BTHC XV, Inc. - FORM 10-K - XML - IDEA: XBRL DOCUMENT - April 19, 2012

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v2.4.0.6
DESCRIPTION OF BUSINESS AND ORGANIZATION
 12 Months Ended
Dec. 31, 2011
DESCRIPTION OF BUSINESS AND ORGANIZATION

NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Organization

 

BTHC XV, Inc. (the “Company”) was formed on March 31, 2006 and incorporated on August 16, 2006 in the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to BTHC XV, LLC, a Texas Limited Liability Company which was discharged from bankruptcy on November 29, 2004.  The effective date of the merger of BTHC XV, Inc. and BTHC XV, LLC was August 16, 2006. On October 18, 2010, the Company (i) closed a share exchange transaction pursuant to which BTHC XV became the 100% parent of Long Fortune Valley Tourism International (Cayman) Limited (“LFVT Cayman”), (ii) assumed the operations of LFVT Cayman and its subsidiaries, including Rich Valley Capital Holding Limited (Rich Valley”), Long Fortune Valley Tourism International (Hong Kong) Limited (“LFHK”), and Shandong Longkong Travel Management Co., Ltd. (“Longkong”).

 

LFVT Cayman was incorporated on December 9, 2009 as an exempted company limited by shares in the Cayman Islands.  The Company is 45.7% owned by Grand Fountain Capital Holding Limited (a Cayman Islands company 99.8% owned by Chen, Rongxia, Zhang, Shanjiu’s spouse), 28.9% owned by Zhang, Qian, Zhang, Shanjiu’s daughter, 22% owned by Zhang, Shanjiu, 2.9% owned by Li, Shikun and 0.5% owned by Yu, Xinbo, LFVT Cayman has 50,000 common shares authorized with $1.00 par value each and 1,750 shares issued and outstanding. Since inception, the Company has not conducted any substantive operations of its own, except to serve as a holding company that owns 100% of the equity of Rich Valley, a British Virgin Islands company that was established by LFVT Cayman on December 9, 2009 as a wholly-owned subsidiary.

 

Rich Valley has 50,000 common shares authorized with no par value and one share issued and outstanding. The share was issued for $1.00. Since inception, Rich Valley has not conducted any substantive operations of its own, except to serve as a holding company that owns 100% of the equity of LFHK, a Hong Kong company that was established by Rich Valley on December 22, 2009 as a wholly-owned subsidiary.

 

LFHK has 10,000 common shares authorized with HK$1.00 par value each and 10,000 shares issued and outstanding. Since inception, LFHK has not conducted any substantive operations of its own, except to serve as a holding company that owns 100% of the equity of Longkong, a limited liability company organized in the PRC on March 15, 2004.  Longkong operates its business in Linyi City, Yishui County, Shandong Province, PRC.

 

Longkong was organized with an initial registered capital of approximately $2.4 million, which was 79.2% owned by Zhang Shanjiu and 20.8% owned by Zhang Qian, Zhang Shanjiu’s daughter.  Since then the Company experienced several equity transactions and by the end of 2008, the Company was 100% held by Long Fortune Valley Limited, a company organized under the laws of Gibraltar (“Fortune Valley”) with registered capital of approximately $967,000. Fortune Valley was a company that was established on behalf of Zhang, Shanjiu by a third party trustee in Gibraltar.  The shares of Fortune Valley were held in trust for the benefit of Zhang, Shanjiu, who beneficially owned the shares of Fortune Valley and had the ability to exercise control over Fortune Valley.  On December 29, 2009, Fortune Valley sold 100% of the equity interests in Longkong to LFHK for $1. In December 2010, Longkong’s registered capital increased to approximately $4.2 million.

 

Pursuant to the acquisitions described above, the Company acquired all the equity interests of the subsidiaries under common control as all of the entities are ultimately controlled by the same parties (Zhang, Shanjiu and his immediate family).  Accordingly, the financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods and the acquisitions had occurred as of the beginning of the earliest period presented in the accompany financial statements.

 

Nature of operations

 

The business scope of Longkong is tourism development.  The key business project is a cave named the “Underground Grand Canyon” that is located in Linyi City, Yishui County, Shandong Province, PRC.  The Underground Grand Canyon tourist destination, at 6,100 meters (approximately 3.75 miles), is the longest cave system in northern China and contains several stalactite and stalagmite formations, as well as rivers and streams.  To date, approximately 3,100 meters (approximately 2 miles) have been developed into five entertainment attractions, including: (i) the “Underground Water Drifting” attraction; (ii) the “Electric Slide Car” attraction; (iii) the “Battery Vehicle” attraction; (iv) the “Strop Ropeway” attraction; and (v) the “Treasure Hunting Cave”. Revenue is generated from admission tickets, water drifting attraction fees, rail car fees and other fees and services, including battery vehicle fees, strop ropeway fees, treasure hunting cave fees and parking fees.  An admission ticket is for general access to the “Underground Grand Canyon” tourist destination.  Visitors are charged additional fees for the entertainment attractions in and around the Underground Grand Canyon.

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