BTHC X, Inc. (OTCBB:BTXI) Files An 8-K Entry into a Material Definitive Agreement

BTHC X, Inc. (OTCBB:BTXI) Files An 8-K Entry into a Material Definitive Agreement

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ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
THE CONTRIBUTION AND RELATED TRANSACTIONS
DESCRIPTION OF THE COMPANY
DESCRIPTION OF OUR BUSINESS
RISK FACTORS
FINANCIAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
LEGAL PROCEEDINGS
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
RECENT SALES OF UNREGISTERED SECURITIES
DESCRIPTION OF SECURITIES
INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

This Current Report (the Report) contains forward-looking
statements, including, without limitation, in the sections
captioned Description of Business, Risk
Factors
, and Managements Discussion and Analysis of
Financial Condition and Plan of Operations
, and elsewhere.
Any and all statements contained in this Report that are not
statements of historical fact may be deemed forward-looking
statements. Terms such as may, might, would, should, could,
project, estimate, pro-forma, predict, potential, strategy,
anticipate, attempt, develop, plan, help, believe, continue,
intend, expect, future, and terms of similar import (including
the negative of any of the foregoing) may be intended to identify
forward-looking statements. However, not all forward-looking
statements may contain one or more of these identifying terms.
Forward-looking statements in this Report may include, without
limitation, statements regarding (i) the plans and objectives of
management for future operations, (ii) a projection of income
(including income/loss), earnings (including earnings/loss) per
share, capital expenditures, dividends, capital structure or
other financial items, (iii) our future financial performance,
including any such statement contained in a discussion and
analysis of financial condition by management or in the results
of operations included to the rules and regulations of the
Securities and Exchange Commission (the SEC), and (iv) the
assumptions underlying or relating to any statement described in
points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or
guarantee actual results, performance, events or circumstances
and may not be realized because they are based upon our current
projections, plans, objectives, beliefs, expectations, estimates
and assumptions and are subject to a number of risks and
uncertainties and other influences, many of which we have no
control over. Actual results and the timing of certain events and
circumstances may differ materially from those described by the
forward-looking statements as a result of these risks and
uncertainties. Factors that may influence or contribute to the
accuracy of the forward-looking statements or cause actual
results to differ materially from expected or desired results may
include, without limitation:

Market acceptance of our products and services;
Competition from existing products or new products that may
emerge;
The implementation of our business model and strategic plans
for our business and our products;
Estimates of our future revenue, expenses, capital
requirements and our need for financing;
Our financial performance;
Current and future government regulations;
Developments relating to our competitors; and
Other risks and uncertainties, including those listed under
the section title Risk Factors.

Readers are cautioned not to place undue reliance on
forward-looking statements because of the risks and uncertainties
related to them and to the risk factors. We disclaim any
obligation to update the forward-looking statements contained in
this Report to reflect any new information or future events or
circumstances or otherwise, except as required by law.

Readers should read this Report in conjunction with the
discussion under the caption Risk Factors, our financial
statements and the related notes thereto in this Report, and
other documents which we may file from time to time with the SEC.

EXPLANATORY NOTE

As used in this Current Report on Form 8-K, all references
hereinafter to the Company, we, our and us (i) for periods prior
to the closing of the Share Exchange refer to BTHC X, Inc. (BTHC)
only, and (ii) for periods subsequent to the closing of the
Contribution Agreement refer to BTHC and its direct and indirect
wholly owned subsidiaries iOra Software Limited, a United Kingdom
limited liability company, and iOra Inc., a Delaware limited
liability company.

In addition, unless the context otherwise requires, in this Form
8-K:

Common Stock refers to our Common Stock, par value $0.001 per
share;
U.K. refers to the United Kingdom;
U.S. refers to the United States;
or GB refers to the British pound, the legal currency of the
United Kingdom; and
$, US$ or U.S. dollars refers to the legal currency of the
United States.

For convenience, certain amounts in pounds have been converted to
U.S. dollars at an exchange rate in effect at the date of the
related financial statements or the related event. Assets and
liabilities are translated at the exchange rate as of the filing
date.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT

See Item 2.01 below regarding the discussion of the Contribution
Agreement, dated December 31, 2016 (the Contribution Agreement),
which was entered into by and among BTHC X, Inc., a Delaware
corporation (the Company), 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 for the Company
(the Company Representative), to which the Company effected an
acquisition of iOra and, as a result, indirectly acquired iOras
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, to the terms of the
Contribution Agreement, iOra became a wholly-owned subsidiary of
the Company.

Reference is made to Item 2.01 for a description of the
Contribution Agreement and the transactions contemplated
thereunder. The description of the Contribution Agreement is
qualified in its entirety by reference to the complete text of
the contribution Agreement, which is attached hereto as Exhibit
2.1 and is incorporated by reference herein.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS

THE CONTRIBUTION AGREEMENT AND RELATED
TRANSACTIONS

The Contribution Agreement

On December 31, 2016, BTHC X, Inc., a Delaware corporation (the
Company) entered into a Contribution Agreement (the Contribution
Agreement), which was modified by a letter agreement (the Letter
Amendment) dated as of January 30, 2017, 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), to
which the Company effected an acquisition of iOra and, as a
result, indirectly acquired iOras wholly owned U.S. subsidiary,
iOra, Inc. (such transaction referred to herein as the Business
Combination). The Business Combination closed on February 13,
2017 (the Closing) and, to the terms of the Contribution
Agreement, iOra became a wholly-owned subsidiary of the Company.

to the terms of the Business Combination, the Company acquired
the business of iOra, which is to provide its Geo-Replicator
software and related services. As a result, the Company has
ceased to be a shell company.

At the closing of the Business Combination, to the Contribution
Agreement, the Contributors collectively contributed all of the
issued and outstanding shares of capital stock of iOra (100
shares) and iOra issued a $75,000 promissory note at 2.5%
interest per month, which is payable to BTHC within 14 days of
Closing, in exchange for an aggregate of 6,323,530 of the
Companys Series A convertible preferred stock (the Exchange
Shares), and the opportunity to receive up to an additional
2,966,531 of the Companys Series A convertible preferred stock
(the Trust Shares) which were issued to the Companys transfer
agent as trustee of such Trust Shares at the Closing, to be held
in trust to the Voting Trust Agreement (defined below) and to be
transferred to the Contributors in the event that iOras business
meets certain financial performance targets in fiscal year 2017.
In addition, at the time of Closing, the Company issued 709,939
shares of Series A convertible preferred stock to certain
creditors for purposes of satisfying certain corporate debts.
Each share of Series A convertible preferred stock will be
automatically convertible into 41.12981553 shares of common stock
upon the Companys filing of an amendment to its certificate of
incorporation with the Secretary of State of Delaware to increase
its authorized shares of common stock.

The Contribution Agreement contains representations and
warranties, pre- and post-closing covenants of each party, and
customary closing conditions for a transaction of this nature.
The representations and warranties of the parties survive for a
period of 18 months after the Closing, and, except as otherwise
set forth in the Contribution Agreement, the covenants of the
parties survive the Closing indefinitely.

The Business Combination will be treated as a reverse acquisition
of the Company for financial accounting purposes, iOra will be
considered the accounting acquirer and the historical financial
statements of the Company before the Business Combination will be
replaced with the historical financial statements of iOra and its
consolidated entities before the Business Combination in all
future filings with the SEC.

The issuance of the Companys common shares to holders of iOras
capital stock in connection with the Business Combination has not
been registered under the Securities Act of 1933, as amended (the
Securities Act), in reliance upon an exemption from registration
provided by Section 4(a)(2) of the Securities Act, which exempts
transactions by an issuer not involving any public offering, and
Regulation D and/or Regulation S promulgated under the Securities
Act. The Exchange Shares may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirement.

The foregoing description of the Contribution Agreement and the
Letter Amendment do not purport to be complete and are qualified
in their entirety by reference to the Contribution Agreement and
the Letter Amendment, copies of which are filed herewith as
Exhibit 2.1 and Exhibit 2.2 and are incorporated herein by
reference. There are representations and warranties contained in
the Contribution Agreement which were made by the parties to each
other as of specific dates. The assertions embodied in these
representations and warranties were made solely for purposes of
the Contribution Agreement and may be subject to important
qualifications and limitations agreed to by the parties in
connection with negotiating their terms. Moreover, certain
representations and warranties may not be accurate or complete as
of any specified date because they are subject to a contractual
standard of materiality that is different from certain standards
generally applicable to shareholders or were used for the purpose
of allocating risk between the parties rather than establishing
matters as facts. Based on the foregoing reasons, investors
should not rely on the representations and warranties as
statements of factual information.

Changes Resulting from the Business Combination

As a result of the Business Combination, the Company, through its
subsidiaries, is now engaged in the business of providing
Geo-Replicator software and related services. All business
operations are conducted through the Companys wholly-owned
subsidiary, iOra, and iOras wholly-owned subsidiary, iOra, Inc.

Registration Rights Agreement

In conjunction with the Business Combination, and to the terms of
the Contribution Agreement, the parties thereto entered into a
registration rights agreement (the Registration Rights
Agreement). The Registration Rights Agreement grants to each
signatory thereto the right to piggyback registration rights in
the event the Company files a registration statement, subject to
certain exclusions as set forth in the Registration Rights
Agreement, and, if the Company files a registration statement in
connection with an underwritten offering of its securities, the
participation of such signatories in such registration is
conditioned upon such signatories participation in the
underwriting and execution of an underwriting agreement in
customary form with the managing underwriter(s). The managing
underwriter(s) have the right to limit the maximum dollar amount
or number of shares to be underwritten, and to allocate the
number of shares that may be included in such registration and
underwriting as further set forth in the Registration Rights
Agreement. Further, the Registration Rights Agreements sets forth
the terms and conditions to which the security holders may
participate in a registration statement, including in connection
with an underwritten offering, sets forth the Companys
requirement to give timely notice to the security holders in the
event of a registration statement, and also contains other
customary terms and conditions. The Registration Rights Agreement
provides that if a signatory thereto decides not to include all
of its registrable securities in a registration statement filed
by the Company, such signatory does not have any right to include
its registrable securities in any subsequent registration
statement of the Company. The Registration Rights Agreement does
not have a definite term.

The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety
by reference to the registration Rights Agreement, a copy of
which is filed herewith as Exhibit 10.1 and is incorporated
herein by reference.

Voting Trust Agreement, Lockup Agreement and Voting
Agreement

On February 13, 2017 and in connection with the Business
Combination, the Company, the Company Representative, Ramada
Holdings, Inc. (Ramada), iOra, Stocksfield Limited (Stocksfield),
Lexalytics, Inc. (Lexalytics), the Contributor Representative (on
behalf of the Contributors)and Securities Transfer Corporation
(the Trustee) entered into a Voting Trust Agreement (the Voting
Trust Agreement), to which the Company will issue 2,966,531
shares of Series A Convertible Preferred Stock (the Trust Shares)
to the Trustee, to be held in a segregated trust account, which
shares will be disbursed as agreed upon in the Voting Trust
Agreement. The Company Representative will have the sole right to
act on behalf of the Company under the Voting Trust Agreement.
The will pay the Trustees fees as set forth in the Voting Trust
Agreement. The Company is obligated to indemnify the Trustee for
fifty percent of the any loss, liability or expense incurred by
the Trustee without gross negligence, willful misconduct or bad
faith on the part of the Trustee, arising out of or in connection
with the Voting Trust Agreement, and the Company Representative
and the pre-closing Company shareholders are obligated to
indemnify the Trustee for the other fifty percent of such
amounts.

On February 13, 2017 and in connection with the Business
Combination, the Company, George Syllantavos and Ramada, iOra,
Stocksfield, Lexalytics, Mark Thompson, in his capacity as the
Contributor Representative, and certain pre-Closing insider
shareholders of the Company entered into a Lockup Agreement (the
Lockup Agreement), to which each shareholder thereto agreed,
among other things, not to lend, offer, pledge, hypothecate,
encumber, donate, assign or sell their shares for a period of one
year from the Closing or the listing of the Companys securities
on a national securities exchange, whichever event occurs sooner.

On February 13, 2017 and in connection with the Business
Combination BTHC X, Inc., Ramada, Stocksfield and Lexalytics
(Ramada, Stocksfield and Lexalytics referred to as the Voting
Parties) entered into the Voting Agreement (the Voting
Agreement), to which the Voting Parties agreed to vote their
shares in favor of Messrs. Syllantavos, Thompson and Fasci to
serve on the Companys board of directors until the earlier of a
period of two years or until the Company becomes listed on a
national securities exchange.

The foregoing descriptions of the Voting Trust Agreement, Lockup
Agreement and Voting Agreement do not purport to be complete and
are qualified in their entireties by reference to the Voting
Rights Agreement, Lockup Agreement and the Voting Agreement,
copies of which are filed herewith as Exhibit 10.2, Exhibit 10.3
and Exhibit 10.4, respectively, and are incorporated herein by
reference.

Departure and Appointment of Directors and
Officers

Upon the closing of the Business Combination on February 13,
2017, the Companys board of directors (the Board) was comprised
of three members, consisting of Messrs. Mark Thompson and Michael
Fasci, who were appointed to the Board upon closing the Business
Combination, and Mr. George Syllantavos, who remained on the
Board as the Companys only incumbent director. Each director has
been appointed to serve for an initial term of one year or until
his successor is duly elected and qualified or until his earlier
resignation or removal.

Also upon closing of the Business Combination, the Companys
President, Secretary and Treasurer, Mr. Syllantavos, resigned
from those positions and Mr. Thompson, the President and CEO of
Stocksfield Limited, iOras parent company, was appointed to the
position of President, Chief Executive Officer and Chairman of
the Board of Directors, Mr. Fasci was appointed to the position
of Chief Financial Officer, Director, Treasurer and Secretary,
and Mr. David L.A. Morgan, was appointed to the position of Chief
Operating Officer.

Accounting Treatment; Change of Control

The Business Combination is being accounted for as a reverse
acquisition of the Company for financial accounting purposes and
iOra is deemed to be the accounting acquirer. Consequently, the
assets and liabilities and the historical operations that will be
reflected in the financial statements prior to the Business
Combination will be those of iOra and its consolidated
subsidiaries and will be recorded at the historical cost basis of
iOra. The consolidated financial statements after consummation of
the Business Combination will include the assets and liabilities
of iOra, the historical operations of iOra, and the operations of
the Company and its subsidiaries from the Closing Date of the
Business Combination going forward.

As a result of the issuance of the Exchange Shares to the
Business Combination, a change of control of the Company occurred
as of the Closing Date. Except as described in this Report, no
arrangements or understandings exist among present or former
controlling shareholders with respect to the election of members
of our Board and, to our knowledge, no other arrangements exist
that might result in a change of control of the Company.

The Company is a smaller reporting company, as defined under the
Exchange Act, following the Business Combination. The Company
believes that, as a result of the Business Combination, it has
ceased to be a shell company (as that term is defined in Rule
12b-2 under the Exchange Act).

DESCRIPTION OF THE COMPANY

Description of Business

Immediately following the Business Combination, the Company
adopted the business of iOra. iOras business provides data
management and secure transmission software and services through
a suite of products branded as the Geo-Replicator software and
related services. The intention of the Company is to expand not
only by increasing market share but also by producing, developing
and acquiring complementary technologies and businesses when such
opportunities become available.

Corporate History

iOra was founded in 1997 as iOra Limited. Subsequently, iOra
Limited became a business unit of Infonic PLC, at which time it
was known as Infonic UK Limited (Infonic). Infonic entered into a
business transfer agreement in April 2013 with iOra Limited, a UK
company, at which time Infonic changed its name to iOra Software
Limited. iOra is headquartered in Hook, UK and its technologies
provide uninterrupted access to up-to-date business information
for users in geographically diverse locations. Our technologies
are particularly effective over global or satellite enabled
networks even if they are periodically disconnected, have limited
bandwidth or high latency. Over half the worlds population live
in an environment where inefficient and/or challenged or
inconsistent networks are a major issue, and for many
corporations and government agencies it is an everyday problem.

iOra has a global network of partners and offices that have led
to sales success over the past 10 years with a host of military,
government and multi-national customers. iOras patented
byte-level differencing engine ensures that any changes to data
over the network are compressed and delivered at a fraction of
their regular size. We believe our software systems can typically
reduce network traffic by more than 97% by locating, matching,
managing, and compressing data changes. This is particularly
relevant in military or commercial maritime environments where
distances and bandwidth can pose critical organizational issues.

iOras customers include military, government and multi-national
companies, including but not limited to: the North Atlantic
Treaty Organization (NATO), the US Marine Corps, the US Navy, the
UK Ministry of Defense and the Australian Department of Defense,
as well as Shell, BP, Hewlett Packard Enterprises (HPE) and KPMG.

Corporate Structure

Prior to the Business Combination iOra was owned by Stocksfield
Limited (90%) and Lexalytics (10%). The ultimate beneficial
ownership of Stocksfield is illustrated in the organizational
table below.

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Stocksfield is a diversified investment company with interests in
software, property and securitization management. As a result of
the Business Combination, Stocksfield will become an 56.1%
shareholder in the Company, subject to increasing its ownership
up to 82.44% to the terms of an earn-out arrangement set forth in
the Contribution Agreement and Voting Trust Agreement, each
referenced above), and will provide certain ongoing management,
accounting and administrative services to iOra, to the terms of a
service agreement (the Service Agreement). The Service Agreement
is attached hereto as Exhibit 10.6 and is incorporated herein by
reference.

DESCRIPTION OF OUR BUSINESS

We are a data management and secure transmission software
services company that provides a suite of software products
branded as the Geo-Replicator. iOras Geo-Replicator products
provide uninterrupted access to up-to-date information by
delivering offline Microsoft SharePoint and other online content
replication, to enable users in diverse geographical locations to
communicate on an uninterrupted basis in a secure environment.
iOras products and services have grown out of the needs of
customers who have a diverse geographical base to access and
share data, even when connectivity to a network is limited either
in time or service. iOras customer base consists largely of
military users who have purchased long-term license agreements
and who rely on iOra to provide user support in the field, or at
base, to safely connect users to central servers and command
structures.

iOras software ensures connectivity over global or satellite
enabled networks even if the user is periodically disconnected or
has limited bandwidth or latency. Many of iOras core military
users work remotely and, in some cases, in areas of armed
conflict. Geo-Replicator ensures that all users, irrespective of
network connection, always have access to key data and
information.

iOra believes that its technology has been proven to cut
satellite communication costs by up to 90% by condensing data
during periods of connectivity while providing users with offline
and remote SharePoint access to central servers at normal Local
Area Network speeds.

iOra has a global network of partners and offices that have led
to sales success over the past ten years with a host of military,
government and multi-national customers. iOras patented
byte-level differencing engine ensures that any changes to data
over the network are compressed and delivered at a fraction of
their regular size. Our software systems can typically reduce
network traffic by more than 97% by locating, matching, managing
and compressing data changes. This is particularly relevant in
military or commercial maritime environments where distances and
bandwidth can pose real issues.

Competitive Advantages

iOra is a proven long-term technology partner of many
word-leading organizations. As a result, we have proven
credibility when approaching existing and potential new clients
in developing our core technology within the data management and
secure transmission software and services sectors. Our technology
has been constructed to be extremely scalable and effective in
the field with thousands of users across multiple organizations.
We believe we have many competitive strengths to facilitate the
growth of our business going forward, including:

All users, irrespective of network connection,
always have access to key data and information.

iOras applications mean that all users within an
enterprise-wide system; irrespective of bandwidth, are always
connected to the relevant server/system. Users are therefore
always working off up-to-date information 24 hours a day, 7
days a week irrespective of location or local connectivity.
This feature has been one of the major factors behind our
products early and continued adoption by military and
government organizations who often have to work in
challenging environments.
iOras products create significant reduction in
communication costs for customers.
In a
deployed environment such as a regional command center,
forward operating base or disaster area, connectivity is
typically through low bandwidth radio or satellite networks.
At these times of limited connectivity use of iOras products
can be the difference between being able to access and share
or not being able to access and share critical battlefield
data. In addition, these networks are expensive assets to run
and maintain and, as such, is one of iOras greatest selling
points. iOra recognizes and synchronizes only the points of
difference between files across the complete dataset, which
dramatically reduces data duplication and therefore the
amount of data being transferred or shared between two points
of usage. Use of iOras products in the field have enabled
clients to see a reduction in communication costs of
approximately 90%.

Ability to communicate on an uninterrupted basis
in a secure environment.
iOra offer remote
users access when offline at Local Area Network (LAN) speeds.
This is particularly important as some of our major customers
have assets (such as personnel, ships and vehicles) that are
not connected to the remote server, yet still need up-to-date
information at LAN speeds.
Ultra-efficient compression
technology.
iOras core competence is that we
only transfer the points of difference in any given data set
between servers and devices such as desk-tops and laptops.
Our product can dramatically reduce the replication of the
same data across different points of usage and has the impact
of enabling new applications that would otherwise have been
thought to be infeasible.
Proven to handle large volume data
replication
. Our products have been proven in
the field to be able to handle large volumes of data, often
in a mission-critical environment. These applications have
extremely low failure rates and the in-built diagnostics
within this application can quickly identify where data is
not replicating successfully and from which source to which
end user by way of a user-friendly dashboard front end.

Growth Strategy

iOras growth strategy is concentrated around expanding our core
technologies into other applications and markets while making
acquisitions of complementary technologies and businesses that
are earnings accretive. The commercial/marketing element of our
growth strategy is concentrated in these core areas:

market our developed military product offering into the
Middle East and South America;
expand our current footprint with the US military to
encompass more segments of the US military market, including
but not limited to: US Army, US Air Force, US Special
Operations Command (US SOCOM);
develop a new maritime product based on the recently upgraded
military platform we are deploying in Australia, Germany and
the UK; and
further develop our existing relationships within the Dutch,
French and German militaries to cross sell our products and
services.

Research and Development

Over our history, iOra has been a research-led business and has
obtained a strong base of intellectual property protection in the
United States and the European Union across many jurisdictions.
iOra continues to support and invest in research and development
and has recently released a 2016 version of its Geo-Replicator
software. This product has been designed specifically for
Microsoft SharePoint 2016. We anticipate this product will form
the backbone of our product offerings going into major renewals
and new business wins over the coming years. Additionally, we
will continue to develop and enhance products. We believe we have
a targeted strategy to enhance the growth of our business, as
described below:

develop a new Fog/Cloud product for Microsoft Office 365 and
related cloud based environments;

extend server to server platforms beyond Microsoft SharePoint
to include other platforms like Alfresco or Oracle;
expand into the Internet of Things as the ability to move
data over more and more crowded networks creates service and
data transfer issues; and
Partner with other technology developers, such as our work
with satellite services corporation Inmarsat and others, to
embed iOras technology in new compliance platforms for
merchant shipping, whereby ships at sea are able to access
up-to-date compliance data and respond to new customs and
berthing data in real time.

Distribution Channels

iOras products are generally sold as part of a wider procurement
program by the end-user organization. The wider procurement
program is often led by an established technology integrator or
consultancy. iOra has established long-standing relationships
with technology partners such as CGI (formerly Logica), Hewlett
Packard Enterprises and BAE Systems and has developed direct
relationships with various government, military and corporate
entities worldwide.

Outside of the UK, iOra has a number of local partner agents who
provide sales and marketing support and help iOra understand
differing procurement programs and cycles. iOra has formed strong
alliances with a few select partners. iOra has three different
types of partner relationships: technology partners, value added
sellers and global system integrators. The Companys preferred
model is one where iOra has a direct relationship with the end
user and contracts with the end user for the sale of licenses and
support rather than contracting with a third-party consultant or
integrator. However, as iOras products and the related
maintenance is usually part of a larger enterprise-side program,
this is not always possible.

Key Customers

iOras governmental customers presently include the NATO, UK
Ministry of Defense, the US Marine Corp, the US Navy and the
Australian Department of Defense. Our governmental contracts
presently make up 73 percent of our business.

iOras key corporate clients include Shell, Marathon Oil, Stolt
Nielsen and KPMG. Together, our corporate clients make up 27
percent of our business.

Work in Progress and Further
Developments

iOra is currently in the final stages of monetizing, finalizing
and assessing a potential qualified sales pipeline of some $7
million.

Management has identified a series of major contract
opportunities over the upcoming three years which represent a
proportion of renewals and product enhancements to existing
contracts, enlargement of existing contractual relationships and
new business wins. Military sales are likely to be focused on the
5 Eyes these are the military operations of the United States,
Great Britain, Canada, Australia and New Zealand. iOra is also
actively engaged with other NATO countries and approved Non-NATO
military organizations through its partner network around the
globe. In order to diversify iOras customer base away from
government and quasi-government users, we are currently investing
in applying our core product competencies to cyber-security, with
particular emphasis on financial services; a market segment
well-known to our senior management.

Following the closing of the Contribution Agreement, iOras
management intends to seek further acquisitions within the
replication space and ancillary solutions space. We expect these
plans to require raising funds through the sale of our equity and
debt securities. Our intention is to create a diversified base of
customers in the replication businesses with a mixture of
contract and subscription based products and services.

Sales Cycle and Revenue Streams

As the underlying service is typically part of a wider enterprise
sale, the sales cycle particularly when it involves government
and military work can be quite extended and often takes up to two
years from when iOra first identifies an opportunity until a
customer purchases licenses and enters into related maintenance
and support contracts. iOra is often supporting the lead
consultant with engineering and configuration in order to prove a
solution to an end customer before it is officially commissioned.
This means iOras sales and technical teams have high visibility
of potential sales and is able to obtain good intelligence as to
which programs are moving forward and within what time period
such products will go live.

The business enjoys an exceedingly high gross margin of around 90
percent as revenues far exceed the cost of maintaining iOras
comparatively small annualized fixed costs base. In addition, due
to the nature of our product, iOras business benefits from its
customer base periodically updating its underlying technology,
which requires our customers to purchase additional software from
us without us having to make significant capital expenditures to
enhance and/or upgrade our products.

Historically, revenues are derived from license sales and related
maintenance contracts. The license sale is often in the form of a
one-off payment and derivative maintenance payments over the life
of any given contract. However, many large contracts won by us
between 2005 and 2007 will soon expire and are now in the process
of renewal. Typically, renewal involves the end-user
re-specifying its underlying needs and the core technology it
wants to utilize. For example, many government and military
organizations are migrating to cloud-based technology. This
represents a sizeable opportunity for iOra and its technology
offerings, with data replication across wide server bases as its
key competence.

Marketing

iOras products are marketed through a mixture of third party
agents and technology consultants, along with direct contact and
negotiations with end users. iOras software will typically form
part of a larger technology platform commissioned by the
end-user. Such programs tend to have a lead consultant who
designs and specifies all elements of the technological
architecture and implementation. As a result of pre-revenue
engineering and configuring work carried out by iOras engineers,
iOra often has direct contact with the client while working
alongside a lead consultant such as CGI Group, Inc., Hewlett
Packard Enterprise or BAE Systems, plc.

To build awareness of its products and build upon existing
relationships with new and potential customers, senior iOra
staffers attend many industry events and meetings, as well as
engaging in direct contact and marketing to potential new users.

iOra has access to various industry-specific web-based news
services and publications which enable it to track potential
procurement programs. iOras world-wide network of agents and
consultant relationships provides iOra with opportunities to
create new business while building upon old relationships through
contract renewals and systems upgrades.

The current sales program is mainly monitored and executed
through a mixture of technicians and support executives within
iOra. Key commercial negotiations and closings are led by the
Product Director and the Chief Executive Officer.

Intellectual property

iOra owns two US patents and one European patent application. The
patents are discussed briefly below.

System and Method for Reducing the Size of Data Difference
Representations (US Patent Number 7,028,251)

This patent is directed to systems, methods, and carrier mediums
storing program computer instructions for reducing the size of
data difference representations. Input data streams are split
into one or more output data streams such that the output data
streams may be recombined and used to regenerate the original
input data stream. Each of the output data streams may be
independently differenced against the equivalent data stream from
the previous version of the data. Non-localized changes in the
input data stream may be converted into localized changes. The
difference representations of the streams may be packaged into a
single stream for transmission over a computer network. The
receiving computer may reconstruct the difference representations
and recreate the translated data streams representing the updated
data.

Systems and Methods for Modifying a Set of Data Objects
(US Patent Number 7,472,254)

This patent is directed to systems, methods, and computer
readable storage mediums comprising program instructions for
generating and updating a file system on a client computer. An
original file system is compared to an updated file system with
differences being defined in specific data blocks including new
modified, and deleted data blocks. New or modified data blocks
may be sent to the client computer with reference file updates to
update the file system on the client computer. As the file system
is updated, new data blocks and modified data blocks may replace
deleted data blocks.

Pending Patent Applications

iOra owns a European Patent, EP0994425, entitled System and
Method for Generating File Updates for Files Stored on Read-Only
Media. The patent is directed to systems and methods for
generating file updates for files stored on read-only media. The
methods are for representing modifications to a set of data
objects and are generally directed to generating a baseline
identifying content of a first set of data objects comprising a
plurality of files as data objects, including a basis index data
block table which stores for each unique data block within the
first set of data objects, a source file identifier, an offset
from the start of the file, and the length of the data block;
identifying differences between a second and first version of the
sets of data objects to generate update information, including
references that already exist and did not exist in the first
version; and generating the second version from the first using
the update information.

Competition

iOra occupies a unique space in term of product provision and
underlying technology and intellectual property. As a result,
direct competition is limited, but Microsoft, Colligo, Metalogix
and Avepoint all have interests in the area of data replication
as part of wider enterprise solutions and may become direct
competitors at some time in the future.

Financing

iOra has historically benefited from lending arrangements in
place with Coutts Bank in London, UK, by way of an term loan (the
Term Loan). The Term Loan was taken out in the name of
Stocksfield and cross-guaranteed by iOra. The cross-guarantee, by
way of a debenture, resulted from iOra having historically been a
part of a larger group of companies with a central treasury
function.

In June of 2016, the Term Loan was capitalized as a term loan
expiring in 2017, in the name of Stocksfield. The Term Loan had a
$230,039 balance as of December 31, 2016. The Term Loan is
repayable on a monthly basis at an annualized interest rate of
4.0 per cent above the Bank of England Base Rate.

iOra itself has also used the invoice discounting facilities of
Bibby Financial Services, a UK trade finance provider (Bibby). As
of December 31, 2016, iOra had a $424,398 balance due to Bibby.

iOra has also been funded by long-term financing arrangements
with its parent company, Stocksfield Limited, who has utilized
its own facilities to bolster iOras capital position against
future trade receipts. As of December 31, 2016, the amount owed
to Stocksfield by way of a related party loan was $906,445.

The Business Combination and, more specifically, the contribution
of Stockfields shares in iOra, crystallizes a proportion of
Stockfields long-term debt as well as the above Overdraft
Facility. In addition, Stockfields main lenders are Forum
International Funds and Durham Capital, both of Luxembourg. In
the aggregate, as of December 31, 2016, Stocksfield owed
$6,872,702 to these funds. The borrowings are secured by way of
Stockfields assets, inclusive of its shareholding in iOra.

As a result of Stocksfield contributing its shares in iOra and
the aforementioned crystallization of the loans, iOra will be
settling $3,290,313 of Stocksfields debt.

Going forward, the Company intends to raise equity capital and
utilize retained earnings to satisfy its outstanding debts and
finance on-going costs and development. In addition, we
anticipate the Company will seek acquisitions that have
relatively reliable income streams from subscriptions or services
to match and enhance iOras revenues.

Description of Properties

iOra does not own any real property. Its main operational offices
are located in Hook, Hampshire, UK, where iOra leases a 3,110
square foot space which is leased on a rolling three-month basis.

Employees

As of the date of the Business Combination, iOra had 12
employees. None of iOras employees are covered by collective
bargaining and we consider our relations with our employees to be
good.

iOras main accounting and administrative function is provided by
Stocksfield. It is envisioned that as the Company grows through
new contract wins and potential acquisitions, the administrative
services provided by Stocksfield will be gradually withdrawn and
iOra will perform its own internal accounting and administration
services, thus resulting in an increase in iOras employees.

Government Regulation

Other than the company law and employment law of the United
Kingdom, U.S. federal and state securities law, and the
procurement laws of the countries within which we provide
software and services, iOra is not subject to any specific
regulations. Certain employees require on-going security
clearance for visiting sensitive government and military
customers and installations. However, the clearance is provided
by the end-user or a related agency.

Suppliers

iOra utilizes the following key suppliers for its telephone and
internet connectivity and domain hosting services:

British Telecom – ISDN30 (Telephone Lines)
4D Data Centres – 100Mb Fibre Connection (Internet)
LCN (Low Cost Names) Domain Name hosting services

In addition, iOra utilizes the following key third party online
software providers:

Storm Technologies Ltd. – Kaspersky (Antivirus)
Storm Technologies Ltd. – Sonicwall MS (Firewalls)
Storm Technologies Ltd. – Mailmarshal (Email filter)

RISK FACTORS

The following risk factors, among others, could in the future
affect our actual results of operations and could cause our
actual results to differ materially from those expressed in
forward-looking statements made by us. These forward-looking
statements are based on current expectations and we assume no
obligation to update this information.Before you decide to buy,
hold, or sell our shares of our Common Stock, you should
carefully consider the risks described below, in addition to the
other information contained elsewhere in this annual report. The
following risk factors are not the only risk factors facing our
Company. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also affect our
business. Our business, financial condition and results of
operation could be seriously harmed if any of the events
underlying any of these risks or uncertainties actually occurs.
In that event, the price for our ordinary shares could decline,
and you may lose all or part of your investment.

Risk Factors Relating to Our Business and
Industry

We have a history of operating losses and may not
achieve or sustain profitability in the future.

We incurred operating losses in the past, including operating
losses of approximately $1.7 million and $1.8 million in the
fiscal years ended December 31, 2015 and 2014, respectively. Our
ability to achieve and sustain profitability in the future
depends in part on the rate of growth of, and changes in
technology trends in, our market; the global economy; our ability
to develop new products and technologies in a timely manner; the
competitive position of our products; our ability to manage our
operating expenses; and other factors and risks, some of which
are described in this current report. We may also seek to
increase our operating expenses and make additional expenditures
in anticipation of generating higher revenues, which we may not
realize, if at all, until sometime in the future. For example,
our operating expenses were approximately $3.3 million in the
fiscal year ended December 31, 2015 as compared to approximately
$4.4 million in the fiscal year ended December 31, 2014, while
our revenues during the same periods were approximately $1.5
million in 2015 and approximately $2.6 million in 2014. As such,
there can be no assurance that we will be able to achieve or
sustain profitable operations in the future.

Our failure to grow following our merger into a U.S.
public company would adversely affect the development of our
business.

We have increased our number of full-time employees from nine at
December 31, 2014 to 12 at December 31, 2015, however, our
revenue has actually decreased from approximately $2.6 million in
2014 as compared to approximately $1.5 million in 2015. As such,
our company has contracted in recent years, placing a significant
strain on our financial resources. While we expect to expand our
overall business, customer base, headcount and operations in the
near future, we can offer no assurance or guarantee that we will
be effective in doing so. If we do not grow as anticipated, this
will place challenges on the Companys development, including our
ability to recruit, train and retain skilled personnel to
effectively manage our international operations and the risks
associated therewith; while effectively managing our expenses
related to any future growth. If we fail to grow, we may be
unable to execute our business plan or maintain high levels of
service which could negatively affect our financial results.

We face risks associated with acquisitions of
businesses and technologies.

As part of our growth strategy, we may evaluate and pursue
additional acquisitions of, or significant investments in, other
complementary companies or technologies to increase our
technological capabilities and expand our product offerings.
Acquisitions and the successful integration of new technologies,
products, assets or businesses that we have acquired, or will
acquire in the future, continue to require, and will require,
significant attention from our management and could result in a
diversion of resources from our existing business, which in turn
could have an adverse effect on our business operations. Other
risks commonly encountered with acquisitions include disruption
of our ongoing business; difficulties in integration of the
acquired operations and personnel; inability of our management to
maximize our financial and strategic position by the successful
implementation of uniform product offerings and the incorporation
of uniform technology into our product offerings and control
system; being subject to known or unknown contingent liabilities,
including taxes, expenses and litigation costs; and inability to
realize expected synergies or other anticipated benefits. We
cannot assure you that we will be successful in overcoming these
risks or any other problems we may encounter in connection with
recent acquisitions or other potential future acquisitions. Our
inability to successfully integrate the operations of an acquired
business, including a successful implementation of the
technologies we acquire, and realize anticipated benefits
associated with an acquisition could have a material adverse
effect on our business, financial condition, results of
operations and cash flows. Acquisitions or other strategic
transactions may also result in dilution to our existing
shareholders if we issue additional equity securities as
consideration or partial consideration (as we have done with all
of our acquisitions in the past several years) as well as in the
incurrence of indebtedness if we borrow funds to finance such
transactions. We may also be required to amortize significant
amounts of intangible assets or record impairment of goodwill in
connection with future acquisitions, which would adversely affect
our operating results.

The loss of one or more of our significant customers
or a decline in demand from one or more of these customers could
harm our business.

Historically, a limited number of customers accounted for a
substantial portion of our total sales. For example, in 2015,
sales to our largest customer accounted 51 percent of our
revenues. There can be no assurance that such customers will
continue to order our products in the same level or at all. A
reduction or delay in orders from such customers, including
reductions or delays due to market, economic or competitive
conditions, could have a material adverse effect on our business,
operating results and financial condition.

Our products have a lengthy sales
cycle.

Our customers typically use our products to deploy and enable the
use of applications that are critical to their business. As a
result, the licensing and implementation of our products
generally involves a significant commitment of attention and
resources by prospective customers and, at times, the sales cycle
for some of our products extends up to 24 months. Because of the
long approval process that typically accompanies strategic
initiatives or capital expenditures by companies, and
particularly with respect to the sale of our large-scale
solutions, our sales process is often delayed, with little or no
control by us over any delays. Our sales cycles can be further
extended for sales made through or with the involvement of third
party distributors or partners. We cannot control such delays and
cannot control the timing of sales cycles or our sales revenue.
Delay in the sales cycles of our products could result in
significant fluctuations in our quarterly operating results or
difficulty in forecasting revenues for any given period.

Our business and operating results may be adversely
affected by competition, including as a result of consolidation
of our competitors.

The markets for our software products are intensely competitive
and, particularly in the file replication and remote access
markets, also fragmented. Competition in our industry is
generally based on product performance, depth of product line,
technical support and price. We compete both with international
and local software providers, many of whom have significantly
greater financial, technical and marketing resources than us. In
the field of enterprise file replication and remote access, we
also compete with providers of open source and freeware
solutions, which are substantially less expensive than our
solutions. We anticipate continued growth and competition in the
software products market. In the past few years, we have
identified a trend of consolidation in the software industry in
general, and in the real-time data integration market in
particular. For example, in December 2013, International Business
Machines Corporation, or IBM, acquired Aspera, Inc., which
engages, among other things, in the sale of managed file
transfer, or MFT, solutions. Consolidation and mergers in our
market may result in stronger competition by larger companies
that threaten our market positioning.

Our existing and potential competitors, such as Microsoft
Corporation and Colligo Networks Inc., who compete with similar
products or services we offer, may offer or be able to develop
software products and services that are as effective as, or more
effective or easier to use than, those offered by us. Such
existing and potential competitors may also enjoy substantial
advantages over us in terms of research and development
expertise, manufacturing efficiency, name recognition, sales and
marketing expertise and distribution channels, as well as
financial resources.There can be no assurance that we will be
able to compete successfully against current or future
competitors or that competition will not have a material adverse
effect on our future revenues and, consequently, on our business,
operating results and financial condition.

The success of our software products is dependent on
our ability to penetrate the market for file replication and
remote access software.

The market for our products and file replication software in
general is a rapidly evolving market. Our future success of
selling our Geo-Replicator software and other lines of products
will depend to some extent on its ability to penetrate the
existing market for file replication software, as well as the
continued growth, maturity and expansion of the market for file
replication software. If the market for file replication software
fails to grow or expand or decreases in size, our business could
be harmed.

We must develop new products and solutions as well as
enhancements and new features to existing products to remain
competitive and our future growth will depend upon market
acceptance of our products.

We compete in a market that is characterized by technological
changes and improvements and frequent new product introductions
and enhancements.The introduction of new technologies and
products could render existing products and services obsolete and
unmarketable and could exert price pressures on our products and
services.Our future success and growth will depend upon our
ability to address the increasingly sophisticated needs of our
customers by, among others:

supporting existing and emerging hardware, software,
databases and networking platforms;
developing and introducing new and enhanced applications that
keep pace with such technological developments, emerging new
markets and changing customer requirements; and

gaining and consecutively increasing market acceptance of our
products.

We are currently developing new products as well as enhancements
and new features to our existing products and solutions. We may
not be able to successfully complete the development and market
introduction of new products or product enhancements or new
features.If we fail to develop and deploy new products and
product enhancements or features on a timely basis or if we fail
to gain market acceptance of our new products, our revenues will
decline and we may lose market share to our competitors.

If our products are unable to interoperate with
hardware and software technologies developed and maintained by
third parties that are not within our control, our ability to
develop and sell our products to our customers could be adversely
affected, which would result in harm to our business and
operating results.

Our products are designed to interoperate with and provide access
to a wide range of third-party developed and maintained hardware
and software technologies, which are used by our customers. For
example, our Geo-Replicator software interoperates with many
database environments, such as Microsoft Sharepoint and Oracle.
The future design and development plans of the third parties that
maintain these technologies are not within our control and may
not be in line with our future product development plans. We may
also rely on such third parties, particularly certain third-party
developers of database and application software products, to
provide us with access to these technologies so that we can
properly test and develop our products to interoperate with the
third-party technologies. These third parties may in the future
refuse or otherwise be unable to provide us with the necessary
access to their technologies. In addition, these third parties
may decide to design or develop their technologies in a manner
that would not be interoperable with our own. If any of the
situations described above were to occur, we would not be able to
continue to market our products as interoperable with such
third-party hardware and software, which could adversely affect
our ability to successfully sell our products to our customers.

Our products may contain defects that may be costly
to correct, delay market acceptance of our products, harm our
reputation and expose us to litigation.

Despite our testing procedures, errors may be found in our
software products.If defects are discovered, we may not be able
to successfully correct them in a timely manner, or at
all.Defects and failures in our products could result in a loss
of, or delay in, market acceptance of our products and could
damage our reputation.Although our license agreements with our
customers typically contain provisions designed to limit our
exposure to potential product liability claims, it is possible
that these provisions may not be effective or enforceable under
the laws of some jurisdictions, and we could fail to realize
revenues and suffer damage to our reputation as a result of, or
in defense of, a substantial claim.

The loss of the services of our key personnel would
negatively affect our business.

Our future success depends to a large extent on the continued
services of our senior management and key personnel, including,
in particular, Mark Thompson, the Chairman of our Board of
Directors, President and our Chief Executive Officer.Any loss of
the services of members of our senior management or other key
personnel, and especially those of Mr. Thompson would adversely
affect our business.

We are subject to risks relating to intellectual
property rights and risks of infringement.

We are dependent upon our proprietary software technology and we
rely primarily on a combination of patent, copyright and
trademark laws, trade secrets, confidentiality procedures and
contractual provisions to protect our proprietary rights. To
protect our software, documentation and other written materials,
we primarily rely on trade secret and copyright laws, which
afford only limited protection.It is possible that others will
develop technologies that are similar or superior to our
technology.Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products
or to obtain and use information that we regard as proprietary.It
is difficult to police the unauthorized use of products in our
field, and we expect software piracy to be a persistent problem,
although we are unable to determine the extent to which piracy of
our software products exists.In addition, the laws of certain
countries do not protect our proprietary rights as fully as do
the laws of the United States and the United Kingdom.We cannot be
certain that our means of protecting our proprietary rights will
be adequate or that our competitors will not independently
develop similar technology. There can be no assurances as to the
degree of protection offered by any intellectual property issued
to or licensed by the Company. Recent and future changes in
United States patent law and in how United States patent law is
applied in the United States also could negatively affected the
Companys patent position in the United States.

Possible infringement of intellectual property of
others.

We are not aware that we have infringed any proprietary rights of
third parties.It is possible, however, that third parties will
claim that we have infringed upon their intellectual property
rights.It would be time consuming for us to defend any such
claims, with or without merit, and any such claims could:

result in costly litigation;
divert managements attention and resources;
cause product shipment delays; and
require us to enter into royalty or licensing agreements.Such
royalty or licensing agreements, if required, may not be
available on terms acceptable to us, if at all.

If there is a successful claim of infringement against us and we
are not able to license the infringed or similar technology or
other intellectual property, our business, operating results and
financial condition would be materially adversely affected. In
addition, we could be subject to damages, injunction from use,
sale or licensing of our product, as well as attorneys fees.

We incorporate open source technology in our products
which may expose us to liability and have a material impact on
our product development and sales.

Some of our products utilize open source technologies. These
technologies are licensed to us under varying license structures,
including the General Public License, or the GPL, a software
license that is, in general, designed to guarantee end users the
freedom to use and modify the licensed software under the GPL
while ensuring such freedom is preserved whenever the work is
distributed. If we have improperly integrated, or in the future
improperly integrate software that is subject to such licenses
into our products, in such a way that our software becomes
subject to the GPL or similar licenses, we may be required to
disclose our own source code to the public. This could enable our
competitors to eliminate any technological advantage that our
products may have over theirs. Any such requirement to disclose
our source code or other confidential information related to our
products could materially and adversely affect our competitive
position and impact our business, results of operations and
financial condition.

We may need to raise additional capital in the
future, which may not be available to us.

As of September 30, 2016, we had cash and cash equivalents of
approximately $0, with accounts receivable and other prepaid
expenses of $84,349. We do not anticipate that our existing
capital resources will be adequate to satisfy our working capital
and capital expenditure requirements for the immediate future
and, as such, we will need to raise additional funds in the near
term in order to satisfy our working capital and capital
expenditure requirements. There is no assurance that we will be
able to obtain additional funds on a timely basis, on acceptable
terms or at all. If we cannot raise needed funds on acceptable
terms, we may be required to delay, scale back or eliminate some
aspects of our operations.In addition, if additional funds are
raised through the issuance of equity securities, the percentage
ownership of then current shareholders would be diluted.

We have significantshort-term debt obligations, which
we intend to pay off in the near future. Failure to either
satisfy, extend the maturities of, or to refinance, that debt
could result in defaults, and in certain instances, foreclosures
on our assets. Moreover, we may be unable to obtain financing to
fund ongoing operations and future growth.

At September 30, 2016, we had short-term bank and related party
loans of outstanding of $2,012,734 in short-term bank loans and
loans due to related parties. While we intend to pay these loans
off in conjunction with the Business Combination, or soon
thereafter, failure to satisfy these loans or otherwise obtain
extensions of the maturitydates of, or to refinance, these
obligations or to obtain additional equity financing to meet
these debt obligations would result in an event of default with
respect to such obligations and could result in the foreclosure
on our assets. The sale of such collateral at foreclosure would
significantly disrupt our business, which could significantly
lower our sales and profitability. In the event we are unable to
satisfy these loans upon completion of the Business Combination,
we may be able to refinance or obtain extensions of the
maturities of all or some of such debt only on terms that
significantly restrict our ability to operate, including terms
that place additional limitations on our ability to incur other
indebtedness, to pay dividends, to use our assets as collateral
for other financing, to sell assets or to make acquisitions or
enter into other transactions. Such restrictions may adversely
affect our ability to finance our future operations or to engage
in other business activities. If we finance the repayment of our
outstanding indebtedness by issuing additional equity or
convertible debt securities, such issuances could result in
substantial dilution to our stockholders.

While we believe that our revenue growth projections and our
ongoing cost controls will allow us to generate cash and achieve
profitability in the foreseeable future, there is no assurance as
to when or if we will be able to achieve our projections. Our
future cash flows from operations, combined with our
accessibility to cash and credit, may not be sufficient to allow
us to finance ongoing operations or to make required investments
for future growth. We may need to seek additional credit or
access capital markets for additional funds. There is no
assurance that we would be successful in this regard.

We may be required to pay additional taxes due to tax
positions that we undertook.

We operate our business in various countries, and we attempt to
utilize an efficient operating model to optimize our tax payments
based on the laws in the countries in which we operate. This can
cause disputes between us and various tax authorities in the
countries in which we operate whether due to tax positions that
we have taken regarding filing of various tax returns or in cases
where we determined not to file tax returns. In particular, not
all of the tax returns of our operations are final and may be
subject to further audit and assessment by the applicable tax
authorities. There can be no assurance that the applicable tax
authorities will accept our tax positions. In such event, we may
be required to pay additional taxes, as a result of which, our
future results may be adversely affected.

Our operating results fluctuate significantly and are
affected by sales cycles, timing and speed of government
procurement programs and various other factors.

Our quarterly results have fluctuated significantly in the past
and may fluctuate significantly in the future.Our future
operating results will depend on many factors, including, but not
limited to, the following:

the size and timing of significant orders and their timely
fulfillment;
demand for our products;
sales cycles;
government procurement processes;
domestic and international economic and political conditions;
changes in our pricing policies or those of our competitors;
the number, timing and significance of product enhancements;
new product announcements by us and our competitors;
our ability to successfully market newly acquired products
and technologies;
our ability to develop, introduce and market new and enhanced
products on a timely basis;
changes in the level of our operating expenses;
budgeting cycles of our customers;
customer order deferrals in anticipation of enhancements or
new products that we or our competitors offer;
product life cycles;
software bugs and other product quality problems;
personnel changes;
changes in our strategy;
currency exchange rate fluctuations and economic conditions
in the geographic areas where we operate; and
the inherent uncertainty in marketing new products or
technologies.

Since our expense levels are relatively fixed in the short term,
if revenue levels fall below expectations, our quarterly results
are likely to be disproportionately adversely affected because a
proportionately smaller amount of our expenses varies with our
revenues. Due to the foregoing factors, quarterly revenues and
operating results are difficult to forecast, and period-to-period
comparisons of our operating results may not necessarily be
meaningful. In addition, in some future quarter our operating
results may be below the expectations of public market analysts
and investors.In such event, it is likely that the price of
shares of our common stock would be materially adversely
affected.

Our financial results may be adversely affected by
currency fluctuations.

Since we report our financial results in dollars, fluctuations in
rates of exchange between the dollar and non-dollar currencies
may have a material adverse effect on our results of
operations.We also generate revenues in other currencies such as
the Euro. As a result, some of our financial assets are
denominated in these currencies, and fluctuations in these
currencies could adversely affect our financial results. In
addition, a material portion of our expenses, principally
salaries and related personnel expenses, are paid in pounds.
Exposure to currency fluctuations to date has not had a material
adverse effect on our business, there can be no assurance such
fluctuations in the future will not have a material adverse
effect on our operating results and financial condition.

Cyber-attacks or other data security incidents may
compromise the integrity of our products, harm our reputation and
adversely impact our business and financial
results.

Despite our efforts to protect our proprietary rights, including
maintaining the security and integrity of our product source
code, the threats to network and data security are increasingly
diverse and sophisticated. We and our software solutions could be
targets of cyber-attacks (including, among others, malware,
viruses and other disruptive activities of individuals or groups)
designed to impede the performance of our solutions, penetrate
our network security or the security of our solutions,
misappropriate proprietary information or cause other
interruptions to our business. The impact of such incidents
could, among other things, disrupt the proper functioning of our
software products, cause errors in the output of our customers
work and allow unauthorized access to sensitive, proprietary or
confidential information of ours or our customers and other
destructive outcomes. Although we have not identified any such
incidents of sabotage or unauthorized access by a third party, if
we experience an actual or perceived breach of security in our
internal systems or to our software products, it may compromise
the integrity of our products, harm our reputation and we could
also face lawsuits and potential liability. If any of these
events happen, our business and financial results could suffer.
In addition, the cost and operational consequences of
implementing further data protection measures is expected to
increase and such increases may be significant. Also, we could be
negatively impacted, including by incurring compliance costs, by
existing and proposed laws and regulations related to privacy and
data protection.

Our internal control over financial reporting is not
presently effective and there is no assurance that our internal
control over financial reporting will be effective in the future,
which could result in our financial statements being unreliable,
government investigation or loss of investor confidence in our
financial reports.

The Sarbanes-Oxley Act of 2002, or SOX, imposes certain duties on
us. In particular, continued compliance with Section 404 of SOX
and the related regulations regarding our assessment of our
internal control over financial reporting and the required
auditor attestation of such internal control requires the
commitment of significant financial and managerial resources. If
we fail to maintain the adequacy of our internal controls, we may
not be able to ensure that we can conclude on an ongoing basis
that we have effective internal control over financial reporting.
We may also identify material weaknesses or significant
deficiencies in our internal control over financial reporting. In
the future, if we are unable to assert that our internal controls
are effective, our investors could lose confidence in the
accuracy and completeness of our financial reports, which in turn
could cause our stock price to decline. Failure to maintain
effective internal control over financial reporting could also
result in investigation or sanctions by regulatory authorities.

Risks Relating to Our International Operations

Our operations in international markets and earnings
in those markets may be affected by legal, regulatory, political,
and economic risks.

We operate in the U.S. and the U.K., serving customers primarily
in Europe and North America, although our customers have
significant operations across more than 25 countries, including
many of the worlds largest military organizations and private
sector multinationals. Our operations in international markets
and earnings in those markets may be affected by legal,
regulatory, political and economic risks. Our ability to maintain
the current level of operations in our existing international
markets and to capitalize on growth in existing and new
international markets is subject to risks associated with
international operations. These include the burdens of complying
with a variety of laws and regulations, unexpected changes in
regulatory requirements, new tariffs or other barriers to some
international markets.

We cannot predict whether quotas, duties, taxes, exchange
controls or other restrictions will be imposed by the U.S. or
other countries upon our international operations in the future
or what effect any of these actions would have on our business,
financial condition or results of operations. We cannot predict
whether there might be changes in our ability to repatriate
earnings or capital from international jurisdictions. Changes in
regulatory and geopolitical policies and other factors may
adversely affect our business or may require us to modify our
current business practices.

Changes in foreign, cultural, political, and
financial market conditions could impair our international
operations and financial performance.

The economies of foreign countries important to our operations
could suffer slower economic growth or economic, social and/or
political instability or hyperinflation in the future.
International operations, including research development and
sales (and the international operations of our customers), are
subject to inherent risks which could adversely affect us,
including, among other things:

new restrictions on access to markets;
lack of developed infrastructure;
inflation or recession;
changes in and the burdens and costs of compliance with a
variety of foreign laws and regulations, including tax laws,
accounting standards, environmental laws and occupational
health and safety laws;
social, political or economic instability;
acts of war and terrorism;
natural disasters or other crises;

reduced protection of intellectual property rights in some
countries;
increases in duties and taxation; and
restrictions on transfer of funds and/or exchange of
currencies; expropriation of assets; and other adverse
changes in policies, including monetary, tax and/or lending
policies, relating to foreign investment or foreign trade by
countries in which we operate.

Should any of these risks occur, our ability to sell our products
or repatriate profits could be impaired and we could experience a
loss of sales and profitability from our international
operations, which could have a material adverse impact on our
business and financial conditions.

Our international activities expose us to
fluctuations in currency exchange rates that could adversely
affect our results of operations and cash
flows
.

Our international activities expose us to changes in foreign
currency exchange rates. Such fluctuations could result in our
(i)paying higher prices for certain imported goods and services,
(ii)realizing lower prices for any sales denominated in
currencies other than U.S. dollars, (iii)realizing lower net
income, on a U.S. dollar basis, from our international operations
due to the effects of translation from weakened functional
currencies, and (iv)realizing higher costs to settle transactions
denominated in other currencies. Any of these risks could
adversely affect our results of operations and cash flows.

We may implement certain measures such as entering into forward
contracts to help manage the currency risk related to certain
business transactions denominated in foreign currencies. To the
extent these transactions are completed, the contracts minimize
our risk from exchange rate fluctuations because they offset
gains and losses on the related foreign currency denominated
transactions. However, there can be no assurances that we will be
able to effectively utilize these forward exchange contracts in
the future to offset significant risk related to fluctuations in
currency exchange rates. In addition, there can be no assurances
that the counter party to the contract will perform their
contractual obligations to us to realize the anticipated benefits
of the contracts.

We could be adversely affected by violations of the
U.S. Foreign Corrupt Practices Act and similar foreign
anti-bribery laws.

The United States Foreign Corrupt Practices Act (the FCPA) and
similar worldwide anti-bribery laws generally prohibit companies
and their intermediaries from making, offering or authorizing
improper payments to non-U.S. government officials for the
purpose of obtaining or retaining business. We do business and
may do additional business in the future in countries or regions
where strict compliance with anti-bribery laws may conflict with
local customs and practices. Violations of anti-bribery laws
(either due to our acts or our inadvertence) may result in
criminal and civil sanctions and could subject us to other
liabilities in the U.S. and elsewhere. Even allegations of such
violations could disrupt our business and result in a material
adverse effect on our business and operations.

We are committed to doing business in accordance with applicable
anti-corruption laws and our own internal policies and
procedures. We also plan to implement policies and procedures
concerning compliance with the FCPA that is disseminated to
employees, directors, contractors and agents. Our policies and
procedures and any future improvements, however, may prove to be
less than effective, and our employees and consultants may engage
in conduct for which we might be held responsible. Some foreign
jurisdictions may require us to utilize local agents and/or
establish joint ventures with local operators or strategic
partners. Even though some of our agents and partners may not
themselves be subject to the FCPA or other non-U.S. anti-bribery
laws to which we may be subject, if our agents or partners make
improper payments to non-U.S. government officials in connection
with engagements or partnerships with us, we could be
investigated and potentially found liable for violation of such
anti-bribery laws and could incur civil and criminal penalties
and other sanctions, which could have a material adverse effect
on our business, financial position, results of operations and
cash flows.

Risks Relating to Our Securities

No public market for our common stock currently
exists, and an active trading market may not develop or be
sustained following this offering.

Although our common stock is listed for quotation on the OTC Pink
under the ticker symbol BTXI, as of the date of this current
report, there has not been any active trading in our common
stock. There is a risk that we will not be able to have our stock
listed or quoted on a more established market, and even if we are
able to do so (of which no assurances can be given), we cannot
predict whether an active market for our common stock will ever
develop in the future. In the absence of an active trading
market, investors may have difficulty buying and selling or
obtaining market quotations, market visibility for shares of our
common stock may be limited and a lack of visibility for shares
of our common stock may have a depressive effect on the market
price for shares of our common stock.

Assuming we can find market makers to establish quotations for
our common stock, we expect that our common stock will be quoted
on the OTC Bulletin Board (known as the OTCBB) or OTCQB market
operated by OTC Markets Group, Inc. Like the OTC Pink, these
markets are relatively unorganized, inter-dealer,
over-the-counter markets that provide significantly less
liquidity than NASDAQ or the NYSE MKT (formerly known as the NYSE
AMEX).No assurances can be given that our common stock, even if
quoted on such markets, will ever trade on such markets, much
less a senior market like NASDAQ or NYSE MKT. In this event,
there would be a highly illiquid market for our common stock and
you may be unable to dispose of your common stock at desirable
prices or at all. Moreover, there is a risk that our common stock
could be delisted from the OTCBB/OTCQB, in which case it might
again be listed on OTC Pink, which is even more illiquid than the
OTC Bulletin Board.

The lack of an active market impairs our investors ability to
sell shares of our common stock at the time they wish to sell
them or at a price that you consider reasonable. The lack of an
active market may also reduce the fair market value of shares of
our common stock. An inactive market may also impair our ability
to raise capital to continue to fund operations by selling shares
of our common stock and may impair our ability to expand our
operations through acquisitions by using our shares as
consideration.

In the event a market develops for our common stock,
the market price of our common stock may be
volatile.

In the event a market develops for our common stock, the market
price of our common stock may be highly volatile, as is the stock
market in general, and the market for OTC Bulletin Board or OTC
Pink quoted stocks in particular. Some of the factors that may
materially affect the market price of our common stock are beyond
our control, such as changes in financial estimates by industry
and securities analysts, conditions or trends in the industry in
which we operate. These factors may materially adversely affect
the market price of our common stock regardless of our
performance. In addition, the public stock markets have
experienced extreme price and trading volume volatility. This
volatility has significantly affected the market prices of
securities of many companies for reasons frequently unrelated to
the operating performance of the specific companies. These broad
market fluctuations may adversely affect the market price of our
common stock.

Because we are not subject to compliance with rules
requiring the adoption of certain corporate governance measures,
our stockholders have limited protections against interested
director transactions, conflicts of interest and similar
matters.

The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), as well as rule
changes proposed and enacted by the Commission, the New York
Stock Exchange and the NASDAQ Stock Market as a result of
Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to
enhance the integrity of corporate management and the securities
markets and apply to securities which are listed on those
exchanges or the NASDAQ Stock Market. Because we are not
presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the
substantial additional costs associated with such compliance any
sooner than necessary, we have not yet adopted all of these
measures. As of the date of this current report, we are not in
compliance with requirements relating to the distribution of
annual and interim reports, the holding of stockholders meetings
and solicitation of proxies for such meeting and requirements for
stockholder approval for certain corporate actions.Regardless of
whether such compliance is required, the absence of such
standards of corporate governance may leave our stockholders
without protections against interested director transactions,
conflicts of interest and similar matters and investors may be
reluctant to provide us with funds necessary to expand our
operations.

Failure to achieve and maintain effective internal
controls in accordance with Section 404 of the Sarbanes-Oxley
could have a material adverse effect on our business and
operating results.In addition, current and potential stockholders
could lose confidence in our financial reporting, which could
have a material adverse effect on our stock price.

Effective internal controls are necessary for us to provide
reliable financial reports and effectively prevent fraud. If we
cannot provide reliable financial reports or prevent fraud, our
operating results could be harmed.We are required to document and
test our internal control procedures in order to satisfy the
requirements of Section 404 of the Sarbanes-Oxley, which requires
annual management assessments of the effectiveness of our
internal controls over financial reporting.During the course of
our testing, we may identify deficiencies or material weaknesses
which we may not be able to remediate immediately. In addition,
if we fail to maintain the adequacy of our internal controls, as
such standards are modified, supplemented or amended from time to
time, we may not be able to ensure that we can conclude on an
ongoing basis that we have effective internal controls over
financial reporting in accordance with Section 404 of the
Sarbanes-Oxley. Failure to achieve and maintain an effective
internal control environment could also cause investors to lose
confidence in our reported financial information, which could
have a material adverse effect on our common stock price.

The application of the SEC penny stock rules to our
common stock could limit trading activity in the market, and our
shareholders may find it more difficult to sell their shares of
our common stock.

Penny stocks generally are equity securities with a price of less
than $5.00. It is expected that our common stock will be trading
at less than $5.00 per share and is therefore subject to the
penny stock rules of the Securities and Exchange Commission.
Penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information
about penny stocks and the risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock
held in the customers account. The broker-dealer must also make a
special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchasers written
agreement to the transaction. These requirements may have the
effect of reducing the level of trading activity, if any, in the
secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers
by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit their
market price and liquidity of our securities. These requirements
may restrict the ability of broker-dealers to sell our common
stock and may affect your ability to resell our common stock.

FINRA sales practice requirements may also limit your
ability to buy and sell shares of our common stock, which could
depress the price of shares of our common stock.

FINRA rules require broker-dealers to have reasonable grounds for
believing that an investment is suitable for a customer before
recommending that investment to the customer. Prior to
recommending speculative low-priced securities to their
non-institutional customers, broker-dealers must make reasonable
efforts to obtain information about the customers financial
status, tax status and investment objectives, among other things.
Under interpretations of these rules, FINRA believes that there
is a high probability such speculative low-priced securities will
not be suitable for at least some customers. Thus, FINRA
requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may
limit your ability to buy and sell shares of our common stock,
have an adverse effect on the market for shares of our common
stock, and thereby depress price of our common stock.

Our shareholders may face significant restrictions on
the resale of shares of our common stock due to state blue sky
laws.

Each state has its own securities laws, often called blue sky
laws, which limit sales of securities to a states residents
unless the securities are registered in that state or qualify for
an exemption from registration, and also govern the reporting
requirements for broker-dealers doing business directly or
indirectly in the state. Before a security is sold in a state,
there must be a registration in place to cover the transaction,
or it must be exempt from registration. The applicable
broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or
exempt from registration under the laws of any state. A
determination regarding registration will be made by those
broker-dealers, if any, who agree to serve as market makers for
our common stock. We have not yet applied to have our securities
registered in any state and will not do so until we receive
expressions of interest from investors resident in specific
states after they have viewed this prospectus. There may be
significant state blue sky law restrictions on the ability of
investors to sell, and on purchasers to buy, our securities.
Accordingly, our investors may be unable to resell shares without
the significant expense of state registration or qualification.

We do not intend to pay dividends for the foreseeable
future, and our investors must rely on increases in the market
prices of our common stock for returns on equity
investment.

To date, we have not paid any cash dividends on our common stock.
The declaration and payment of dividends, if any, will always be
subject to the discretion of our Board. The timing and amount of
any dividends declared will depend on, among other things, our
earnings, financial condition and cash requirements and
availability and our ability to obtain debt and equity financing
on acceptable terms as contemplated by our growth strategy. For
the foreseeable future, earnings generated from our operations
will be retained for use in our business and not used to pay
dividends. Accordingly, our investors must rely on increases in
the market prices of our Common Stock for returns on equity
investment.

Volatility in our common stock price may subject us
to securities litigation.

The market for our common stock may have, when compared to
seasoned issuers, significant price volatility and we expect that
our share price may continue to be more volatile than that of a
seasoned issuer for the indefinite future. In the past,
plaintiffs have often initiated securities class action
litigation against a company following periods of volatility in
the market price of its securities. We may, in the future, be the
target of similar litigation. Securities litigation could result
in substantial costs and liabilities and could divert managements
attention and resources.

FINANCIAL INFORMATION

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following managements discussion and analysis should be
read in conjunction with the historical financial statements and
the related notes thereto contained in this Report. This
managements 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 this
Report that could cause actual results or events to differ
materially from those expressed or implied by the forward-looking
statements. The Companys 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 past
financial results of the Company is not pertinent. Under U.S.
generally accepted accounting principles (U.S. GAAP), the
historical financial results of iOra, the accounting acquirer,
prior to the Contribution are considered the historical financial
results of the Company.

The following discussion highlights iOras 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 iOras audited and unaudited financial statements contained in
this Report, which we have prepared in accordance U.S. GAAP. You
should read this discussion and analysis together with the
financial statements and the related notes thereto.

Also included are iOras unaudited financial statements for the
period January 1, 2016 to September 30, 2016. The information
contained therein has been reviewed by the Companys external
auditors.

Basis of Presentation

The audited financial statements of iOra for the fiscal years
ended December31, 2015 and 2014 include a summary of iOras
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. The same policies and
explanations are consistently applied in relation to iOras
unaudited financial statements for the period to September 30,
2016.

Overview

iOras 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.
iOras 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-Replicators 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, with interests in software and
property. Stocksfield provided iOra with certain administrative
services and also financed its operations during any lossmaking
periods. As a result, this financial information reflects iOras
ownership by a larger group rather than as an independent
operation.

Results of Operations

Unaudited Consolidated Financial Statements for the
three months ended September 30, 2016 and 2015

Revenues

iOra recognized revenue of $827,306 for the three months ended
September 30, 2016 compared to $447,510 for the three months
ended September 30, 2015. This increase in revenue occurred as a
result of the release of deferred maintenance revenue over the
three-month period, as well as a large sale of licenses
recognized by iOra. Certain large license sales were pushed out
and are likely to be realized in the first quarter of 2017.

Cost of Revenues

Total cost of revenue for three months ended September 30, 2016
was $629 compared to $12,721 for the three months ended September
30, 2015. This is not necessarily reflective of a company-wide
increase in margin, but can rather be attributed to specific
larger sales recognized in the period not incurring significant
costs.

Total Operating Expenses

Total operating expenses for the three months ended September 30,
2016 of $530,657 as compared to $865,456 for the three months
ended September 30, 2015 reflects the completion of our program
to reduce headcount and operating expenses.

Selling Expenses

Selling expenses reflect the indirect costs attributed to the
sales and marketing of iOra. A reduction to $30,407 for the three
months ended September 30, 2016, as compared to the three months
ended September 30, 2015 of $41,252 reflects the iOras approach
to cost minimization during this period of low sales activity
despite revenue being recognized as a result of the release of
previously concluded sales from deferred income.

General and Administrative Expenses

The decrease from $622,135 for the three months ended September
30, 2015 to $298,193 for the three months ended September 30,
2016 was primarily due to significantly reduced staffing costs.
This is reflective of iOras approach to minimizing overheads.
Revenue has been supplemented by the sales in the prior financial
year which have only been released from deferred income in the
current period.

Management Fees

The management fees reflect a re-charge by Stocksfield Limited to
iOra in relation to general administrative and treasury services,
as well as the cost of time of Stocksfield executives. Management
fees for the three months ended September 30, 2016 of $202,057
are comparable with the $202,069 for three-month period ended
September 30, 2015.

Unaudited Consolidated Financial Statements for the
nine months ended September 30, 2016 and 2015

Revenues

IOra recognized revenue of $1,638,607 for the nine months ended
September 30, 2016 compared to $1,094,847 for the nine months
ended September 30, 2015. This increase in revenue occurred as a
result of the release of deferred maintenance revenue over the
nine-month period, as well as a large sale of licenses recognized
by iOra. Certain large license sales were pushed out and are
likely to be realized in the first quarter of 2017.

Cost of Revenues

Total cost of revenue for nine months ended September 30, 2016
was $4,998 compared to $10,854 for the nine months ended
September 30, 2015. This is not necessarily reflective of a
company-wide increase in margin, but can rather be attributed to
specific larger sales recognized in the period not incurring
significant costs.

Total Operating Expenses

Total operating expenses for the nine months ended September 30,
2016 of $1,682,831 as compared to $2,525,835 for the nine months
ended September 30, 2015 reflect the completion of our program to
reduce headcount and operating expenses.

Selling Expenses

Selling expenses reflect the indirect costs attributed to the
sales and marketing of iOra. A significant reduction to $68,395
for the nine months ended September 30, 2016, as compared to the
nine months ended September 30, 2015, of $131,992 is reflective
of iOras approach to cost minimization during this period of low
sales activity despite revenue being recognized as a result of
the release of previously concluded sales from deferred income.

General and Administrative Expenses

The decrease from $1,787,635 for the nine months ended September
30, 2015 to $1,020,932 for the nine months ended September 30,
2016 was primarily due to significantly reduced staff costs. This
is reflective of iOras approach to minimizing overhead. Revenue
has been supplemented by the sales in the prior fiscal year which
have only been released from deferred income in the current
period.

Management Fees

The management fees reflect a re-charge by Stocksfield Limited to
iOra in relation to general administrative and treasury services,
as well as the cost of time of Stocksfield executives. Management
fees for the nine months ended September 30, 2016 of $593,504
decreased from $606,208 for the period ended September 30, 2015
as a result of currency fluctuations.

Audited Consolidated Financial Statements for the
fiscal year ended December31, 2015 and 2014

Revenues

Revenues for the years ended December 31, 2015 and 2014 were
$1,528,665 and $2,621,485, respectively. The results reflect some
significant delays in the deployment of large enterprise-wide
technology platforms by certain of iOras military customers as
they migrated to new technology platforms.

iOras owners, Stocksfield Limited, a UK company, and Lexalytics
Inc., a Massachusetts company, continued to fund the loss-making
operations due to the visibility of the forward order book. iOras
accounts for the period ending September 30, 2016 contain a small
revenue element of these future contracts.

iOra has two main sources of revenue, a one-off sale of software
license; which is recognized in the relevant financial year and
on-going maintenance agreements, which are recognized over
multi-year periods.

Cost of Revenues

Total cost of revenue for year to December 31, 2015 was $4,053
compared to $13,320 for year to December 31, 2014. This reflects
the reduction in revenues as major contract wins and renewals
were delayed or postponed.

Total Operating Expenses

Total operating expenses for the years ended December31, 2015 and
2014 were $3,277,004 and $4,409,686, respectively. The decrease
in operating costs is primarily related to reduced revenues and
reduction in staff numbers.

Selling Expenses

Selling expenses reflect the indirect costs attributed to the
sales and marketing of iOra. A reduction to $161,472 in the year
ended December 31, 2015, as compared to $440,030 in 2014,
reflects the gradual reduction in sales and marketing efforts
during the period as iOra concentrated on third-party
distribution channels.

The management accounts for the period ending September 30, 2016
reflect the completion of our program to reduce headcount and
general administrative expenses. Due to iOra selling largely
through third-party agents, iOra does not envisage that any sharp
increase in revenues will lead to a need to expand the cost base
or increase selling expenses.

General and Administrative Expenses

The decrease from $2,640,179 in the fiscal year ended December
31, 2014 to $2,307,305 in the fiscal year ended December 31, 2015
reflects the strategy to reduce operating expenses across our
operations primarily due to the reduction in staff costs.

The management accounts illustrate the full impact of the above
cost control measures.

Management Fees

The management fees reflect a re-charge by Stocksfield Limited to
iOra in relation to general administrative and treasury services,
as well as the supply of time of Stocksfield executives. The
respective reduction in management fees for the year ended
December 31, 2015 to $808,227 from $1,329,477 for the year ended
December 31, 2014 is a direct consequence of the contract delays
mentioned above.

Going forward Stocksfield will charge a reduced 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 $44 per calendar month. The
Service Agreement is attached hereto as Exhibit 10.6 and is
incorporated herein by reference.

The intention of the Board is to hire sufficient executives so
that over a 12-14 month time 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 banking facilities, and, when and where
necessary, by loans from Stocksfield. Following the Reverse
Merger and completion of a private placement, the sum of
$3,290,313 will be paid to Stocksfield in order to unwind a
historical group treasury position.

The payment is owed as a result of the Reverse Merger
crystallizing the repayment of Stocksfield debt to Forum
International a Luxembourg lender, Coutts Bank and other minor
lenders, as described in the Financing section above.

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

Specifically, Coutts Bank benefits from a direct debenture over
iOra, which will be released when they are repaid as described
above.

The amount to be repaid reflects the total capital and financing
costs incurred by Stocksfield in its funding of iOra and is
conditional upon a minimum of $5,000,000 being raised in a
private placement at some time in the near future, which would
allow iOra to maintain sufficient working capital at all times.

iOra has developed a detailed financial plan to repay all secured
creditors, trade creditors and meet its obligations with regards
to the agreement with Stocksfield.

The balance sheet at closing has one direct secured creditor,
Bibby Financial Services (BFS). BFS is owed $424,398 as of
December 31, 2016. As mentioned above, we intend to repay BFS
from the proceeds of a future private placement and/or immediate
working capital. Added to this, prior to the signing of the
Contribution Agreement, iOra had agreed billing of some
$1,128,816, the receipts of which are expected to be received
within a 60-day period from the filing of this report.

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

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 last two fiscal years, iOra incurred negative cash flow
from operations as a result of the variability of iOras receipt
of customer payments for goods sold or services rendered, as
compared to the relatively fixed costs of iOras business. As at
December 31, 2015, iOra had a negative cash balance of $261 as
compared to a negative balance of $200,403 for the period ended
December 31, 2014. Net cash inflows/(outflows) from Operations
for the same periods were $310,355 and ($168,413), respectively.

As at September 30, 2016, iOras cash balance was ($503).

After September 30, 2016 and until the date of the Reverse
Merger, iOra has recognized significant revenues from license
sales and maintenance payments.

Sources of Liquidity

iOra has largely been financed by cash flow from operations,
overdraft and inter-company loans 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 iOras trade receipts.

Off-Balance Sheet Arrangements

iOra is co-guarantor with regard to a loan at Coutts Bank. The
loan was a formalization of an historical overdraft facility with
which Stocksfield partly financed iOras operations. The amount
outstanding under the loan as of December 31, 2016 was $287,549.
The intention is for Stocksfield to repay the loan in full and
final settlement from proceeds of a future private placement.
Upon settlement, iOra will be released from its contingent
obligations to Coutts Bank and their debenture over iOras balance
sheet will be 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 the
iOra (a United Kingdom Corporation) and its wholly owned
subsidiary, iOra Inc. All significant intercompany transactions
have been eliminated in consolidation.

iOra has prepared the accompanying consolidated financial
statements 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 managements
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.

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.

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 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.

Foreign Currency Translation and Comprehensive Income
Loss

iOras reporting currency is U.S. 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.

Recently Issued Accounting Standards

ASU 2016-15

In August 2016, the FASB issued ASU No.2016-15, Statement of Cash
Flows (Topic 230): Classification of Certain Cash Receipts and
Cash Payments, in an effort to reduce the diversity of how
certain cash receipts and cash payments are presented and
classified in the statement of cash flows. The amendments of this
ASU are effective for fiscal years beginning after December15,
2017, and interim periods within those fiscal years. Early
adoption is permitted. The Company is currently assessing the
potential impact this ASU will have on the financial statements
and related disclosures.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Security Ownership of Certain Beneficial
Owners

The following table sets forth certain information immediately
following the closing of the Business Combination, regarding the
beneficial ownership of BTHCs Common Stock by (i) each
stockholder known by BTHC to be the beneficial owner of more than
5% of BTHCs Common Stock, (ii) by each director and executive
officer of BTHC and (iii) by all executive officers and directors
of BTHC as a group. Each of the persons named in the table has
sole voting and investment power with respect to common stock
beneficially owned.

Shares Beneficially Owned (1)(2)
Name and address Number of Shares Owned or Controlled Percentage (3)
Stocksfield Limited (4)(6) 5,691,500 56.10 %
Lexalytics, Inc. (5)(6) 623,500 6.20 %
Securities Transfer Corporation (6) 2,924,999 29.24 %
Ramada Holdings, Inc.(7) 543,270 5.43 %
George Syllantavos (7) 543,270 5.43 %
Mark Thompson (4)(7) 2,805,750 28.05 %
Michael Fasci (9)
David L.A Morgan (8)
Directors and officers as a group (4 persons) 3,349,020 33.5 %
(1) Pro forma as of the date of the Closing, after giving effect
to the Companys filing of an amended and restated articles of
incorporation to increase the Companys authorized stock to
450,000,000 shares in order to convert the Series A
Convertible Preferred Stock at the rate of 41.129815535
shares of Common Stock for each one share of Series A
Convertible Preferred Stock and then effect a reverse split
to decrease the Companys Common Stock at the rate of
approximately one-for-41.7138. There are no outstanding stock
options or warrants. The Company anticipates that it will
amend and restate its articles of incorporation at some time
soon after the Closing.
(2) Under applicable Commission rules, a person is deemed the
beneficial owner of a security with regard to which the
person directly or indirectly, has or shares (a) the voting
power, which includes the power to vote or direct the voting
of the security, or (b) the investment power, which includes
the power to dispose, or direct the disposition, of the
security, in each case irrespective of the person’s economic
interest in the security. Under Commission rules, a person is
deemed to beneficially own securities which the person has
the right to acquire within 60 days through the exercise of
any option or warrant or through the conversion of another
security.
(3) In determining the percent of voting stock owned by a person
on the date of the Business Combination: (a) the numerator is
the number of shares of common stock beneficially owned by
the person, including shares the beneficial ownership of
which may be acquired within 60 days upon the exercise of
options or warrants or conversion of convertible securities,
and (b) the denominator is the total of (i) the 10,000,000
shares of common stock outstanding as of the date of the
Business Combination, and (ii) any shares of common stock
which the person has the right to acquire within 60 days upon
the exercise of options or warrants or conversion of
convertible securities. Neither the numerator nor the
denominator includes shares which may be issued upon the
exercise of any other options.
(4) Stocksfield Limited is wholly owned by Stocksfield Holdings
Limited, an entity which is 50% owned by Mark Thompson, iOra
Software Limiteds Chief Executive Officer, President and
Chairman of the Board of Directors. The address of
Stocksfield Limited is 1st Floor, Chapel House, 1-3 Chapel
Street, Guildford, Surrey GU1 3UH.
(5) The address for Lexalytics, Inc. is 6th Floor, 320
Congress Street, Boston, MA 02210.
(6) A total of 2,924,999 shares (the Voting Trust Shares) are
being held by Securities Transfer Corporation to a voting
trust agreement (the Voting Trust Agreement). Under the terms
of the Voting Trust Agreement, the Voting Trust Shares will
be transferred and released to Stocksfield Limited and
Lexalytics, Inc. to their pro rata interests in the shares
upon BTHC successfully achieving certain earn out targets
during fiscal 2017. To the extent the earn out targets are
not achieved by BTHC, the Voting Trust Shares will be
transferred and released to the pre-Closing shareholders of
the Company in accordance with the terms Voting Trust
Agreement. Mark Thompson, as the Contributor Representative,
has voting control over all of the Voting Trust Shares while
such shares remain subject to the Voting Trust Agreement.
(7) Mr. Syllantavos was our Chief Executive Officer, President,
Secretary, Treasurer and Director. Following the Business
Combination, he will resign from his executive positions and
remain on as a Director of the Company. Mr. Syllantavos is
also the president of Ramada Holdings, Inc. (Ramada). The
address of each of Ramada and Mr. Syllantavos is 90 Kifissias
Avenue, Maroussi 15125, Athens, Greece.Mr. Syllantavos has
sole voting and dispositive power over Ramada, and may be
deemed to beneficially own the shares of common stock held by
Ramada.
(8) The address for each of Messrs. Thompson and Morgan is c/o
iOra Software Limited, 1st Floor, Chapel House, 1-3 Chapel
Street, Guildford, Surrey GU1 3UH.
(9) The address for Mr. Fasci is P.O. Box 500, East Taunton, MA
02718.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

Directors, Executive Officers and Significant
Employees

Name Age Position Director or
Officer Since
Mark Thompson President, CEO, Chairman February 10, 2017
Michael Fasci CFO, Director, Treasurer, Secretary February 10, 2017
George Syllantavos Director October 2009
David L.A. Morgan COO February 10, 2017

Biographical Information

Mr. Mark Thompson. Mr. Thompson serves
as the President, Chief Executive Officer and Chairman of the
Board of Directors of the Company, positions he assumed following
the Business Combination. Prior to entering into the Contribution
Agreement, from 2005 to present, Mr. Thompson served as a
director of iOra Software Limited. In addition, Mr. Thompson is
President and CEO of Stocksfield Limited, a position he has held
since 2000. Mr. Thompson has more than 25 years experience in
finance and business operations, having held senior positions in
four publicly listed companies in the UK and the US, including
United Biscuits, Amersham International, Getty Images Inc. and
Infonic PLC. Mr. Thompson has extensive cross-border fundraising
experience and brings with him a wealth of knowledge in day to
day practical business strategy and operations. Mr. Thompson
originally trained as a lawyer and then went on to qualify as an
accountant in the UK. We believe Mr. Thompsons vast experience in
finance and business will assist our Company in its future growth
and development.

Michael Fasci. Mr. Fasci serves as the
Chief Financial Officer, Director, Secretary and Treasurer of the
Company, positions he assumed following the Business Combination.
Prior to joining the Company, from 1987 to 2016, Mr. Fasci served
as President at Process Engineering Services, Inc. in Taunton,
Massachusetts. Mr. Fasci is a 30-year veteran in the finance
sector, having served as an officer and director of numerous
public and private company, most recently having worked at the
following companies: GrowLife Inc. (Director from Oct. 2015 to
Present and Secretary from April 2016 to Present); Green
Innovations, Inc. (Chief Executive Officer and Chief Financial
Officer from October 2015 to Present); Preferred Brand
Restaurants, Inc. (Director and Chief Financial Officer from June
2016 to Present); OSL Holdings, Inc. (Director and Chief
Financial Officer from November 2015 to October 2016 and Chief
Executive Officer from July 2016 to October 2016); VHGI Holdings
(Director and Chief Financial Officer from 2012 to 2014); RedFin
Networks, Inc. (Director and Chief Financial Officer from 2002 to
2013); PTA Holdings (Director, Chief Executive Officer and Chief
Financial Officer from June 2016 to Present); Elite Books
(Director from February 2016 to Present); MLine Holdings
(Director from June 2016 to January 2017).. Mr. Fasci began his
career as a field engineer and then acted as manager of various
remediation filtration and environmental monitoring projects
around the world before he came to focus his efforts on the daily
operations, accounting and financial reporting and SEC compliance
of the numerous companies he served. Mr. Fasci resides in
Taunton, Massachusetts and studied Electrical Engineering at
Northeastern University. In addition, he maintains a
qualification as an Enrolled Agent of the Internal Revenue
Service. We believe Mr. Fascis experience in business and depth
of knowledge in SEC reporting requirements will assist in the
Companys growth and development going forward.

George Syllantavos. Mr. Syllantavos has
served as a Director of the Company since October 2009. Prior to
that, from October 2009 to December 2016, Mr. Syllantavos served
as the President and CEO of BTHC X, Inc. (OTCBB:BTXI), when we
were exploring a business combination in the technology sector.
Following the reverse merger of iOra Software Limited into BTXI,
he became iOras outside director. Since December 2015, Mr.
Syllantavos is the co-CEO, CFO, Secretary and Director of Stellar
Acquisition III Inc. (NASDAQ:STLR), a special purpose acquisition
company that raised $69 million in August 2016 with the mandate
to effect a business combination in the energy logistics space.
In February 2013, Mr. Syllantavos co-founded and has been CEO of,
Nautilus Energy Management Corp., a maritime energy services
company involved in maritime project business development and
ship management focusing on the offshore supply and gas sectors.
From May 2011 until February 2013, Mr. Syllantavos co-founded and
served as co-CEO and CFO of Nautilus Marine Acquisition Corp.
(NASDAQ:NMAR), a special purpose acquisition company (SPAC) that
completed an initial public offering in July 2011 raising $48
million with the mandate to pursue a business combination in the
maritime space. Subsequently, he served as the CFO of Nautilus
Offshore Services Inc., an offshore service vessel owner and
operator and the successor of Nautilus Marine, from February 2013
until April 2014. From November 2007 to August 2011, he served as
CFO, Secretary and Director of Star Bulk Carriers Corp.
(NASDAQ:SBLK), a dry-bulk ship-owning company. Prior to 2007, Mr.
Syllantavos co-founded and served as executive officer of three
U.S.-listed companies. He also served as a financial and
strategic advisor to both the Greek Ministry of Industry Energy
(from June 1995 to May 1996) and the Greek Ministry of Health
(from May 1996 to January 1998), where, in 1997 and 1998, he
helped structure the equivalent of a US$700 million bond issuance
for the payment of outstanding debts to the suppliers of the
Greek National Health System. Mr. Syllantavos has a B.Sc. in
Industrial Engineering from Roosevelt University in Chicago and
an MBA in Operations Management, International Finance and
Transportation Management from the Kellogg Graduate School of
Management at Northwestern University. We believe Mr.
Syllantavoss extensive public company experience and his
experience with SEC reporting from both a management and an
accounting level will assist us in our duties and obligations of
being a public company.

David L.A. Morgan. Mr. Morgan is the
Chief Operating Officer of the Company, a position he assumed
following the Business Combination in December 2016. From July
2015 to Present, Mr. Morgan has served as the Chief Operating
Officer of Stocksfield Limited, iOras parent company. Mr. Morgans
main role at Stocksfield has been in the financing of group
companies and overseeing Stocksfields property and home building
interests. For many years, from 2001 to 2010, Mr. Morgan was a
Corporate Stockbroker specializing in Technology and Property
Small Cap companies in the UK market. He was directly involved in
the UK IPO of a Group that originally owned the iOra business
and, as a result, has many years knowledge of its technology and
customer relationships. Mr. Morgan received his bachelors degree
in Humanities in 1998 from Huddersfield Polytechnic and was
regulated from 2007 to 2010 with the UK Financial Services
Authority and was authorized to carry out corporate finance
advice. We believe Mr. Morgans extensive experience in the
financial services sector, as well as his experience working with
small cap public companies, will assist us in our growth and
development as we become a publicly reporting company.

Family Relationships

There are no family relationships between any of the Companys
members of management or the Companys board of directors.

The Board of Directors and Committees

Our Board of Directors does not presently maintain separate
audit, compensation or corporate governance committees. Functions
customarily performed by such committees are performed by our
Board of Directors as a whole. Presently, our company is not
required to maintain such committees under the rules applicable
to companies that do not have securities listed or quoted on a
national securities exchange or national quotation system. We
intend to create Board committees, including an independent audit
committee, in the near future as we prepare to list on a national
securities exchange. If we are successful in listing our Common
Stock on the NYSE or NASDAQ, we would be required to have, prior
to listing, an independent audit committee formed in compliance
with the requirements for such listing and in compliance with
Rule 10A-3 of the Securities Exchange Act of 1934.

Involvement in Certain Legal
Proceedings

In 2009, a major U.S. lender of Infonic PLC, a company formed
under the laws of England and Wales (Infonic),
called in its loans and, as a result, on February 3, 2009,
Infonic was placed initially into Administration to the U.K.s
Insolvency Act of 1986 under the laws of England and Wales and,
subsequently, on November 3, 2009, into a Creditors Voluntary
Liquidation (the Restructuring). Mr. Thompson was an executive
director at Infonic at the time of the Restructuring. The
Restructuring caused Infonic to sell its assets, all of which
were purchased by a group of investors, including Mr. Thompson.
At that time, iOra Software Limited was one of the entities owned
by Infonic.

Aside from the disclosure detailed above, none of the Companys
officers, directors, promoters or control persons has been
involved in any of the following during the past 10 years:

(1)Any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to
that time;

(2)Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and
other minor offenses);

(3)Being subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, or any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or

(4)Being found by a court of competent jurisdiction (in a civil
action), the SEC or the U.S. Commodity Futures Trading Commission
to have violated a federal or state securities laws or
commodities law, and the judgment has not been reversed,
suspended, or vacated.

EXECUTIVE COMPENSATION

The following table sets forth, for the period indicated, all
compensation paid, distributed or accrued for services, including
salary and bonus amounts, rendered in all capacities by the
Companys chief executive officer, chief financial officer and all
other executive officers who received or are entitled to receive
remuneration in excess of one percent of the Companys assets
during the stated periods.

Summary Compensation Table:

Name and Principal Position Year Salary ($) Bonus ($) Stock Award(s) ($)

Option Award(s)

($)

Non-Equity Incentive Plan Compensation ($) Non-qualified Deferred Compensation Earnings ($) All other Compensation ($) Total ($)
George Syllantavos,
former CEO, CFO, Director(1)
Mark Thompson,
CEO, President, Chairman
Michael Fasci,
CFO, Director
David L.A. Morgan,
COO
(1) Mr. Syllantavos will remain a Director of BTHC following
completion of the Business Combination.

Option Grants in Last Fiscal Year

There were no options granted to any of the named executive
officers.

Employment Agreements

We have no written employment agreements with our officers and
directors other than those entered into by iOra.

Equity Compensation Plan Information

The Company does not currently have any equity compensation
plans, although we intend adopt an equity compensation plan in
the near future.

Director Compensation

We do not currently compensate our directors for their services
as directors. Directors are reimbursed for their reasonable
out-of-pocket expenses incurred when attending board or committee
meetings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE

Certain Relationships and Related Party
Transactions

Prior to the closing of the Business Combination, Mr. Syllantavos
made loans to us so that we could continue to operate.
Immediately prior to the Business Combination, such amounts
totaled $288,882. On February 10, 2017, $33,882 of the amounts
owed by us to the BTHC controlling shareholders (the BTHC
Controlling Shareholders) were converted into 709,939 shares of
our Series A Convertible Preferred Stock. In addition, the BTHC
Controlling Shareholders forgave $180,000 of the amounts owed to
them and $75,000 of the amounts owed to them were to be repaid to
the terms of a promissory note, which iOra issued to BTCH in
conjunction with the Business Combination.

Director Independence

We do not presently have an independent board of directors.

LEGAL PROCEEDINGS

From time to time, we and our subsidiaries may become involved in
various lawsuits and legal proceedings, which arise in the
ordinary course of business and an adverse result in these or
other matters may arise from time to time that may harm our
business. No director, officer or affiliate of the Company, and
no owner of record or beneficial owner of more than 5.0% of the
securities of the Company, or any associate of any such director,
officer or security holder is a party to a legal proceeding that
is adverse to the Company or has a material interest adverse to
the Company in reference to pending litigation.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market Information

No public trading market currently exists for the Companys
securities. The Company plans to apply for public quotation of
its shares on the over-the-counter market. This process will
require the Company to find a brokerage firm to apply for
listing. There is no assurance that a market will develop, or
that a shareholder will ever be able to liquidate his or her
investment. The Company currently has 5,839,933 shares of Common
Stock issued and outstanding.

Holders

As of the date of this Current Report on Form 8-K, the Company
currently has 5,839,933 shares of Common Stock issued and
outstanding owned by approximately 591 owners of record.

Dividends

The Company has not declared or paid any cash dividends on its
Common Stock during the fiscal years ended December 31, 2015.
There are no restrictions on the Common Stock that limit the
ability of us to pay dividends if declared by the board of
directors and the loan agreements and general security agreements
covering the Companys assets do not limit its ability to pay
dividends. The holders of Common Stock are entitled to receive
dividends when and if declared by the board of directors, out of
funds legally available therefore and to share pro-rata in any
distribution to the stockholders. Generally, the Company is not
able to pay dividends if, after payment of the dividends, it
would be unable to pay its liabilities as they become due or if
the value of the Companys assets, after payment of the
liabilities, is less than the aggregate of the Companys
liabilities and stated capital of all classes. The declaration of
any future cash dividend will be at the discretion of our Board
of Directors and will depend upon our earnings, if any, our
capital requirements and financial position, and other applicable
conditions. We do not intend to pay any cash dividends in the
foreseeable future but rather plan to reinvest our earnings, if
any, in the development of our business operations.

RECENT SALES OF UNREGISTERED SECURITIES

On February 13, 2017, we issued 709,939 shares of Series A
Convertible Preferred Stock to the BTHC Controlling Shareholders
in exchange for cancellation of $33,382 of liabilities.

On February 13, 2017, to the closing of the Contribution
Agreement dated December 31, 2016, by and between the Company,
iOra, the Shareholders of iOra and their representatives, the
Company issued a total of 10,000,000 shares of Series A
Convertible Preferred Stock to 11 shareholders, of which
2,966,531shares (the Escrow Shares) will be held in a voting
trust pending iOra achieving certain specified revenue
performance targets during the fiscal year ending December 31,
2017. In the event the performance targets are not met, such
Escrow Shares will be forfeited and distributed to the Companys
shareholders of record on a pro rata basis as calculated on the
day prior to the Business Combination. As set forth under Item
2.01 of this Current Report on Form 8-K, which disclosure is
incorporated herein by reference, in return for the issuance of
6,323,530 shares of its Series A Convertible Preferred Stock to
the Shareholders of iOra and their representatives, in addition
to the potential issuance of the Escrow Shares, the Company
received all of the issued and outstanding shares of iOra
Software Limited, thereby making iOra Software Limited a wholly
owned subsidiary of the Company. For the above share issuances,
the shares were not registered under the Securities Act in
reliance upon the exemption from registration provided in Rule
4(a)(2) of the Securities Act. No underwriters were used, nor
were any brokerage commissions paid in connection with the above
share issuances.

DESCRIPTION OF SECURITIES

Overview

The following description of our capital does not purport to be
complete and is subject to and qualified in its entirety by our
certificate of incorporation, our bylaws and by the applicable
provisions of Delaware law. Our authorized capital stock consists
of 40,000,000 shares of common stock and 10,000,000 shares of
preferred stock. As of the date of this Current Report on Form
8-K, our outstanding capital stock consists of 5,839,933 shares
of common stock, par value $0.001 per share, and 10,000,000
shares of Series A convertible preferred stock, with each share
of preferred stock convertible into 41.12981553 shares of common
stock. The preferred stock may also be exchangeable for and/or
convertible into shares of common stock, another series of
preferred stock or other securities.

Common Stock

As of the date of this current report, there were 5,839,933
shares of common stock issued and outstanding, held of record by
approximately 591 stockholders. The outstanding shares of common
stock are fully paid and non-assessable. The holders of common
stock are entitled to one vote for each share held of record on
all matters submitted to a vote of the stockholders. Holders of
our common stock do not have cumulative voting rights, including
with respect to the election of directors or for any other
purposes. Holders of our common stock do not have preemptive
rights, conversion rights or other subscription rights. Subject
to preferential rights with respect to any outstanding preferred
stock, holders of our common stock are entitled to receive
ratably such dividends as may be declared by our Board out of
funds legally available therefore. to Section 281 of Delaware
General Corporation Law, in the event of our dissolution, the
holders of common stock are entitled to the remaining assets
after payment of all liabilities of the company and payment to
holders of any series of preferred stock then outstanding of the
full amounts of preferential payments to which such holders are
entitled to.

Preferred Stock

Our Certificate of Incorporation authorizes our Board, without
action by our shareholders, to issue up to 10,000,000 shares of
preferred stock from time to time in one or more series. As of
the date of this current report, 10,000,000 shares of preferred
stock were designated issued and outstanding. Our Board is
authorized to fix the rights, designations, preferences,
privileges and restrictions of our authorized but undesignated
preferred shares, including:

dividend rights and preferences over dividends on our common
stock or any series of preferred stock;
the dividend rate (and whether dividends are cumulative);
conversion rights, if any;
voting rights;
rights and terms of redemption (including sinking fund
provisions, if any);
redemption price and liquidation preferences of any wholly
unissued series of any preferred stock and the designation
thereof of any of them; and
to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series but not
below the number of shares then outstanding.

Convertible Preferred Stock

We have 10,000,000 shares of Series A Convertible Preferred Stock
(the Series A Preferred Stock) issued and outstanding. Each share
of Series A Preferred Stock is convertible into, and has voting
rights equal to, 41.129815535 shares of Common Stock. It is the
Companys intention to file an amendment to its certificate of
incorporation in the near future in order to increase the
authorized shares of Common Stock to 450,000,000 shares, at which
time the Preferred Stock will automatically convert into Common
Stock.

Derivative Securities

As of the date of this current report, the Company does not have
any outstanding warrants, options or convertible securities.

Delaware Anti-Takeover Law and Provisions of Certificate
of Incorporation and By-Laws

We are subject to Section 203 of the DGCL. Section 203 generally
prohibits a public Delaware corporation from engaging in a
business combination with an interested stockholder for a period
of three years after the date of the transaction in which the
person became an interested stockholder, unless:

prior to the date of the transaction, the Board approved
either the business combination or the transaction which
resulted in the stockholder becoming an interested
stockholder;

upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction
commenced, excluding specified shares; or
at or subsequent to the date of the transaction, the business
combination is approved by the Board and authorized at an
annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the interested
stockholder.

Section 203 defines a business combination to include:

any merger or consolidation involving the corporation and the
interested stockholder;
any sale, lease, exchange, mortgage, pledge, transfer or
other disposition of 10% or more of the assets of the
corporation to or with the interested stockholder;
subject to exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;
subject to exceptions, any transaction involving the
corporation that has the effect of increasing the
proportionate share of the stock of any class or series of
the corporation beneficially owned by the interested
stockholder; or
the receipt by the interested stockholder of the benefit of
any loans, advances, guarantees, pledges or other financial
benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any
person that is:

the owner of 15% or more of the outstanding voting stock of
the corporation;
an affiliate or associate of the corporation who was the
owner of 15% or more of the outstanding voting stock of the
corporation at any time within three years immediately prior
to the relevant date; or
the affiliates and associates of the above.

Under specific circumstances, Section 203 makes it more difficult
for an interested stockholder to effect various business
combinations with a corporation for a three-year period, although
the stockholders may, by adopting an amendment to the
corporations certificate of incorporation or bylaws, elect not to
be governed by this section, effective 12 months after adoption.

Our Certificate of Incorporation and Bylaws do not exclude us
from the restrictions of Section 203. We anticipate that the
provisions of Section 203 might encourage companies interested in
acquiring us to negotiate in advance with our Board since the
stockholder approval requirement would be avoided if a majority
of the directors then in office approve either the business
combination or the transaction that resulted in the stockholder
becoming an interested stockholder.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

conducted himself in good faith;
reasonably believed, in the case of conduct in his official
capacity as a director or officer of the corporation, that
his conduct was in the corporation’s best interest and, in
all other cases, that his conduct was at least not opposed to
the corporation’s best interests; and
in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.

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

Our Certificate of Incorporation provides that we may, to the
fullest extent permitted by the Delaware General Corporation Law,
indemnify all and all persons it has power to indemnify under the
DGCL and against any and all the expenses, liabilities or other
matters. In addition, our Certificate of Incorporation also
requires us to indemnify our officers and directors in
circumstances set forth under Section 145 of the DGCL. Based on
such provision, our corporation shall indemnify its officers and
directors who are, were, or are threatened to be made a party to
any threatened, pending or completed actions by reason of the
fact that such persons are or were officers or directors of us
against expenses, judgement, fines and amounts paid in settlement
that have been actually and reasonably incurred by such officers
or directors provided that such officers of directors acted in
good faith and in a manner such persons reasonably believe to be
in or not opposed to the best interests of our company.

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

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

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

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.

ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES

The disclosure set forth in Item 2.01 under the Section entitled
Recent Sale of Unregistered Securities is incorporated into this
item by reference.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

As a result of the Business Combination, we experienced a change
in control with the former shareholders of iOra Software Limited
effectively acquiring control of us. The disclosure set forth in
Item 2.01 to this Report is incorporated by reference into this
item by reference.

ITEM 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The disclosures set forth in Item 2.01 to this Report are
incorporated into this item by reference.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

The disclosures set forth in Item 2.01 to this Report are hereby
incorporated into this item by reference.

The Company was a shell company (as such term is defined in Rule
12b-2 under the Exchange Act) immediately prior to the
Contribution as described in Item 2.01 above. As a result of the
Business Combination, the Company has acquired entities that
possess an operating business. Consequently, the Company believes
that the Business Combination has caused it to cease to be a
shell company. For information about the Business combination,
please see the information set forth above under Item 2.01 of
this Current Report on Form 8-K, which information is
incorporated herein by this reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a), iOra Software Limiteds audited
financial statements for the periods ended December 31, 2015 and
2014 and unaudited financial statements for the nine months ended
September 30, 2016 and 2015 are filed in this Current Report on
Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively.

(b) Pro Forma Financial Information.

In accordance with Item 9.01(b), the Companys pro forma financial
statements for the nine months ended September 30, 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 as
part of this Current Report on Form 8-K.

ExhibitNo. 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.
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.
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.
10.2 Lock-Up Agreement, dated February 13, 2017, between BTHC X,
Inc. and the signatories thereto.
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.
10.4 BTHC X, Inc. Voting Agreement, dated February 13, 2017,
entered into by Ramada Holdings, Inc., Stocksfield Limited
and Lexalytics, Inc.
10.5 Promissory Note, dated February 13, 2017, issued by iOra
Software Limited
10.6 Service Agreement, dated February 13, 2016 between
Stocksfield Limited and iOra Software Limited.
99.1 Unaudited Financial Statements for the period ended September
30, 2016 and September 30, 2015.
99.2 Audited Financial Statements for the years ended December 31,
2015 and December 31, 2014.
99.3 Pro Forma Financial Statements of the Company for the nine
months ended September 30, 2016 and September 30, 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 Companys Current Report on
Form 8-K filed on January 6, 2017.
(3) Incorporated by reference to the Companys Registration
Statement on Form 10-SB (File No. 0-52237) filed on September
22, 2006.


About BTHC X, Inc. (OTCBB:BTXI)

BTHC X, Inc. is a shell company. The Company intends to identify a privately held operating company desiring to become a publicly held company by merging with it through a reverse merger or acquisition. The Company has no operations. The Company has no revenues from operations.

BTHC X, Inc. (OTCBB:BTXI) Recent Trading Information

BTHC X, Inc. (OTCBB:BTXI) closed its last trading session at 0.0000 with shares trading hands.

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