UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
--------------------------------------------------------------------------------
(Mark one)
X Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
-------- Act of 1934
For the quarterly period ended September 30, 2006
Transition Report Under Section 13 or 15(d) of the Securities Exchange
-------- Act of 1934
For the transition period from ______________ to _____________
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Commission File Number: 0-52108
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BTHC VI, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 20-4494098
------------------------ ------------------------
(State of incorporation) (IRS Employer ID Number)
12890 Hilltop Road, Argyle, Texas 76226
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(Address of principal executive offices)
(972) 233-0300
--------------
(Issuer's telephone number)
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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
--- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES X NO
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: October 30, 2006: 500,000
-------------------------
Transitional Small Business Disclosure Format (check one): YES NO X
--- ---
BTHC VI, Inc.
Form 10-QSB for the Quarter ended September 30, 2006
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 12
Item 3 Controls and Procedures 14
Part II - Other Information
Item 1 Legal Proceedings 14
Item 2 Recent Sales of Unregistered Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits 14
Signatures 15
2
Part I
Item 1 - Financial Statements
BTHC VI, Inc.
(a development stage company)
Balance Sheets
September 30, 2006 and 2005
(Unaudited)
September 30, September 30,
2006 2005
------------- -------------
ASSETS
------
Current Assets
Cash on hand and in bank $ -- $ --
Due from bankruptcy trust -- 1,000
------------- -------------
Total Assets $ -- $ 1,000
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current Liabilities
Accounts payable - trade $ -- $ --
Advances from controlling shareholder 15,298 --
------------- -------------
Total Liabilities 15,298 --
------------- -------------
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
500,000 shares issued and outstanding 500 500
Additional paid-in capital 500 500
Deficit accumulated during the development stage (16,298) --
------------- -------------
Total Stockholders' Deficit (15,298) 1,000
------------- -------------
Total Liabilities and Stockholders' Deficit $ -- $ 1,000
============= =============
3
BTHC VI, Inc.
(a development stage company)
Statements of Operations and Comprehensive
Loss Nine and Three months ended September 30, 2006 and 2005 and
Period from November 29, 2004 (date of bankruptcy settlement)
through September 30, 2006
(Unaudited)
Period from
November 29,
2004
(date of
bankruptcy
Nine months Nine months Three months Three months settlement)
ended ended ended ended through
September 30, September 30, September 30, September 30, September 30,
2006 2005 2006 2005 2006
------------- ------------- ------------- ------------- -------------
Revenues $ -- $ -- $ -- $ -- $ --
------------- ------------- ------------- ------------- -------------
Operating expenses
Reorganization costs 1,511 -- -- -- 1,511
General and
administrative
expenses 14,787 -- 14,787 -- 14,787
------------- ------------- ------------- ------------- -------------
Income from
operations (16,298) -- (14,787) -- (16,298)
Provision for
income taxes -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Net loss (16,298) -- (14,787) -- (16,298)
Other
comprehensive
income -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Comprehensive loss $ (16,298) $ -- $ (14,787) $ -- $ (16,298)
============= ============= ============= ============= =============
Loss per weighted-
average share of
common stock
outstanding,
computed on
net loss - basic
and fully diluted $ (0.03) nil $ (0.03) nil $ (0.03)
============= ============= ============= ============= =============
Weighted-average
number of shares
of common stock
outstanding - basic
and fully diluted 500,000 500,000 500,000 500,000 500,000
============= ============= ============= ============= =============
4
BTHC VI, Inc.
(a development stage company)
Statements of Cash Flows
Nine months ended September 30, 2006 and 2005 and
Period from November 29, 2004 (date of bankruptcy settlement)
through September 30, 2006
(Unaudited)
Period from
November 29,
2004
(date of
bankruptcy
Nine months Nine months settlement)
ended ended through
September 30, September 30, September 30,
2006 2005 2006
------------- ------------- -------------
Cash Flows from Operating Activities
Net loss for the period $ (16,298) $ -- $ (16,298)
Adjustments to reconcile net loss
to net cash provided by
operating activities -- -- --
------------- ------------- -------------
Net cash used in operating activities (16,298) -- (16,298)
------------- ------------- -------------
Cash Flows from Investing Activities -- -- --
------------- ------------- -------------
Cash Flows from Financing Activities
Cash funded from bankruptcy trust 1,000 -- 1,000
Cash advanced by stockholder 15,298 -- 15,298
------------- ------------- -------------
Net cash provided by financing activities 16,298 -- 16,298
------------- ------------- -------------
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 $ -- $ -- $ --
============= ============= =============
5
BTHC VI, Inc.
(a development stage company)
Notes to Financial Statements
September 30, 2006 and 2005
Note A - Background and Description of Business
BTHC VI, Inc. (Company) was reincorporated on June 7, 2005 under the laws of the
State of Delaware. The Company is the U. S. Bankruptcy Court mandated
reincorporation of and successor to BTHC VI, LLC, a Texas Limited Liability
Company which was discharged from bankruptcy on November 29, 2004. The effective
date of the merger of BTHC VI, Inc. and BTHC VI, LLC was April 11, 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.
Note B - Bankruptcy Action
Commencing on March 28, 2003, BTHC VI, 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 VII, LLC; BTHC VIII, 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.
6
BTHC VI, Inc.
(a development stage company)
Notes to Financial Statements - Continued
September 30, 2006 and 2005
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 American Institute of
Certified Public Accountants' Statement of Position 90-7, "Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code", 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. 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.
During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements filed with the U. S. Securities and
Exchange Commission on its Form 10-SB - General Form for Registration of
Securities of Small Business Issuers Under Section 12(b) or (g) of the
Securities Exchange Act of 1934 containing the Company's financial statements
for the year ended December 31, 2005. The information presented within these
interim financial statements may not include all disclosures required by
generally accepted accounting principles and the users of financial information
provided for interim periods should refer to the annual financial information
and footnotes when reviewing the interim financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the U. S. Securities and Exchange Commission's
instructions for Form 10-QSB, are unaudited and contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and cash flows of
the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2006.
Note D - 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. 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 majority stockholder maintains 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.
7
BTHC VI, Inc.
(a development stage company)
Notes to Financial Statements - Continued
September 30, 2006 and 2005
Note D - Going Concern Uncertainty - Continued
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 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 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.
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 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.
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 of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities" whereby all costs incurred
with the incorporation and reorganization, post-bankruptcy, of the Company
were charged to operations as incurred.
8
BTHC VI, Inc.
(a development stage company)
Notes to Financial Statements - Continued
September 30, 2006 and 2005
Note E - Summary of Significant Accounting Policies - Continued
3. Income taxes
------------
For periods prior to November 29, 2004, the Company, as a Limited Liability
Company, filed Federal and State partnership income tax returns whereby the
income and expenses of the Company were passed through to the respective
members representing the ownership of the entity. Subsequent to November
29, 2004, the Company files separate stand-alone Federal and State
corporation income or franchise tax returns.
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 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.
At September 30, 2006 and 2005, and subsequent thereto, the Company has no
outstanding stock warrants, options or convertible securities which could
be considered as dilutive for purposes of the loss per share calculation.
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.
(Remainder of this page left blank intentionally)
9
BTHC VI, Inc.
(a development stage company)
Notes to Financial Statements - Continued
September 30, 2006 and 2005
Note G - Income Taxes
The components of income tax (benefit) expense for each of the nine month
periods ended September 30, 2006 and 2005 and for the period from November 29,
2004 (date of bankruptcy settlement) through September 30, 2006, respectively,
are as follows:
Period from
November 29,
2004
(date of
bankruptcy
Nine months Nine months settlement)
ended ended through
September 30, September 30, September 30,
2006 2005 2006
------------- ------------- -------------
Federal:
Current $ -- $ -- $ --
Deferred -- -- --
------------- ------------- -------------
-- -- --
------------- ------------- -------------
State:
Current -- -- --
Deferred -- -- --
------------- ------------- -------------
-- -- --
------------- ------------- -------------
Total $ -- $ -- $ --
============= ============= =============
As of September 30, 2006, the Company had an aggregate net operating loss
carryforward of approximately $14,000 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).
The Company's income tax expense for each of the nine month periods ended
September 30, 2006 and 2005 and the period from November 29, 2004 (date of
bankruptcy settlement) through September 30, 2006, respectively, are as follows:
Period from
November 29,
2004
(date of
bankruptcy
Three months Three months settlement)
ended ended through
September 30, September 30, September 30,
2006 2005 2006
------------- ------------- -------------
Statutory rate applied to income before income taxes $ (5,500) $ -- $ (5,500)
Increase (decrease) in income taxes resulting from:
State income taxes -- -- --
Difference between book method and
statutory recognition differences on
organization costs 400 -- 400
Other, including reserve for
deferred tax asset and application
of net operating loss carryforward 5,100 -- 5,100
------------- ------------- -------------
Income tax expense $ -- $ -- $ --
============= ============= =============
10
BTHC VI, Inc.
(a development stage company)
Notes to Financial Statements - Continued
September 30, 2006 and 2005
Note G - Income Taxes - Continued
The Company's only temporary differences as of September 30, 2006 and 2005
relate to the Company's net operating loss and the statutory deferrals of
expenses for organizational costs pursuant to the applicable Federal Tax Law.
Accordingly, any deferred tax asset, as fully reserved, or liability, if any, as
of September 30, 2006 and 2005, respectively, is nominal and not material to the
accompanying financial statements.
Note H - Capital Stock Transactions
Pursuant to the First Amended Joint Plan of Reorganization Proposed By The
Debtors 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
Halter Financial Group, Inc., 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 500,000 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.
(Remainder of this page left blank intentionally)
11
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"
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; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-QSB 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) Results of Operations
The Company had no revenue for either of the nine or three month periods ended
September 30, 2006 and 2005, respectively.
General and administrative expenses for the nine and three month periods ended
September 30, 2006 and 2005 were nominal, relating only to the reorganization of
the Company since the November 2004 affirmation of the Company's Plan of
Reorganization, filing a Form 10-SB - General Form for Registration of
Securities of Small Business Issuers Under Section 12(b) or (g) of the
Securities Exchange Act of 1934, and maintaining the corporate entity.
It is anticipated that future expenditure levels may increase as the Company
intends to fully comply with it's periodic reporting requirements. Earnings per
share for the respective nine and three month periods ended September 30, 2006
and 2005 were $(0.03), $-0-, $(0.03) and $-0-, respectively, based on the
weighted-average shares issued and outstanding at the end of each respective
period.
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 Securities Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.
At September 30, 2006 and 2005, respectively, the Company had working capital of
approximately $(15,000) and $-0-, 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 will be present. However, there is no legal
obligation for either management or significant stockholders to provide
additional future funding. Should this pledge 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's need for working 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.
Plan of Business
General
12
The Company intends 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.
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 with a private
company, 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 shareholders or general
partners:
(1) will not 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 not 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 not have been a defendant in a civil action which resulted in a
final judgement 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.
(3) 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 will be present. However, there is no legal
obligation for either management or significant stockholders to provide
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additional future funding. Should this pledge 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 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.
The Company does not currently contemplate making a Regulation S offering.
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.
Item 3 - Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer,
we conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2006.
Based on this evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures are
effective in alerting them on a timely basis to material information
relating to our Company required to be included in our reports filed or
submitted under the Exchange Act.
(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
September 30, 2006 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
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
(Signatures follow on next page)
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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 VI, Inc.
Dated: October 30, 2006 /s/ Timothy P. Halter
---------------- -----------------------------------------
Timothy P. Halter
President, Chief Executive Officer,
Chief Financial Officer and Sole Director
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