverse ~~and~~split noof ~~shares~~the ~~are~~ issued and outstanding asshares of ~~the~~common ~~date of this Report~~stock. ~~Pursuant~~ The toreverse ~~our~~stock ~~Certificate~~split ofwas ~~Incorporation,~~implemented ~~our~~by ~~board~~adjusting ~~has~~ the ~~authority,~~stockholders’ ~~without~~book ~~further~~entry ~~stockholder~~accounts ~~approval,~~ to ~~provide~~reflect ~~for~~ the ~~issuance~~number of ~~up to 10 million~~ shares ofheld ~~our~~by ~~preferred~~each ~~stock~~stockholder infollowing ~~one or more series and to determine~~ the ~~dividend~~split. No ~~rights,~~fractional ~~conversion~~shares ~~rights,~~were ~~voting~~issued ~~rights, rights~~ in ~~terms~~connection ofwith ~~redemption, liquidation preferences,~~ the ~~number~~reverse ofstock ~~shares~~split ~~constituting~~and any ~~such~~fractional ~~series~~shares ~~and~~resulting ~~the~~from ~~designation of such series. Our Board has~~ the ~~power~~reverse tosplit ~~afford~~were ~~preferences,~~rounded ~~powers~~up ~~and rights (including voting rights)~~ to the ~~holders~~nearest ofwhole ~~any~~share. The ~~preferred~~reverse stock ~~preferences,~~split ~~such~~reduced ~~rights and preferences being senior to~~ the ~~rights~~number of ~~holders~~the ofCompany’s ~~common~~issued ~~stock.~~and ~~No shares of our preferred stock are currently~~ outstanding. ~~Although we have no present intention to issue any~~ shares of ~~preferred~~common stock, ~~the~~from ~~issuance of shares of preferred stock~~900,036 ~~or the issuance of rights~~ to ~~purchase~~approximately ~~such shares~~300, ~~may have the effect of delaying, deferring or preventing a change in control of our company~~232.

~~Restricted~~The ~~Securities We~~effects ~~currently~~of dothese ~~not~~actions ~~have~~are ~~any~~reflected ~~outstanding restricted securities as defined~~ in Rule 144. We do not intend to issue any securities prior to consummating a reverse merger transaction. The securities we issue in a merger transaction will most likely be restricted securities. Generally, restricted securities can be resold under Rule 144 once they have been held for the ~~required~~accompanying ~~statutory~~financial ~~period,~~statements ~~provided~~as ~~that~~of the ~~securities~~first ~~satisfies~~day ~~the current public information requirements~~ of the ~~Rule~~first period presented.

~~Dividends Dividends,~~Recent ifSales ~~any, will be contingent upon the Company’s revenues and earnings, if any, and capital requirements and financial conditions. The payment~~ of ~~dividends,~~Unregistered if any, will be within the discretion of the Company’s Board of Directors. The Company presently intends to retain all earnings, if any, and accordingly the Board of Directors does not anticipate declaring any dividends prior to a business combination. Securities

~~Transfer~~On ~~Agent Our~~June ~~independent~~1, ~~stock~~2010, ~~transfer~~the ~~agent~~Company isentered ~~Securities~~into ~~Transfer~~a ~~Corporation.~~Share ~~Their~~Exchange ~~address~~Agreement iswith ~~2591~~Souter, ~~Dallas~~pursuant ~~Parkway,~~to ~~Suite~~which ~~102~~he acquired 5,704,408 ~~Frisco~~shares of our common stock in exchange for approximately $5,750 ~~Texas~~cash ~~75034~~or $0.001 ~~Their~~per ~~contact~~share. As ~~numbers~~a ~~are~~result ~~(469)~~of ~~633-0101~~this ~~for~~transaction, ~~voice~~6,004,640 ~~calls~~shares of our common stock are currently issued and outstanding. The Company relied upon Section 4(~~469~~2) ~~633-0088~~of the Securities Act of 1933, as amended, for ~~fax~~an ~~transmissions~~exemption from registration on these shares. The ~~Their~~proceeds ~~website~~from isthis ~~located~~transaction atwill ~~www~~be used to support the working capital requirements of the Company in future periods.~~stctransfer.com.~~

~~Reports~~Common to Stockholders The Company intends to remain compliant with its obligations under the Exchange Act and, therefore, plans to furnish its stockholders with an annual report for each fiscal year ending December 31 containing financial statements audited by its registered independent public accounting firm. In the event the Company enters into a business combination with another Company, it is the present intention of management to continue furnishing annual reports to stockholders. Additionally, the Company may, in its sole discretion, issue unaudited quarterly or other interim reports to its stockholders when it deems appropriate. The Company intends to maintain compliance with the periodic reporting requirements of the Exchange Act. Stock

~~Item~~Our 5authorized capital stock consists of 40,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. Each share of common stock entitles a stockholder to one vote on all matters upon which stockholders are permitted to vote. No stockholder has any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us, and no stockholder has any right to convert the common stock into other securities. No shares of common stock are subject to redemption or any sinking fund provisions. All the outstanding shares of our common stock are fully paid and non-assessable. Subject ~~Selected~~to ~~Financial~~the ~~Data Not~~rights ~~applicable~~ of the holders of the preferred stock, if any, our stockholders of common stock are entitled to dividends when, as and if declared by our board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to stockholders. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

~~Item 6 - Management’s Discussion and Analysis of Financial Condition and Results of Operations~~ 5

Provisions Having A Possible Anti-Takeover Effect

Our Certificate of Incorporation and Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board and in the policies formulated by our board and to discourage certain types of transactions which may involve an actual or threatened change of our control. Our Board is authorized to adopt, alter, amend and repeal our Bylaws or to adopt new Bylaws. In addition, our Board has the authority, without further action by our stockholders, to issue up to 10 million shares of our preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof The issuance of our preferred stock or additional shares of common stock could adversely affect the voting power of the holders of common stock and could have the effect of delaying, deferring or preventing a change in our control.

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of $0.001 par value Preferred Stock and no shares are issued and outstanding as of the date of this Report.

Pursuant to our Certificate of Incorporation, our board has the authority, without further stockholder approval, to provide for the issuance of up to 10 million shares of our preferred stock in one or more series and to determine the dividend rights, conversion rights, voting rights, rights in terms of redemption, liquidation preferences, the number of shares constituting any such series and the designation of such series. Our Board has the power to afford preferences, powers and rights (including voting rights) to the holders of any preferred stock preferences, such rights and preferences being senior to the rights of holders of common stock. No shares of our preferred stock are currently outstanding. Although we have no present intention to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, may have the effect of delaying, deferring or preventing a change in control of our company.

Restricted Securities

We currently have approximately 5,704,408 shares of common stock outstanding which qualify as restricted securities as defined in Rule 144. Generally, restricted securities can be resold under Rule 144 once they have been held for the required statutory period, provided that the securities satisfies the current public information requirements of the Rule.

Dividends

Dividends, if any, will be contingent upon the Company’s revenues and earnings, if any, and capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of the Company’s Board of Directors. The Company presently intends to retain all earnings, if any, and accordingly the Board of Directors does not anticipate declaring any dividends prior to a business combination.

Transfer Agent

Our independent stock transfer agent is Securities Transfer Corporation. Their address is 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034. Their contact numbers are (469) 633-0101 for voice calls and (469) 633-0088 for fax transmissions. Their website is located at www.stctransfer.com.

Reports to Stockholders

The Company intends to remain compliant with its obligations under the Exchange Act and, therefore, plans to furnish its stockholders with an annual report for each fiscal year ending December 31 containing financial statements audited by its registered independent public accounting firm. At this time, the Company intends to maintain compliance with the periodic reporting requirements of the Exchange Act.

Item 6 - Selected Financial Data

Not applicable

Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

(1) Caution Regarding Forward-Looking Information

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

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings. Given these uncertainties, readers of this Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

(2) General

~~BTHC~~The ~~XIV, Inc. (~~Company) was formed on March 31, 2006, and incorporated on August 16, 2006, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to BTHC XIV, LLC, a Texas Limited Liability Company which was discharged from bankruptcy on November 29, 2004. The effective date of the merger of BTHC XIV, Inc. and BTHC XIV, LLC was August 16, 2006. The Company’s emergence from Chapter 11 of Title 11 of the United States Code on November 29, 2004 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity’s fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post bankruptcy, has no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualifies as a “development stage enterprise” as defined in Statement of Financial Accounting Standard No. 7, as amended. The Company’s post-bankruptcy business plan is to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation. On July 1, 2008, the Company’s Board of Directors declared an 80% (0.8-for-1) forward stock split dividend on the issued and outstanding shares of its common stock, which was payable on July 16, 2008 to stockholders of record on July 11, 2008. Pursuant to the common stock dividend, stockholders received 0.8 new shares of common stock for each one share of common stock held by them on the record date. No fractional shares were be issued in connection with common stock dividend and any fractional interests were rounded up to the nearest whole share. As a result of this action, the total number of issued and outstanding shares of the Corporation's common stock were increased from 500,007 shares to approximately 900,036 shares. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented. On July 28, 2009, effective on August 3, 2009, Company’s Board of Directors declared a 1-for-3 reverse split of the issued and outstanding shares of common stock. The reverse stock split was implemented by adjusting the stockholders’ book entry accounts to reflect the number of shares held by each stockholder following the split. No fractional shares were issued in connection with the reverse stock split and any fractional shares resulting from the reverse split were rounded up to the nearest whole share. The reverse stock split reduced the number of the Company’s issued and outstanding shares of common stock from 900,036 to approximately 300,232.

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

On June 1, 2010, the Company entered into a Share Exchange Agreement with Souter, pursuant to which he acquired 5,704,408 shares of our common stock in exchange for approximately $5,750 cash or $0.001 per share. As a result of this transaction, 6,004,640 shares of our common stock are currently issued and outstanding. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration on these shares and no underwriter was used in this transaction. The proceeds from this transaction will be used to support the working capital requirements of the Company in future periods.

Concurrent with this transaction, we adopted a current business plan to develop a restaurant and bar concept geared towards individuals and families living within the proximity of to-be-selected suburban locations. This restaurant and bar concept is geared to offer customers a venue to hear local bands and participate in various other entertainment options such as popular video games and organized club activities involving pool, darts, Texas Hold ‘Em poker and ping pong. Mr. Souter is currently the owner of a comparable business located in downtown Dallas, Texas.

On July 1, 2008, the Company’s Board of Directors declared an 80% (0.8-for-1) forward stock split dividend on the issued and outstanding shares of its common stock, which was payable on July 16, 2008 to stockholders of record on July 11, 2008. Pursuant to the common stock dividend, stockholders received 0.8 new shares of common stock for each one share of common stock held by them on the record date. No fractional shares were be issued in connection with common stock dividend and any fractional interests were rounded up to the nearest whole share. As a result of this action, the total number of issued and outstanding shares of the Company's common stock were increased from 500,007 shares to approximately 900,036 shares. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented.

On July 28, 2009, effective on August 3, 2009, Company’s Board of Directors declared a 1-for-3 reverse split of the issued and outstanding shares of common stock. The reverse stock split was implemented by adjusting the stockholders’ book entry accounts to reflect the number of shares held by each stockholder following the split. No fractional shares were issued in connection with the reverse stock split and any fractional shares resulting from the reverse split were rounded up to the nearest whole share. The reverse stock split reduced the number of the Company’s issued and outstanding shares of common stock from 900,036 to approximately 300,232.

(3) Results of Operations

The Company had no revenue for either of the years ended December 31, ~~2009~~2010 or ~~2008, respectively. General and administrative expenses for each of the years ended December 31,~~ 2009 ~~and 2008 were approximately $10~~,~~600~~ ~~and $8,100,~~ respectively. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of periodic reports pursuant to the Exchange Act. It is anticipated that future expenditure levels will increase as the Company intends to fully comply with it’s periodic reporting requirements. Earnings per share for the respective years ended December 31, 2009 and 2008 were $(0.04) and $(0.03) based on the post-forward split weighted-average shares issued and outstanding at the end of each respective period.

12 General and administrative expenses for each of the years ended December 31, 2010 and 2009 were approximately $28,200 and $10,600, respectively. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of periodic reports pursuant to the Exchange Act. It is anticipated that future expenditure levels will increase as the Company implements its business plan. Earnings per share for the respective years ended December 31, 2010 and 2009 were approximately $(0.01) and $(0.04) based on the weighted-average shares issued and outstanding at the end of each respective period.

It is anticipated that future expenditure levels will remain in line relatively consistent until such time that the Company ~~completes~~implements aits current business ~~combination transaction~~plan. Upon ~~completion~~the opening of a ~~business~~restaurant/bar ~~combination transaction~~facility, it is anticipated that the Company’s expenses will increase significantly. The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Exchange Act unless and until such time that the Company begins meaningful operations.

~~(4) Plan~~The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of ~~Business~~a reporting company under the Exchange Act unless and until such time that the Company begins meaningful operations.

~~General~~ (4) Liquidity and Capital Resources

~~The~~At ~~Company’s~~December ~~current purpose is to seek~~31, ~~investigate~~2010 and 2009, ~~if such investigation warrants~~respectively, ~~merge or acquire an interest in business opportunities presented to it by persons or companies who or which desire to seek~~ the ~~perceived~~Company ~~advantages~~had ofworking ancapital ~~Exchange Act registered corporation. As~~ of ~~the~~approximately ~~date of this report~~$(58,000) ~~the Company has no particular acquisitions in mind~~ and ~~has not entered into any negotiations regarding such an acquisition~~$(36,000), and neither the Company’s officer and director nor any promoter and affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or acquisition between the Company and such other companyrespectively.

~~Pending~~The ~~negotiation~~Company's ~~and~~ultimate ~~consummation~~existence ofis adependent ~~combination,~~upon ~~the~~its ~~Company~~ability ~~anticipates~~to ~~that~~generate itsufficient ~~will~~cash ~~have,~~flows ~~aside~~ from ~~carrying~~operations onto support its ~~search~~daily ~~for~~operations as well as provide sufficient resources to retire existing liabilities and obligations on a ~~combination~~timely ~~partner~~basis. Further, nothe Company faces considerable risk in its business ~~activities,~~plan and, ~~thus,~~a ~~will~~potential ~~have~~shortfall noof ~~source~~funding ofdue ~~revenue.~~to ~~Should~~our ~~the~~inability ~~Company~~to ~~incur~~raise ~~any~~capital. If ~~significant~~no ~~liabilities~~additional ~~prior~~operating tocapital ais ~~combination~~received ~~with~~during athe ~~private~~next ~~company~~twelve months, itthe ~~may~~Company ~~not~~will be ~~able~~forced to ~~satisfy~~ ~~such~~rely ~~liabilities~~on asexisting ~~are~~cash ~~incurred~~in the bank and additional funds loaned by management and/or significant stockholders.

IfThe ~~the~~ Company’s ~~management~~Certificate ~~pursues~~of ~~one~~Incorporation orauthorizes ~~more~~the ~~combination~~issuance ~~opportunities~~of ~~beyond~~up ~~the~~to ~~preliminary~~10,000,000 ~~negotiations~~shares ~~stage~~of preferred stock and ~~those~~40,000,000 ~~negotiations~~shares ~~are~~of ~~subsequently~~common ~~terminated,~~stock. The itCompany’s isability ~~foreseeable~~to ~~that~~issue ~~such~~preferred ~~efforts~~stock ~~will~~may ~~exhaust~~limit the Company’s ability to ~~continue~~obtain todebt ~~seek~~or ~~such~~equity ~~combination~~financing ~~opportunities~~as ~~before~~well ~~any~~as ~~successful~~impede ~~combination~~potential ~~can~~takeover ~~be consummated.~~of ~~In that event,~~ the Company’s, ~~common~~which ~~stock~~takeover ~~will~~may ~~become~~be ~~worthless~~in ~~and~~the ~~holders~~best interest of ~~the~~stockholders. The Company’s ~~common~~ability ~~stock~~to ~~will~~issue ~~receive~~these aauthorized ~~nominal~~but ~~distribution,~~unissued ifsecurities ~~any,~~may ~~upon~~also negatively impact our ability to raise additional capital through the ~~Company’s~~sale ~~liquidation~~of ~~and~~our ~~dissolution~~debt or equity securities.

~~Management~~ In the event that insufficient working capital to maintain the corporate entity and implement our business plan is not available, the Company’s majority stockholder intends to maintain the corporate status of the Company and provide all necessary working capital support on the Company's behalf. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or significant stockholders to provide additional future funding.

~~The~~Further, the Company is aat ~~shell~~the ~~corporation,~~mercy ~~and~~of ~~currently~~future ~~has~~economic notrends ~~full-time~~and ~~employees.~~business ~~Timothy~~operations P.for ~~Halter is~~ the Company’s ~~sole~~majority ~~officer, director, and controlling~~ stockholder. ~~All references herein~~ to ~~management~~have of the ~~Company~~resources ~~are~~available to ~~Mr.~~support ~~Halter. Mr. Halter, as president of~~ the Company~~, has agreed to allocate a limited portion of his time to the activities of the Company without compensation~~. ~~Potential conflicts may arise with respect to the limited time commitment by Mr. Halter and the potential demands of the Company’s activities.~~

~~The~~In ~~amount~~such ofa ~~time~~restricted ~~spent~~cash byflow ~~Mr.~~scenario, ~~Halter on~~ the ~~activities of the~~ Company iswould ~~not~~be ~~predictable.~~unable ~~Such time may vary widely from an extensive amount when reviewing a target company~~ to animplement ~~essentially~~its ~~quiet~~business ~~time~~plan, ~~when~~and ~~activities~~would, ~~of management focus elsewhere~~instead, ordelay ~~some~~all ~~amount~~cash inintensive ~~between~~activities. Without Itnecessary iscash ~~impossible~~flow, ~~to predict with any precision~~ the ~~exact~~Company ~~amount~~may ofbecome ~~time Mr.~~dormant ~~Halter~~during ~~will~~the ~~actually~~next betwelve ~~required~~months, toor ~~spend~~until tosuch ~~locate~~time aas ~~suitable~~necessary ~~target~~funds ~~company.~~could ~~Mr.~~be ~~Halter~~raised ~~estimates~~in ~~that~~ the ~~business~~equity ~~plan~~securities ~~of the Company can be implemented by devoting less than 5 hours per month but such figure cannot be stated with precision~~market.

~~Search~~The Company’s need for ~~Business~~capital ~~Opportunities~~ may change dramatically as a result of the implementation of our current business plan. There can be no assurance that the Company will be successful in the ultimate opening of a restaurant/bar concept. Further, there can be no assurance that the Company would be successful in the sustained operation of such a business venture. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.

The Company’s search will be directed toward small and medium-sized enterprises, which have a desire to become reporting corporations and which are able to provide audited financial statements. The Company does not propose to restrict its search for investment opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources. The Company’s discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors. No assurance can be given that the Company will be successful in finding or acquiring a desirable business opportunity, and no assurance can be given that any acquisition, which does occur, will be on terms that are favorable to the Company or its current stockholders.8

~~The~~(5) Critical ~~Company~~Accounting may merge with a company that has retained one or more consultants or outside advisors. In that situation, the Company expects that the business opportunity will compensate the consultant or outside advisor. As of the date of this filing, there have been no discussions, agreements or understandings with any party regarding the possibility of a merger or acquisition between the Company and such other company. Consequently, the Company is unable to predict how the amount of such compensation would be calculated at this time. It is anticipated that any finder that the target company retains would be a registered broker-dealer.Policies

The Company will not restrict its search to any specific kind of firm, but may acquire a venture, which is in its preliminary or development stage, one which is already in operation, or in a more mature stage of its corporate existence. The acquired business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. The Company does not intend to obtain funds to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated the merger or acquisition transaction. There are no loan arrangements or arrangements for any financing whatsoever relating to any business opportunities.

Evaluation of Business Opportunities

The analysis of business opportunities will be under the supervision of the Company’s sole officer and director, who is not a professional business analyst. In analyzing prospective business opportunities, management will consider such matters as available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable, but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of a variety of factors, including, but not limited to, the possible need to expand substantially, shift marketing approaches, change product emphasis, change or substantially augment management, raise capital and the like. Management intends to meet personally with management and key personnel of the target business entity as part of its investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. Prior to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written materials regarding the business opportunity containing as much relevant information as possible. Including, but not limited to, such items as a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during the relevant periods; a description of present and required facilities;, an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if they are not available at that time, unaudited financial statements, together with reasonable assurance that audited financial statements would be able to be produced within a required period of time; and the like.

The Company is currently subject to the reporting requirements of the Exchange Act since the effective date of the Company’s July 2007 filing of the Registration Statement on Form 10-SB. Under the Exchange Act, any merger or acquisition candidate will become subject to the same reporting requirements of the Exchange Act as the Company following consummation of any merger or acquisition. Thus, in the event the Company successfully completes the acquisition of or merger with an operating business entity, that business entity must provide audited financial statements for at least two most recent fiscal years or, in the event the business entity has been in business for less than two years, audited financial statements will be required from the period of inception. Acquisition candidates that do not have or are unable to obtain the required audited statements will not be considered appropriate for acquisition.

Management believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive. These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current stockholders, acquisition candidates which have long-term plans for raising capital through public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process. Acquisition candidates, who have a need for an immediate cash infusion, are not likely to find a potential business combination with the Company to be an attractive alternative. Nevertheless, the Company has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity. The Company is unable to predict when it may participate in a business opportunity. It expects, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more. There can also be no assurances that we are able to successfully pursue a business opportunity. In that event, there is a substantial risk to the Company that failure to complete a business combination will significantly restrict its business operation and force management to cease operations and liquidate the Company.

(5) Liquidity and Capital Resources

At December 31, 2009 and 2008, respectively, the Company had working capital of approximately $(36,000) and $(25,400), respectively. The Company's ultimate existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. Further, the Company faces considerable risk in it’s business plan and a potential shortfall of funding due to our inability to raise capital in the equity securities market. If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and additional funds loaned by management and/or significant stockholders. The Company’s business plan is to seek an acquisition or merger with a private operating company which offers an opportunity for growth and possible appreciation of our stockholders’ investment in the then issued and outstanding common stock. However, there is no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, if successful, that any acquisition or merger will result in the appreciation of our stockholders’ investment in the then outstanding common stock. The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. The Company’s Certificate of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock and 40,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover of the Company, which takeover may be in the best interest of stockholders. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities. In the event that insufficient working capital to maintain the corporate entity and implement our business plan is not available, the Company’s majority stockholder intends to maintain the corporate status of the Company and provide all necessary working capital support on the Company's behalf. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or significant stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company. In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market. While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. The Company’s need for capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires. The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities. Regardless of whether the Company’s cash assets prove to be inadequate to meet the Company’s operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.

(6) 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, revenue 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.

Our significant accounting policies are summarized in Note E of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

(76) Effect of Climate Change Legislation The Company currently has no known or identified exposure to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant. Additionally, any currently proposed or to-be-proposed-in-the-future legislation concerning climate change activities, business operations related thereto or a publicly perceived risk associated with climate change could, potentially, negatively impact the Company’s efforts to identify an appropriate target company which may wish to enter into a business combination transaction with the Company.

~~Item 6A - Quantitative and Qualitative Disclosures about Market Risk~~ The ~~carrying~~Company ~~amount~~currently ofhas ~~cash,~~no ~~accounts~~known ~~receivable,~~or ~~accounts~~identified ~~payable~~exposure ~~and notes payable, as applicable, approximates fair value due~~ to ~~the~~any ~~short~~current ~~term nature of these items and/~~or ~~the~~proposed ~~current~~climate ~~interest~~change ~~rates~~legislation ~~payable~~which incould ~~relation~~negatively toimpact ~~current market conditions. Interest rate risk is~~ the ~~risk that the~~ Company’s ~~earnings~~operations ~~are~~or ~~subject~~require tocapital ~~fluctuations~~expenditures into ~~interest~~become ~~rates~~compliant. Additionally, onany ~~either~~currently ~~investments~~proposed or ~~on debt and is fully dependent upon~~ to-be-proposed-in-the-future ~~volatility~~legislation ofconcerning ~~these~~climate ~~rates.~~change ~~The~~activities, ~~Company~~business ~~does~~operations ~~not~~related ~~use~~thereto ~~derivative~~or ~~instruments~~a topublicly ~~moderate~~perceived ~~its~~risk ~~exposure~~associated towith ~~interest~~climate ~~rate~~change ~~risk~~could, ifpotentially, ~~any. Financial~~negatively ~~risk~~impact is the ~~risk that the~~ Company’s ~~earnings~~efforts ~~are subject~~ to ~~fluctuations~~operate ina ~~interest~~restaurant/bar ~~rates or foreign exchange rates and are fully dependent upon the volatility of these rates~~concept. ~~The Company does not use derivative instruments to moderate its exposure to financial risk, if any.~~

Item 77A - ~~Financial~~Quantitative ~~Statements~~ and ~~Supplementary~~Qualitative ~~Data The~~Disclosures ~~required~~about ~~financial~~Market ~~statements begin on page F-1 of this document.~~ Risk

~~Item~~The 8carrying -amount ~~Changes~~of incash, accounts receivable, accounts payable and ~~Disagreements~~notes ~~with~~payable, ~~Accountants~~as onapplicable, ~~Accounting~~approximates fair value due to the short term nature of these items and/or ~~Financial~~the ~~Disclosure None~~ current interest rates payable in relation to current market conditions.

~~Item~~Interest 8Arate -risk ~~Controls~~is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and ~~Procedures~~ is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

~~Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief~~ Financial ~~Officer~~risk ~~(CFO),~~is ~~has evaluated~~ the ~~effectiveness~~risk of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Annual Report. Based on such evaluation, our CEO and CFO have concluded that, ~~as of~~ the ~~end~~Company’s ofearnings ~~the period covered by this Annual Report, our disclosure controls and procedures~~ are ~~effective.~~subject ~~Disclosure controls and procedures are controls and procedures designed~~ to ~~ensure~~fluctuations ~~that information required to be disclosed~~ in ~~our~~interest ~~reports~~rates ~~filed~~ or ~~submitted~~foreign ~~under~~exchange ~~the~~rates ~~Exchange Act is recorded, processed, summarized~~ and ~~reported~~are ~~within~~fully ~~the~~dependent ~~time~~upon ~~periods specified in~~ the ~~Commission’s~~ ~~rules~~volatility ~~and~~of ~~forms~~these ~~and~~rates. The ~~include~~Company ~~controls~~does ~~and~~not ~~procedures~~use ~~designed~~derivative toinstruments ~~ensure that information we are required~~ to ~~disclose~~moderate inits ~~such~~exposure ~~reports is accumulated and communicated~~ to ~~management,~~financial ~~including our CEO and CFO~~risk, asif ~~appropriate, to allow timely decisions regarding required disclosure~~any.

16 Item 8 - Financial Statements and Supplementary Data

~~Management’s~~The ~~Annual~~required ~~Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over~~ financial ~~reporting,~~statements asbegin ~~such~~on ~~term~~page ~~is defined in Rule 13a~~F-~~15(f)~~1 of ~~the~~this ~~Exchange Act~~document. Internal control over financial reporting is defined under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

--Item ~~Pertain~~9 ~~to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;~~ -- ~~Provide~~Changes ~~reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements~~ in ~~accordance with generally accepted accounting principles,~~ and ~~that~~Disagreements ~~our receipts and expenditures are being made only in accordance~~ with ~~authorizations~~Accountants ofon ~~our~~Accounting ~~management~~ and ~~directors;~~Financial and -- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.Disclosure

Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation. Management's assessment of the effectiveness of the Company's internal control over financial reporting is as of the year ended December 31, 2009. We are currently considered to be a shell company in as much as we have no specific business plans, no operations, revenues or employees. Because we have only one officer and director, the Company's internal controls are deficient for the following reasons, (1) there are no entity level controls because there is only one person serving in the dual capacity of sole officer and sole director, (2) there are no segregation of duties as that same person approves, enters, and pays the Company's bills, and (3) there is no separate audit committee. As a result, the Company's internal controls have an inherent weakness which may increase the risks of errors in financial reporting under current operations and accordingly are deficient as evaluated against the criteria set forth in the Internal Control - Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2009. This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report. None

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures. 9

Item 8B9A - ~~Other~~Controls ~~Information Not~~and ~~applicable.~~ Procedures

Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive and Financial Officer (~~Remainder~~"Certifying Officer"), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this ~~page~~Annual ~~left~~Report. Disclosure ~~blank~~controls ~~intentionally)~~and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to a weakness in our controls described below. However, our Certifying Officer believes that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.

17 Management’s Annual Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Internal control over financial reporting is defined under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

--	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

--	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management's assessment of the effectiveness of the Company's internal control over financial reporting is as of the year ended December 31, 2010. We are currently considered to be a shell company in as much as we have no current operations, revenues or employees. Because we have only one officer and director, the Company's internal controls are deficient for the following reasons, (1) there are no entity level controls because there is only one person serving in the dual capacity of sole officer and sole director, (2) there are no segregation of duties as that same person approves, enters, and pays the Company's bills, and (3) there is no separate audit committee. As a result, the Company's internal controls have an inherent weakness which may increase the risks of errors in financial reporting under current operations and accordingly are deficient as evaluated against the criteria set forth in the Internal Control - Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2010.

This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting, pursuant to the current appropriate Laws and Regulations.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures.

Item 9B - Other Information

Not applicable.

PART III

Item 910 - Directors, Executive Officers and Corporate Governance

The directors and executive officers serving the Company are as follows:

~~Name~~	Name	Age	~~Age~~Position Held and Tenure	~~Position Held and Tenure~~
Timothy P. Halter			43	President, Chief Executive Officer
	Patrick D. Souter	45	President, Chief Executive Officer Chief Financial Officer and Director
				Chief Financial Officer and Director

The director named above will serve until the next annual meeting of stockholders or until their successors are duly elected and have qualified. Directors are elected for one-year terms at the annual stockholders meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between Mr. ~~Halter~~Souter or any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect directors to our board. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs. Our board of directors does not have any committees at this time. The directors and officers will devote their time to the Company's affairs on an as needed basis, which, depending on the circumstances, could amount to as little as two hours per month, or more than forty hours per month, but more than likely encompass less than four (4) hours per month. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors are acting on behalf of, or will act at the direction of, any other person.

The directors and officers will devote their time to the Company's affairs on an as needed basis. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors are acting on behalf of, or will act at the direction of, any other person.

Biographical Information

~~Timothy~~Patrick PD. ~~Halter~~Souter -received ~~Since~~his ~~1995,~~BBA ~~Mr.~~in ~~Halter~~Finance ~~has been the president~~ and ~~the~~Juris ~~sole~~Doctorate ~~stockholder~~from ofBaylor ~~Halter~~University ~~Financial Group, Inc., a Dallas, Texas based consulting firm specializing~~ in ~~the~~1987 ~~area of mergers, acquisitions~~ and ~~corporate finance. In September 2005~~1991, Mrrespectively. While ~~Halter and other minority partners formed HFI. HFI conducts no business operations.~~ Mr. ~~Halter~~Souter ~~currently~~maintains ~~serves as~~ a ~~director~~transaction-based oflegal ~~DXP Enterprises~~practice, ~~Inc.,~~he ahas ~~public~~substantial ~~corporation~~experience ~~(NASDAQ: DXPE), and is~~ the ~~sole~~restaurant ~~officer~~ and ~~director~~bar ~~of BTHC XIV, Inc~~industry. ~~and BTHC XV, Inc~~ Mr., ~~each~~Souter ahas ~~Delaware~~been ~~corporation~~an ~~and~~owner ~~Marketing Acquisition Corporation, SMSA Crane Acquisition Corp. and SMSA Gainesville Acquisition Corp., all Nevada corporations. Each~~ of ~~the~~Gator’s ~~afore-referenced~~Croc ~~companies,~~& ~~except for DXP Enterprises~~Roc, ~~Inc., is~~ a ~~reporting~~restaurant ~~shell company~~ and ispiano ~~current~~bar located in the ~~filing~~historic ofWest ~~their~~End ~~respective periodic~~area ~~reports with the Commission. Mr. Halter will devote as much~~ of ~~his~~downtown ~~time~~Dallas, toTexas ~~our~~since ~~business affairs as may be necessary to implement our business plan~~2003. ~~Mr.~~ Gator’s ~~Halter~~Croc ~~has~~& ~~significant~~Roc ~~experience~~is ina ~~the~~primary ~~reactivation~~entertainment ofvenue ~~various~~for ~~inactive~~those ~~public~~who ~~companies,~~live ~~similar~~and towork ~~the Company, upon his acquisition of a controlling position~~ in ~~each~~Downtown ~~entity~~Dallas. In Asaddition, ~~demonstrated by~~ the ~~following~~locale ~~list~~is ofpopular ~~companies~~for ~~which consummated reverse merger transactions during the past five (5) years where Mr. Halter held comparable titles and duties to~~ those heattending ~~holds~~events inat the ~~Company,~~American weAirlines ~~believe~~Center ~~that Mr. Halter possesses the attributes, experience,~~ and ~~qualifications~~Dallas ~~necessary to~~Convention ~~effect the Company’s stated business plan~~Center. In ~~Furthermore~~addition, ~~given~~ Mr. ~~Halter’s~~Souter ~~abilities and the Company’s limited financial resources, the Company has determined that it~~ is inan ~~its~~owner ~~best interests for Mr. Halter to serve as both the Company’s principal executive officer as well as Chairman~~ of ~~the Board of Directors. Since Mr. Halter serves as the Company~~Gator’s ~~sole~~Bar ~~director, there is no designated lead director,~~ and ~~therefore,~~Grill ~~any~~geared ~~and~~for ~~all~~those ~~risk~~individuals ~~oversight~~ and ~~risk management~~families ~~matters~~living ~~are~~in the ~~responsibility~~proximity of ~~Mr.~~its ~~Halter. Mr.~~location ~~Halter~~in ~~is no longer a controlling shareholder, officer or director of any of~~ the ~~below~~Dallas ~~listed~~suburb ~~entities and his involvement terminated upon the fulfillment~~ of ~~the respective plan of operation involving a business combination transaction with a private entity wishing to become publicly owned. In most instances~~Carrollton, ~~when a business combination was transacted with one of these companies, that entity was required to file a current Report on Form 8-K describing the transaction~~Texas. ~~We refer the reader to the respective Form 8-K, if filed, for any of the companies listed below for detailed information concerning the business combination entered into by that company.~~

18 Director Resignation

		Year combination
		transaction
Entity	File/CIK #	occurred
Bitech Pharma, Inc.	000-51684	2005
China Agritech, Inc.	000-49608	2005
China BAK Battery, Inc.	000-49712	2005
China Pharma Holdings, Inc.	000-29523	2005
Playlogic Entertainment, Inc.	000-49649	2005
Polymedix, Inc.	000-51895	2005
Winner Medical Group, Inc.	000-16547	2005
International Stem Cell Corp.	000-51891	2006
MGCC Investment Strategies, Inc.	000-50883	2006
RTO Holdings, Inc.	000-15579	2006
Zeolite Exploration Company	333-74670	2006
Athersys, Inc.	000-52108	2007
BTHC VII, Inc.	000-52123	2007
China Ritar Power Corp.	000-25901	2007
Energroup Holdings Corp.	0-32873	2007
Hong Kong Winalite Group, Inc.	333-83375	2007
Millennium Quest, Inc.	000-31619	2007
Point Acquisition Corp.	000-51527	2007
Redpoint Bio Corp.	000-51708	2007
Sutor Technology, Inc.	333-83351	2007
Fashion Tech International, Inc.	2-93231-NY	2008
Nevstar Corporation	000-21071	2008
Latin America Ventures, Inc.	000-53132	2008
Yuhe International, Inc.	333-83125	2008
BTHC VIII, Inc.	000-52232	2009
BTHC X, Inc.	000-52237	2009
SMSA El Paso II Acquisition Corp.	000-53334	2009
SMSA Palestine Acquisition Corp.	000-53343	2009

On January 17, 2011, Timothy P. Halter resigned as a member of the Company’s Board of Directors. Mr. Halter’s resignation was not a result of any disagreement with management of the Company.

Indemnification of Officers and Directors. We have the authority under the Delaware General Corporation Law to indemnify our directors and officers to the extent provided for in such statute. Set forth below is a discussion of Delaware law regarding indemnification which we believe discloses the material aspects of such law on this subject. The Delaware law provides, in part, that a corporation may indemnify a director or officer or other person who was, is or is threatened to be made a named defendant or respondent in a proceeding because such person is or was a director, officer, employee or agent of the corporation, if it is determined that such person:

*We ~~conducted~~have ~~himself~~the inauthority ~~good~~under ~~faith;~~the *Delaware ~~reasonably~~General ~~believed,~~Corporation inLaw to indemnify our directors and officers to the ~~case~~extent ofprovided ~~conduct~~for in ~~his~~such ~~official~~statute. Set ~~capacity~~forth asbelow is a ~~director~~discussion orof ~~officer~~Delaware oflaw regarding indemnification which we believe discloses the ~~corporation,~~material ~~that~~aspects ~~his~~of ~~conduct~~such ~~was~~law inon ~~the~~this ~~corporation's~~subject. The ~~best~~Delaware ~~interest~~law ~~and~~provides, in ~~all other cases~~part, that ~~his~~a ~~conduct~~corporation may indemnify a director or officer or other person who was, atis ~~least~~or ~~not~~is ~~opposed~~threatened to ~~the~~be ~~corporation's~~made ~~best~~a ~~interests;~~named ~~and~~defendant *or respondent in ~~the~~a ~~case~~proceeding ofbecause ~~any~~such ~~criminal~~person ~~proceeding~~is or was a director, ~~had~~officer, noemployee ~~reasonable~~or ~~cause~~agent toof ~~believe~~the ~~that~~corporation, ~~his~~if ~~conduct~~it ~~was~~is ~~unlawful.~~determined that such person:

A* ~~corporation~~conducted ~~may~~himself ~~indemnify a person under the Delaware law against judgments, penalties, including excise and similar taxes, fines, settlement, unreasonable expenses actually incurred by the person~~ in connection with the proceeding. If the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation. The corporation may also pay or reimburse expenses incurred by a person in connection with his appearance as witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding. Our Certificate of Incorporation provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for an act or omission in such directors' capacity as a director; provided, however, that the liability of such director is not limited to the extent that such director is found liable for (a) a breach of the directors' duty of loyalty to us or our stockholders, (b) an act or omission not in good faith that constitutes a breach of duty of the director to us or an act or omission that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, or (d) an act or omission for which the liability of the director is expressly provided under Delaware law. Limitations on liability provided for in our Certificate of Incorporation do not restrict the availability of non-monetary remedies and do not affect a director's responsibility under any other law, such as the federal securities laws or state or federal environmental laws.;

19 * reasonably believed, in the case of conduct in his official capacity as a director or officer of the corporation, that his conduct was in the corporation's best interest and, in all other cases, that his conduct was at least not opposed to the corporation's best interests; and

We* ~~believe that these provisions will assist us~~ in ~~attracting and retaining qualified individuals to serve as executive officers and directors. The inclusion of these provisions in our Certificate of Incorporation may have~~ the effect of reducing a likelihood of derivative litigation against our directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their duty of case, even though such an action, if successful, might otherwise have benefitted us or our stockholders. Our Bylaws provide that we will indemnify our directors to the fullest extent provided by Delaware General Corporation Law and we may, if and to the extent authorized by our board of directors, so indemnify our officers and other persons whom we have the power to indemnify against liability, reasonable expense or other matters. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other that the payment by BTHC XIV, Inc., of expenses incurred or paid by a director, officer or controlling person of BTHC XIV, Inc., in the successful defense of any ~~action,~~criminal ~~suit or~~ proceeding~~) is asserted by such director~~, ~~officer,~~had orno ~~controlling~~reasonable ~~person~~cause ~~in connection with the securities being registered, we will (unless in the opinion of our counsel the matter has been settled by controlling precedent) submit~~ to abelieve ~~court~~that ofhis ~~appropriate~~conduct ~~jurisdiction~~was ~~the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue~~unlawful.

~~Compliance~~A ~~With~~corporation ~~Section~~may ~~16(~~indemnify a) ofperson under the ~~Exchange~~Delaware ~~Act Section~~law ~~16(a)~~against ofjudgments, ~~the~~penalties, ~~Exchange~~including ~~Act~~excise ~~requires~~and ~~our~~similar ~~executive~~taxes, ~~officers~~fines, ~~and~~settlement, ~~directors~~unreasonable ~~and~~expenses actually incurred by the person ~~who~~in ~~own~~connection ~~more~~with ~~than~~the ~~10%~~proceeding. If ofthe ~~our~~person ~~common~~is ~~stock~~found liable to ~~file~~the ~~reports~~corporation ~~regarding~~or ~~ownership~~is offound ~~and~~liable ~~transactions~~on inthe ~~our~~basis ~~securities~~that ~~with~~personal benefit was improperly received by the ~~Commission~~person, ~~and~~the indemnification is limited to ~~provide~~reasonable usexpenses actually incurred by the person in connection with ~~copies~~the ofproceeding, ~~those~~and ~~filings.~~shall ~~Based~~not ~~solely~~be onmade ~~our~~in ~~review~~respect of any proceeding in which the ~~copies~~person ~~received~~shall byhave orbeen afound ~~written~~liable ~~representation~~for ~~from~~willful ~~certain~~or ~~reporting~~intentional ~~persons~~misconduct wein ~~believe~~the ~~that~~performance ~~during~~of ~~fiscal~~his ~~year~~duty ~~ended~~to ~~December~~the ~~31,~~corporation. The ~~2008,~~corporation wemay ~~believe~~also ~~that~~pay ~~all~~or reimburse ~~eligible~~expenses ~~persons~~incurred ~~are~~by a person in ~~compliance~~ connection with ~~the~~his ~~requirements~~appearance ofas ~~Section~~witness ~~16(~~or other participation in a) proceeding at a time when he is not a named defendant or respondent in the proceeding.

Conflicts of Interest The sole officer of the Company will not devote more than a small portion of his time to the affairs of the Company. There will be occasions when the time requirements of the Company’s business conflict with the demands of the officer’s other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company. The officer, director and principal stockholder of the Company may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by the Company’s officer, director and principal stockholder made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company’s sole officer and director to acquire his shares creates a conflict of interest for him and may compromise his state law fiduciary duties to the Company’s other stockholders. In making any such sale, the Company’s sole officer and director may consider his own personal pecuniary benefit rather than the best interests of the Company and the Company’s other stockholders, and the other stockholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by Company management. The Company has adopted a policy under which any consulting or finders fee that may be paid to a third party for consulting services to assist management in evaluating a prospective business opportunity would be paid in stock rather than in cash. Any such issuance of stock would be made on an ad hoc basis. Accordingly, the Company is unable to predict whether, or in what amount, such stock issuance might be made. It is not currently anticipated that any salary, consulting fee, or finders fee shall be paid to any of the Company’s directors or executive officers, or to any other affiliate of the Company except as described under Executive Compensation above.11

20 Our Certificate of Incorporation provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for an act or omission in such directors' capacity as a director; provided, however, that the liability of such director is not limited to the extent that such director is found liable for (a) a breach of the directors' duty of loyalty to us or our stockholders, (b) an act or omission not in good faith that constitutes a breach of duty of the director to us or an act or omission that involves intentional misconduct or a knowing violation of the law, © a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, or (d) an act or omission for which the liability of the director is expressly provided under Delaware law. Limitations on liability provided for in our Certificate of Incorporation do not restrict the availability of non-monetary remedies and do not affect a director's responsibility under any other law, such as the federal securities laws or state or federal environmental laws.

~~Although~~We ~~management~~believe ~~has no current plans to cause the Company to do so, it is possible~~ that ~~the~~these ~~Company~~provisions ~~may~~will ~~enter~~assist ~~into~~us anin ~~agreement~~attracting ~~with~~and anretaining ~~acquisition~~qualified ~~candidate~~individuals ~~requiring~~to ~~the~~serve ~~sale~~as ofexecutive officers ~~all~~and ordirectors. The ainclusion ~~portion~~ of ~~the~~these ~~Common~~provisions ~~Stock~~in ~~held~~our byCertificate ~~the Company’s current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form~~ of ~~payment~~Incorporation tomay ~~the~~have ~~Company’s current stockholders, or requiring~~ the ~~future~~effect ~~employment~~ of reducing ~~specified~~a ~~officers~~likelihood ~~and payment~~ of ~~salaries~~derivative tolitigation ~~them.~~against Itour isdirectors ~~more~~and ~~likely~~may ~~than~~discourage ~~not~~or ~~that~~deter ~~any sale of securities by the Company’s current~~ stockholders toor anmanagement ~~acquisition~~from ~~candidate~~bringing ~~would be at~~ a ~~price~~lawsuit ~~substantially~~against ~~higher~~directors ~~than~~for ~~that~~breach ~~originally paid by such stockholders. Any payment to current stockholders in the context~~ of antheir ~~acquisition~~duty ~~involving the Company would be determined entirely by the largely unforeseeable terms~~ of acase, ~~future~~even ~~agreement~~though ~~with~~such an ~~unidentified business entity.~~

action, if successful, might otherwise have benefitted us or our stockholders.

Our Bylaws provide that we will indemnify our directors to the fullest extent provided by Delaware General Corporation Law and we may, if and to the extent authorized by our board of directors, so indemnify our officers and other persons whom we have the power to indemnify against liability, reasonable expense or other matters.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other that the payment by BTHC XIV, Inc., of expenses incurred or paid by a director, officer or controlling person of BTHC XIV, Inc., in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors and person who own more than 10% of our common stock to file reports regarding ownership of and transactions in our securities with the Commission and to provide us with copies of those filings. Based solely on our review of the copies received by or a written representation from certain reporting persons we believe that during fiscal year ended December 31, 2010, all eligible persons are in compliance with the requirements of Section 16(a).

Conflicts of Interest

The sole officer of the Company will not devote a majority of his time to the affairs of the Company. There will be occasions when the time requirements of the Company’s business conflict with the demands of the officer’s other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.

Involvement on Certain Material Legal Proceedings During the Past Five (5) Years

	(1)		No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations or is subject to any pending criminal proceeding.
	(2)		No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.
	(3)		No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.
	(4)		No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

(1)

No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations or is subject to any pending criminal proceeding.

~~Item~~(2) 10No -bankruptcy ~~Executive~~petitions ~~Compensation~~ have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

~~The current management and oversight of the Company requires less than four~~ (43) ~~hours~~No ~~per~~director, ~~month. As the Company’s sole~~ officer, ~~and~~significant ~~director~~employee isor ~~engaged~~consultant inhas ~~other~~been ~~full-time~~permanently ~~income~~or ~~producing~~temporarily ~~activities~~enjoined, ~~the~~barred, ~~Company’s~~suspended ~~sole officer~~ or ~~director~~otherwise ~~has~~limited ~~received any compensation~~ from ~~the~~involvement ~~Company.~~in Inany ~~future~~type ~~periods, subsequent to the consummation~~ of a business ~~combination transaction~~, ~~the Company~~securities ~~anticipates that it will pay compensation to its officer(s) and/~~or ~~director(s)~~banking activities.

(4)

No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

Item 11 - Executive Compensation

The Company’s sole officer and director has not received any compensation from the Company. In future periods, subsequent to the implementation of the Company’s business plan, the Company anticipates that it will pay compensation to its officer(s) and/or director(s).

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Timothy P. Halter, Principal Executive Officer	2009 2008 2007	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-
Patrick D. Souter, Principal Executive Officer	2010 2009 2008	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-
Timothy P. Halter, Former Principal Executive Officer	2010 2009 2008	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-

The Company has no other executive compensation issues which would require the inclusion of other mandated table disclosures.

Item 1112 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth, as of the date of this Annual Report, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.

	Shares Beneficially Owned (1)
Name and address(2)	Number of Shares	Percentage(3)
Timothy P. Halter(4)(5)	202,126	67.3%
174 FM 1830
Argyle, TX 76226
Halter Financial Investments, L. P.	202,126	67.3%
174 FM 1830
Argyle, TX 76226
Directors and Officers as a group	202,126	67.3%
(1 person)

The following table sets forth, as of the date of this Annual Report, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.

	Shares Beneficially Owned (1) (2)
Name and address	Number of Shares	Percentage (3)

Patrick D. Souter (4)	5,704,408	95.0%
Timothy P. Halter (5) (6)	202,126	3.4%
Halter Financial Investments, LP (6)	202,126	3.4%

Directors and officers as a group	5,906,434	98.4%
(2 persons)

	(1)		On March 4, 2010, there were 300,232 shares of our common stock outstanding and no shares of preferred stock issued and outstanding. We have no outstanding stock options or warrants.
	(2)		Under applicable SEC rules, a person is deemed the "beneficial owner" of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person's economic interest in the security. Under SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security.
	(3)		In determining the percent of voting stock owned by a person on March 4, 2010 (a) the numerator is the number of shares of common stock beneficially owned by the person, including shares the beneficial ownership of which may be acquired within 60 days upon the exercise of options or warrants or conversion of convertible securities, and (b) the denominator is the total of (I) the 300,232 shares of common stock outstanding on March 4, 2010, and (ii) any shares of common stock which the person has the right to acquire within 60 days upon the exercise of options or warrants or conversion of convertible securities. Neither the numerator nor the denominator includes shares which may be issued upon the exercise of any other options
	(4)		Mr. Halter is our president and director. He also is a member of Halter Financial Investments GP, LLC, the general partner of Halter Financial Investments L.P. Mr. Halter's address is 174 FM 1830, Argyle, TX 76226.
	(5)		Mr. Halter is deemed to beneficially own the Plan Shares owned by Halter Financial Investments, L.P.
	(6)		HFI's address is 174 FM 1830, Argyle, TX 76226.

(1)	On January 11, 2011, there were 6,004,640 shares of our common stock outstanding and no shares of preferred stock issued and outstanding. We have no outstanding stock options or warrants.

~~Changes~~(2) inUnder ~~Control There~~applicable ~~are~~SEC ~~currently~~rules, noa ~~arrangements~~person is deemed the "beneficial owner" of a security with regard to which ~~may~~the ~~result~~person indirectly or indirectly, has or shares (a) ~~change~~the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in ~~control~~each case irrespective of the ~~Company~~person's economic interest in the security. Under SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security.

~~Item~~(3) 12In -determining ~~Certain~~the ~~Relationships~~percent ~~and~~of ~~Related~~voting ~~Transactions,~~stock ~~and~~owned ~~Director~~by ~~Independence There~~a ~~are~~person noon ~~identified~~January ~~relationships~~11, or2011 ~~transactions~~(a) ~~between~~the usnumerator ~~and~~is ~~any~~the number of ~~our~~shares ~~directors,~~of ~~officers~~common ~~and~~stock ~~principal~~beneficially ~~stockholders~~owned ~~other~~by ~~than~~the person, including shares the ~~Company~~beneficial ~~currently~~ownership ~~maintaining~~of awhich ~~mailing~~may ~~address~~be atacquired ~~174~~within FM60 ~~1830,~~days ~~Argyle,~~upon ~~Texas~~the ~~76226.~~exercise ~~The~~of ~~Company’s~~options ~~telephone~~or ~~number~~warrants ~~there~~or isconversion of convertible securities, and (~~972~~b) ~~233-0300.~~the ~~Other~~denominator ~~than~~is ~~this~~the ~~mailing~~total ~~address,~~of (i) the ~~Company~~6,004,640 ~~does~~shares ~~not~~of ~~currently~~common ~~maintain~~stock ~~any~~outstanding ~~other~~on ~~office~~January ~~facilities~~11, 2011, and ~~does~~(ii) ~~not~~any ~~anticipate~~shares of common stock which the ~~need~~person ~~for~~has ~~maintaining~~the ~~office~~right ~~facilities~~to atacquire ~~any~~within ~~time~~60 indays upon the ~~foreseeable future.~~exercise ~~The~~of ~~Company~~options ~~pays~~or nowarrants ~~rent~~ or ~~other~~conversion ~~fees~~of ~~for~~convertible securities. Neither the ~~use~~numerator ofnor the ~~mailing~~denominator ~~address~~includes asshares ~~these~~which ~~offices~~may ~~are~~be ~~used~~issued ~~virtually~~upon ~~full-time~~the byexercise of any other ~~revenue~~options ~~producing~~or ~~businesses~~warrants ofor the ~~Company’s~~conversion ~~sole~~of ~~officer~~any ~~and~~other ~~director~~convertible securities.

Conflicts of Interest The sole officer of the Company will not devote more than a small portion of his time to the affairs of the Company. There will be occasions when the time requirements of the Company’s business conflict with the demands of the officer’s other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company. The officer, director and principal stockholder of the Company may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by the Company’s officer, director and principal stockholder made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company’s sole officer and director to acquire his shares creates a conflict of interest for him and may compromise his state law fiduciary duties to the Company’s other stockholders. In making any such sale, the Company’s sole officer and director may consider his own personal pecuniary benefit rather than the best interests of the Company and the Company’s other stockholders, and the other stockholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by Company management. The Company may adopt a policy under which any consulting or finders fee that may be owed to a third party for services to assist management in evaluating a prospective business opportunity could be paid in stock rather than in cash. Any such issuance of stock would be made on an ad hoc basis. Accordingly, the Company is unable to predict whether, or in what amount, such stock issuance might be made.13

22 (4) Mr. Souter is our president and director. His address is 8235 Douglas Avenue, Suite 1100, Dallas TX 75225

It(5) isMr. ~~not~~Halter ~~currently~~is ~~anticipated~~our ~~that~~former ~~any~~president ~~salary,~~and ~~consulting~~served ~~fee,~~as ora ~~finders~~director ~~fee~~through ~~shall~~January ~~be paid to any of the Company’s directors or executive officers~~17, ~~or to any other affiliate of the Company except as described under Executive Compensation above~~2011. ~~Although~~ ~~management~~He ~~has~~also ~~no current plans to cause the Company to do so, it~~ is ~~possible that the Company may enter into an agreement with an acquisition candidate requiring the sale of all or~~ a ~~portion~~member of ~~the~~Halter ~~Common~~Financial ~~Stock~~Investments ~~held by the Company’s current stockholders to the acquisition candidate or principals thereof~~GP, ~~or to other individuals or business entities~~LLC, ~~or requiring some other form of payment to~~ the ~~Company’s~~general ~~current~~partner ~~stockholders, or requiring the future employment~~ of ~~specified~~ ~~officers~~Halter ~~and~~Financial ~~payment~~Investments ofL.P. ~~salaries to them~~Mr. ~~It is more likely than not that any sale of securities by the Company’~~Halter's ~~current~~address ~~stockholders~~is to12890 anHilltop ~~acquisition~~Road, ~~candidate~~Argyle, ~~would~~Texas ~~be at a price substantially higher than that originally paid by such stockholders~~76226. Any payment to current stockholders in the context of an acquisition involving the Company would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.

~~Director~~(6) ~~Independence Pursuant~~Mr. toHalter ~~the~~is ~~Company’s~~deemed ~~current~~to ~~structure~~beneficially ofown ~~having a sole director, who is also~~ the ~~Company’s~~Plan ~~sole~~Shares ~~officer~~owned ~~and~~by ~~controlling~~Halter ~~shareholder,~~Financial ~~the Company has no independent directors~~Investments, ~~as defined in Rule 4200 (a) (15) of the NASDAQ Marketplace Rules~~L. P.

~~Item~~Changes ~~13 - Principal Accountant Fees and Services The Company paid or accrued the following fees~~ in ~~each of the prior two fiscal years to it’s principal accountant, S. W. Hatfield, CPA of Dallas, Texas.~~Control

		Year ended		Year ended
		December 31,		December 31,
		2009		2008
1. Audit fees	$	4,300	$	4,350
2. Audit-related fees		--		--
3. Tax fees		--		200
4. All other fees		--		--
Totals	$	4,300	$	4,550

There are currently no arrangements which may result in a change in control of the Company.

23 Item 13 - Certain Relationships and Related Transactions, and Director Independence

~~Item~~There 14are -no ~~Exhibits~~identified relationships or transactions between us and any of our directors, ~~Financial~~officers ~~Statement~~and ~~Schedules~~principal stockholders other than the Company currently maintains a mailing address at 8235 Douglas Avenue, Suite 1100, Dallas TX 75225 and our telephone number of (214) 237-5348.

	2.1	First Amended Joint Plan of Reorganization filed by the Debtors and Official Committee of Unsecured Creditors, In the United States Bankruptcy Court, Northern District of Texas, Dallas Division, In Re: Ballantrae Healthcare, LLC, et. al., Debtors, Case No. 03-33152-HDH-11, dated September 29, 2004. (*)
	2.2	Order Confirming First Amended and Joint Plan of Reorganization, Chapter 11, Case No. 03-33152-HDH-11, Signed November 29, 2004. (*)
	3.1	Agreement and Plan of Merger by and between BTHC XIV, Inc. and BTHC XIV, LLC, dated August 16, 2006. (*)
	3.2	Certificate of Merger as filed with the Secretary of State of the State of Delaware on August 16, 2006. (*)
	3.3	Articles of Merger as filed with the Secretary of State of the State of Texas on August 16, 2006. (*)
	3.4	Certificate of Incorporation of BTHC XIV, Inc. (*)
	3.5	Bylaws of BTHC XIV, Inc. (*)
	4.1	Form of common stock certificate. (*)
	31.1	Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
	32.1	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
(*) Incorporated by reference to the Company’s Registration Statement on Form 10-SB (File No. 0-52722) on July 9, 2007.

Director Independence

Pursuant to the Company’s current governance structure, the Company has no independent directors as defined in Rule 4200 (a) (15) of the NASDAQ Marketplace Rules.

Item 14 - Principal Accounting Fees and Services

The Company paid or accrued the following fees in each of the prior two fiscal years to it’s principal accountant, S. W. Hatfield, CPA of Dallas, Texas.

	Year ended		Year ended
	December 31,		December 31,
	2010		2009

1. Audit fees	$	5,200	$	4,300
2. Audit-related fees		-		-
3. Tax fees		235		-
4. All other fees		-		-

Totals	$	5,435	$	4,300

We have considered whether the provision of any non-audit services, currently or in the future, is compatible with S. W. Hatfield, CPA maintaining its independence and have determined that these services do not compromise their independence.

Financial Information System Design and Implementation: S. W. Hatfield, CPA did not charge the Company any fees for financial information system design and implementation fees.

The Company has no formal audit committee. However, the entire Board of Directors is the Company's defacto audit committee. In discharging its oversight responsibility as to the audit process, the Board obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors' independence as required by the appropriate Professional Standards issued by the Public Company Accounting Oversight Board, the U. S. Securities and Exchange Commission and/or the American Institute of Certified Public Accountants. The Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence. The Board also discussed with management, the internal auditors and the independent auditors the quality and adequacy of the Company's internal controls.

The Company’s principal accountant, S. W. Hatfield, CPA, did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.

Item 15 - Exhibits, Financial Statement Schedules

31.1	Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

(Remainder of this page left blank intentionally)

(Financial statements follow on next page)

24 15

BTHC XIV, Inc.

(a development stage company)

Contents

	Page	~~Page~~
Report of Registered Independent Certified Public Accounting Firm	F-2		~~F-2~~
Financial Statements
Balance Sheets
as of December 31, 2009 and 2008			F-3
as of December 31, 2010 and 2009	F-3
Statements of Operations and Comprehensive Loss for the years ended December 31, 2009 and 2008 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009				F-4
Statements of Operations and Comprehensive Loss
Statements of Changes in Stockholders' Equity for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009				F-5
for the years ended December 31, 2010 and 2009 and
Statements of Cash Flows for the years ended December 31, 2009 and 2008 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009				F-6
for the period from November 29, 2004 (date of bankruptcy settlement)
Notes to Financial Statements			F-7
through December 31, 2010	F-4
Statements of Changes in Stockholders' Equity
for the period from November 29, 2004 (date of bankruptcy settlement)
through December 31, 2010	F-5
Statements of Cash Flows
for the years ended December 31, 2010 and 2009 and
for the period from November 29, 2004 (date of bankruptcy settlement)
through December 31, 2010	F-6
Notes to Financial Statements	F-7

F - 1

LETTERHEAD OF S. W. HATFIELD, CPA

REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders BTHC XIV, Inc. We have audited the accompanying balance sheets of BTHC XIV, Inc. (a Delaware corporation and a development stage company) as of December 31, 2009 and 2008 and the related statements of operations and comprehensive loss, changes in stockholders' equity and cash flows for each of the years ended December 31, 2009 and 2008 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009, respectively. These financial statements are the sole responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BTHC XIV, Inc. (a development stage company) as of December 31, 2009 and 2008 and the results of its operations and cash flows for each of the years ended December 31, 2009 and 2008 and the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009, respectively, in conformity with generally accepted accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note D to the financial statements, the Company has no viable operations or significant assets and is dependent upon significant stockholders to provide sufficient working capital to maintain the integrity of the corporate entity. These circumstances create substantial doubt about the Company's ability to continue as a going concern and are discussed in Note D. The financial statements do not contain any adjustments that might result from the outcome of these uncertainties.

/s/ S. W. Hatfield, CPA S. W. HATFIELD, CPA

Dallas, Texas March 4, 2010 (except for Note I as to which the date is March 9, 2010)

F-2

BTHC XIV, Inc.

We have audited the accompanying balance sheets of BTHC XIV, Inc. (a Delaware corporation and a development stage company) ~~Balance~~ ~~Sheets~~ as of December 31, 2010 and 2009 and ~~2008~~the related statements of operations and comprehensive loss, changes in stockholders' equity and cash flows for each of the years ended December 31, 2010 and 2009 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2010, respectively. These financial statements are the sole responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

		December 31,			December 31,
		2009			2008
ASSETS
Current Assets
Cash on hand and in bank	$	--		$	--
Due from controlling stockholder		--			--
Total Assets	$	--		$	--
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable - trade	$	--		$	-
Due to controlling stockholder		35,960			25,371
Total Liabilities		35,960			25,371
Commitments and Contingencies
Stockholders' Equity (Deficit)
Preferred stock - $0.001 par value
10,000,000 shares authorized.
None issued and outstanding		--			--
Common stock - $0.001 par value.
40,000,000 shares authorized.
300,232 shares issued and outstanding		300			300
Additional paid-in capital		700			700
Deficit accumulated during the development stage		(36,960	)		(26,371	)
Total Stockholders' Equity (Deficit)		(35,960	)		(25,371	)
Total Liabilities and
Stockholders’ Equity (Deficit)	$	--		$	--

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BTHC XIV, Inc. (a development stage company) as of December 31, 2010 and 2009 and the results of its operations and cash flows for each of the years ended December 31, 2010 and 2009 and the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2010, respectively, in conformity with generally accepted accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note D to the financial statements, the Company has no viable operations or significant assets and is dependent upon significant stockholders to provide sufficient working capital to maintain the integrity of the corporate entity. These circumstances create substantial doubt about the Company's ability to continue as a going concern and are discussed in Note D. The financial statements do not contain any adjustments that might result from the outcome of these uncertainties.

S. W. HATFIELD, CPA

Dallas, Texas

January 11, 2011 (except for Note I

as to which the date is January 13, 2011)

F - 2

BTHC XIV, Inc.

(a development stage company)

Balance Sheets

December 31, 2010 and 2009

	December 31,			December 31,
	2010			2009

ASSETS
Current Assets
Cash on hand and in bank	$	5,750		$	-

Total Assets	$	5,750		$	-



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable - trade	$	-		$	-
Due to controlling stockholder		64,231			35,960

Total Liabilities		64,231			35,960


Commitments and Contingencies


Stockholders' Equity (Deficit)
Preferred stock - $0.001 par value
10,000,000 shares authorized.
None issued and outstanding		-			-
Common stock - $0.001 par value.
40,000,000 shares authorized.
6,004,640 and 300,232 shares
issued and outstanding		6,004			300
Additional paid-in capital		746			700
Deficit accumulated during the development stage		(65,231	)		(36,960	)

Total Stockholders' Equity (Deficit)		(58,481	)		(35,960	)

Total Liabilities and
Stockholders’ Equity (Deficit)	$	5,750		$	-

The accompanying notes are an integral part of these financial statements.

F - 3

BTHC XIV, Inc. (a development stage company) Statements of Operations and Comprehensive Loss Years ended December 31, 2009 and 2008 and Period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009

								Period from
								November 29, 2004
								(date of bankruptcy
		Year ended			Year ended			settlement) through
		December 31,			December 31,			December 31,
		2009			2008			2009
Revenues	$	--		$	--		$	--
Operating expenses
Reorganization costs		--			--			2,308
Professional fees		8,420			6,196			28,473
General and administrative costs		2,169			1,910			6,178
Total operating expenses		10,589			8,106			36,960
Income from operations		(10,589	)		(8,106	)		(36,960	)
Provision for income taxes		--			--			--
Net loss		(10,589	)		(8,106	)		(36,960	)
Other comprehensive income		--			--			--
Comprehensive loss	$	(10,589	)	$	(8,106	)	$	(36,960	)
Loss per weighted-average share
of common stock outstanding,
computed on net loss - basic
and fully diluted	$	(0.04	)	$	(0.03	)	$	(0.12	)
Weighted-average number of shares
of common stock outstanding -
basic and fully diluted		300,232			300,232			300,232

(a development stage company)

Statements of Operations and Comprehensive Loss

Years ended December 31, 2010 and 2009 and

Period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2010

							Period from
							November 29, 2004
							(date of bankruptcy
	Year ended			Year ended			settlement) through
	December 31,			December 31,			December 31,
	2010			2009			2010

Revenues	$	-		$	-		$	-

Operating expenses
Reorganization costs		-			-			2,308
Professional fees		25,537			8,420			54,011
General and administrative costs		2,734			2,169			8,912

Total operating expenses		28,271			10,589			65,231

Income from operations		(28,271	)		(10,589	)		(65,231	)

Provision for income taxes		-			-			-

Net loss		(28,271	)		(10,589	)		(65,231	)

Other comprehensive income		-			-			-

Comprehensive loss	$	(28,271	)	$	(10,589	)	$	(65,231	)

Loss per weighted-average share
of common stock outstanding,
computed on net loss - basic
and fully diluted	$	(0.01	)	$	(0.04	)	$	(0.08	)

Weighted-average number of shares
of common stock outstanding -
basic and fully diluted		3,635,376			300,232			848,907

The accompanying notes are an integral part of these financial statements.

F - 4

BTHC XIV, Inc. (a development stage company) Statement of Changes in Stockholders’ Equity (Deficit) Period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009

										Deficit
										accumulated
							Additional			during the
	Common Stock						paid-in			development
	Shares			Amount			capital			stage			Total
Stock issued through bankruptcy
settlement on November 29, 2004	500,007		$	500		$	500		$	--		$	1,000
Effect of 0.8 for 1 forward stock split
on July 1, 2008	400,029			400			(400	)		--			--
Effect of 1 for 3 reverse stock split
on July 28, 2009	(599,804	)		(600	)		600			--			--
	300,232			300			700			--			1,000
Net loss for the period	--			--			--			--			--
Balances at December 31, 2004	300,232			300			700			--			1,000
Net loss for the year	--			--			--			--			--
Balances at December 31, 2005	300,232			300			700			--			1,000
Net loss for the year	--			--			--			(3,558	)		(3,558	)
Balances at December 31, 2006	300,232			300			700			(3,558	)		(2,558	)
Net loss for the year	--			--			--			(14,707	)		(14,707	)
Balances at December 31, 2007	300,232			300			700			(18,265	)		(17,265	)
Net loss for the year	--			--			--			(8,106	)		(8,106	)
Balances at December 31, 2008	300,232			300			700			(26,371	)		(25,371	)
Net loss for the year	--			--			--			(10,589	)		(10,589	)
Balances at December 31, 2009	300,232		$	300		$	700		$	(36,960	)	$	(35,960	)

(a development stage company)

Statement of Changes in Stockholders’ Equity (Deficit)

Period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2010

										Deficit
										accumulated
							Additional			during the
	Common Stock						paid-in			development
	Shares			Amount			capital			stage			Total
Stock issued through bankruptcy
settlement on November 29, 2004		500,007		$	500		$	500		$	-		$	1,000
Effect of 0.8 for 1 forward stock split
on July 1, 2008		400,029			400			(400	)		-			-
Effect of 1 for 3 reverse stock split
on July 28, 2009		(599,804	)		(600	)		600			-			-

		300,232			300			700			-			1,000

Net loss for the period		-			-			-			-			-

Balances at December 31, 2004		300,232			300			700			-			1,000

Net loss for the year		-			-			-			-			-

Balances at December 31, 2005		300,232			300			700			-			1,000

Net loss for the year		-			-			-			(3,558	)		(3,558	)

Balances at December 31, 2006		300,232			300			700			(3,558	)		(2,558	)

Net loss for the year		-			-			-			(14,707	)		(14,707	)

Balances at December 31, 2007		300,232			300			700			(18,265	)		(17,265	)

Net loss for the year		-			-			-			(8,106	)		(8,106	)

Balances at December 31, 2008		300,232			300			700			(26,371	)		(25,371	)

Net loss for the year		-			-			-			(10,589	)		(10,589	)

Balances at December 31, 2009		300,232			300			700			(36,960	)		(35,960	)

Private placement of common stock
on June 1, 2010		5,704,408			5,704			46			-			5,750

Net loss for the year		-			-			-			(28,271	)		(28,271	)

Balances at December 31, 2010		6,004,640		$	6,004		$	746		$	(65,231	)	$	(58,481	)

The accompanying notes are an integral part of these financial statements.

F - 5

BTHC XIV, Inc. (a development stage company) Statements of Cash Flows Years ended December 31, 2009 and 2008 Period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009

								Period from
								November 29, 2004
								(date of bankruptcy
		Year ended			Year ended			settlement) through
		December 31,			December 31,			December 31,
		2009			2008			2009
Cash Flows from Operating Activities
Net loss for the period	$	(10,589	)	$	(8,106	)	$	(36,960	)
Adjustments to reconcile net loss
to net cash provided by
operating activities
Increase in accounts payable-trade		--			--			--
Net cash used in operating activities		(10,589	)		(8,106	)		(36,960	)
Cash Flows from Investing Activities		--			--			--
Cash Flows from Financing Activities
Cash funded from bankruptcy trust		--			--			1,000
Cash advanced by majority stockholder		10,589			8,106			35,960
Net cash provided by financing activities		10,589			8,106			36,960
Increase in Cash		--			--			--
Cash at beginning of period		--			--			--
Cash at end of period	$	--		$	--		$	--
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid during the period	$	--		$	--		$	--
Income taxes paid during the period	$	--		$	--		$	--

(a development stage company)

Statements of Cash Flows

Years ended December 31, 2010 and 2009

Period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2010

							Period from
							November 29, 2004
							(date of bankruptcy
	Year ended			Year ended			settlement) through
	December 31,			December 31,			December 31,
	2010			2009			2010

Cash Flows from Operating Activities
Net loss for the period	$	(28,271	)	$	(10,589	)	$	(65,231	)
Adjustments to reconcile net loss
to net cash provided by
operating activities
Increase in accounts payable-trade		-			-			-

Net cash used in operating activities		(28,271	)		(10,589	)		(65,231	)


Cash Flows from Investing Activities		-			-			-


Cash Flows from Financing Activities
Cash funded from bankruptcy trust		-			-			1,000
Cash from private placement of common stock		5,750			-			5,750
Cash advanced by majority stockholder		28,271			10,589			64,231

Net cash provided by financing activities		34,021			10,589			70,981

Increase in Cash		5,750			-			5,750

Cash at beginning of period		-			-			-

Cash at end of period	$	5,750		$	-		$	5,750


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

The accompanying notes are an integral part of these financial statements.

F - 6

BTHC XIV, Inc.

(a development stage company) ~~Notes to Financial Statements December 31, 2009 and 2008~~

~~Note~~Notes A - Background and Description of Business BTHC XIV, Inc. (Company) was formed on March 31, 2006, and incorporated on August 16, 2006, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to BTHC XIV, LLC, a Texas Limited Liability Company which was discharged from bankruptcy on November 29, 2004. The effective date of the merger of BTHC XIV, Inc. and BTHC XIV, LLC was August 16, 2006. The Company’s emergence from Chapter 11 of Title 11 of the United States Code on November 29, 2004 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity’s fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post bankruptcy, has no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualifies as a “development stage enterprise” as defined in Statement of Financial Accounting Standard No. 7, as amended. The Company’s post-bankruptcy business plan is to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation. Statements

~~Note~~December ~~B - Bankruptcy Action Commencing on March 28~~31, ~~2003,~~2010 BTHC XIV, LLC filed for protection under Chapter 11 of the Federal Bankruptcy Act in the United States Bankruptcy Court, Northern District of Texas - Dallas Division (Bankruptcy Court). The Company’s bankruptcy action was part of a combined case (Case No. 03-33152-HDH-11) encompassing the following related entities: Ballantrae Healthcare, LLC; Ballantrae Texas, LLC; Ballantrae New Mexico, LLC; Ballantrae Missouri, LLC; Ballantrae Illinois, LLC; BTHC I, LLC; BTHC II, LLC; BTHC III, LLC; BTHC IV, LLC; BTHC V, LLC; BTHC VI, LLC; BTHC VIII, LLC; BTHC VIIII, LLC; BTHC X, LLC; BTHC XI, LLC; BTHC XII, LLC; BTHC XIV, LLC; BTHC XV, LLC; BTHC XVII, LLC; BTHC XIX, LLC; BTHC XX, LLC; BTHC XXI, LLC; BNMHC I, LLC; BMOHC II, LLC; BILHC I, LLC, BILHC II, LLC; BILHC III, LLC; BILHC IV, LLC; BILHC V, LLC. All assets, liabilities and other claims against the Company and it’s affiliated entities were combined for the purpose of distribution of funds to creditors. Each of the entities otherwise remained separate corporate entities. From the commencement of the bankruptcy proceedings through November 29, 2004 (the effective date of the Plan of Reorganization), all secured claims and/or administrative claims during this period were satisfied through either direct payment or negotiation. A Plan of Reorganization was approved by the United States Bankruptcy Court, Northern District of Texas - Dallas Division on November 29, 2004. The Plan of Reorganization, which contemplates the Company entering into a reverse merger transaction, provided that certain identified claimants as well as unsecured creditors, in accordance with the allocation provisions of the Plan of Reorganization, and the Company’s new controlling stockholder would receive “new” shares of the Company’s post-reorganization common stock, pursuant to Section 1145(a) of the Bankruptcy Code. As a result of the Plan’s approval, all liens, security interests, encumbrances and other interests, as defined in the Plan of Reorganization, attach to the creditor’s trust. Specific injunctions prohibit any of these claims from being asserted against the Company prior to the contemplated reverse merger. 2009

FNote A -7 Background and Description of Business

BTHC XIV, Inc. (a"Company") ~~development~~was ~~stage~~formed ~~company) Notes~~on March 31, 2006, and incorporated on August 16, 2006, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to ~~Financial~~BTHC ~~Statements~~XIV, -LLC, ~~Continued December~~a 31Texas Limited Liability Company which was discharged from bankruptcy on November 29, ~~2009~~2004. The effective date of the merger of BTHC XIV, Inc. and ~~2008~~BTHC XIV, LLC was August 16, 2006.

~~Note~~The BCompany’s -emergence ~~Bankruptcy~~from ~~Action~~Chapter -11 ~~Continued The cancellation~~ of ~~all~~Title ~~existing~~11 ~~shares at the date~~ of the ~~bankruptcy~~United ~~filing~~States ~~and~~Code ~~the~~on ~~issuance~~November of29, ~~“new”~~2004 ~~shares~~created of the ~~reorganized~~combination ~~entity~~of ~~caused~~a anchange ~~issuance~~in ofmajority ~~shares~~ownership ofand ~~common~~voting ~~stock~~control ~~and~~- athat ~~related~~is, ~~change~~loss of control ofby the ~~Company~~then-existing ~~with~~stockholders, ~~more~~a ~~than~~court-approved ~~50.0%~~reorganization, ofand ~~the~~a ~~“new”~~reliable ~~shares~~measure ~~being~~of ~~held~~the byentity’s ~~persons~~fair ~~and/or~~value ~~entities~~- ~~which~~resulting ~~were~~in ~~not~~a ~~pre-bankruptcy~~fresh ~~stockholders.~~start, ~~Accordingly~~creating, ~~per~~in ~~American~~substance, ~~Institute~~a ofnew ~~Certified~~reporting ~~Public~~entity. Accordingly, ~~Accountants’~~the ~~Statement~~Company, ofpost ~~Position 90-7~~bankruptcy, ~~“Financial~~ ~~Reporting~~has byno ~~Entities~~significant inassets, ~~Reorganization~~liabilities ~~Under~~or ~~the~~operating ~~Bankruptcy Code”~~activities. Therefore, the Company, ~~adopted~~as ~~“fresh-start”~~a ~~accounting~~new reporting entity, qualifies as ofa ~~the~~“development ~~bankruptcy~~stage ~~discharge~~enterprise” ~~date~~as ~~whereby~~defined ~~all~~in ~~continuing~~Development ~~assets~~Stage ~~and~~Entities ~~liabilities~~topic of the ~~Company~~FASB ~~were~~Accounting ~~restated~~Standards toCodification ~~the~~and ~~fair~~as ~~market~~a ~~value.~~shell Ascompany ofas ~~November~~defined ~~29,~~in ~~2004,~~Rule by405 ~~virtue~~under of the ~~confirmed~~Securities ~~Plan~~Act of ~~Reorganization~~1933, ~~the~~(Securities ~~only~~Act), ~~asset~~and ofRule ~~the~~12b-2 ~~Company~~under ~~was~~the ~~approximately~~Securities ~~$1,000~~Exchange inAct ~~cash~~of ~~due~~1934, ~~from~~(Exchange ~~the Bankruptcy Estate~~Act).

~~Note~~On CJune -1, ~~Preparation~~2010, ofthe ~~Financial Statements The~~ Company ~~follows~~entered ~~the~~into ~~accrual~~a ~~basis~~Share ofExchange ~~accounting~~Agreement ~~in accordance with generally accepted accounting principles and retains~~ (the ~~Company’s~~“Share ~~pre-bankruptcy~~Exchange ~~year-end~~Agreement”) ofwith ~~December~~Patrick 31D. ~~The~~ ~~preparation~~Souter of("Souter"), ~~financial~~a ~~statements~~resident ~~in conformity with accounting principles generally accepted in the United States~~ of ~~America~~Dallas, ~~requires~~Texas, ~~management~~pursuant to ~~make~~which ~~estimates~~he ~~and~~acquired ~~assumptions~~5,704,408 ~~that~~shares ~~affect the reported amounts~~ of ~~assets~~our ~~and~~common ~~liabilities~~stock ~~and~~for ~~disclosure~~approximately of$5,750 ~~contingent~~cash ~~assets~~or ~~and~~approximately ~~liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period~~$0.001 ~~Actual~~per ~~results could differ from those estimates~~share. ~~Management~~ As ~~further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining~~ a ~~system~~result of ~~internal~~this ~~accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure~~transaction, ~~among other items~~6,004,640 ~~that~~shares 1)of ~~recorded~~our ~~transactions~~common ~~are~~stock ~~valid; 2) valid transactions~~ are ~~recorded;~~currently ~~and~~issued ~~3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations~~ and ~~cash flows of the Company for the respective periods being presented~~outstanding.

~~Note~~Our Dcurrent ~~- Going Concern Uncertainty The Company has no post-bankruptcy operating history, no cash on hand, no assets and has a~~ business plan ~~with inherent risk. The Company’s current principal business activity~~ is to ~~seek~~develop a ~~suitable~~restaurant ~~reverse~~and ~~acquisition~~bar ~~candidate~~concept ~~through~~geared ~~acquisition,~~towards ~~merger~~individuals orand ~~other~~families ~~suitable~~living ~~business~~within ~~combination~~the ~~method. Because~~proximity of ~~these~~to-be-selected ~~factors,~~suburban ~~the Company’s auditors have issued an audit opinion on the Company’s financial statements which includes a statement describing our going concern status~~locations. This ~~means,~~restaurant inand ~~the~~bar ~~auditor’s~~concept ~~opinion,~~is ~~substantial~~geared ~~doubt about our ability~~ to ~~continue~~offer ascustomers a ~~going~~venue ~~concern exists at the date of their opinion. The Company's continued existence is dependent upon its ability~~ to ~~generate~~hear ~~sufficient~~local ~~cash~~bands ~~flows~~and ~~from~~participate ~~operations~~in tovarious ~~support~~other ~~its~~entertainment ~~daily~~options ~~operations~~such as ~~well~~popular asvideo ~~provide~~games ~~sufficient resources to retire existing liabilities~~ and ~~obligations~~organized onclub aactivities ~~timely~~involving ~~basis. The~~pool, ~~Company’s certificate of incorporation authorizes the issuance of up to 10~~darts,~~000,000~~ ~~shares~~Texas ofHold ~~preferred~~‘Em ~~stock~~poker and ~~40,000,000~~ping ~~shares of common stock~~pong. Mr. ~~The~~Souter ~~Company’s~~is ~~ability~~currently ~~to issue preferred stock may limit~~ the ~~Company’s~~owner ~~ability to obtain debt or equity financing as well as impede potential takeover~~ of ~~the~~a ~~Company,~~comparable ~~which~~business ~~takeover~~located ~~may be~~ in ~~the~~downtown ~~best~~Dallas, ~~interest of stockholders~~Texas. ~~The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.~~

FNote B -8 Bankruptcy Action

Commencing on March 28, 2003, BTHC XIV, ~~Inc.~~ LLC filed for protection under Chapter 11 of the Federal Bankruptcy Act in the United States Bankruptcy Court, Northern District of Texas - Dallas Division ("Bankruptcy Court"). The Company’s bankruptcy action was part of a ~~development~~combined ~~stage~~case ~~company~~(Case No. 03-33152-HDH-11) ~~Notes~~ toencompassing ~~Financial~~the ~~Statements~~following -related ~~Continued December~~entities: 31Ballantrae Healthcare, ~~2009~~LLC; ~~and~~Ballantrae ~~2008~~Texas, LLC; Ballantrae New Mexico, LLC; Ballantrae Missouri, LLC; Ballantrae Illinois, LLC; BTHC I, LLC; BTHC II, LLC; BTHC III, LLC; BTHC IV, LLC; BTHC V, LLC; BTHC VI, LLC; BTHC VIII, LLC; BTHC VIIII, LLC; BTHC X, LLC; BTHC XI, LLC; BTHC XII, LLC; BTHC XIV, LLC; BTHC XV, LLC; BTHC XVII, LLC; BTHC XIX, LLC; BTHC XX, LLC; BTHC XXI, LLC; BNMHC I, LLC; BMOHC II, LLC; BILHC I, LLC, BILHC II, LLC; BILHC III, LLC; BILHC IV, LLC; BILHC V, LLC.

~~Note~~All D - Going Concern Uncertainty - Continued The Company anticipates future sales of equity securities to facilitate either the consummation of a business combination transaction or to raise working capital to support and preserve the integrity of the corporate entity. Howeverassets, ~~there~~liabilities is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and ~~upon~~other ~~additional~~claims ~~funds~~against ~~loaned by management and/or significant stockholders to preserve~~ the ~~integrity of the corporate entity at this time. In the event, the~~ Company ~~is unable to acquire advances from management~~ and~~/or~~ ~~significant stockholders, the Company~~it’s ~~ongoing~~affiliated ~~operations~~entities ~~would~~were becombined ~~negatively~~for ~~impacted. It is~~ the ~~intent~~purpose of ~~management~~distribution ~~and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity~~ of ~~the corporate entity. However, no formal commitments or arrangements to advance or loan~~ funds to ~~the Company or repay any such advances or loans exist~~creditors. Each ~~There~~of isthe noentities ~~legal~~otherwise ~~obligation~~remained ~~for~~separate ~~either~~corporate ~~management or significant stockholders to provide additional future funding~~entities. ~~While~~ From the ~~Company~~commencement is of the ~~opinion~~bankruptcy ~~that~~proceedings ~~good~~through ~~faith~~November ~~estimates~~29, of2004 (the ~~Company’s~~effective ~~ability~~date toof ~~secure additional capital in~~ the ~~future~~Plan toof ~~reach our goals have been made~~Reorganization), ~~there~~all issecured noclaims ~~guarantee~~and/or ~~that~~administrative ~~the~~claims ~~Company~~during ~~will~~this ~~receive~~period ~~sufficient~~were ~~funding~~satisfied tothrough ~~sustain~~either ~~operations~~direct payment or ~~implement any future business plan steps~~negotiation.

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

F - 7

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, 2010 and 2009

Note B - Bankruptcy Action - Continued

The cancellation of all existing shares at the date of the bankruptcy filing and the issuance of “new” shares of the reorganized entity caused an issuance of shares of common stock and a related change of control of the Company with more than 50.0% of the “new” shares being held by persons and/or entities which were not pre-bankruptcy stockholders. Accordingly, per the Reorganization Topic of the FASB Accounting Standards Codification, the Company adopted “fresh-start” accounting as of the bankruptcy discharge date whereby all continuing assets and liabilities of the Company were restated to the fair market value. The Reorganization Topic further states that fresh start financial statements prepared by entities emerging from bankruptcy will not be comparable with those prepared before their plans were confirmed because they are, in fact, those of a new entity. For accounting purposes, the Company adopted fresh start accounting in accordance with the Reorganization Topic as of August 1, 2007, the effective date of the Plan. As of November 29, 2004, by virtue of the confirmed Plan of Reorganization, the only asset of the Company was approximately $1,000 in cash due from the Bankruptcy Estate.

Note C - Preparation of Financial Statements

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

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

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

Note D - Going Concern Uncertainty

The Company has no post-bankruptcy operating history, limited cash on hand, no operating assets and a business plan with inherent risk. The Company’s current principal business activity is to develop a restaurant and bar concept geared towards individuals and families living within the proximity of a to-be-selected suburban location. However, there is no assurance that the Company will be able to successfully develop or operate a business using this concept.

Because of these factors, the Company’s auditors have issued an audit opinion on the Company’s financial statements which includes a statement describing our going concern status. This means, in the auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.

The Company's continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.

F - 8

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, 2010 and 2009

Note D - Going Concern Uncertainty - Continued

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

The Company anticipates future sales of equity securities to raise working capital to support and preserve the integrity of the corporate entity. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and upon additional funds loaned by management and/or significant stockholders to preserve the integrity of the corporate entity at this time. In the event, the Company is unable to acquire advances from management and/or significant stockholders, the Company’s ongoing operations would be negatively impacted.

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

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

Note E - Summary of Significant Accounting Policies

Cash and cash equivalents

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

Reorganization costs

The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization, post-bankruptcy, of the Company were charged to operations as incurred.

Income taxes

The Company files income tax returns in the United States of America and various states, as appropriate and applicable. As a result of the Company’s bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to August 1, ~~2007.~~ 2008. The Company does not anticipate any examinations of returns filed for periods ending after August 1, ~~2007~~2008.

~~The~~F ~~Company~~- uses the asset and liability method of accounting for income taxes. At December 31, 2009 and 2008, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.9

~~F-9~~ BTHC XIV, Inc.

~~BTHC XIV, Inc.~~ (a development stage company) ~~Notes to Financial Statements - Continued December 31, 2009 and 2008~~

Notes to Financial Statements - Continued

December 31, 2010 and 2009

Note E - Summary of Significant Accounting Policies - Continued

Income taxes - continued

The Company uses the asset and liability method of accounting for income taxes. At December 31, 2010 and 2009, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.

Income (Loss) per share

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

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

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

As of December 31, ~~2009~~2010 and ~~2008~~2009 and subsequent thereto, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation.

Pending and/or New Accounting Pronouncements

The Company is of the opinion that any pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations.

Note F - Fair Value of Financial Instruments The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions. Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any. Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to financial risk, if any.

~~F-10~~The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.

~~BTHC~~F ~~XIV, Inc. (a development stage company) Notes to Financial Statements~~ - ~~Continued December 31, 2009 and 2008~~10

~~Note~~BTHC ~~G - Income Taxes The components of income tax (benefit) expense for each of the years ended December 31~~XIV, ~~2009 and 2008 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009, respectively, are as follows:~~Inc.

						Period from
						November 29, 2004
						(date of bankruptcy
		Year ended		Year ended		settlement) through
		December 31,		December 31,		December 31,
		2009		2008		2009
Federal:
Current	$	--	$	--	$	--
Deferred		--		--		--
		--		--		--
State:
Current		--		--		--
Deferred		--		--		--
		--		--		--
Total	$	--	$	--	$	--

(a development stage company)

AsNotes ~~of December 31, 2009, the Company has a net operating loss carryforward(s) of approximately $37,000~~ to ~~offset~~Financial ~~future~~Statements taxable income. The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three year look-~~back~~ period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s). The Company's income tax expense for each of the years ended December 31, 2009 and 2008 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2009, respectively, are as follows:Continued

								Period from
								November 29, 2004
								(date of bankruptcy
		Year ended			Year ended			settlement) through
		December 31,			December 31,			December 31,
		2009			2008			2009
Statutory rate applied to
income before income taxes	$	(3,600	)	$	(2,800	)	$	(12,600	)
Increase (decrease) in income
taxes resulting from:
State income taxes		--			--			--
Other, including reserve for
deferred tax asset and application
of net operating loss carryforward		3,600			2,800			12,600
Income tax expense	$	--		$	--		$	--

December 31, 2010 and 2009

Note F -11 Fair Value of Financial Instruments - Continued

~~BTHC~~Interest ~~XIV,~~rate ~~Inc. (a~~risk ~~development~~is ~~stage~~the ~~company) Notes~~risk that the Company’s earnings are subject to ~~Financial~~fluctuations ~~Statements~~in -interest ~~Continued December~~rates ~~31,~~on ~~2009~~either investments or on debt and ~~2008~~is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

~~Note~~Financial Grisk -is ~~Income~~the ~~Taxes~~risk -that ~~Continued The~~the Company’s ~~only~~earnings ~~temporary~~are ~~difference~~subject asto offluctuations ~~December~~in ~~31,~~interest ~~2009~~rates ~~and~~or ~~2008,~~foreign ~~respectively,~~exchange ~~relates~~rates toand ~~the~~are ~~Company’s~~fully ~~net~~dependent ~~operating~~upon ~~loss pursuant to~~ the ~~applicable~~volatility ~~Federal~~of ~~Tax~~these ~~Law~~rates. The AsCompany ofdoes ~~December~~not ~~31,~~use ~~2009~~derivative ~~and~~instruments ~~2008,~~to ~~respectively,~~moderate ~~the~~its ~~deferred~~exposure ~~tax~~to ~~asset~~financial isrisk, asif ~~follows:~~any.

		December 31,			December 31,
		2009			2008
Deferred tax assets
Net operating loss carryforwards	$	12,600		$	9,000
Less valuation allowance		(12,600	)		(9,000	)
Net Deferred Tax Asset	$	--		$	--

Note G - Income Taxes

The components of income tax (benefit) expense for each of the years ended December 31, 2010 and 2009 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2010, respectively, are as follows:

					Period from
					November 29, 2004
					(date of bankruptcy
	Year ended		Year ended		settlement) through
	December 31,		December 31,		December 31,
	2010		2009		2010

Federal:
Current	$	-	$	-	$	-
Deferred		-		-		-
		-		-		-
State:
Current		-		-		-
Deferred		-		-		-
		-		-		-

Total	$	-	$	-	$	-

As of December 31, 2010, the Company has a net operating loss carryforward(s) of approximately $65,000 to offset future taxable income. The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s).

(Remainder of this page left blank intentionally)

F - 11

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, 2010 and 2009

Note G - Income Taxes - Continued

The Company's income tax expense for each of the years ended December 31, 2010 and 2009 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2010, respectively, are as follows:

							Period from
							November 29, 2004
							(date of bankruptcy
	Year ended			Year ended			settlement) through
	December 31,			December 31,			December 31,
	2010			2009			2010

Statutory rate applied to
income before income taxes	$	(9,600	)	$	(3,600	)	$	(22,200	)
Increase (decrease) in income
taxes resulting from:
State income taxes		-			-			-
Other, including reserve for
deferred tax asset and application
of net operating loss carryforward		9,600			3,600			22,200

Income tax expense	$	-		$	-		$	-

The Company’s only temporary difference as of December 31, 2010 and 2009, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of December 31, 2010 and 2009, respectively, the deferred tax asset is as follows:

	December 31,			December 31,
	2010			2009

Deferred tax assets
Net operating loss carryforwards	$	22,200		$	12,600
Less valuation allowance		(22,200	)		(12,600	)

Net Deferred Tax Asset	$	-		$	-

During each of the years ended December 31, 2010 and 2009, respectively, the valuation allowance against the deferred tax asset increased by approximately $9,600 and $3,600.

Note H - Capital Stock Transactions

Stock splits On July 1, 2008, the Company’s Board of Directors declared an 80% (0.8-for-1) forward stock split dividend on the issued and outstanding shares of its common stock, which was payable on July 16, 2008 to stockholders of record on July 11, 2008. Pursuant to the common stock dividend, stockholders will receive 0.8 new shares of common stock for each one share of common stock held by them on the record date. No fractional shares will be issued in connection with common stock dividend and any fractional interests will be rounded up to the nearest whole share. As a result of this action, the total number of issued and outstanding shares of the Corporation's common stock were increased from 500,007 shares to approximately 900,036 shares. On July 28, 2009, effective on August 3, 2009, Company’s Board of Directors declared a 1-for-3 reverse split of the issued and outstanding shares of common stock. The reverse stock split was implemented by adjusting the stockholders’ book entry accounts to reflect the number of shares held by each stockholder following the split. No fractional shares were issued in connection with the reverse stock split and any fractional shares resulting from the reverse split were rounded up to the nearest whole share. The reverse stock split reduced the number of the Company’s issued and outstanding shares of common stock from 900,036 to approximately 300,232. The effects of these actions are reflected in the accompanying financial statements as of the first day of the first period presented.

~~Bankruptcy~~On ~~recapitalization Pursuant~~July to1, 2008, the ~~First~~Company’s ~~Amended~~Board ~~Joint Plan~~ of ~~Reorganization~~Directors ~~Proposed~~declared Byan ~~The~~80% ~~Debtors~~(0.8-for-1) ~~affirmed~~forward bystock ~~the~~split U.dividend S.on ~~Bankruptcy~~the ~~Court~~issued -and ~~Northern~~outstanding ~~District~~shares of ~~Texas~~its -common ~~Dallas~~stock, ~~Division~~which was payable on ~~November~~July 2916, ~~2004~~2008 to stockholders of record on July 11, 2008. Pursuant to the ~~Company~~common ~~“will~~stock ~~include~~dividend, ~~the~~stockholders ~~issuance~~will ofreceive a0.8 ~~sufficient~~new ~~number~~shares of ~~Plan~~common ~~shares~~stock tofor ~~meet~~each ~~the~~one ~~requirements~~share of common stock held by them on the ~~Plan~~record date. No ~~Such~~fractional ~~number~~shares iswill ~~estimated~~be toissued bein ~~approximately~~connection ~~500,000~~with ~~Plan~~common ~~Shares~~stock ~~relative~~dividend and any fractional interests will be rounded up to ~~each~~the ~~Post~~nearest ~~Confirmation~~whole ~~Debtor~~share. As ~~The~~a ~~Plan~~result ~~Shares~~of ~~shall~~this ~~all~~action, bethe total number of issued and outstanding shares of the ~~same~~Company's ~~class~~common stock were increased from 500,007 shares to approximately 900,036 shares.”

F - 12

BTHC XIV, Inc. ~~(a development stage company) Notes to Financial Statements - Continued December 31, 2009 and 2008~~

(a development stage company)

Notes to Financial Statements - Continued

December 31, 2010 and 2009

Note H - Capital Stock Transactions - Continued

~~Bankruptcy~~Stock ~~recapitalization~~splits - continued As provided in the Plan, 70.0% of the Plan Shares of the Company were issued to the Company’s controlling shareholder, in exchange for the release of its Allowed Administrative Claims and for the performance of certain services and the payment of certain fees related to the anticipated reverse merger or acquisition transactions described in the Plan. The remaining 30.0% of the Plan Shares of the Company were issued to other holders of various claims as defined in the Order Confirming First Amended Joint Plan of Reorganization. Based upon the calculations provided by the Creditor’s Trustee, the Company issued an aggregate 500,007 shares of the Company’s “new” common stock to all unsecured creditors and the controlling stockholder in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust.

~~Note~~On IJuly -28, ~~Subsequent~~2009, ~~Events Management~~effective ~~has~~on ~~evaluated~~August ~~all~~3, ~~activity~~2009, Company’s Board of Directors declared a 1-for-3 reverse split of the ~~Company~~issued ~~through~~and ~~March~~outstanding 9,shares ~~2010~~of (common stock. The reverse stock split was implemented by adjusting the ~~issue~~stockholders’ ~~date~~book entry accounts to reflect the number of shares held by each stockholder following the ~~financial~~split. No ~~statements)~~fractional shares were issued in connection with the reverse stock split and ~~concluded~~any ~~that~~fractional noshares ~~subsequent~~resulting ~~events~~from ~~have~~the ~~occurred~~reverse ~~that~~split ~~would~~were ~~require~~rounded ~~recognition~~up into the ~~financial~~nearest ~~statements~~whole orshare. The ~~disclosure~~reverse instock split reduced the ~~notes~~number of the Company’s issued and outstanding shares of common stock from 900,036 to ~~financial~~approximately ~~statements~~300,232.

~~(Remainder~~The effects of ~~this~~these ~~page~~actions ~~left~~are ~~blank~~reflected ~~intentionally)~~in the accompanying financial statements as of the first day of the first period presented.

~~F-13~~ Bankruptcy recapitalization

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

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

Based upon the calculations provided by the Creditor’s Trustee, the Company issued an aggregate 500,007 shares of the Company’s “new” common stock to all unsecured creditors and the controlling stockholder in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust.

Stock sales

On June 1, 2010, the Company entered into the Share Exchange Agreement with Souter pursuant to which he acquired 5,704,408 shares of our common stock in exchange for approximately $5,750 cash or $0.001 per share. As a result of this transaction, 6,004,640 shares of our common stock are currently issued and outstanding. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration on these shares.

Note I - Subsequent Events

Management has evaluated all activity of the Company through January 13, 2011 (the issue date of the financial statements) and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to financial statements.

F - 13

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BTHC XIV, Inc.		~~BTHC XIV, Inc.~~
Dated: March 10, 2010			/s/ Timothy P. Halter
Dated: January 18, 2011	By:	/s/ Patrick D. Souter
			Timothy P. Halter
		Patrick D. Souter
		President, Chief Executive Officer	~~President, Chief Executive Officer~~
~~Chief Financial Officer and Director~~		Chief Financial Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates as indicated.

			BTHC XIV, Inc
	BTHC XIV, Inc.
Dated: March 10, 2010			/s/ Timothy P. Halter
Dated: January 18, 2011	By:	/s/ Patrick D. Souter
			Timothy P. Halter
		Patrick D. Souter
		President, Chief Executive Officer	~~President, Chief Executive Officer~~
~~Chief Financial Officer and Director~~		Chief Financial Officer and Director

38 29

Filing Compare · BTHC XIV, Inc.