8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2017 (February 13, 2017)

BTHC X, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-52237	20-5456047
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1st Floor, Chapel House, 1-3 Chapel Street, Guildford, Surrey GU1 3UH
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  +44 (0)1483 443000

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b02 of this chapter).

Emerging growth company ☐    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On February 14, 2017, BTHC X, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report that it had completed a reverse merger (the “Business Combination”) with iOra Software Limited, a U.K. company (“iOra”), pursuant to which iOra became a subsidiary of the Company. The Company and iOra are referred to herein as the combined entities. This amendment to the Original 8-K is being filed to amend the management’s discussion and analysis section which was part of the Form 10 information disclosed under Item 2.01 to the Original 8-K and to provide updated financial statements including (i) the audited financial statements for iOra for the period ended December 31, 2016 and (ii) the pro forma financial statements for the combined entities for the period ended December 31, 2016.

This amendment to the Original 8-K also includes disclosures on changes in the Company’s certifying accountant under Item 4.02.

ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in this Report. This management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 14, 2017 (the Original 8-K”) that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.

As the result of the Business Combination and the change in business and operations of the Company, a discussion of the financial results of the Company prior to the Business Combination is not pertinent. Under U.S. generally accepted accounting principles (“U.S. GAAP”), the historical financial results of iOra Software Limited (“iOra”), the accounting acquirer, prior to the reverse merger (“Business Combination”) are considered the historical financial results of the Company.

The following discussion highlights iOra’s results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provide information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on iOra’s audited financial statements for the periods contained in this Report, which we have been prepared in accordance with U.S. GAAP. You should read this discussion and analysis together with the financial statements and the related notes thereto.

Basis of Presentation

The audited financial statements of iOra for the fiscal years ended December 31, 2016 and 2015 include a summary of iOra’s significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature, unless stated otherwise.

Overview

iOra’s original business and technology was founded in 1997 as iOra Limited. Subsequently, iOra Limited changed its name to Infonic Geo-Replicator Ltd. (“Infonic”) in 2008, at which time it became a business of Infonics PLC (then known as Infonic UK Limited or Infonic). Infonic entered into a business transfer agreement in April 2013 with iOra Limited, at which time Infonic changed its name to iOra Software Limited, and acquired the trade and technology assets of its predecessor company iOra Limited. iOra’s business is based around a suite of software products branded as the Geo-Replicator. The Geo-Replicator products provide uninterrupted access to up-to-date information by delivering offline Microsoft SharePoint and other online content replication to allow users in diverse geographical locations to communicate in a secure environment on an uninterrupted basis. The Geo-Replicator’s underlying technology, which was first commercialized in 1997 and has since gone through myriad adaptations, adjustments and iterations as technology and computer systems have evolved, is primarily a solution for replicating data over large and dispersed server estates in a secure manner and over challenging environments. Prior to the Business Combination, iOra was 90% owned by Stocksfield Limited, a UK private investment company (“Stocksfield”), with interests in software and property. Stocksfield provided iOra with certain administrative services and also financed its operations during any period in which iOra had losses. As a result, this financial information reflects iOra’s ownership by a larger group rather than as an independent operation.

1

Results of Operations

Results of Operations for the years ended December 31, 2016 and 2015

Revenues

iOra recognized revenue of $1,990,474 for the year ended December 31, 2016 compared to $1,528,665 for the year ended December 31, 2015. Revenue is classified as either license revenue or service/maintenance revenue. iOra recognized license revenue of $553,064 in 2016 as compared to $197,342 in 2015 and service/maintenance revenue of $1,437,410 in 2016 as compared to $1,331,323 in 2015. This increase in revenue occurred as a result of the recognition of deferred service/maintenance revenue in line with iOra’s revenue recognition policy as well as a large sale of licenses recognized by iOra in 2016.

Cost of Revenues

Total cost of revenue for year ended December 31, 2016 was $5,219 compared to $4,053 for the year ended December 31, 2015. This is not necessarily reflective of a company-wide increase in margin, but can rather be attributed to specific larger sales that were recognized during the period and the fact that those larger sales did not result in iOra incurring significant additional costs.

Total Operating Expenses 

Total operating expenses incurred for the year ended December 31, 2016 were $4,493,150 as compared to $3,277,004 for the year ended December 31, 2015 resulting in an increase of $1,216,146. This increase is primarily due to the recognition of a one-time management fee charged by Stocksfield, the parent entity prior to the Business Combination, in the amount of $1,651,084. This $1,651,084 expense is in recognition of iOra related costs incurred by Stocksfield over and above the iOra day-to-day activities. Had it not been for this one-time expense, total operating costs would have decreased $434,938 in 2016 from 2015.

Aside from the once-off management fee, iOra has maintained an ongoing program to minimize operating expenses, specifically employee costs, which comprise 18% of total operating expenses. iOra has reduced employee costs by 45% since the 2015 fiscal year.

Selling Expenses

Selling expenses reflect the indirect costs attributed to the sales and marketing of iOra. A reduction to $19,370 for the year ended December 31, 2016, as compared to the year ended December 31, 2015 of $161,472, reflecting iOra’s approach to continued cost reduction. The revenues recognized from the renewal of existing product licenses do not incur the same level of selling expenses as new licenses therefore margins are higher and the associated selling expenses are reduced.

General and Administrative Expenses

The decrease of $801,895 in general and administrative expenses from $2,307,305 for the year ended December 31, 2015 to $1,505,410 for the year ended December 31, 2016 was primarily due to iOra significantly reducing staffing costs by retaining fewer employees. This was primarily accomplished by utilizing the services of Stocksfield.

2

Management Fees

iOra’s management fees reflect charges for expenses and services provided by Stocksfield to iOra in relation to general administrative efforts as well as the supply of management expertise by Stocksfield executives. iOra found it cost effective to utilize Stocksfield’s services to reduce employee, overhead, and management costs. The respective increase in management fees for the year ended December 31, 2016 to $2,968,370 from $808,227 for the year ended December 31, 2015 is a direct consequence of that effort as well as a one-time repayment of historic costs incurred by Stocksfield on behalf of iOra in the amount of $1,651,084

Going forward Stocksfield will charge a fee for the services it provides to iOra by way of a service agreement, dated February 13, 2017 (the “Service Agreement”). The expected cost of this Service Agreement is some £35,000 (approximately $45,000) per calendar month. The Service Agreement was filed as Exhibit 10.6 to the Original 8-K and is incorporated herein by reference.

The Board intends to hire sufficient executives so that over a 12-14-month period Stocksfield will be able to gradually withdraw its services, after which time Stocksfield will simply be a large shareholder of the Company.

Financial Condition, Liquidity and Capital Resources

Historically the business has been funded by a mixture of retained earnings and bank loan facilities, and, when and where necessary, by loans from Stocksfield. Following the Business Combination and completion of an initial debt funding and subsequent private placement, the sum of $3,000,539 will be paid to Stocksfield in order to repay previously provided outstanding capital contributions.

The payment is owed as a result of the Business Combination crystallizing the repayment of Stocksfield debt to Forum International a Luxembourg lender, Coutts Bank and other minor lenders, as described in more detail in the section entitled Business Description – Financing in the Original 8-K.

iOra, being a major asset of Stocksfield, is cross-guarantor to these borrowings and, as a result, Stocksfield’s contribution of its shares in iOra creates a repayment event.

Specifically, Coutts Bank benefitted from a direct debenture from iOra. The repayment of the outstanding balance owing to Coutts was repaid on May 8, 2017 and this charge has been removed.

iOra has developed a detailed financial plan to repay all secured creditors based on its outstanding obligations at year end, including trade creditors and its obligations with regards to its agreement with Stocksfield which iOra expects to repay from the proceeds of a future offering.

The balance sheet at closing has one direct secured creditor, Bibby Financial Services (“BFS”). BFS was owed $423,338 as of December 31, 2016. BFS was fully repaid on May 3, 2017 from revenue proceeds. As a result of the satisfaction of this debt with BFS, this charge has been removed.

Management projects that the proceeds from the combination of trade receipts and raising new equity will enable iOra to repay its creditors, and meet its obligations to Stocksfield, as detailed above, while maintaining sufficient working capital for the foreseeable future.

3

Cash and Working Capital

iOra maintains a detailed month by month cash flow forecast which is updated on a rolling 18-month cycle.

For the past two fiscal years, iOra incurred negative cash flow from operations as a result of the variability of iOra’s receipt of customer payments for goods sold or services rendered, as compared to the relatively fixed costs of iOra’s business. As of December 31, 2016, iOra had a cash overdraft of $547 as compared to a cash balance of $274 for the period ended December 31, 2015. Net cash provided by/(used) in operations for the same periods were ($402,977) and $310,355, respectively.

Sources of Liquidity

iOra has largely been financed by cash flow from operations, overdraft and inter-company loans from Stocksfield. iOra has also previously used the services of an invoice discounting facility provided by Bibby Invoice Discounting Limited, through which we have occasionally obtained loans against iOra’s trade receipts.

Off-Balance Sheet Arrangements

iOra was co-guarantor with regard to a loan at Coutts Bank in the name of Stocksfield, which was settled in full on May 8, 2017. The loan was a formalization of an historical overdraft facility with which Stocksfield partly financed iOra’s operations. The amount outstanding under the loan as of December 31, 2016 was $288,142. Subssequent to settlement and formal removal of the charge, iOra was released from its contingent obligations to Coutts Bank and their charge over iOra’s balance sheet was released. There are no other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, other than those disclosed.

Inflation

We do not believe our business operations have been materially affected by inflation.

Critical Accounting Policies, Estimates, and Judgments

Basis of Presentation

The consolidated financial statements include the accounts of iOra and its wholly owned U.S. subsidiary, iOra Inc. All significant intercompany transactions have been eliminated in consolidation.

iOra has prepared the accompanying consolidated financial statements pursuant to U.S. generally accepted accounting principles (U.S. GAAP).

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Management uses its historical records and knowledge of its business in making estimates.  Accordingly, actual results could differ from those estimates.

Use of Estimates 

The preparation of financial statements in conformity with U.S. GAAP 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. The significant areas requiring the use of management estimates include, but are not limited to, estimated useful life and residual value of property, plant and equipment, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our consolidated financial statements.

4

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.

Revenue Recognition

Revenue comprises revenue recognized by iOra in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Software license fees are recognized as revenue when delivery of the software has occurred provided a signed agreement is in place, the license fee is fixed and determinable, no specific vendor obligations remain and the collection of the fee is probable. 

Service/Maintenance contracts are invoiced in advance and income is recognized on a straight-line basis over the life of the contract. Where receipts exceed recognized income on a contract iOra defers the relevant amount to be released over the remainder of the contract.

For certain key customer contracts iOra utilizes the services of sales partners who assist with the concluding of these contracts. In certain, but not all, instances a fee is agreed to with the partner for providing these services. Where a sales partner is used, the partner is invoiced directly and they are responsible for invoicing the final customer. When a fee is agreed to it is netted off the face value of the amount invoiced to the sales partner to arrive at the sales figure. iOra is of the view that this accurately reflects the substance of the underlying transaction and relationship and other alternatives would result in an overstatement of revenue.

Foreign Currency Translation and Comprehensive Income Loss

iOra’s reporting currency is U.S. Dollars. The accounts of iOra are maintained using the appropriate local currency, the British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at the balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or for the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive income (loss). Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. 

Recently Issued Accounting Standards

ASU 2016-16

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other Than Inventory. This new standard eliminates the exception for an intra-entity transfer of an asset other than inventory. Under the new standard, entities should recognize the income tax consequences on an intra-entity transfer of an asset other than inventory when the transfer occurs. This new standard will be effective for the Company on January 1, 2018 and will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.

ASU 2016-15

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. The Company has not yet completed the analysis of how adopting this guidance will affect its consolidated financial statements.

5

ASU 2016-02

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for us on January 1, 2019. The adoption of this standard is not expected to have a material impact on its net financial position, but will impact our assets and liabilities. The Company is currently evaluating the potential impact that this standard may have on our results of operations.

ASU 2015-14

In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606)." The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09.

ASU 2015-05

In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically, about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows.

ASU 2015-02

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis," which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE"), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.

In addition, the Company has evaluated other recent pronouncements and believes that none of them will have a material impact on the Company's financial position, results of operations or cash flows.

6

Item 4.01 Changes in Company's Certifying Accountant.

(1) Previous Independent Registered Public Accounting Firm

(i) On August 22, 2017, the Company dismissed its independent registered public accounting firm, BMKR, LLP (“BMKR”).

(ii) The decision to change independent registered public accounting firm was approved by the Company’s board of directors.

(iii) The reports of BMKR on the Company’s financial statements for the years ended December 31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports contained an uncertainty about the Company’s ability to continue as a going concern.

(iv) During the past two years and through August 22, 2017 (the date of dismissal), (a) there were no disagreements with BMKR on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BMKR, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

(v) On August 22, 2017, the Company provided BMKR with a copy of this Current Report and has requested that it furnish the Company with a letter addressing to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(2) New Independent Registered Public Accounting Firm

On August 24, 2017, the Company, upon the approval of the Company’s board of directors, engaged RBSM LLP. (“RBSM”) as its new independent registered public accounting firm to audit and review the Company’s financial statements, effective immediately. RBSM LLP has been serving as the independent registered public accounting firm for iOra since June 6, 2016. During the two most recent years ended December 31, 2016 and 2015, and any subsequent period through the date prior to the engagement of RBSM, neither the Company, nor someone on its behalf, has consulted RBSM regarding, other than in the ordinary course of its audit of iOra’s financial statements:

(i) Either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the Company or oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(ii) Any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

7 

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired.

 In accordance with Item 9.01(a), iOra Software Limited’s audited financial statements for the years ended December 31, 2016 and 2015 are filed in this Current Report on Form 8-K as Exhibit 99.1.

(b) Pro Forma Financial Information.

In accordance with Item 9.01(b), the Company’s pro forma financial statements for the years ended December 31, 2016 and 2015 are filed in this Current Report on Form 8-K as Exhibit 99.2.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed or furnished as part of this Current Report on Form 8-K/A.

Exhibit No.	Description
2.1	Contribution Agreement, dated December 31, 2016, by and among iOra Software Limited, BTHC X INC., Stocksfield Limited, Lexalytics, Inc. and Mark Thompson, in the capacity as the Contributor Representative thereunder. (1)(2)
2.2	Letter Amendment to the Contribution Agreement, dated as of January 30, 2017, by and among iOra Software Limited, BTHC X INC., Stocksfield Limited, Lexalytics, Inc. and Mark Thompson, in the capacity as the Contributor Representative thereunder. (4)
3.1	Certificate of Incorporation (3)
3.2	Bylaws (3)
3.3	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of BTHC X, Inc. (4)
10.1	Registration Rights Agreement, dated February 13, 2017, by and between BTHC X, Inc., George Syllantavos, Ramada Holdings, Inc., iOra Software Limited, Stocksfield Limited, Lexalytics, Inc. and Mark Thompson. (4)
10.2	Lock-Up Agreement, dated February 13, 2017, between BTHC X, Inc. and the signatories thereto. (4)
10.3	Voting Trust Agreement, dated February 13, 2017, by and between BTHC X, Inc., George Syllantavos, Ramada Holdings, Inc., iOra Software Limited, Stocksfield Limited, Lexalytics, Inc. and Mark Thompson. (4)
10.4	BTHC X, Inc. Voting Agreement, dated February 13, 2017, entered into by Ramada Holdings, Inc., Stocksfield Limited and Lexalytics, Inc. (4)
10.5	Promissory Note, dated February 13, 2017, issued by iOra Software Limited. (4)
10.6	Service Agreement, dated February 13, 2016 between Stocksfield Limited and iOra Software Limited. (4)
16.1	Letter of BMKR, LLP dated August 22, 2017 to the Securities and Exchange Commission
99.1	iOra Software Limited Audited Financial Statements for the years ended December 31, 2016 and December 31, 2015.
99.2	Pro Forma Financial Statements of the Company for the years ended December 31, 2016 and December 31, 2015.

(1)	Certain exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
(2)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 6, 2017.
(3)	Incorporated by reference to the Company’s Registration Statement on Form 10-SB (File No. 0-52237) filed on September 22, 2006.
(4)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 14, 2017.

8

SIGNATURES

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

Date: August 25, 2017	BTHC X, Inc.
	By:	/s/ Mark Thompson
		Name: Mark Thompson Title:  Chairman of the Board, President,
		Chief Executive Officer

9 

EX-16.1

 Exhibit 16.1

BMKR, LLP
Certified Public Accountants

1200 Veterans Memorial Hwy., Suite 350
Hauppauge, New York 11788  

T 631 293-5000
F 631 234-4272
www.bmkr.com

Thomas G. Kober, CPA	Charles W. Blanchfield, CPA (Retired)
Alfred M. Rizzo, CPA	Bruce A. Meyer, CPA (Retired)
Joseph Mortimer, CPA

August 22, 2017

Securties & Exchange Commission

100 F Street NE

Washington, DC 20549

Effective 8/22/2017 we have been terminated as auditors of BTHC X Inc.

We have read item 4.01 of form 8 K/A dated 8/14/17 and are in agreement with the statements contained in the first, second, third, fourth and fifth paragraphs. We have no basis to agree or disagree with other statements of the registrant contained therein.

Sincerely,

/s/ BMKR LLP

BMKR LLP

Hauppauge, NY

Member American Institute of Certified Public Accounts

Member Public Company Accounting Oversight Board

EX-99.1

Exhibit 99.1

INDEX

iOra Software Limited and Subsidiary

Index to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2016 and 2015	F-2
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2016 and 2015	F-3
Consolidated Statement of Stockholder’s Deficit For the Years Ended December 31, 2016 and 2015	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016 and 2015	F-5
Notes to the Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of iOra Software Limited

We have audited the accompanying consolidated balance sheets of iOra Software Limited and Subsidiary, (the "Company") as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2016. iOra Software Limited’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 audits 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of iOra Software Limited and Subsidiary as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM LLP

RBSM LLP

Henderson, Nevada

August 25, 2017

F-1

iOra Software Limited and Subsidiary

Consolidated Balance Sheets

(Audited)

	December 31,			December 31,
	2016			2015
ASSETS
Current assets
Cash	$	-		$	274
Accounts receivables		10,194			23,500
Other prepaid expenses		1,926			49,576
Total current assets		12,120			73,350
Furniture, equipment and software, net		54,747			99,059
Intangible asset, net		92,960			233,385
Deposit		30,238			36,199
Total assets	$	190,065		$	441,993
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities
Bank overdraft	$	547		$	261
Accounts payable and accrued liabilities		632,419			409,648
Accrued payroll		441,179			586,988
Loan payable, net of discount of $0 and $16,813, respectively		1,015,786			657,306
Due to related party		3,000,539			699,391
Deferred income - short-term portion		670,937			1,320,571
Total current liabilities		5,761,407			3,674,165
Deferred income - long-term portion		119,903			781,254
Total liabilities		5,881,310			4,455,419
Stockholder’s deficit
Common stock, $1 par value,
100 shares authorized, 100 shares and 1 share issued and outstanding as of December 31, 2016 and 2015, respectively		130			1
Accumulated other comprehensive income		915,679			178,586
Accumulated deficit		(6,607,054	)		(4,192,013	)
Total stockholder’s deficit		(5,691,245	)		(4,013,426	)
Total liabilities and stockholder’s deficit	$	190,065		$	441,993

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

F-2

iOra Software Limited and Subsidiary

Consolidated Statements of Operations and Comprehensive Loss

(Audited)

	For the Years Ended
	December 31,
	2016			2015
Revenues
License revenue	$	553,064		$	197,342
Service revenue		1,437,410			1,331,323
Total revenues		1,990,474			1,528,665
Cost of revenues		5,219			4,053
Total cost of revenues		5,219			4,053
Gross profit		1,985,255			1,524,612
Operating expenses
Selling expense		19,370			161,472
General and administrative expense		1,505,410			2,307,305
Management fees – related party		2,968,370			808,227
Total operating expenses		4,493,150			3,277,004
Loss from operations		(2,507,895	)		(1,752,392	)
Other income (expense)
Other income		-			43,079
Interest expense		(73,580	)		(44,781	)
Total other expense		(73,580	)		(1,702	)
Loss from operations before provision for income taxes		(2,581,475	)		(1,754,094	)
Benefit for income taxes		166,434			178,057
Net loss	$	(2,415,041	)	$	(1,576,037	)
Other comprehensive income
Currency translation adjustments		737,093			115,353
Comprehensive loss	$	(1,677,948	)	$	(1,460,684	)
Weighted average share – basic		100			100
Net loss per share – basic	$	(24,150	)	$	(15,760	)

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

F-3

iOra Software Limited and Subsidiary

Consolidated Statement of Stockholder’s Deficit

Years Ended December 31, 2016 and 2015

(Audited)

					Accumulated Other
	Common Stock				Comprehensive		Accumulated			Stockholder’s
	Shares		Amount		Income (Loss)		Deficit			Deficit
BALANCE, December 31, 2014		1	$	1	$	62,233	$	(2,615,976	)	$	(2,552,742	)
Cumulative translation adjustment		-		-		115,353		-			115,353
Net loss		-		-		-		(1,576,037	)		(1,576,037	)
BALANCE, December 31, 2015		1		1		178,586		(4,192,013	)		(4,013,426	)
Issue of shares at par		99		129		-		-			129
Cumulative translation adjustment		-		-		737,093		-			737,093
Net loss		-		-		-		(2,415,041	)		(2,415,041	)
BALANCE, December 31, 2016		100	$	130	$	915,679	$	(6,607,054	)	$	(5,691,245	)

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

F-4

iOra Software Limited and Subsidiary

Consolidated Statements of Cash Flows

(Audited)

	For the Years Ended
	December 31,
	2016			2015
OPERATING ACTIVITIES
Net loss	$	(2,415,041	)	$	(1,576,037	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		142,701			151,955
Amortization on loan discount		15,418			29,072
Changes in operating assets and liabilities:
Receivables		11,069			583,917
Other assets		7,809			68,099
Deferred revenue		(1,102,470	)		(734,584	)
Prepaid expenses		35,879			(12,475	)
Accrued expenses and others		7,780			339,507
Accounts payable		303,557			(59,650	)
Due to related parties		2,590,321			1,520,551
Net cash (used in) provided by operating activities		(402,977	)		310,355
INVESTING ACTIVITIES
Purchase of fixed assets		-			(5,761	)
Proceeds from sales of fixed asset		-			2,231
Net cash used in investing activities		-			(3,530	)
FINANCING ACTIVITIES
Proceeds on factoring loan		401,532			-
Bank overdraft		361			(194,699	)
Net cash provided by (used in) financing activities		401,893			(194,699	)
Effect of rate changes on cash		810			(114,565	)
NET CHANGE IN CASH		(274	)		(2,439	)
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD		274			2,713
END OF PERIOD	$	-		$	274
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

F-5

iOra Software Limited and Subsidiary

Notes to the Consolidated Financial Statements

December 31, 2016 and 2015

(Audited)

1. Description of the Company

iOra Software Limited’s (the “Company” or “iOra”) principal activity is, by utilizing its unique Geo-Replicator platform, the replication of SharePoint content to branch office servers, to provide remote users with faster access to SharePoint content, as well as mobile workers access to SharePoint offline on their laptops.

Corporate Structure and Business

The Company is a software company headquartered in the United Kingdom. The Company has one wholly owned subsidiary, iOra Inc, a Delaware Corporation.  The primary purpose of iOra Inc is identical to that of the Company with its clients predominantly based in the United States of America.

Corporate History 

The Company is a global replication software provider with multiple-patented technology which assists in the transfer and replication of mission-critical data over low bandwidth connections such as satellite links. Basically, we can ensure data updates are moved very efficiently over tiny bandwidths.

Originally founded in 1997 to solve specific data replication issues, the Company has grown over time to create robust patents in key geographies and has a solution used by globally recognized customers.

The Company’s customers have significant operations across more than 25 countries including many of the world’s largest military organisations and private sector multinationals.

Growth opportunities are driven by the explosion in data and increasingly decentralised IT infrastructures versus the constraints of low bandwidth connections in difficult to access territories such as military bases, commercial sites in inhospitable parts of the world and marine to shore communications, including the need for essential back up of cloud data.

The Company has a patented technology for complex data transfer and wishes to grow both organically and by the strategic acquisitions of complementary businesses to be the standard replication offering in both the defence and commercial sectors.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company (a United Kingdom Corporation) and its wholly owned subsidiary, iOra Inc. All significant intercompany transactions have been eliminated in consolidation.

F-6

Basis of Presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Management uses its historical records and knowledge of its business in making estimates.  Accordingly, actual results could differ from those estimates.

Cash Equivalents

The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents.

Concentration of Credit Risk for Cash Deposits at Banks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits.

The Company’s Parent company, Stocksfield Limited, had an overdraft facility with the Company’s bankers, Coutts & Co until July 2016. The facility was available for use by all entities within the Stocksfield Limited Group. Effective as of August 2016, the Stocksfield Limited Group overdraft borrowing was consolidated into a term loan. The loan was agreed for a sum of $266,660 at an annualized interest rate of 4% above the bank’s base rate (bank’s base rate at date of signature being 0.5% per annum) repayable quarterly. The loan would be repaid in equal monthly installments of $32,531. To date all monthly repayments have been met. The final repayment date of the loan is scheduled for May 2017. As of December 31, 2016 and 2015, the Company has an overdraft balance that related to this loan of $547 and $261, respectively.

At year ended December 31, 2016, the outstanding balance of the term loan was $228,142. The term loan was fully settled on May 3, 2017.

Accounts Receivable

Accounts receivable represent balances related to products sold for which the Company has not received the related funds from various financial institutions as of the reporting period. Interest is not accrued on accounts receivable and all receivables are received within ninety days of the end of the reporting period and, as such, the Company has no allowance for doubtful accounts as of December 31, 2016 and 2015.

Fair Value of Financial Instruments

The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurements are based on a three tier hierarchy that prioritizes the inputs used to measure fair value, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3).

F-7

The Company did not have any assets measured at fair value on a recurring basis at December 31, 2016 and 2015.

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued salaries, wages and payroll taxes, and other accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.

Intangible asset, net

Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 5 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors the Company considers to be important which could trigger an impairment review include the following:

●      Significant underperformance relative to expected historical or projected future operating results;

●      Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

●      Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record any impairment charges during the years ended December 31, 2016 and 2015, respectively.

Basis for Recording Fixed Assets, Lives, and Depreciation Methods

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Furniture and fixtures	3 years
Computers and equipment	2 years
Office equipment	3 years
Software	2 years
Leasehold improvement	5 years

F-8

Loan

The Loan payables balance consists of amounts owing to Leonard Curtis and Bibby Financial Services (Note 8). The Leonard Curtis loan payable is recorded at carrying-value on the financial statements. The loan incurs interest at a rate of 3% per annum. In 2015 the loan had no stated interest and was treated in accordance with ASC500 for accounting purposes. The interest method was applied using a 4.5% borrowing rate. The Company recorded an unamortized discount based on the 4.5% borrowing rate and the discount amortized throughout the life of the loan.

Revenue Recognition

Revenue comprises revenue recognized by the Company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Software license fees are recognized as revenue when delivery of the software has occurred provided a signed agreement is in place, the license fee is fixed and determinable, no specific vendor obligations remain and the collection of the fee is probable.

Service/Maintenance contracts are invoiced in advance and income is recognized on a straight-line basis over the life of the contract. Where receipts exceed recognized income on a contract the Company defers the relevant amount to be released over the remainder of the contract.

For certain key customer contracts iOra utilizes the services of sales partners who assist with the concluding of these contracts. In certain, but not all, instances a fee is agreed with the partner for providing these services. Where a sales partner is used the partner is invoiced directly and they are responsible for invoicing the final customer. When a fee is agreed it is netted against the face value of the amount invoiced to the sales partner in order to arrive at the sales figure. iOra is of the view that this accurately reflects the substance of the underlying transaction and relationship and other alternatives would result in an overstatement of revenue.

In accordance with ASC 605-25, Revenue Recognition — Multiple-Element Arrangements, based on the terms and conditions of the product arrangements, the Company believes that its products and services can be accounted for separately as its products and services have value to the Company’s customers on a stand-alone basis.

 Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with FASB ASC 740-10. Under this standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized.

Earnings (Loss) per Share

The Company utilizes FASB ASC 260. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

F-9

Foreign Currency Translation

The Company’s reporting currency is US Dollars. The accounts of iOra are maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders' equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive income (loss). Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations.

The relevant translation rates are as follows: for the year ended December 31, 2016 closing rate at 1.2332 US$: GBP, average rate at 1.3538 US$: GBP and for the year ended 2015 closing rate at 1.47663 US$: GBP, average rate at 1.51637 US$.

Accumulated Other Comprehensive Income

Comprehensive income is comprised of net loss and all changes to the statements of stockholders’ deficit. For the Company, comprehensive loss for the years ended December 31, 2016 and 2015 included net loss and unrealized gains from foreign currency translation adjustments.

Recent Accounting Pronouncements

ASU 2016-16

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other Than Inventory. This new standard eliminates the exception for an intra-entity transfer of an asset other than inventory. Under the new standard, entities should recognize the income tax consequences on an intra-entity transfer of an asset other than inventory when the transfer occurs. This new standard will be effective for the Company on January 1, 2018 and will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.

ASU 2016-15

In August, 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. The Company has not yet completed the analysis of how adopting this guidance will affect its consolidated financial statements.

ASU 2016-02

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for us on January 1, 2019. The adoption of this standard is not expected to have a material impact on its net financial position, but will impact our assets and liabilities. The Company is currently evaluating the potential impact that this standard may have on our results of operations.

F-10

ASU 2015-14

In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606)." The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09.

ASU 2015-05

In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically, about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows.

ASU 2015-02

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis," which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE"), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.

The Company has evaluated other recent pronouncements and believes that none of them will have a material impact on the Company's financial position, results of operations or cash flows.

3. Going Concern

During the year ended December 31, 2016, the Company incurred a loss of $2,415,041 and had a negative working capital of $5,749,287 as of December 31, 2016, which can indicate a material uncertainty over the ability of the Company to continue as a going concern for the next twelve months. Included within net liabilities is a balance of $790,840 relating to deferred income and a balance of $3,000,539 due to Stocksfield Limited, the immediate parent undertaking. The uncertainty of this situation could raise substantial doubt about the Company’s ability to continue as going concern. The accompanying consolidation financial statements do not include any adjustment that might result from failure to continue as going concern.

The total deferred income balance of $790,840 arises from the revenue recognition policy explained further in the Revenue recognition footnote and is in line with current accounting standards. The balance principally relates to maintenance contracts which are invoiced in advance but, as the contract is delivered over time, the balance is recognized as revenue over the life of the contract.

At the date of signing the accounts, the directors can foresee no circumstance where Stocksfield Limited, would seek to collect the entire balance of $3,000,539 due.

F-11

The Company’s consolidated financial statements have been prepared on a going concern basis following the progress made in terms of the Company’s efforts to raise capital through a private placement, as well as debt funding.

4. Property and Equipment

Property and equipment consisted of the following:

	December 31,			December 31,
	2016			2015
Computers and equipment	$	37,794		$	46,348
Furniture & Fixtures		7,932			9,496
Office equipment		2,984			3,573
Short term Leasehold Property		89,422			107,052
		138,132			166,469
Accumulated depreciation and amortization		(83,385	)		(67,410	)
Property and equipment, net	$	54,747		$	99,059

Depreciation and amortization expense on property, equipment and software for the years ended December 31, 2016 and 2015 was $30,738 and $45,416, respectively. The Company did not sell any fixed assets during the current year but for 2015, disposals to value of $2,231 were made.

5. Intangible Assets

During the year ended December 31, 2013, the decision was taken to dissolve iOra Limited, one of the Group entities, into the Company as iOra Limited was no longer trading but still held a number of customer contracts with its trading name. As a result, the difference between the purchase price paid and the net asset value received was found to meet the definition of an intangible asset.

Intangible assets consisted of the following:

	December 31,			December 31,
	2016			2015
Customer lists	$	433,219		$	518,633
Accumulated amortization		(340,259	)		(285,248	)
Intangible assets, net	$	92,960		$	233,385

F-12

Amortization expense on intangible assets for the years ended December 31, 2016 and 2015 was $111,964 and $106,539 respectively.

Future amortization of intangible assets is as follows:

2017	$	(74,368	)
2018		(18,592	)
Total	$	(92,960	)

6. Related Party Transactions

Related Party Accounts Receivable and Payable

At December 31, 2016, the Company had a payable balance of $3,000,539 to Stocksfield Limited for payments made by Stocksfield Limited on behalf of iOra and a payable balance of $699,391 at December 31, 2015. Stocksfield Limited is the parent entity of the Company.

Issuance of shares to Related Party

On July 18, 2016, it was resolved that an additional 99 shares would be issued by the Company. Of the 99 common shares issued, 89 would be issued to Stocksfield Limited, making the total share capital in the Company owned by Stocksfield Limited 90 common shares and 10 common shares would be issued to Lexalytics Inc. The effect of this transaction was that Lexalytics Inc would hold 10% of the issued shares in iOra in exchange for providing an interest free working capital credit line to iOra.

Pursuant to the Company’s Memorandum and Articles of Association, directors are entitled to issue shares on such terms and in such manner as they think fit (subject to the Company’s articles of association).

On December 31, 2016, BTHC X, Inc., a Delaware corporation (”BTHC”) entered into a contribution agreement, which was amended pursuant to a letter of agreement dated February 13, 2017 (the contribution agreement and letter of agreement together referred to as the “Contribution Agreement”), with iOra Software Limited, a United Kingdom company (“iOra”), the shareholders of iOra (the “Contributors”), each of whom contributed their iOra shares to BTHC , pursuant to which BTHC effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination was consummated on February 13, 2017 and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of BTHC.

Management Fees

During the years ended December 31, 2016 and 2015, the Company incurred a management fee expense payable to Stocksfield Limited of $2,968,370 and $808,227, respectively. 

7. Stockholder’s Deficit

As of December 31, 2016, the Company authorized 100 common shares having par value of $1.30 each and had 100 common shares issued and outstanding.

On July 18, 2016, the Company’s sole shareholder, Stocksfield Limited, who owned 1 share of the Company, approved to give 10% of the Company shares to a related party, Lexalytics Limited. As a result of such approval, the Company issued an additional 99 shares, in which 10 shares were issued to Lexalytics Limited and 89 shares were issued to Stocksfield Limited. The shares were issued for no consideration and have been recorded at par.

F-13

8. Loan Payable

8.1 Leonard Curtis

On March 12, 2013, iOra Limited, one of the Group entities, was placed into Creditors Voluntary Liquidation. As a result of intercompany financing, iOra Limited advanced an aggregate of $563,099 to the Company as an intercompany loan. Leonard Curtis were appointed joint liquidators and agreement was reached for the Company to settle full and finally the iOra Limited debt by means of a single payment of $563,099 once funds become available. .

The loan was unsecured, non-interest bearing, and was subject to a 4.5% discount rate. The Company recorded an initial discount of $96,677 and amortized throughout the life of the loan. The Company incurred interest expense from the amortized loan discount of $15,418 and $29,072 during the years ended December 31, 2016 and 2015, respectively. For the year ended December 31, 2016, the Company incurred overdue charges on the loan in the amount of $32,218. Of this amount $13,972 related to interest (at a rate of 3% per annum) and $18,247 related to liquidators time cost. The outstanding balance of this loan at December 31, 2016 and 2015 was $592,477 and $657,306 respectively. Total interest expense and other charges for the years ended December 31, 2016 and 2015 were $32,218 and $16,813 respectively.

Subsequent to year end, the Company has not made repayment of the loan owed to Leonard Curtis. The Company is in regular communication with Leonard Curtis and the intention is that settlement will be made prior to the end of August 2017

8.2 Bibby Financial Services

During the year ended December 31, 2016, the Company entered into a factoring arrangement whereby cash of $385,941 was advanced by the factor on a large sales invoice which was issued with repayment terms. The amount owing to the factor, Bibby Financial Services, was still outstanding in the amount of $423,338 as of December 31, 2016. This loan was fully repaid on May 3, 2017 and the related charge was removed. The Company incurred financing charges of $55,601 during the year ended December 31, 2016.

At the year ended December 31, 2016, Bibby Financial Services had a legal charge over the Company for the following:

By way of first legal mortgage, all land belonging to the Company at the date of the debenture without limitation and all buildings and fixtures and fixed plant and machinery at any time thereon and all easements, rights and agreements in respect of such property; and all proceeds of sale of such property; and the benefit of all covenants given in respect of such property.

9. Commitments and Contingencies

Facility Sublease

On October 23, 2014, the Company entered into a five-year lease agreement effective October 23, 2014 for its corporate office. The lease agreement provides for a break clause after 36 months. Under the terms of the sublease the Company pays $4,587 per month and is responsible to pay its own expenses for utilities, taxes, insurance and repairs.  The Company and the Landlord have chosen to exercise a break clause in the agreement, which will see the Company entering into a license agreement with a new landlord which will be effective from April 24, 2017. The annual lease repayments amount to $48,711 in year 1 and $51,794 in years 2 and 3. The lease obligation for the next 5 years is as follows:

2017	$	47,800
2018		50,767
2019		51,794
2020		17,265
Total	$	167,626

F-14

Coutts term loan

The Company’s parent, Stocksfield Limited, has a term loan in place with Coutts Bank. As security for the loan facility in case of default, on February 26, 2014, the Company pledged its assets to this facility. Furthermore, Stocksfield Limited, Mckinley Software Limited, Lexalytics Limited and the Company entered into a separate Corporate Cross Guarantee on May 12, 2015 as further security for this facility.

The loan was agreed for a sum of $266,660 at an annualized interest rate of 4% above the bank’s base rate (bank’s base rate at date of signature being 0.5% per annum) repayable quarterly. The loan would be repaid in equal instalments of $32,531. At year end the Company’s repayments were in arrears and the balance owing on the term loan was $228,142. The loan was fully repaid on May 8, 2017 and the related charges were removed.

Guarantor on a related party loan

iOra’s parent company, Stocksfield Limited, has a medium-term loan owing to Bond House SA, for which iOra is named as one of the guarantors. The total loan balance is $2,509,580 (€2,384,966) as of December 31, 2016. The loan has an extended maturity date of December 24, 2016. As of the date of this filing, this loan has yet been repaid. Stocksfield Limited and iOra have obtained a waiver from the Bond House SA indicating that at the time of the waiver Bond House is not contemplating any actions to enforce on their rights and remedies within the agreement.

Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company's business. The Company does not believe that any of these will result in material financial loss to the business.

10. Income Taxes

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded.

The Company and its subsidiary are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. An estimated blended effective tax rate of 38% and 19% have been used to calculate the provision for taxes based on income for the year ended December 31, 2016 and 2015, respectively.

F-15

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the years ended December 31, 2016 and 2015:

	2016			2015
Net loss for the years	$	2,415,041		$	1,576,037
Adjustments:
Changes in deferred revenue		(1,310,985	)		853,089
Tax loss for the years		3,726,026			2,429,126
Estimated effective tax rate		38	%		19	%
Changes in deferred tax asset	$	1,415,816		$	463,894

The Company’s estimated NOL as of December 31, 2016 is $14,098,177. The table below summarizes the total deferred tax asset December 31, 2016 and 2015:

	2016			2015
Deferred tax asset	$	3,565,183		$	2,149,368
Valuation allowance		(3,565,183	)		(2,149,368	)
Provision for income tax	$	-		$	-

Tax rate reconciliation:

	2016			2015
UK Corporation tax rate		20	%		20	%
US Corporation tax rate		38	%		38	%

11. Customer Concentrations

The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue, as follows:

The following customers accounted for more than 10% of total revenue during the financial years:

Customers	December 31, 2016		December 31, 2015
Software Box Limited	$	701,623	$	785,391
HP Enterprises	$	496,950		--
US Navy	$	341,370		--

12. Regional Concentrations

The following regions accounted for more than 10% of total revenue during the respective financial years:

Regions	December 31, 2016		December 31, 2015
United Kingdom	$	1,279,415	$	898,201
United States		431,662		208,299
Continental Europe		140,228		180,809

F-16

13. Subsequent events

13.1 Settlement of secured creditors

Subsequent to year end, the Company has not made repayment of the loan owed to Leonard Curtis. The Company is in regular communication with Leonard Curtis and the intention is that settlement will be made prior to the end of August 2017.

During the 2016 financial year, the Company entered into a factoring arrangement with Bibby Financial Services whereby cash was advanced by the factor on a large sales invoice which was issued with repayment terms. The balance owing to the factor at year end was fully repaid on May 3, 2017.

The Company’s parent, Stocksfield Limited, has a term loan in place with Coutts Bank. As security for the loan facility in case of default, on February 26, 2014, the Company pledged its assets to this facility. Furthermore, Stocksfield Limited, Mckinley Software Limited, Lexalytics Limited and the Company entered into a separate Corporate Cross Guarantee on May 12, 2015 as further security for this facility.

The loan was agreed for a sum of $266,660 at an annualized interest rate of 4% above the bank’s base rate (bank’s base rate at date of signature being 0.5% per annum) repayable quarterly. The loan would be repaid in equal monthly instalments of $32,531. At year end the Company’s repayments were in arrears and the balance owing on the term loan was $228,142. The loan was fully repaid on May, 8 2017.

13.2 Consummation of Contribution Agreement

On December 31, 2016, BTHC X, Inc., a Delaware corporation (”BTHC”) entered into a contribution agreement, which was amended pursuant to a letter of agreement dated February 13, 2017 (the contribution agreement and letter of agreement together referred to as the “Contribution Agreement”), with iOra Software Limited, a United Kingdom company (“iOra”), the shareholders of iOra (the “Contributors”), each of whom contributed their iOra shares to BTHC , pursuant to which BTHC effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination closed on February 13, 2017 and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of BTHC.

In conjunction with the Business Combination, BTHC has designated a series of 10,000,000 convertible preferred shares, par value $0.001 per share (the “BTHC Series A Convertible Preferred Stock”), which shall be convertible into shares of common stock of BTHC, par value $0.001 per share (the “BTHC Common Stock”) in accordance with the certificate of designation.

The Contributors have contributed their iOra Shares (the “Contribution”) to BTHC in exchange for 6,323,530 newly issued shares of BTHC Series A Convertible Preferred Stock, which are convertible into BTHC Common Stock at the rate of one (1) share of BTHC Series A Convertible Preferred Stock to 41.129815535 shares of BTHC Common Stock (the “Contribution Consideration”), to be issued to each Contributor in accordance with each Contributor’s Pro Rata share contribution resulting in iOra becoming a wholly-owned subsidiary of BTHC and the Contributors becoming the majority owners of BTHC.

At the closing of the Business Combination, pursuant to the terms of the Contribution Agreement, iOra contributed all of its issued and outstanding shares of capital stock (100 shares) to BTHC and issued a $75,000 promissory note (the “Promissory Note”) payable to BTHC within 14 days of Closing, which funds will be used to repay outstanding loans of BTHC. The BTHC Series A Convertible Preferred Stock gives the Contributors majority voting rights in BTHC which will allow them to increase and then split BTHC’s Common Stock by way of a shareholder vote. The resulting conversion will cause the Contributors to ultimately receive an aggregate of 9,160,000 shares of Common Stock (the “Exchange Shares”), of which 2,925,000 of the Exchange Shares (the “Escrow Shares”) will be held in escrow subject to the Company achieving certain minimum financial performance targets.

F-17

EX-99.2

Exhibit 99.2

Unaudited Pro Forma Consolidated Financial Statements

(Introductory Note)

The unaudited pro forma consolidated balance sheet as of December 31, 2016 for iOra Software Limited. (“iOra”) and BTHC X Inc. (“BTHC”), and the unaudited pro forma consolidated statements of operations for 2016 and 2015, give effect to transactions between iOra and BTHC occurring in connection with the Contribution Agreement that was executed on December 31, 2016 and closed on February 13, 2017, and are based on the historical financial statements of iOra, as if those transactions occurred on January 1, 2016 for purposes of the pro forma consolidated balance sheet, and on the first day of the respective periods for purposes of the pro forma consolidated statement of operations.

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to represent what iOra's actual results of operations or financial position would have been had the transactions actually been completed on or at the beginning of the indicated periods, and is not indicative of future results of operations or financial condition.

The unaudited pro forma consolidated financial information should be read in conjunction with iOra's audited consolidated financial statements and notes thereto. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable.

BTHC X Inc
Unaudited Pro Forma Consolidated Balance Sheets
December 31, 2016
	iOra Software Limted at December 31, 2016			BTHC X Inc at December 31, 2016			Combined			Pro Forma Adjustments			Notes	Consolidated Pro Forma
ASSETS
Current assets
Accounts receivables	$	10,194		$	-		$	10,194		$	-			$	10,194
Other prepaid expenses		1,926			2,750			4,676			-				4,676
Total current assets		12,120			2,750			14,870			-				14,870
Furniture, equipment and software, net		54,747			-			54,747			-				54,747
Intangible asset, net		92,960			-			92,960			-				92,960
Deposit		30,238			-			30,238			-				30,238
Total assets	$	190,065		$	2,750		$	192,815		$	-			$	192,815
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Bank overdraft	$	547		$	-		$	547		$	-			$	547
Accounts payable and accrued liabilities		632,419			172,272			804,691			-				804,691
Accrued payroll		441,179			-			441,179			-				441,179
Loan payable		1,015,786			-			1,015,786			-				1,015,786
Due to related party		3,000,539			302,515			3,303,054			(288,882	)	(a) (c) (d)		3,014,172
Deferred income - short-term portion		670,937			-			670,937			-				670,937
Total current liabilities		5,761,407			474,787			6,236,194			(288,882	)			5,947,312
Deferred income - long-term portion		119,903			-			119,903			-				119,903
Total liabilities		5,881,310			474,787			6,356,097			(288,882	)			6,067,215
Stockholder’s deficit
Preferred stock - $0.001 par value 10,000,000 shares authorized								-			-		(a)		-
Common stock, $0.001 par value, 450,000,000 share authorized		130			5,840			5,970			411,168		(a)		417,138
Additional paid in capital		-			65,140			65,140			(31,968	)	(a) (b) (c) (e)		33,172
Accumulated other comprehensive income		915,679			-			915,679			-				915,679
Current year loss		(2,415,041	)		(61,683	)		(2,476,724	)		(571,652	)	(d) (e)		(3,048,376	)
Accumulated deficit		(4,192,013	)		(481,334	)		(4,673,347	)		481,334		(b)		(4,192,013	)
Total stockholder’s deficit		(5,691,245	)		(472,037	)		(6,163,282	)		288,882				(5,874,400	)
Total liabilities and stockholder’s deficit	$	190,065		$	2,750		$	192,815		$	-			$	192,815

2

BTHC X Inc
Unaudited Pro Forma Consolidated Statements of Operations
December 31, 2016
	iOra Software Limted December 31, 2016			BTHC X Inc for December 31, 2016			Combined			Pro Forma Adjustments				Consolidated Pro Forma
Revenues
License revenue	$	553,064		$	-		$	553,064		$	-			$	553,064
Service revenue		1,437,410			-			1,437,410			-				1,437,410
Total revenues		1,990,474			-			1,990,474			-				1,990,474
Cost of revenues		5,219			-			5,219			-				5,219
Total cost of revenues		5,219			-			5,219			-				5,219
Gross profit		1,985,255			-			1,985,255			-				1,985,255
Operating expenses
Selling expense		19,370			-			19,370			-				19,370
General and administrative expense		1,505,410			61,683			1,567,093			571,652		(d) (e)		2,138,745
Management fees – related party		2,968,370			-			2,968,370			-				2,968,370
Total operating expenses		4,493,150			61,683			4,554,833			571,652				5,126,485
Loss from operations		(2,507,895	)		(61,683	)		(2,569,578	)		(571,652	)			(3,141,230	)
Interest expense		(73,580	)		-			(73,580	)		-				(73,580	)
Total interest expense		(73,580	)		-			(73,580	)		-				(3,214,810	)
Loss from operations before provision for income taxes		(2,581,475	)		(61,683	)		(2,643,158	)		(571,652	)			(3,214,810	)
Benefit for income taxes		166,434			-			-			-				-
Net loss	$	(2,415,041	)	$	(61,683	)	$	(2,476,724	)	$	(571,652	)		$	(3,214,810	)
Other comprehensive loss
Currency translation adjustments		737,093			-			737,093			-				737,093
Comprehensive loss	$	(1,677,948	)		(61,683	)		(1,739,631	)		(571,652	)			(2,477,717	)
Weighted average common shares - basic and diluted		100			5,839,933						10,000,000				10,000,000

3

BTHC X Inc
Unaudited Pro Forma Consolidated Statements of Operations
December 31, 2015
	iOra Software Limted for the year ended December 31, 2015			BTHC X Inc for the year ended December 31, 2015			Consolidated			Pro Forma Adjustments		Consolidated Pro Forma
Revenues
License revenue	$	197,342		$	-		$	197,342		$	-	$	197,342
Service revenue		1,331,323			-			1,331,323			-		1,331,323
Total revenues		1,528,665			-			1,528,665			-		1,528,665
Cost of revenues		4,053			-			4,053			-		4,053
Total cost of revenues		4,053			-			4,053			-		4,053
Gross profit		1,524,612			-			1,524,612			-		1,524,612
Operating expenses
Selling expense		161,473			-			161,473			-		161,473
General and administrative expense		2,307,305			61,955			2,369,260			-		2,369,260
Management fees – related party		808,227			-			808,227			-		808,227
Total operating expenses		3,277,005			61,955			3,338,960			-		3,338,960
Loss from operations		(1,752,393	)		(61,955	)		(1,814,348	)		-		(1,814,348	)
Other income		43,080			-			43,080					43,080
Interest expense		(44,781	)		-			(44,781	)				(44,781	)
Total other expense		(1,701	)		-			(1,701	)		-		(1,701	)
Loss from operations before provision for income taxes		(1,754,094	)		(61,955	)		(1,816,049	)		-		(1,816,049	)
Benefit for income taxes		178,057			-			178,057			-		178,057
Net loss	$	(1,576,037	)		(61,955	)		(1,637,992	)		-		(1,637,992	)
Other comprehensive income
Currency translation adjustments		115,353			-			115,353			-		115,353
Comprehensive loss	$	(1,460,684	)	$	(61,955	)	$	(1,522,639	)	$	-	$	(1,522,639	)
Weighted average common shares - basic and diluted		100			5,839,933						10,000,000		10,000,000

4

BTHC X, Inc.

Notes to Pro Forma Financial Statements

(Unaudited)

Note 1 - INTRODUCTION

On December 31, 2016, BTHC X, Inc., a Delaware corporation (the “Company”), entered into a Contribution Agreement (the “Contribution Agreement”) with iOra Software Limited, a United Kingdom company (“iOra”), the shareholders of iOra, each of whom contributed their iOra shares to the Company (the “Contributors”), Mark Thompson in his capacity as representative for the Contributors (the “Contributor Representative”), and George Syllantavos in his capacity as representative to the Company (the “Company Representative”), pursuant to which the Company effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination closed on February 13, 2017 and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of the Company.

In conjunction with the Business Combination, the Company filed a certificate of designation (the “Certificate of Designation”) to designate a series of 10,000,000 convertible preferred shares, par value $0.001 per share (the “Convertible Preferred Stock”), which shall be automatically convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) in accordance with the Certificate of Designation. At the same time, the Contributors contributed their iOra Shares (the “Contribution”) to the Company in exchange for 6,323,530 newly issued shares of Convertible Preferred Stock, which are convertible into Company Common Stock at the rate of 41.129815535 shares of Common Stock for each one (1) share of Convertible Preferred Stock, (the “Contribution Consideration”). The Contribution Consideration was issued to each Contributor in accordance with each Contributor’s Pro Rata shareholdings, resulting in iOra becoming a wholly-owned subsidiary of the Company and the Contributors becoming the majority owners of the Company.

At the closing of the Business Combination, pursuant to the terms of the Contribution Agreement, the Contributors collectively contributed an aggregate of USD $75,000 in cash to the Company, which was used to repay outstanding loans of the Company, and iOra’s 100 shares of capital stock issued and outstanding. The Convertible Preferred Stock gives the Contributors majority voting rights which will allow them to increase and then split the Company’s Common stock by way of a shareholder vote. The resulting conversion will cause the Contributors to ultimately receive an aggregate of 10,000,000 shares of Common Stock (the “Exchange Shares”), of which 2,925,000 of the Exchange Shares (the “Escrow Shares”) will be held in escrow subject to the Company achieving certain minimum financial performance targets.

For the accounting purposes, iOra shall be the surviving entity. The transaction is accounted for using the reverse acquisition method of accounting. As a result of the recapitalization and change in control, iOra is considered the accounting acquirer in accordance with ASC 805, Business Combinations. The financial statements of the accounting acquirer became the financial statements of the registrant. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of iOra and the results of the Company from the acquisition date. The accumulated earnings of iOra will be carried forward after the completion of the reverse acquisition.

Note 2 - PRO FORMA PRESENTATION

General

The following unaudited pro forma consolidated balance sheet and statements of operations are based on historical financial statements of BTHC X Inc. as if the transaction had occurred during the period ended December 31, 2016, the date of accounting acquirer’s most recent period end.

The unaudited pro forma consolidated financial statements are provided for information purposes only. The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below. In addition, the unaudited pro forma consolidated financial statements do not purport to project the future financial position or operating results of the consolidated company. The unaudited pro forma consolidated financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission.

5

 BTHC X, Inc.

Notes to Pro Forma Financial Statements

(Unaudited)

For pro forma purposes:

☐	The unaudited Pro Forma Consolidated Balance Sheets as of December 31, 2016 of the companies give effect to the transaction as if it had occurred at the beginning of the most recent fiscal year; and
☐	The unaudited Pro Forma Consolidated Statement of Operations for the period ended December 31, 2016 consolidated the income statements of the companies for the indicated periods, giving effect to the transaction as if it had occurred at the beginning of those periods.
☐	The unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2015 consolidated the income statements of the companies for the indicated periods, giving effect to the transaction as if it had occurred at the beginning of those periods.

Pro forma adjustments:

The unaudited pro forma balance sheet and statements of operations reflect the following adjustments associated with the Share Exchange between iOra and BTHC:

a) Issue a total of 10,000,000 shares of Series A Convertible Preferred Stock. At such time as the Company files an amended and restated certificate of incorporation with the Secretary of State of Delaware increasing the total number of authorized shares of Common Stock to 450,000,000 shares, the Series A Convertible Preferred Stock will be automatically convertible into 411,298,155 shares of Common Stock. Of these shares, 260,085,622 (9,859,999 post reverse split) will be allocated to the Contributors pro rata to their previous shareholding in iOra, with 122,012,873 (2,924,999 post reverse split) shares held in Escrow (as described above) and 29,199,660 (699,999 post reverse split) shares issued for the conversion of 709,939 shares of Series A Convertible Preferred Stock. The 709,939 shares of Series A Convertible Preferred Stock was issued in exchange for cancellation of their debts of $33,882.

b) Elimination of issued share capital of iOra in exchange for convertible preference shares in BTHC.

c) $75,000 received from the Contributors will be used to settle existing creditors of the Company.

d) Forgiveness of a $180,000 loan owed by the Company to Magellan Alpha Investments Corp.

e) Negative additional paid-in capital during consolidation recorded to profit and loss.

 6