UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark one)

[X]	Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2010~~2011

[ ]	Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from ______________ to _____________

Commission File Number: 000-52722

BTHC XIV, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

~~8235~~1601 ~~Douglas~~Elm ~~Avenue~~Street, Suite ~~1100~~4600, Dallas, TXTexas ~~75225~~75201

(Address of Principal Executive Offices)

(214) 237-5348

(Registrant’s Telephone Number)

8235 Douglas Avenue, Suite 1100, Dallas TX 75225

(Former name or former address, if changed since last report)

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

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

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

Yes [ ]No [ X ]

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

Yes [ ]No [ X ]

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

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post files). Yes [__ X ] No [__ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by check mark whether the registrant is a 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 [_]	Accelerated filer [_]
	Non-accelerated filer [_]	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 [ ]

The aggregate market value of voting and non-voting common equity held by non-affiliates as of ~~January~~March 1126, ~~2011~~2012 was approximately $ -0- based upon 300,232 shares held by non-affiliates and a closing market price of $0.00 per share on ~~January~~March 1126, ~~2011~~2012.

As of ~~January~~March 1126, ~~2011~~2012, there were 6,004,640 shares of Common Stock issued and outstanding.

BTHC XIV, Inc.

Form 10-K for the Year ended December 31, ~~2010~~2011

Index to Contents

		Page Number
Part I
Item 1	Business	3
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	4
Item 2	Properties	4
Item 3	Legal Proceedings	4
Item 4	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures	4
Part II
Item 5	Market for Registrant’s Common Equity,
	Related Stockholder Matters and
	Issuer Purchases of Equity Securities	5
Item 6	Selected Financial Data	6
Item 7	Management’s Discussion and Analysis of
	Financial Condition and Results of Operations	76
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements with Accountants
	on Accounting and Financial Disclosure	9
Item 9A	Controls and Procedures	109
Item 9B	Other Information	10
Part III
Item 10	Directors, Executive Officers and Corporate Governance	11
Item 11	Executive Compensation	1312
Item 12	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters	13
Item 13	Certain Relationships and Related Transactions, and Director Independence	1413
Item 14	Principal Accounting Fees and Services	14
Part IV
Item 15	Exhibits, Financial Statement Schedules	1514
Signatures		2927

Caution Regarding Forward-Looking Information

Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

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

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

PART I

Item 1 - Business

General

BTHC XIV, Inc. ("“Company"”) was formed on March 31, 2006, and incorporated on August 16, 2006, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to BTHC XIV, LLC, a Texas Limited Liability Company which was discharged from bankruptcy on November 29, 2004. The effective date of the merger of BTHC XIV, Inc. and BTHC XIV, LLC was August 16, 2006.

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

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

We are a development stage company and a shell company as defined in Rule 405 under the Securities Act of 1933, or the Securities Act, and Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act. We are a shell company because we have no operations and no or nominal assets. Our principal office is located at ~~8235~~1601 ~~Douglas~~Elm ~~Avenue~~Street, Suite ~~1100~~4600, Dallas TX ~~75225~~75201 and our telephone number is (214) 237-5348.

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

History

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

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

On March 28, 2003, Ballantrae filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code. On November 29, 2004, the bankruptcy court approved the First Amended Joint Plan of Reorganization, or the Plan of Reorganization, as presented by Ballantrae, its affiliates and their creditors. On August 16, 2006, pursuant to the Plan, BTHC XIV, LLC was merged into BTHC XIV, Inc., a Delaware corporation.

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

Business Plan

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

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

Employees

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

Item 1A - Risk Factors

Not applicable.

Item 1B - Unresolved Staff Comments

None

Item 2 - Properties

The Company currently maintains a mailing address at ~~8235~~1601 ~~Douglas~~Elm ~~Avenue~~Street, Suite ~~1100~~4600, Dallas TX ~~75225~~75201 and our telephone number is (214) 237-5348.

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

However, it is not possible at this time to predict what arrangements will actually be made with respect to future office facilities.

Item 3 - Legal Proceedings

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

Item 4 - ~~[Removed~~Mine ~~and~~Safety ~~Reserved]~~Disclosures

Not applicable.

PART II

Item 5 - Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Trading and Eligibility for Future Sale

The Company’s securities are eligible for trading on the OTC Bulletin Board under SEC Rule 15c2-11, ~~subsection~~Subsection (a)(5). The Company’s trading symbol is BXIV. As of the date of this report, there have been no known trades of the Company’s securities.

We relied, based on the confirmation order we received from the Bankruptcy Court, on Section 1145(a)(1) of the Bankruptcy Code to exempt from the registration requirements of the Securities Act of 1933, as amended, both the offer of the Plan Shares, as defined in the Plan of ~~Reorgainzation~~ Reorganization, which may have been deemed to have occurred through the solicitation of acceptances of the Plan of Reorganization and the issuance of the Plan Shares pursuant to the Plan of Reorganization. In general, offers and sale of securities made in reliance on the exemption afforded under Section 1145(a)(1) of the Bankruptcy Code are deemed to be made in a public offering, so that the recipients thereof, are free to resell such securities without registration under the Securities Act.

Holders

As of December 31, ~~2010~~2011, there were a total of 6,004,640 shares of our common stock outstanding, held by approximately ~~520~~ 429 stockholders of record.

Stock Splits

~~On July 1, 2008, the Company’s Board of Directors declared an 80% (0~~None.8-for-1) forward stock split dividend on the issued and outstanding shares of its common stock, which was payable on July 16, 2008 to stockholders of record on July 11, 2008. Pursuant to the common stock dividend, stockholders received 0.8 new shares of common stock for each one share of common stock held by them on the record date. No fractional shares were issued in connection with common stock dividend and any fractional interests were rounded up to the nearest whole share. As a result of this action, the total number of issued and outstanding shares of the Company's common stock were increased from 500,007 shares to approximately 900,036 shares.

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

The effects of these actions are reflected in the accompanying financial statements as of the first day of the first period presented.

Recent Sales of Unregistered Securities

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

Common Stock

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

Provisions Having A Possible Anti-Takeover Effect

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

Preferred Stock

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

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

Restricted Securities

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

Dividends

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

Transfer Agent

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

Reports to Stockholders

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

Item 6 - Selected Financial Data

Not applicable

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

~~(1)~~ Caution Regarding Forward-Looking Information

~~(2) General~~6

General

The Company was formed on March 31, 2006, and incorporated on August 16, 2006, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to BTHC XIV, LLC, a Texas Limited Liability Company which was discharged from bankruptcy on November 29, 2004. The effective date of the merger of BTHC XIV, Inc. and BTHC XIV, LLC was August 16, 2006.

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

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

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

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

7Results of Operations

~~(3) Results~~The Company had no revenue for either of ~~Operations~~the years ended December 31, 2011 or 2010, respectively.

~~The~~General ~~Company~~and ~~had~~administrative noexpenses ~~revenue~~ for ~~either~~each of the years ended December 31, 2011 and 2010 orwere ~~2009~~approximately $13,900 and $28,200, respectively. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of periodic reports pursuant to the Exchange Act. It is anticipated that future expenditure levels will increase as the Company implements its business plan. Earnings per share for the respective years ended December 31, 2011 and 2010 were approximately $(0.00) and $(0.01) based on the weighted-average shares issued and outstanding at the end of each respective period.

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

It is anticipated that future expenditure levels will remain in line relatively consistent until such time that the Company implements its current business plan. Upon the opening of a restaurant/bar facility, it is anticipated that the Company’s expenses will increase significantly.

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

~~(4) Liquidity and Capital Resources~~7

AtLiquidity ~~December 31, 2010~~ and ~~2009,~~Capital ~~respectively, the Company had working capital of approximately $(58,000) and $(36,000), respectively.~~Resources

~~The~~At ~~Company's~~December ~~ultimate~~31, ~~existence~~2011 ~~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~~2010, ~~on a timely basis. Further~~respectively, the Company ~~faces~~had ~~considerable~~working ~~risk~~capital ~~in its business plan and a potential shortfall~~ of ~~funding~~approximately ~~due to our inability to raise capital. If no additional operating capital is received during the next twelve months~~$(72,400) ~~the Company will be forced to rely on existing cash in the bank~~ and ~~additional~~$(58,500), ~~funds loaned by management and/or significant stockholders~~respectively.

The Company’'s ~~Certificate~~ultimate ofexistence ~~Incorporation~~is ~~authorizes~~dependent ~~the~~upon ~~issuance~~its ofability up to ~~10,000,000~~generate ~~shares~~sufficient ofcash ~~preferred~~flows ~~stock~~from ~~and~~operations ~~40,000,000~~to ~~shares~~support ofits ~~common~~daily ~~stock. The~~operations ~~Company’s~~as ~~ability~~well as provide sufficient resources to ~~issue~~retire ~~preferred~~existing ~~stock~~liabilities ~~may~~and ~~limit~~obligations ~~the~~on ~~Company’s~~a ~~ability~~timely tobasis. Further, ~~obtain~~the ~~debt~~Company orfaces ~~equity~~considerable ~~financing~~risk asin ~~well~~its asbusiness ~~impede~~plan and a potential ~~takeover~~shortfall of ~~the~~funding ~~Company,~~due ~~which~~to ~~takeover~~our ~~may~~inability beto raise capital in the ~~best~~equity ~~interest~~securities ~~of stockholders~~market. ~~The~~If ~~Company’s~~no ~~ability~~additional tooperating ~~issue~~capital ~~these~~is ~~authorized~~received ~~but~~during ~~unissued~~the ~~securities~~next ~~may~~twelve ~~also~~months, ~~negatively~~the ~~impact~~Company ~~our~~will ~~ability~~be forced to ~~raise~~rely ~~additional~~on ~~capital~~existing ~~through~~cash in the ~~sale~~bank ofand ~~our~~additional ~~debt~~funds loaned by management and/or ~~equity~~significant ~~securities~~stockholders.

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

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

Further, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company.

In such a restricted cash flow scenario, the Company would be unable to implement its business plan, 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.

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

8Critical Accounting Policies

(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.

~~(6)~~ Effect of Climate Change Legislation

The Company currently has no known or identified exposure to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant. Additionally, any currently proposed or to-be-proposed-in-the-future legislation concerning climate change activities, business operations related thereto or a publicly perceived risk associated with climate change could, potentially, negatively impact the Company’s efforts to operate a restaurant/bar concept.

Item 7A - Quantitative and Qualitative Disclosures about Market Risk

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.

Item 8 - Financial Statements and Supplementary Data

The required financial statements begin on page F-1 of this document.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A - Controls and Procedures

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

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

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

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

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

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

Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.

Management's assessment of the effectiveness of the Company's internal control over financial reporting is as of the year ended December 31, 2010. We are currently considered to be a shell company in as much as we have no current operations, revenues or employees. Because we have only one officer and director, the Company's internal controls are deficient for the following reasons, (1) there are no entity level controls because there is only one person serving in the dual capacity of sole officer and sole director, (2) there are no segregation of duties as that same person approves, enters, and pays the Company's bills, and (3) there is no separate audit committee. As a result, the Company's internal controls have an inherent weakness which may increase the risks of errors in financial reporting under current operations and accordingly are deficient as evaluated against the criteria set forth in the Internal Control - Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2010.9

Management's assessment of the effectiveness of the Company's internal control over financial reporting is as of the year ended December 31, 2011. We are currently considered to be a shell company in as much as we have no current operations, revenues or employees. Because we have only one officer and director, the Company's internal controls are deficient for the following reasons, (1) there are no entity level controls because there is only one person serving in the dual capacity of sole officer and sole director, (2) there are no segregation of duties as that same person approves, enters, and pays the Company's bills, and (3) there is no separate audit committee. As a result, the Company's internal controls have an inherent weakness which may increase the risks of errors in financial reporting under current operations and accordingly are deficient as evaluated against the criteria set forth in the Internal Control - Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2011.

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

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, ~~2010~~2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures.

Item 9B - Other Information

Not applicable.

PART III

Item 10 - Directors, Executive Officers and Corporate Governance

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

	Name	Age	Position Held and Tenure
	Patrick D. Souter	4547	President, Chief Executive Officer Chief Financial Officer and Director

The director named above will serve until the next annual meeting of stockholders or until their successors are duly elected and have qualified. Directors are elected for one-year terms at the annual stockholders meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between Mr. Souter or any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect directors to our board. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs. Our board of directors does not have any committees at this time.

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

Biographical Information

Patrick D. Souter received his BBA in Finance and Juris Doctorate from Baylor University in 1987 and 1991, respectively. While Mr. Souter maintains a transaction-based legal practice, he has substantial experience the restaurant and bar industry. Mr. Souter has been an owner of Gator’s Croc & Roc, a restaurant and piano bar located in the historic West End area of downtown Dallas, Texas since 2003. Gator’s Croc & Roc is a primary entertainment venue for those who live and work in Downtown Dallas. In addition, the locale is popular for those attending events at the American Airlines Center and Dallas Convention Center. In addition, Mr. Souter is an owner of Gator’s Bar and Grill geared for those individuals and families living in the proximity of its location in the Dallas suburb of Carrollton, Texas.

Director Resignation

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

Indemnification of Officers and Directors.

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

conducted himself in good faith;

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

in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful.

A corporation may indemnify a person under the Delaware law against judgments, penalties, including excise and similar taxes, fines, settlement, unreasonable expenses actually incurred by the person in connection with the proceeding. If the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation. The corporation may also pay or reimburse expenses incurred by a person in connection with his appearance as witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding.

11Our Certificate of Incorporation provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for an act or omission in such directors' capacity as a director; provided, however, that the liability of such director is not limited to the extent that such director is found liable for (a) a breach of the directors' duty of loyalty to us or our stockholders, (b) an act or omission not in good faith that constitutes a breach of duty of the director to us or an act or omission that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, or (d) an act or omission for which the liability of the director is expressly provided under Delaware law. Limitations on liability provided for in our Certificate of Incorporation do not restrict the availability of non-monetary remedies and do not affect a director's responsibility under any other law, such as the federal securities laws or state or federal environmental laws.

~~Our~~We ~~Certificate~~believe ~~of Incorporation provides~~ that ~~none~~these ofprovisions ~~our~~will ~~directors~~assist ~~shall be personally liable to~~ us orin ~~our~~attracting ~~stockholders~~and ~~for~~retaining ~~monetary~~qualified ~~damages~~individuals ~~for~~to anserve ~~act~~as orexecutive officers ~~omission~~and ~~in such~~ directors'. The ~~capacity~~inclusion asof athese ~~director;~~provisions ~~provided,~~in ~~however,~~our ~~that~~Certificate ~~the liability~~ of ~~such~~Incorporation ~~director~~may ishave ~~not limited to~~ the ~~extent~~effect ~~that~~of reducing ~~such~~a ~~director~~likelihood isof ~~found~~derivative ~~liable~~litigation ~~for~~against ~~(a)~~our ~~a breach of the~~ directors~~' duty~~ ofand ~~loyalty~~may todiscourage us or ~~our~~deter stockholders, ~~(b) an act~~ or ~~omission~~management ~~not~~from inbringing ~~good~~a ~~faith~~lawsuit ~~that~~against ~~constitutes~~directors afor breach of their duty of ~~the director to us or an act or omission that involves intentional misconduct or a knowing violation of the law~~case, ©even athough ~~transaction~~such ~~from which the director received~~ an ~~improper benefit, whether or not the benefit resulted from an~~ action ~~taken within the scope of the director's office~~, orif (d) an act or omission for which the liability of the director is expressly provided under Delaware law. Limitations on liability provided for in our Certificate of Incorporation do not restrict the availability of non-monetary remedies and do not affect a director's responsibility under any other lawsuccessful, ~~such~~might asotherwise ~~the~~have ~~federal~~benefitted ~~securities~~us ~~laws~~ or ~~state~~our ~~or federal environmental laws~~stockholders.

We believe that these provisions will assist us in attracting and retaining qualified individuals to serve as executive officers and directors. The inclusion of these provisions in our Certificate of Incorporation may have the effect of reducing a likelihood of derivative litigation against our directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their duty of case, even though such an

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

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

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

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors and person who own more than 10% of our common stock to file reports regarding ownership of and transactions in our securities with the Commission and to provide us with copies of those filings. Based solely on our review of the copies received by or a written representation from certain reporting persons we believe that during fiscal year ended December 31, ~~2010~~2011, we believe that all eligible persons are in compliance with the requirements of Section 16(a).

Conflicts of Interest

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

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

(1)

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

(2)

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

(3)

No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

(4)

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

Item 11 - Executive Compensation

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

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Patrick D. Souter, Principal Executive Officer	2011 2010 2009 ~~2008~~	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-	$-0- $-0- $-0-
Timothy P. Halter, Former Principal Executive Officer	2010 2009 ~~2008~~	$-0- $-0- ~~$-0-~~	$-0- $-0- ~~$-0-~~	$-0- $-0- ~~$-0-~~	$-0- $-0- ~~$-0-~~	$-0- $-0- ~~$-0-~~	$-0- $-0- ~~$-0-~~	$-0- $-0- ~~$-0-~~	$-0- $-0- ~~$-0-~~

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

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

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

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

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

(1) On ~~January~~March 1126, ~~2011~~2012, there were 6,004,640 shares of our common stock outstanding and no shares of preferred stock issued and outstanding. We have no outstanding stock options or warrants.

(2)

Under applicable SEC rules, a person is deemed the "beneficial owner" of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person's economic interest in the security. Under SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security.

(3) In determining the percent of voting stock owned by a person on ~~January~~March 1126, ~~2011~~2012 (a) the numerator is the number of shares of common stock beneficially owned by the person, including shares the beneficial ownership of which may be acquired within 60 days upon the exercise of options or warrants or conversion of convertible securities, and (b) the denominator is the total of (i) the 6,004,640 shares of common stock outstanding on ~~January~~March 1126, ~~2011~~2012, and (ii) any shares of common stock which the person has the right to acquire within 60 days upon the exercise of options or warrants or conversion of convertible securities. Neither the numerator nor the denominator includes shares which may be issued upon the exercise of any other options or warrants or the conversion of any other convertible securities.

13(4) Mr. Souter is our president and director. His address is 1601 Elm Street, Suite 4600, Dallas TX 75201.

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

(5)	Mr. Halter is our former president and served as a director through January 17, 2011. He also is a member of Halter Financial Investments GP, LLC, the general partner of Halter Financial Investments L.P. Mr. Halter's address is 12890 Hilltop Road, Argyle, Texas 76226.

(6)	Mr. Halter is deemed to beneficially own the Plan Shares owned by Halter Financial Investments, L.P.

Changes in Control

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

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

There are no identified relationships or transactions between us and any of our directors, officers and principal stockholders other than the Company currently maintains a mailing address at ~~8235~~1601 ~~Douglas~~Elm ~~Avenue~~Street, Suite ~~1100~~4600, Dallas TX ~~75225~~75201 and our telephone number of (214) 237-5348.

Director Independence

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

(Remainder of this page left blank intentionally)

Item 14 - Principal Accounting Fees and Services

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

	Year ended		Year ended
	December 31,		December 31,
	2010		2009
	2011		2010
1. Audit fees	$	5,~~200~~963	$	45,~~300~~200
2. Audit-related fees		-		-
3. Tax fees		~~235~~335		-235
4. All other fees		-		-
Totals	$	56,~~435~~298	$	45,~~300~~435

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

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

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

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

14PART IV

Item 15 - Exhibits, Financial Statement Schedules

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

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

~~(Remainder~~101 ofInteractive ~~this~~data ~~page~~files ~~left~~pursuant ~~blank~~to ~~intentionally)~~Rule 405 of Regulation S-T.

(Financial statements follow on next page)

1514

BTHC XIV, Inc.

(a development stage company)

Contents

	Page
Report of Registered Independent Certified Public Accounting Firm	F-2
Financial Statements
Balance Sheets
as of December 31, 2010 and 2009	F-3
as of December 31, 2011 and 2010	F-3
Statements of Operations and Comprehensive Loss
for the years ended December 31, 2010 and 2009 and
for the years ended December 31, 2011 and 2010 and
for the period from November 29, 2004 (date of bankruptcy settlement)
through December 31, 2010	F-4
through December 31, 2011	F-4
Statements of Changes in Stockholders' Equity
for the period from November 29, 2004 (date of bankruptcy settlement)
through December 31, 2010	F-5
through December 31, 2011	F-5
Statements of Cash Flows
for the years ended December 31, 2010 and 2009 and
for the years ended December 31, 2011 and 2010 and
for the period from November 29, 2004 (date of bankruptcy settlement)
through December 31, 2010	F-6
through December 31, 2011	F-6
Notes to Financial Statements	F-7

F - 1

LETTERHEAD OF S. W. HATFIELD, CPA

REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

BTHC XIV, Inc.

We have audited the accompanying balance sheets of BTHC XIV, Inc. (a Delaware corporation and a development stage company) as of December 31, ~~2010~~2011 and ~~2009~~2010 and the related statements of operations and comprehensive loss, changes in stockholders' equity and cash flows for each of the years ended December 31, ~~2010~~2011 and ~~2009~~2010 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, ~~2010~~2011, respectively. These financial statements are the sole responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BTHC XIV, Inc. (a development stage company) as of December 31, ~~2010~~2011 and ~~2009~~2010 and the results of its operations and cash flows for each of the years ended December 31, ~~2010~~2011 and ~~2009~~2010 and the period from November 29, 2004 (date of bankruptcy settlement) through December 31, ~~2010~~2011, respectively, in conformity with generally accepted accounting principles generally accepted in the United States of America.

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

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

Dallas, Texas

~~January~~March 1127, ~~2011 (except for Note I~~2012

as to which the date is January 13, 2011)

F - 2

BTHC XIV, Inc.

(a development stage company)

Balance Sheets

December 31, ~~2010~~2011 and ~~2009~~2010

	December 31,			December 31,
	2010			2009
	2011			2010
ASSETS
Current Assets
Cash on hand and in bank	$	51,~~750~~261		$	-5,750
Total Assets	$	51,~~750~~261		$	-5,750
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable - trade	$	-910		$	-
Due to controlling stockholder		6472,~~231~~731			3564,~~960~~231
Total Liabilities		6473,~~231~~641			3564,~~960~~231
Commitments and Contingencies
Stockholders' Equity (Deficit)
Preferred stock - $0.001 par value
10,000,000 shares authorized.
None issued and outstanding		-			-
Common stock - $0.001 par value.
40,000,000 shares authorized.
6,004,640 and 300,232 shares
6,004,640 shares
issued and outstanding		6,004			300
issued and outstanding, respectively.		6,004			6,004
Additional paid-in capital		746			~~700~~746
Deficit accumulated during the development stage		(6579,~~231~~130	)		(3665,~~960~~231	)
Total Stockholders' Equity (Deficit)		(5872,~~481~~380	)		(3558,~~960~~481	)
Total Liabilities and
Total Liabilities and Stockholders’ Equity (Deficit)	$	1,261		$	5,750
Stockholders’ Equity (Deficit)	$	5,750		$	-

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

F - 3

BTHC XIV, Inc.

(a development stage company)

Statements of Operations and Comprehensive Loss

Years ended December 31, ~~2010~~2011 and ~~2009~~2010 and

Period from November 29, 2004 (date of bankruptcy settlement) through December 31, ~~2010~~2011

							Period from
							November 29, 2004
							(date of bankruptcy
	Year ended			Year ended			settlement) through
	December 31,			December 31,			December 31,
	2010			2009			2010
	2011			2010			2011
Revenues	$	-		$	-		$	-
Operating expenses
Reorganization costs		-			-			2,308
Professional fees		256,~~537~~342			825,~~420~~537			5460,~~011~~353
General and administrative costs		27,~~734~~557			2,~~169~~734			816,~~912~~469
Total operating expenses		2813,~~271~~899			1028,~~589~~271			6579,~~231~~130
Income from operations		(2813,~~271~~899	)		(1028,~~589~~271	)		(6579,~~231~~130	)
Provision for income taxes		-			-			-
Net loss		(2813,~~271~~899	)		(1028,~~589~~271	)		(6579,~~231~~130	)
Other comprehensive income		-			-			-
Comprehensive loss	$	(2813,~~271~~899	)	$	(1028,~~589~~271	)	$	(6579,~~231~~130	)
Loss per weighted-average share
of common stock outstanding,
computed on net loss - basic
and fully diluted	$	(0.0100	)	$	(0.0401	)	$	(0.0805	)
Weighted-average number of shares
of common stock outstanding -
basic and fully diluted		36,~~635~~004,~~376~~640			~~300~~3,~~232~~635,376			~~848~~1,~~907~~575,737

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

F - 4

BTHC XIV, Inc.

(a development stage company)

Statement of Changes in Stockholders’ Equity (Deficit)

Period from November 29, 2004 (date of bankruptcy settlement) through December 31, ~~2010~~2011

										Deficit
										accumulated
							Additional			during the
	Common Stock						paid-in			development
	Shares			Amount			capital			stage			Total
Stock issued through bankruptcy
settlement on November 29, 2004		500,007		$	500		$	500		$	-		$	1,000
Effect of 0.8 for 1 forward stock split
on July 1, 2008		400,029			400			(400	)		-			-
Effect of 1 for 3 reverse stock split
on July 28, 2009		(599,804	)		(600	)		600			-			-
		300,232			300			700			-			1,000
Net loss for the period		-			-			-			-			-
Balances at December 31, 2004		300,232			300			700			-			1,000
Net loss for the year		-			-			-			-			-
Balances at December 31, 2005		300,232			300			700			-			1,000
Net loss for the year		-			-			-			(3,558	)		(3,558	)
Net loss for the yea		-			-			-			(3,558	)		(3,558	)
Balances at December 31, 2006		300,232			300			700			(3,558	)		(2,558	)
Net loss for the year		-			-			-			(14,707	)		(14,707	)
Balances at December 31, 2007		300,232			300			700			(18,265	)		(17,265	)
Net loss for the year		-			-			-			(8,106	)		(8,106	)
Balances at December 31, 2008		300,232			300			700			(26,371	)		(25,371	)
Net loss for the year		-			-			-			(10,589	)		(10,589	)
Balances at December 31, 2009		300,232			300			700			(36,960	)		(35,960	)
Private placement of common stock
on June 1, 2010		5,704,408			5,704			46			-			5,750
Net loss for the year		-			-			-			(28,271	)		(28,271	)
Balances at December 31, 2010		6,004,640		$	6,004		$	746		$	(65,231	)	$	(58,481	)
Net loss for the year		-			-			-			(13,899	)		(13,899	)
Balances at December 31, 2011		6,004,640		$	6,004		$	746		$	(79,130	)	$	(72,380	)

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

F - 5

BTHC XIV, Inc.

(a development stage company)

Statements of Cash Flows

Years ended December 31, ~~2010~~2011 and ~~2009~~2010

Period from November 29, 2004 (date of bankruptcy settlement) through December 31, ~~2010~~2011

							Period from
							November 29, 2004
							(date of bankruptcy
	Year ended			Year ended			settlement) through
	December 31,			December 31,			December 31,
	2010			2009			2010
	2011			2010			2011
Cash Flows from Operating Activities
Net loss for the period	$	(2813,~~271~~899	)	$	(1028,~~589~~271	)	$	(6579,~~231~~130	)
Adjustments to reconcile net loss
to net cash provided by
operating activities
Increase in accounts payable-trade		-910			-			-910
Net cash used in operating activities		(2812,~~271~~989	)		(1028,~~589~~271	)		(6578,~~231~~220	)
Cash Flows from Investing Activities		-			-			-
Cash Flows from Financing Activities
Cash funded from bankruptcy trust		-			-			1,000
Cash from private placement of common stock		~~5,750~~-			-5,750			5,750
Cash advanced by majority stockholder		288,~~271~~500			1028,~~589~~271			6472,~~231~~731
Net cash provided by financing activities		348,~~021~~500			1034,~~589~~021			7079,~~981~~481
Increase in Cash		5(4,~~750~~489	)		-5,750			51,~~750~~261
Cash at beginning of period		-5,750			-			-
Cash at end of period	$	51,~~750~~261		$	-5,750		$	51,~~750~~261
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid during the period	$	-		$	-		$	-
Income taxes paid during the period	$	-		$	-		$	-

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

F - 6

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements

December 31, ~~2010~~2011 and ~~2009~~2010

Note A - Background and Description of Business

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 Development Stage Entities topic of the FASB Accounting Standards Codification and as a shell company as defined in Rule 405 under the Securities Act of 1933, (Securities Act), and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act).

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

Note B - Bankruptcy Action

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

All assets, liabilities and other claims against the Company and it’s affiliated entities were combined for the purpose of distribution of funds to creditors. Each of the entities otherwise remained separate corporate entities. From the commencement of the bankruptcy proceedings through November 29, 2004 (the effective date of the Plan of Reorganization), all secured claims and/or administrative claims during this period were satisfied through either direct payment or negotiation.

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

F - 7

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, ~~2010~~2011 and ~~2009~~2010

Note B - Bankruptcy Action - Continued

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

Note C - Preparation of Financial Statements

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

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

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

Note D - Going Concern Uncertainty

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

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

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

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.

F - 8

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, ~~2010~~2011 and ~~2009~~2010

Note D - Going Concern Uncertainty - Continued

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

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

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

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

Note E - Summary of Significant Accounting Policies

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

3.	Income taxes

The Company files income tax returns in the United States of America and various states, as appropriate and applicable. As a result of the Company’s bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to ~~August~~January 1, ~~2008~~2009. The Company does not anticipate any examinations of returns filed for periods ending after ~~August~~December 131, 2008.

The Company uses the asset and liability method of accounting for income taxes. At December 31, 2011 and 2010, 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.

F - 9

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, ~~2010~~2011 and ~~2009~~2010

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

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.

As of December 31, ~~2010~~2011 and ~~2009~~2010 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.

Note F - Fair Value of Financial Instruments

(Remainder of this page left blank intentionally)

F - 10

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, ~~2010~~2011 and ~~2009~~2010

Note F - Fair Value of Financial Instruments - Continued

Note G - Income Taxes

The components of income tax (benefit) expense for each of the years ended December 31, ~~2010~~2011 and ~~2009~~2010 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, ~~2010~~2011, respectively, are as follows:

					Period from
					November 29, 2004
					(date of bankruptcy
	Year ended		Year ended		settlement) through
	December 31,		December 31,		December 31,
	2010		2009		2010
	2011		2010		2011
Federal:
Current	$	-	$	-	$	-
Deferred		-		-		-
		-		-		-
State:
Current		-		-		-
Deferred		-		-		-
		-		-		-
Total	$	-	$	-	$	-

As of December 31, ~~2010~~2011, the Company has a net operating loss carryforward(s) of approximately $6579,000 to offset future taxable income. The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s).

~~(Remainder~~The Company's income tax expense for each of ~~this~~the ~~page~~years ~~left~~ended ~~blank~~December ~~intentionally~~31, 2011 and 2010 and for the period from November 29, 2004 (date of bankruptcy settlement) through December 31, 2011, respectively, are as follows:

							Period from
							November 29, 2004
							(date of bankruptcy
	Year ended			Year ended			settlement) through
	December 31,			December 31,			December 31,
	2011			2010			2011

Statutory rate applied to
income before income taxes	$	(4,700	)	$	(9,600	)	$	(26,900	)
Increase (decrease) in income
taxes resulting from:
State income taxes		-			-			-
Other, including reserve for
deferred tax asset and application
of net operating loss carryforward		4,700			9,600			26,900

Income tax expense	$	-		$	-		$	-

The Company’s only temporary difference as of December 31, 2011 and 2010, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of December 31, 2011 and 2010, respectively, the deferred tax asset is as follows:

	December 31,			December 31,
	2011			2010

Deferred tax assets
Net operating loss carryforwards	$	26,900		$	22,200
Less valuation allowance		(26,900	)		(22,200	)

Net Deferred Tax Asset	$	-		$	-

F - 11

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, ~~2010~~2011 and ~~2009~~2010

Note G - Income Taxes - Continued

~~The~~During ~~Company's income tax expense for~~ each of the years ended December 31, ~~2010~~2011 and ~~2009~~2010, ~~and~~respectively, ~~for~~ the ~~period~~valuation ~~from~~allowance ~~November~~against ~~29,~~the ~~2004~~deferred ~~(date~~tax ofasset ~~bankruptcy~~increased ~~settlement)~~by ~~through~~approximately ~~December 31~~$4,700 ~~2010,~~and ~~respectively~~$9, ~~are as follows:~~600.

							Period from
							November 29, 2004
							(date of bankruptcy
	Year ended			Year ended			settlement) through
	December 31,			December 31,			December 31,
	2010			2009			2010
Statutory rate applied to
income before income taxes	$	(9,600	)	$	(3,600	)	$	(22,200	)
Increase (decrease) in income
taxes resulting from:
State income taxes		-			-			-
Other, including reserve for
deferred tax asset and application
of net operating loss carryforward		9,600			3,600			22,200
Income tax expense	$	-		$	-		$	-

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

	December 31,			December 31,
	2010			2009
Deferred tax assets
Net operating loss carryforwards	$	22,200		$	12,600
Less valuation allowance		(22,200	)		(12,600	)
Net Deferred Tax Asset	$	-		$	-

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

Note H - Capital Stock Transactions

Stock splits

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

F - 12

BTHC XIV, Inc.

(a development stage company)

Notes to Financial Statements - Continued

December 31, 2010 and 2009

Note H - Capital Stock Transactions - Continued

Stock splits - continued

The effects of these actions are reflected in the accompanying financial statements as of the first day of the first period presented.

Bankruptcy recapitalization

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

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

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

Stock sales

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

Note I - Subsequent Events

Management has evaluated all activity of the Company through ~~January~~March 1327, ~~2011~~2012 (the issue date of the financial statements) and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to financial statements.

F - 1312

SIGNATURES

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

	BTHC XIV, Inc.
Dated: January 18, 2011	By:	/s/ Patrick D. Souter
Dated: March 27, 2012		/s/ Patrick D. Souter
		Patrick D. Souter
		President, Chief Executive Officer
		Chief Financial Officer and Director

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

	BTHC XIV, Inc.
Dated: March 27, 2012		/s/ Patrick D. Souter
Dated: January 18, 2011	By:	/s/ Patrick D. Souter
		Patrick D. Souter
		President, Chief Executive Officer
		Chief Financial Officer and Director

2927

Filing Compare · BTHC XIV, Inc.