UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark one)
x Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2015
o Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______________ to _____________
Commission File Number: 000-52237
BTHC X, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5456047 | |
| (State of incorporation) | (IRS Employer ID Number) |
2 ARGYROKASTROU STREET VOULA
16673, ATHENS, GREECE
(Address of principal executive offices)
+30 210 899 2896
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o | ||
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YES x NO o
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: May 13, 2015: 5,839,933
Transitional Small Business Disclosure Format (check one): YES o NO x
BTHC X, Inc.
Form 10-Q for the Quarter ended March 31, 2015
Table of Contents
| Page | |
| Part I - Financial Information | |
| Item 1 - Financial Statements | 1 |
| Item 2 - Management's Discussion and Analysis or Plan of Operation | 2 |
| Item 3 - Quantitative and Qualitative Disclosures About Market Risk | 5 |
| Item 4 - Controls and Procedures | 5 |
| Part II - Other Information | |
| Item 1 - Legal Proceedings | 6 |
| Item 1A - Risk Factors | 6 |
| Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | 6 |
| Item 3 - Defaults Upon Senior Securities | 6 |
| Item 4 - Mine Safety Disclosures | 6 |
| Item 5 - Other Information | 6 |
| Item 6 - Exhibits | 6 |
| Signatures | 7 |
Part I
BTHC X, Inc.
(a development stage company)
Contents
| Page | |
| Financial Statements | |
| Balance Sheets | |
| as of March 31, 2015 and December 31, 2014 | F-1 |
| Statements of Operations and Comprehensive Loss | |
| for the three months ended March 31, 2015 and 2014 and | |
| for the period from November 29, 2004 (date of bankruptcy settlement) | |
| through March 31, 2015 | F-2 |
| Statements of Cash Flows | |
| for the three months ended March 31, 2015 and 2014 and | |
| for the period from November 29, 2004 (date of bankruptcy settlement) | |
| through March 31, 2015 | F-3 |
| Notes to Financial Statements | F-4 |
| 1 |
BTHC X, Inc.
(a development stage company)
Balance Sheets
March 31, 2015 and December 31, 2014
| March 31, | December 31, | |||||||
2015 (unaudited) | 2014 (audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash on hand and in bank | $ | - | $ | - | ||||
| Total Assets | $ | - | $ | - | ||||
| Current Liabilities | ||||||||
| Accounts payable - trade | $ | 113,758 | $ | 104,229 | ||||
| Due to controlling stockholder | 249,127 | 244,170 | ||||||
| Total Liabilities | 362,885 | 348,399 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders' Deficit | ||||||||
| Preferred stock - $0.001 par value 10,000,000 shares authorized None issued and outstanding | - | - | ||||||
| Common stock - $0.001 par value 40,000,000 shares authorized 5,839,933 issued and outstanding | 5,840 | 5,840 | ||||||
| Additional paid-in capital | 65,140 | 65,140 | ||||||
| Deficit accumulated during the development stage | (433,865 | ) | (419,379 | ) | ||||
| Total Stockholders' Deficit | (362,885 | ) | (348,399 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | - | $ | - | ||||
The accompanying notes are in integral part of these financial statements.
| F-1 |
BTHC X, Inc.
(a development stage company)
Statements of Operations and Comprehensive Loss
Three months ended March 31, 2015 and 2014 and
Period from November 29, 2004 (date of bankruptcy settlement) through March 31, 2015
Three months ended March 31, | Three months ended March 31, | Period from November 29, 2004 (date of bankruptcy settlement) through March 31, | ||||||||||
| 2015 | 2014 | 2015 | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Operating expenses | ||||||||||||
| Reorganization costs | - | - | 2,248 | |||||||||
| Professional fees | 10,500 | 8,187 | 346,231 | |||||||||
| General and administrative expenses | 3,986 | 3,620 | 80,886 | |||||||||
| Total operating expenses | 14,486 | 11,807 | 429,365 | |||||||||
| Loss from operations | (14,486 | ) | (11,807 | ) | (429,365 | ) | ||||||
| Other Expense | ||||||||||||
| Abandonment of goodwill acquired in Sur-America Ventures Inc. | - | - | (4,500 | ) | ||||||||
| Loss before Provision of Income Taxes | (14,486 | ) | (11,807 | ) | (433,865 | ) | ||||||
| Provision for income taxes | ||||||||||||
| Net loss | $ | (14,486 | ) | $ | (11,807 | ) | $ | (433,865 | ) | |||
| Other comprehensive income | ||||||||||||
| Comprehensive loss | $ | (14,486 | ) | $ | (11,807 | ) | $ | (433,865 | ) | |||
| Loss per weighted-average share of common stock outstanding, computed on net loss – basic and fully diluted. | (0.00 | ) | (0.00 | ) | (0.13 | ) | ||||||
| Weighted- average number of shares of common stock outstanding – basic and fully diluted. | 5,839,933 | 5,839,933 | 3,243,512 | |||||||||
The accompanying notes are in integral part of these financial statements.
| F-2 |
BTHC X, Inc.
(a development stage company)
Statements of Cash Flows
Three months ended March 31, 2015 and 2014
Period from November 29, 2004 (date of bankruptcy settlement) through March 31, 2015
Three months ended March 31, 2015 | Three months ended March 31, 2014 | Period from November 29, 2004 (date of bankruptcy settlement) through March 31, 2015 | ||||||||||
| Cash Flows from Operating Activities | ||||||||||||
| Net loss for the period | $ | (14,486 | ) | $ | (11,807 | ) | $ | (433,865 | ) | |||
| Adjustments to reconcile net loss to net cash provided by operating activities | ||||||||||||
| Abandonment of goodwill acquired in Sur-America Ventures, Inc. | - | - | 4,500 | |||||||||
| Increase / Decrease in accounts payable-trade | 9,529 | (9,575 | ) | 113,758 | ||||||||
| Net cash used in operating activities | (4,957 | ) | (21,382 | ) | (315,607 | ) | ||||||
| Cash Flows from Investing Activities | - | - | - | |||||||||
| Cash Flows from Financing Activities | ||||||||||||
| Cash funded from bankruptcy trust | - | - | 1,000 | |||||||||
| Cash received on sale of common stock | - | - | 60,000 | |||||||||
| Cash provided by former controlling shareholder | - | - | 65,480 | |||||||||
| Cash repaid to former controlling shareholder | - | - | (60,000 | ) | ||||||||
| Cash provided by current controlling stockholder | 4,957 | 21,382 | 249,127 | |||||||||
| Net cash provided by financing activities | 4,957 | 21,382 | 315,607 | |||||||||
| Decrease/ 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 | $ | - | $ | - | $ | - | ||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||||||||
| Debt due former controlling stockholder contributed as additional paid-in capital | $ | - | $ | - | $ | 5,480 | ||||||
The accompanying notes are in integral part of these financial statements.
| F-3 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements
March 31, 2015 and 2014
Note A - Background and Description of Business
BTHC X, Inc. (“Company”) was 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 X, LLC, a Texas Limited Liability Company which was discharged from bankruptcy on November 29, 2004. The effective date of the merger of BTHC X, Inc. and BTHC X, 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 the Reorganization topic of the FASB Accounting Standards Codification.
On May 21, 2009, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with Sur-America Ventures, Inc., a Delaware corporation (“SAV”), and the sole stockholder of SAV. Pursuant to the Share Exchange Agreement, the stockholder of SAV exchanged 100% of the issued and outstanding shares of the capital stock of SAV for 1,576,782 newly issued shares of the Company’s common stock that, in the aggregate, constituted approximately 90% of our then-issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange. As a result of this transaction, 1,751,980 shares of our common stock were then issued and outstanding.
SAV was organized on May 19, 2009 as a Delaware corporation and was formed to seek and identify a privately-held operating company located in Latin America desiring to become a publicly held company with access to United States capital markets through a reverse merger or acquisition transaction.
On September 18, 2009, the Company entered into a Securities Purchase Agreement (“SPA”), with Magellan Alpha Investments Corp., a Marshall Islands corporation (“Magellan”) and Pierre Galoppi, the Company’s then-sole director and officer (“Seller”). Pursuant to the SPA, Magellan purchased from the Seller an aggregate of 1,576,782 shares of the Company’s issued and outstanding common stock and, concurrent with the execution of the SPA, Magellan purchased an additional 4,087,953 newly issued shares of the Company’s common stock pursuant to a Subscription Agreement (“SA”), for $60,000 cash. After closing of both the SPA and SA, Magellan then owned an aggregate of approximately 5,664,735 shares common stock of the Company and approximately 5,839,933 shares of the Company’s common stock were then issued and outstanding. Magellan subsequently sold a portion of its shares to certain third parties in a private transaction.
The Company is currently considering alternative business plans, including but not limited to locating and combining with an existing company located in the Far East, which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged, desiring to become a publicly held company with access to United States capital markets through a combination transaction with the Company. However, the Company does not intend to combine with a 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 our common stock for stock or assets or any other form which will result in the combined enterprises becoming a publicly-held corporation.
| F-4 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2015 and 2014
Note B - Bankruptcy Action
Commencing on March 28, 2003, BTHC X, 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 its 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.
The cancellation of all existing shares outstanding at the date of the bankruptcy filing and the issuance of all “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 (Reorganization topic), 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 November 29, 2004, the confirmation 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.
| F-5 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2015 and 2014
Note C - Preparation of Financial Statements - Continued
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, no cash on hand, no operations and has a business plan with inherent risk. Because of these factors, the Company’s auditors have issued an audit opinion on the Company’s financial statements which includes a statement describing our going concern status. This means, in the auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.
The Company’s current and former majority stockholder has maintained the corporate status of the Company and has provided all nominal working capital support on the Company's behalf since the bankruptcy discharge date. Because of the Company's lack of operating assets, its continuance is fully dependent upon the majority stockholder's continuing support. The majority stockholder intends to continue the funding of nominal necessary expenses to sustain the corporate entity. However, 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. Should we fail to obtain financing, the Company has not identified any alternative sources of working capital to support the Company. If no additional operating capital is received, 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 continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. Further, the Company faces considerable risk in its business plan and a potential shortfall of funding due to our inability to raise capital in the equity securities market. If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and additional funds loaned by management and/or significant stockholders.
The Company’s business plan is to seek an acquisition or merger with a private operating company which offers an opportunity for growth and possible appreciation of our stockholders’ investment in the then issued and outstanding common stock. However, there is no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, if successful, that any acquisition or merger will result in the appreciation of our stockholders’ investment in the then outstanding common stock.
The Company remains dependent upon additional external sources of financing; including being dependent upon its management and/or significant stockholders to provide sufficient working capital in excess of the Company’s initial capitalization to preserve the integrity of the corporate entity.
| F-6 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2015 and 2014
Note D - Going Concern Uncertainty - Continued
The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
The Company’s certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock and 40,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover of the Company, which takeover may be in the best interest of stockholders. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.
It is the intent of management and the majority stockholder 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 the majority stockholder to provide additional future funding.
In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.
While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
Note E - Summary of Significant Accounting Policies
| 1. | Cash and cash equivalents |
The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
| 2. | Reorganization costs |
The Company has adopted the provisions required by the Start-up Activities Topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and organization of the Company were charged to operations as incurred.
| 3. | Income taxes |
The Company files income tax returns in the United States of America and may file, as applicable and appropriate, various state(s). The Company does not anticipate any examinations of returns filed since 2006 or to be filed in future periods.
| F-7 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2015 and 2014
Note E - Summary of Significant Accounting Policies - Continued
| 3. | Income taxes – Continued |
The Company uses the asset and liability method of accounting for income taxes. At March 31, 2015 and 2014, 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.
As of March 31, 2015 and 2014, respectively, the deferred tax asset related to the Company’s net operating loss carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
| 4. | Income (Loss) per share |
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
As of March 31, 2015 and 2014, respectively, 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.
| 5. | 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.
| F-8 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2015 and 2014
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.
Note G - Acquisition of Sur-America Ventures, Inc.
On May 21, 2009, the Company entered into a Share Exchange Agreement with Sur-America Ventures, Inc., a Delaware corporation (“SAV”), and the sole stockholder of SAV. Pursuant to the Share Exchange Agreement, the stockholder of SAV exchanged 100% of the issued and outstanding shares of the capital stock of SAV for 1,576,782 newly issued shares of the Company’s common stock that, in the aggregate, constituted approximately 90% of our then-issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange. As a result of this transaction, 1,751,980 shares of our common stock were then issued and outstanding.
The goodwill of approximately $4,500 arising from the acquisition consists largely of the synergies and access to new business contacts that the management of SAV brings to the Company in order to more effectively implement the Company’s business plan. It is anticipated that goodwill may not be deductible for Federal and State income taxes. Concurrent with the October 9, 2009 closing of the change in control with Magellan, as previously discussed, the Company’s management changed the Company’s business plan as established through the SAV transaction and, accordingly, charged the $4,500 in goodwill to operations on that date.
The following table summarizes the consideration paid for SAV and the amounts of the assets acquired and liabilities assumed recognized at the May 21, 2009 acquisition date.
| Equity interest (1,576,782 shares of common stock) | $ | 6,000 | ||
| Fair value of total consideration transferred | $ | 6,000 | ||
| Acquisition-related costs (included in professional fees in the accompanying financial statements for the three months ended March 31, 2009) | $ | 20,000 | ||
| Recognized amounts of identifiable assets acquired and liabilities assumed Cash | $ | 1,500 | ||
| Total net identifiable assets | 1,500 | |||
| Goodwill | 4,500 | |||
| $ | 6,000 |
| F-9 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2015 and 2014
Note G - Acquisition of Sur-America Ventures, Inc. - Continued
The fair value of the 1,576,782 shares given in consideration for the acquisition of SAV was determined using approximately the average of the transaction value of the shares of the Company issued at the date of the bankruptcy settlement ($1,000) using both the initial number of shares (500,000) and the post-reverse split number of shares outstanding (175,198). There were no contingent consideration arrangements and no contingent liabilities assumed by the Company. SAV had no operations prior to the acquisition.
Note H - Income Taxes
The components of income tax (benefit) expense for each of the three months ended March 31, 2015 and 2014 and for the period from November 29, 2004 (date of bankruptcy settlement) through March 31, 2015, respectively, are as follows:
| Period from | ||||||||||||
| November 29, 2004 | ||||||||||||
| Three | Three | (date of bankruptcy | ||||||||||
| months ended | months ended | settlement) through | ||||||||||
| March 31, | March 31, | March 31, | ||||||||||
| 2015 | 2014 | 2015 | ||||||||||
| Federal: | ||||||||||||
| Current | $ | - | $ | - | $ | - | ||||||
| Deferred | - | - | - | |||||||||
| - | - | - | ||||||||||
| State: | ||||||||||||
| Current | - | - | - | |||||||||
| Deferred | - | - | - | |||||||||
| - | - | - | ||||||||||
| Total | $ | - | $ | - | $ | - |
As of March 31, 2015, and after the September 18, 2009 change in control transaction, the Company has a net operating loss carryforward of approximately $390,000 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 carry forward(s).
(Remainder of this page left blank intentionally)
| F-10 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2015 and 2014
Note H - Income Taxes - Continued
The Company's income tax expense for each of the three months ended March 31, 2015 and 2014 and for the period from November 29, 2004 (date of bankruptcy settlement) through March 31, 2015, respectively, is as follows:
Three months ended March 31, 2015 | Three months ended March 31, 2014 | Period from November 29, 2004 (date of bankruptcy settlement) through March 31, 2015 | ||||||||||
| Statutory rate applied to income before income taxes | $ | (4,925 | ) | $ | (4,010 | ) | $ | (154,896 | ) | |||
| Increase (decrease) in income taxes resulting from: State income taxes | - | |||||||||||
| Other, including reserve for deferred tax asset and application of net operating loss carryforward | 4,925 | 4,010 | 154,896 | |||||||||
| Income tax expense | $ | - | $ | - | $ | - | ||||||
The Company’s only temporary difference as of March 31, 2015 and 2014, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of March 31, 2015 and 2014, respectively, the deferred tax asset is as follows:
| March 31, | March 31, | |||||||
| 2015 | 2014 | |||||||
| Deferred tax assets | ||||||||
| Net operating loss carry forwards | $ | 154,896 | $ | 120,440 | ||||
| Less valuation allowance | (154,896 | ) | (120,440 | ) | ||||
| Net Deferred Tax Asset | $ | - | $ | - | ||||
As of March 31, 2015 and 2014, respectively, the valuation allowance against the deferred tax asset increased by approximately $4,925 and $4,010.
Note I - Capital Stock Transactions
Pursuant to the First Amended Joint Plan of Reorganization proposed by the Debtors and affirmed by the U. S. Bankruptcy Court - Northern District of Texas - Dallas Division on November 29, 2004, the Company “will include the issuance of a sufficient number of Plan shares to meet the requirements of the Plan. Such number is estimated to be approximately 500,000 Plan Shares relative to each Post Confirmation Debtor. The Plan Shares shall all be of the same class.” As provided in the Plan, 70.0% of the Plan Shares of the Company were issued to the Company’s then-controlling stockholder, 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 an anticipated reverse merger or other acquisition transaction(s) 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.
| F-11 |
BTHC X, Inc.
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2015 and 2014
Note I - Capital Stock Transactions - Continued
On December 31, 2007, the Company amended its Certificate of Incorporation through the filing of a Certificate of Amendment of Certificate of Incorporation with the State of Delaware for the purpose of effecting a 1-for-2.86 reverse split of its $0.001 par value common stock. This action was approved on November 29, 2007 by written consent of stockholders holding a majority of the Company's outstanding Common Stock in lieu of a special meeting. As a result of the reverse split, the Company then had 175,198 shares of Common Stock outstanding. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented.
On May 21, 2009, the Company entered into the Share Exchange Agreement with SAV, and the sole stockholder of SAV. Pursuant to the Share Exchange Agreement, the stockholder of SAV exchanged 100% of the issued and outstanding shares of the capital stock of SAV for 1,576,782 newly issued shares of the Company’s common stock that, in the aggregate, constituted approximately 90% of our then-issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange. As a result of this transaction, 1,751,980 shares of our common stock were then issued and outstanding. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration of these shares and no underwriter was used in this transaction.
On September 18, 2009, the Company entered into the SPA, with Magellan Alpha Investments Corp., a Marshall Islands corporation (“Purchaser”) and Pierre Galoppi, the Company’s then-sole director and officer (“Seller”). Pursuant to the SPA, the Purchaser purchased from the Seller an aggregate of 1,576,782 shares of the Company’s issued and outstanding common stock and, concurrent with the execution of the SPA, the Purchaser purchased an additional 4,087,953 newly issued shares of our common stock pursuant to the SA, for $60,000 cash. Immediately after closing of both the SPA and SA, the Purchaser then owned an aggregate of approximately 5,664,735 shares common stock of the Company and approximately 5,839,933 shares of the Company’s common stock were then issued and outstanding. These transactions closed on October 9, 2009. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration of the newly issued shares and no underwriter was used in this transaction. The Purchaser subsequently sold a portion of its shares to certain third parties in a private transaction.
Note J - Subsequent Events
Management has evaluated all activity of the Company through May 13, 2015 (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.
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| F-12 |
Part I - Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(1) Caution Regarding Forward-Looking Information
Certain statements contained in this quarterly filing, including, without limitation, statements containing the words "believes", "anticipates", "expects", “intend”, “estimate”, “plan” 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.
Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions relating to our target business after consummation of a business combination, and the following:
| ● | our status as a development stage company; | |
| ● | our selection of a prospective target business or asset; | |
| ● | our issuance of our capital shares or incurrence of debt to complete a business combination; | |
| ● | removal of our securities from OTC Bulletin Board quotation system, or the ability to have our securities quoted on OTC Bulletin Board or listed on another exchange following our business combination; | |
| ● | our ability to consummate an attractive business combination due to our limited resources and the significant competition for business combination opportunities; | |
| ● | conflicts of interest of our officers and directors; | |
| ● | potential current or future affiliations of our officers and directors with competing businesses; | |
| ● | our ability to obtain additional financing if necessary; | |
| ● | the control by our existing stockholders of a substantial interest in us; | |
| ● | our being deemed an investment company; | |
| ● | our dependence on our key personnel; | |
| ● | our dependence on a single company after our business combination; | |
| ● | business and market outlook; | |
| ● | our and our customers’ business strategies following the consummation of a business combination; | |
| ● | environmental, obtaining permits and other regulatory risks following the consummation of a business combination; | |
| ● | foreign currency fluctuations and overall political risk in foreign jurisdictions following the consummation of a business combination; | |
| ● | operating and capital expenditures by us following the consummation of a business combination; | |
| ● | our competitive position following the consummation of a business combination; | |
| ● | outcomes of legal proceedings following the consummation of a business combination; | |
| ● | expected results of operations and/or financial position following the consummation of a business combination; | |
| ● | future effective tax rates; and | |
| ● | compliance with applicable laws. |
These risks are not exhaustive.
Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
| 2 |
(2) Results of Operations
The Company had no revenue for either of the three month periods ended March 31, 2015 and 2014 or for the period from November 29, 2004 (date of bankruptcy settlement) through March 31, 2015.
Operating expenses, including general and administrative expenses for the respective three month periods ended March 31, 2015 and 2014 were $(14,486) and $(11,807) respectively. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of periodic reporting requirements. It is anticipated that future expenditure levels may increase as the Company intends to fully comply with its periodic reporting requirements. Loss per share for the respective three month periods ended March 31, 2015 and 2014 and for the cumulative period from November 29, 2004 (date of bankruptcy settlement) through March 31, 2015, respectively, were $(0.00), $(0.00) and $(0.13), based on the weighted-average shares issued and outstanding at the end of each respective period.
On May 21, 2009, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Sur-America Ventures, Inc., a Delaware corporation (“SAV”), and the sole stockholder of SAV. Pursuant to the Share Exchange Agreement, the stockholder of SAV transferred 100% of the issued and outstanding shares of the capital stock of SAV in exchange for 1,576,782 newly issued shares of our common stock that, in the aggregate, constituted approximately 90% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange. As a result of this transaction, 1,751,980 shares of our common stock were then issued and outstanding.
SAV was organized on May 19, 2009 as a Delaware corporation and was formed to seek and identify a privately-held operating company located in Latin America desiring to become a publicly held company with access to United States capital markets.
On May 28, 2009, the Company filed a certificate of compliance with reverse acquisition requirements, as required by the Plan for a discharge from bankruptcy.
On September 18, 2009 the Company entered into a Securities Purchase Agreement (the “SPA”) with Magellan Alpha Investments, Corp., a Marshall Islands corporation (“Magellan”) and Pierre Galoppi, the Company’s then sole director and officer (“Seller”). Pursuant to the SPA and upon its consummation, Magellan purchased from the Seller an aggregate of 1,576,782 shares of our issued and outstanding common stock that, in the aggregate, constituted 90% of our then issued and outstanding capital stock on a fully-diluted basis as of and immediately prior to the consummation of the SPA. Following consummation of the SPA, Pierre Galoppi resigned as our sole director and officer.
In addition, on October 9, 2009, pursuant to a subscription agreement (the “SA”), the Company closed a transaction by which Magellan subscribed for an additional 4,087,953 newly issued shares of our common stock, which newly issued shares constituted 70% of our issued and outstanding common stock on a fully diluted basis following the consummation of the transaction contemplated by the SA. As a result of these transactions, 5,839,933 shares of our common stock are issued and outstanding. Immediately upon the closing of the SPA and SA, Magellan then owned an aggregate of 5,664,735 shares, or 97% of the issued and outstanding common stock of the Company. Subsequently, Magellan sold an aggregate of 2,032,656 shares of common stock to certain third parties, thereby reducing Magellan’s ownership to 3,682,079 shares, or 63.05% of the issued and outstanding common stock of the Company.
George Syllantavos, our President, Secretary, Treasurer and sole director, is the President and majority shareholder of Magellan.
The Company does not expect to generate any revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Securities Exchange Act of 1934 unless and until such time that the Company completes a reverse acquisition transaction with an operating entity.
At March 31, 2015 and December 31, 2014, the Company had working capital (deficit) of $(362,885) and $(348,399), respectively.
It is the belief of management and significant stockholders that they will provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, 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. Should such persons fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.
| 3 |
(3) Plan of Business
General
This Company is currently considering alternative business plans, including but not limited to locating and combining with an existing company located in the Far East, and which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged, desiring to become a publicly held company with access to United States capital markets through a combination transaction with us. However, the Company does not intend to combine with a 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 our common stock for stock or assets or any other form which will result in the combined enterprises becoming a publicly-held corporation.
The Company does not expect to generate any revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Securities Exchange Act of 1934 unless and until such time that the Company completes a transaction with an operating entity.
Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination, it may not be able to satisfy such liabilities as are incurred.
If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company's common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, the Company's management intends to consider only combination candidates which are profitable or, in management's view, have growth potential. The Company's management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate which does not furnish the Company with audited financial statements for at least its most recent fiscal year and unaudited financial statements for interim periods subsequent to the date of such audited financial statements, or is in a position to provide such financial statements in a timely manner. The Company will, if necessary funds are available, engage attorneys and/or accountants in its efforts to investigate a combination candidate and to consummate a business combination. The Company may require payment of fees by such combination candidate to fund the investigation of such candidate. In the event such a combination candidate is engaged in a high technology business, the Company may also obtain reports from independent organizations of recognized standing covering the technology being developed and/or used by the candidate. The Company's limited financial resources may make the acquisition of such reports difficult or even impossible to obtain and, thus, there can be no assurance that the Company will have sufficient funds to obtain such reports when considering combination proposals or candidates. To the extent the Company is unable to obtain the advice or reports from experts, the risks of any combined enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge of the Company's officers and directors, neither the candidate nor any of its directors, executive officers, principal stockholders or general partners:
| (1) | will have been convicted of securities fraud, mail fraud, tax fraud, embezzlement, bribery, or a similar criminal offense involving misappropriation or theft of funds, or be the subject of a pending investigation or indictment involving any of those offenses; | |
| (2) | will have been subject to a temporary or permanent injunction or restraining order arising from unlawful transactions in securities, whether as issuer, underwriter, broker, dealer, or investment advisor, may be the subject of any pending investigation or a defendant in a pending lawsuit arising from or based upon allegations of unlawful transactions in securities; or | |
| (3) | will have been a defendant in a civil action which resulted in a final judgment against it or him awarding damages or rescission based upon unlawful practices or sales of securities. |
The Company's officers and directors will make these determinations by asking pertinent questions of the management of prospective combination candidates. Such persons will also ask pertinent questions of others who may be involved in the combination proceedings. However, the officers and directors of the Company will not generally take other steps to verify independently information obtained in this manner which is favorable. Unless something comes to their attention which puts them on notice of a possible disqualification which is being concealed from them, such persons will rely on information received from the management of the prospective combination candidate and from others who may be involved in the combination proceedings.
| 4 |
(4) Liquidity and Capital Resources
It is the belief of management and significant stockholders that they will provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, 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. Should such persons fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.
The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover its expenses.
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.
(5) 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.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
In future periods, the Company may become subject to certain market risks, including changes in interest rates and currency exchange rates. At the present time, the Company has no identified exposure and does not undertake any specific actions to limit exposures, if any.
Item 4 - Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our certifying officer, who is our sole officer and acts as our chief executive officer and chief financial officer (the “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 March 31, 2015. Based on such evaluation, our Certifying Officer has concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures are effective.
(b) Changes in Internal Controls
There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 5 |
Part II - Other Information
Item 1 - Legal Proceedings
None.
Item 1A – Risk Factors.
Not applicable.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Mine Safety Disclosures
None.
Item 5 - Other Information
None.
Item 6 - Exhibits
| 31.1* | Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE * | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith
** Furnished herewith
| 6 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BTHC X, Inc. | |
| Dated: May 14, 2015 | /s/ George Syllantavos |
| George Syllantavos | |
President, Chief Executive Officer, and Certifying Officer |
7