UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):		~~June~~April 2314, 2011
BTHC XV, Inc.
(Exact name of registrant as specified in its charter)
Delaware	0-52808			20-5456294
(State or Other Jurisdiction of Incorporation)	(Commission File Number)			(IRS Employer Identification No.)
c/o Underground Grand Canyon Linyi City, Yishui County, Shandong Province, China 276400
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code:			+86 539-2553919
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 48.0201 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

OnAs of June 2330, 2011, ~~the~~Shandong ~~Board~~Longkong ofTravel ~~Directors~~Management ~~of BTHC XV~~Co., ~~Inc~~Ltd. (~~the~~ “~~Company~~Longkong”), ~~concluded~~a ~~that~~company ~~the~~organized ~~financial~~under ~~statements~~the laws of ~~its~~China and an indirect wholly-owned subsidiary, ~~Long~~of ~~Fortune~~BTHC ~~Valley~~XV, ~~Tourism~~Inc. ~~International Limited~~ (~~“Long~~the ~~Fortune~~“Company”), ~~which~~had ~~was~~short-term ~~acquired~~loans ~~through~~outstanding adue ~~share~~to ~~exchange~~unrelated ~~transaction~~parties ~~that~~of ~~closed~~approximately ~~on October~~$9.9 18million, ~~2010,~~in ~~for~~addition ~~the fiscal years ended December 31, 2009 and 2008 and for the nine months ended September 30, 2010 and 2009 will require restatement~~ to ~~adjust~~approximately ~~certain amounts related to Long Fortune’s accounting for income taxes and certain operating expenses, and accordingly should no longer be relied upon~~$1. In7 ~~addition,~~million ~~the adjustments, which are described~~ in ~~more~~loans ~~detail~~due ~~below, required the Company~~ to ~~revise~~related ~~its financial statements for the fiscal year ended December 31~~parties, ~~2010~~including ~~and for~~ the ~~three~~following ~~months ended March 31, 2011 and 2010 and, accordingly, these financial statements should no longer be relied upon as well.~~loans:

~~The~~On ~~Company~~April ~~filed~~29, ~~the~~2011, ~~first~~Longkong ~~amendment~~entered tointo ~~the~~a ~~financial~~loan ~~statements~~agreement ofwith ~~Long~~Yishui ~~Fortune~~Rural ~~for~~Credit ~~the~~Cooperative ~~year~~(“Yishui ~~ended~~Credit”). Longkong ~~December~~owns ~~31,~~a ~~2009~~less ~~and~~than ~~the~~1% ~~nine~~interest ~~months~~in ~~ended~~Yishui ~~September~~Credit. The ~~30,~~principal ~~2010~~amount ~~and~~of ~~2009~~the asloan ~~Exhibit~~is 99approximately $462,000.1 The ~~and~~loan ~~Exhibit~~carries ~~99.2,~~an ~~respectively,~~interest torate ~~its~~of ~~Current~~10.62% ~~Report~~per onannum, ~~Form~~is ~~8-K/A~~due ~~filed~~in ~~with~~April ~~the~~2012, ~~Securities~~ and ~~Exchange~~is ~~Commission~~guaranteed ~~(the~~by ~~“SEC”)~~Zhang ~~on April 22~~Shanjiu, ~~2011. The~~the ~~revised~~Company’s ~~financial~~Chairman, ~~statements~~President ~~for~~and ~~the~~Chief ~~year~~Executive ~~ended December 31~~Officer, ~~2009~~Yishui ~~were~~Underground ~~also~~Fluorescent ~~included~~Lake inTravel ~~the~~Development ~~Company’s~~Co., ~~Annual~~Ltd. ~~Report~~(“Fluorescent onLake”), ~~Form~~a ~~10-K~~company ~~filed~~controlled ~~with~~by the ~~SEC~~immediate onfamily ~~April~~of 15Zhang Shanjiu, ~~2011. These~~and ~~revised~~Junan ~~financial~~Tianma ~~statements~~Island ~~included~~Travel ~~adjustments~~Development ~~related~~Co., toLtd. (“Tianma ~~Long~~Island”), ~~Fortune’s~~a ~~accounting~~company ~~for~~controlled ~~income~~by ~~taxes~~Zhang ~~and certain operating expenses~~Shanjiu.

~~The~~On ~~Company~~April ~~plans~~29, to2011, ~~file~~Longkong ~~further~~entered ~~restated~~into ~~financial~~an ~~statements~~additional ~~reflecting~~loan ~~adjustments~~agreement with ~~respect~~Yishui toCredit. The ~~the~~principal ~~fiscal~~amount ~~year ended December 31, 2008, which adjustments will also affect the financial statements~~ of ~~Long Fortune for~~ the ~~fiscal~~loan ~~year~~is ~~ended~~approximately ~~December 31~~$308,000. The ~~2009~~loan ~~and~~carries ~~the~~an ~~nine~~interest ~~months~~rate ~~ended~~of ~~September~~approximately ~~30, 2010 and 2009, as well as to the Company’s financial statements for the fiscal year ended December~~ 6.31,% ~~2010~~per ~~and the three months ended March 31~~annum, ~~2011~~is ~~and~~due ~~2010. The revised financial statements will be included~~ in ~~the~~April ~~Company’s Current Report on Form 8-K/A~~2012, ~~its Annual Report on Form 10-K/A~~ and ~~its~~is ~~Quarterly~~guaranteed ~~Report~~by onZhang ~~Form 10-Q/A~~Shanjiu, ~~each~~Fluorescent toLake beand ~~filed~~Tianma ~~with the SEC~~Island.

~~The~~On ~~adjustments~~June ~~are~~24, ~~being~~2011, ~~made~~Longkong toentered ~~restate~~into another loan agreement with Yishui Credit. The principal amount of the ~~following:~~loan is approximately $772,000. The loan carries an interest rate of approximately 13.88% per annum, is due in June 2012, and is guaranteed by Zhang Shanjiu and an unrelated, third party guarantor.

·On ~~Income~~April ~~tax~~14, ~~expenses~~2011, ~~and~~Longkong ~~liabilities~~entered ininto ~~order~~a toguarantee ~~comply~~contract (the “Guarantee Contract”) with ~~the~~China ~~PRC’s~~Minsheng ~~statutory~~Bank ~~tax~~Co., ~~rate~~Ltd. ~~for~~(“CMB”). Pursuant to the ~~fiscal~~Guarantee ~~years~~Contract, ~~ended~~Longkong ~~December~~agreed 31to guarantee a loan borrowed by Shandong Green Food Co., ~~2009~~Ltd. (“Green Food”) totaling $2.3 million, ~~2008~~which is the maximum potential amount of future payments Longkong could be required to make under the Guarantee Contract. The loan is due in April 2012 and ~~all~~the ~~prior~~guarantee period is two years ~~since~~from the ~~Company’s~~due ~~PRC~~date ~~subsidiary~~of ~~was~~the ~~incorporated~~loan. The Guarantee Contract expires upon the payment in ~~2004~~full ~~and~~of the ~~nine~~loan. Longkong ~~months~~will ~~ended~~be ~~September~~required 30to make payment under the Guarantee Contract if Green Food fails to make a payment when due on the loan. In such circumstance, ~~2010~~Longkong ~~and~~will ~~2009;~~have recourse against Green Food for the full amount of the payment made on its behalf. This obligation, however, is unsecured. Longkong’s guarantee to CMB also is unsecured.

·The ~~Rebates~~description of the foregoing loan agreements and Guarantee Contract does not purport to ~~travel~~be ~~agencies~~complete and is qualified in its entirety by reference to the full text of the loan agreements and Guarantee Contract, which are filed as aExhibits ~~reduction~~99.1, 99.2, 99.3 and 99.4, respectively, to this Current Report on Form 8-K. The submission of ~~revenue~~this ~~for~~Current Report on Form 8-K is not an admission of the ~~nine~~materiality ~~months~~to ~~ended~~the ~~September~~Company 30of any agreement described or filed, ~~2010;~~or information set forth, herein.

·Item ~~Accrued~~9.01 ~~liabilities~~Financial ~~and~~Statements ~~costs~~ and ~~expenses to account for expenses in the correct period;~~Exhibits.

~~· Reclassifications between assets and liabilities accounts; and~~(d) Exhibits.

· Other miscellaneous adjustments.

Exhibit No.	Description
99.1	Working Capital Loan Contract, dated April 29, 2011, between Shandong Longkong Travel Management Co., Ltd. and Yishui Rural Credit Cooperative.+
99.2	Working Capital Loan Contract, dated April 29, 2011, between Shandong Longkong Travel Management Co., Ltd. and Yishui Rural Credit Cooperative.+
99.3	Working Capital Loan Contract, dated June 24, 2011, between Shandong Longkong Travel Management Co., Ltd. and Yishui Rural Credit Cooperative.+
99.4	Contract of Guarantee of Largest Aggregate Amount, dated April 14, 2011, between Shandong Longkong Travel Management Co., Ltd. and China Minsheng Bank Co., Ltd.+

~~Investors are cautioned that the Company’s review of its accounting is ongoing.~~+ ~~Upon~~English ~~completion~~translation of ~~its~~a ~~review,~~Chinese ~~the~~language Company may conclude that additional adjustments to Long Fortune’s or its financial statements for the periods disclosed above are necessary, that the proper adjustments are different in amount or type from those above, or that changes to financial statements for other prior periods may be necessarydocument.

The Company’s senior management and its Board of Directors have discussed the matters described herein with the Company’s current independent registered public accounting firm, MaloneBailey, LLP, and its prior independent registered public accounting firm, Zhonglei Certified Public Accountants Ltd.

SIGNATURES

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

Dated: June 27, 2011

Dated: August 24, 2011	BTHC XV, INC.

	By:	/s/ Yu Xinbo
		Name: Yu Xinbo
		Title: Chief Financial Officer,
		Treasurer and Secretary

~~BTHC~~Exhibit ~~XV, INC. By: /s/ Zhang Shanjiu Name: Zhang Shanjiu Title: Chairman, President and Chief Executive Officer~~Index

Exhibit No.	Description
99.1	Working Capital Loan Contract, dated April 29, 2011, between Shandong Longkong Travel Management Co., Ltd. and Yishui Rural Credit Cooperative.+
99.2	Working Capital Loan Contract, dated April 29, 2011, between Shandong Longkong Travel Management Co., Ltd. and Yishui Rural Credit Cooperative.+
99.3	Working Capital Loan Contract, dated June 24, 2011, between Shandong Longkong Travel Management Co., Ltd. and Yishui Rural Credit Cooperative.+
99.4	Contract of Guarantee of Largest Aggregate Amount, dated April 14, 2011, between Shandong Longkong Travel Management Co., Ltd. and China Minsheng Bank Co., Ltd.+

+ English translation of a Chinese language document.

Filing Compare · BTHC XV, Inc.