Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | May 17, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BTHC X INC | ||
Entity Central Index Key | 1,375,685 | ||
Trading Symbol | BTXI | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 5,839,933 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash on hand and in bank | ||
Prepaid expenses | 2,750 | |
Total Assets | 2,750 | |
Current Liabilities | ||
Accounts payable - trade | 172,272 | 143,661 |
Due to controlling stockholder | 302,515 | 266,693 |
Total Liabilities | 474,787 | 410,354 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock - $0.001 par value 10,000,000 shares authorized. None issued and outstanding | ||
Common stock - $0.001 par value. 40,000,000 shares authorized. 5,839,933 issued and outstanding | 5,840 | 5,840 |
Additional paid-in capital | 65,140 | 65,140 |
Accumulated Deficit | (543,017) | (481,334) |
Total Stockholders' Deficit | (472,037) | (410,354) |
Total Liabilities and Stockholders' Deficit | $ 2,750 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 5,839,933 | 5,839,933 |
Common stock, shares outstanding | 5,839,933 | 5,839,933 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Professional fees | 47,242 | 47,700 |
General and administrative expenses | 14,441 | 14,255 |
Total operating expenses | 61,683 | 61,955 |
Loss from operations | (61,683) | (61,955) |
Loss before Provision of Income Taxes | (61,683) | (61,955) |
Provision for income taxes | ||
Net loss | (61,683) | (61,955) |
Other comprehensive income | ||
Comprehensive loss | $ (61,683) | $ (61,955) |
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted. | $ (0.01) | $ (0.01) |
Weighted- average number of shares of common stock outstanding - basic and fully diluted. | 5,839,933 | 5,839,933 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2014 | $ 419,379 | $ 5,840 | $ 65,140 | $ 419,379 |
Beginning balance, Shares at Dec. 31, 2014 | 5,839,933 | |||
Net loss for the year | (61,955) | (61,955) | ||
Ending balance at Dec. 31, 2015 | (410,354) | $ 5,840 | 65,140 | (481,334) |
Ending balance, Shares at Dec. 31, 2015 | 5,839,933 | |||
Net loss for the year | (61,683) | (61,683) | ||
Ending balance at Dec. 31, 2016 | $ (472,037) | $ 5,840 | $ 65,140 | $ (543,017) |
Ending balance, Shares at Dec. 31, 2016 | 5,839,933 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss for the period | $ (61,683) | $ (61,955) |
Increase in prepaid expenses | (2,750) | |
Increase in accounts payable-trade | 28,611 | 39,432 |
Net cash used in operating activities | (35,822) | (22,523) |
Cash Flows from Investing Activities | ||
Cash Flows from Financing Activities | ||
Cash provided by current controlling stockholder | 35,822 | 22,523 |
Net cash provided by financing activities | 35,822 | 22,523 |
Decrease in Cash | ||
Cash at beginning of period | ||
Cash at end of period | ||
Supplemental Disclosure of Interest and Income Taxes Paid | ||
Interest paid during the period | ||
Income taxes paid during the period | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Debt due former controlling stockholder contributed as additional paid-in capital |
Background and Description of B
Background and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Background and Description of Business/Preparation of Financial Statements [Abstract] | |
Background and Description of Business | Note A - Background and Description of Business BTHC X, Inc. (“Company”) was incorporated on August 16, 2006, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to BTHC X, LLC, a Texas Limited Liability Company which was discharged from bankruptcy on November 29, 2004. The effective date of the merger of BTHC X, Inc. and BTHC X, LLC was August 16, 2006. The Company’s emergence from Chapter 11 of Title 11 of the United States Code on November 29, 2004 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity’s fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post-bankruptcy, has no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualifies as a “development stage enterprise” as defined in the Reorganization topic of the FASB Accounting Standards Codification. On May 21, 2009, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with Sur-America Ventures, Inc., a Delaware corporation (“SAV”), and the sole stockholder of SAV. Pursuant to the Share Exchange Agreement, the stockholder of SAV exchanged 100% of the issued and outstanding shares of the capital stock of SAV for 1,576,782 newly issued shares of the Company’s common stock that, in the aggregate, constituted approximately 90% of our then-issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange. As a result of this transaction, 1,751,980 shares of our common stock were then issued and outstanding. SAV was organized on May 19, 2009 as a Delaware corporation and was formed to seek and identify a privately-held operating company located in Latin America desiring to become a publicly held company with access to United States capital markets through a reverse merger or acquisition transaction. On September 18, 2009, the Company entered into a Securities Purchase Agreement (“SPA”), with Magellan Alpha Investments Corp., a Marshall Islands corporation (“Magellan”) and Pierre Galoppi, the Company’s then-sole director and officer (“Seller”). Pursuant to the SPA, Magellan purchased from the Seller an aggregate of 1,576,782 shares of the Company’s issued and outstanding common stock and, concurrent with the execution of the SPA, Magellan purchased an additional 4,087,953 newly issued shares of the Company’s common stock pursuant to a Subscription Agreement (“SA”), for $60,000 cash. After closing of both the SPA and SA, Magellan then owned an aggregate of approximately 5,664,735 shares common stock of the Company and approximately 5,839,933 shares of the Company’s common stock were then issued and outstanding. Magellan subsequently sold a portion of its shares to certain third parties in a private transaction. On February13, 2017 the company completed a business combination with iOra. Immediately following the Business Combination, the Company adopted the business of iOra. iOra’s 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. |
Bankruptcy Action
Bankruptcy Action | 12 Months Ended |
Dec. 31, 2016 | |
Bankruptcy Action [Abstract] | |
Bankruptcy Action | Note B - Bankruptcy Action Commencing on March 28, 2003, BTHC X, LLC filed for protection under Chapter 11 of the Federal Bankruptcy Act in the United States Bankruptcy Court, Northern District of Texas - Dallas Division (“Bankruptcy Court”). The Company’s bankruptcy action was part of a combined case (Case No. 03-33152-HDH-11) encompassing the following related entities: Ballantrae Healthcare, LLC; Ballantrae Texas, LLC; Ballantrae New Mexico, LLC; Ballantrae Missouri, LLC; Ballantrae Illinois, LLC; BTHC I, LLC; BTHC II, LLC; BTHC III, LLC; BTHC IV, LLC; BTHC V, LLC; BTHC VI, LLC; BTHC VIII, LLC; BTHC VIIII, LLC; BTHC X, LLC; BTHC XI, LLC; BTHC XII, LLC; BTHC XIV, LLC; BTHC XV, LLC; BTHC XVII, LLC; BTHC XIX, LLC; BTHC XX, LLC; BTHC XXI, LLC; BNMHC I, LLC; BMOHC II, LLC; BILHC I, LLC, BILHC II, LLC; BILHC III, LLC; BILHC IV, LLC; BILHC V, LLC. All assets, liabilities and other claims against the Company and its affiliated entities were combined for the purpose of distribution of funds to creditors. Each of the entities otherwise remained separate corporate entities. From the commencement of the bankruptcy proceedings through November 29, 2004 (the effective date of the Plan of Reorganization), all secured claims and/or administrative claims during this period were satisfied through either direct payment or negotiation. A Plan of Reorganization was approved by the United States Bankruptcy Court, Northern District of Texas - Dallas Division on November 29, 2004. The Plan of Reorganization, which contemplates the Company entering into a reverse merger transaction, provided that certain identified claimants as well as unsecured creditors, in accordance with the allocation provisions of the Plan of Reorganization, and the Company’s new controlling stockholder would receive “new” shares of the Company’s post-reorganization common stock, pursuant to Section 1145(a) of the Bankruptcy Code. As a result of the Plan’s approval, all liens, security interests, encumbrances and other interests, as defined in the Plan of Reorganization, attach to the creditor’s trust. Specific injunctions prohibit any of these claims from being asserted against the Company prior to the contemplated reverse merger. The cancellation of all existing shares outstanding at the date of the bankruptcy filing and the issuance of all “new” shares of the reorganized entity caused an issuance of shares of common stock and a related change of control of the Company with more than 50.0% of the “new” shares being held by persons and/or entities which were not pre-bankruptcy stockholders. Accordingly, per the Reorganization topic of the FASB Accounting Standards Codification (Reorganization topic), the Company adopted “fresh-start” accounting as of the bankruptcy discharge date whereby all continuing assets and liabilities of the Company were restated to the fair market value. The Reorganization topic further states that fresh start financial statements prepared by entities emerging from bankruptcy will not be comparable with those prepared before their plans were confirmed because they are, in fact, those of a new entity. For accounting purposes, the Company adopted fresh start accounting in accordance with the Reorganization topic as of November 29, 2004, the confirmation date of the Plan. As of November 29, 2004, by virtue of the confirmed Plan of Reorganization, the only asset of the Company was approximately $1,000 in cash due from the Bankruptcy Estate. |
Preparation of Financial Statem
Preparation of Financial Statements | 12 Months Ended |
Dec. 31, 2016 | |
Background and Description of Business/Preparation of Financial Statements [Abstract] | |
Preparation of Financial Statements | Note C - Preparation of Financial Statements The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and retains the Company’s pre-bankruptcy year-end of December 31. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. |
Going Concern Uncertainty
Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern Uncertainty [Abstract] | |
Going Concern Uncertainty | Note D - Going Concern Uncertainty The Company has no post-bankruptcy operating history and has a business plan with inherent risk. Because of these factors, the Company’s auditors have issued an audit opinion on the Company’s financial statements which includes a statement describing our going concern status. This means, in the auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion. The Company’s current and former majority stockholder has maintained the corporate status of the Company and has provided all nominal working capital support on the Company’s behalf since the bankruptcy discharge date. Because of the Company’s lack of operating assets, its continuance is fully dependent upon the majority stockholder’s continuing support. The Company’s continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. Further, the Company faces considerable risk in its business plan and a potential shortfall of funding due to our inability to raise capital in the equity securities market. The Company remains dependent upon additional external sources of financing; including being dependent upon its management and/or significant stockholders to provide sufficient working capital in excess of the Company’s initial capitalization to preserve the integrity of the corporate entity. The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. The Company’s certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock and 40,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover of the Company, which takeover may be in the best interest of stockholders. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities. It is the intent of management to generate and/or raise sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or any majority stockholder to provide additional future funding. Prior to February 13, 2017, the Company was a shell company solely dependent on management and/or controlling stockholders for funding. As a result of the Business Combination, it is the management’s belief that the Company now has the ability to generate sufficient operating capital to cover its current operating expenses. While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note E - Summary of Significant Accounting Policies 1. Cash and cash equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. 2. Reorganization costs The Company has adopted the provisions required by the Start-up Activities Topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and organization of the Company were charged to operations as incurred. 3. Income taxes The Company files income tax returns in the United States of America and may file, as applicable and appropriate, various state(s). The Company does not anticipate any examinations of returns filed since 2006 or to be filed in future periods. The Company uses the asset and liability method of accounting for income taxes. At December 31, 2016 and 2015, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits. As of December 31, 2016, and 2015, respectively, the deferred tax asset related to the Company’s net operating loss carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. 4. Income (Loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of December 31, 2016, and 2015, respectively, and subsequent thereto, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. On August 2014, the FASB issued ASU 2014-15 “Disclosures about an Entities Ability to Continue as a Going Concern” The update establishes management’s responsibilities to evaluate whether there is a substantial doubt about an entity's ability to continue as a going concern including the related disclosures. The Company has completed with the provisions of the updated for the year ended December 31, 2016. 5. Pending and/or New Accounting Pronouncements The Company is of the opinion that any pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company’s financial position or results of operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note F - Fair Value of Financial Instruments The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short-term nature of these items and/or the current interest rates payable in relation to current market conditions. Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any. Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to financial risk, if any. |
Acquisition of Sur-America Vent
Acquisition of Sur-America Ventures, Inc. | 12 Months Ended |
Dec. 31, 2016 | |
Acquisition of Sur-America Ventures, Inc.[Abstract] | |
Acquisition of Sur-America Ventures, Inc. | Note G - Acquisition of Sur-America Ventures, Inc. On May 21, 2009, the Company entered into a Share Exchange Agreement with Sur-America Ventures, Inc., a Delaware corporation (“SAV”), and the sole stockholder of SAV. Pursuant to the Share Exchange Agreement, the stockholder of SAV exchanged 100% of the issued and outstanding shares of the capital stock of SAV for 1,576,782 newly issued shares of the Company’s common stock that, in the aggregate, constituted approximately 90% of our then-issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange. As a result of this transaction, 1,751,980 shares of our common stock were then issued and outstanding. The goodwill of approximately $4,500 arising from the acquisition consists largely of the synergies and access to new business contacts that the management of SAV brings to the Company in order to more effectively implement the Company’s business plan. It is anticipated that goodwill may not be deductible for Federal and State income taxes. Concurrent with the October 9, 2009 closing of the change in control with Magellan, as previously discussed, the Company’s management changed the Company’s business plan as established through the SAV transaction and, accordingly, charged the $4,500 in goodwill to operations on that date. The following table summarizes the consideration paid for SAV and the amounts of the assets acquired and liabilities assumed recognized at the May 21, 2009 acquisition date. Equity interest (1,576,782 shares of common stock) $ 6,000 Fair value of total consideration transferred $ 6,000 Acquisition-related costs (included in professional fees in the accompanying financial statements for the three months ended March 31, 2009) $ 20,000 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 1,500 Total net identifiable assets 1,500 Goodwill 4,500 $ 6,000 The fair value of the 1,576,782 shares given in consideration for the acquisition of SAV was determined using approximately the average of the transaction value of the shares of the Company issued at the date of the bankruptcy settlement ($1,000) using both the initial number of shares (500,000) and the post-reverse split number of shares outstanding (175,198). There were no contingent consideration arrangements and no contingent liabilities assumed by the Company. SAV had no operations prior to the acquisition. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | Note H - Income Taxes The components of income tax (benefit) expense for each of the years ended December 31, 2016 and 2015 are as follows: Year ended Year ended December 31, December 31, 2016 2015 Federal: Current $ - $ - Deferred - - - - State: Current - - Deferred - - - - Total $ - $ - As of December 31, 2016, the Company has a net operating loss carry forward of approximately $ 544,000 to offset future taxable income. The amount and availability of any net operating loss carry forwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares of common stock ultimately issued within a three-year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carry forward(s). The Company’s income tax expense for each of the years ended December 31, 2016 and 2015 is as follows: Year ended Year ended Statutory rate applied to income before income taxes $ (9,253 ) $ (9,293 ) Increase (decrease) in income taxes resulting from: State income taxes Other, including reserve for deferred tax asset and application of net operating loss carry forward 9,253 9,293 Income tax expense $ - $ - The Company’s only temporary difference as of December 31, 2016 and 2015, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of December 31, 2016, and 2015, respectively, the deferred tax asset is as follows: December 31, December 31, 2016 2015 Deferred tax assets Net operating loss carry forwards $ 84,710 $ 75,457 Less valuation allowance (84,710 ) (75,457 ) Net Deferred Tax Asset $ - $ - As of December 31, 2016, and 2015, respectively, the valuation allowance against the deferred tax asset increased by approximately $6,253 and $9,293. The Company’s U.S. Federal and state income tax returns prior to 2012 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2012 tax year returns expired in March 2016. The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during 2016 and 2015. |
Capital Stock Transactions
Capital Stock Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Capital Stock Transactions [Abstract] | |
Capital Stock Transactions | Note I - Capital Stock Transactions Pursuant to the First Amended Joint Plan of Reorganization proposed by the Debtors and affirmed by the U. S. Bankruptcy Court - Northern District of Texas - Dallas Division on November 29, 2004, the Company “will include the issuance of a sufficient number of Plan shares to meet the requirements of the Plan. Such number is estimated to be approximately 500,000 Plan Shares relative to each Post Confirmation Debtor. The Plan Shares shall all be of the same class.” As provided in the Plan, 70.0% of the Plan Shares of the Company were issued to the Company’s then-controlling stockholder, in exchange for the release of its Allowed Administrative Claims and for the performance of certain services and the payment of certain fees related to an anticipated reverse merger or other acquisition transaction(s) described in the Plan. The remaining 30.0% of the Plan Shares of the Company were issued to other holders of various claims as defined in the Order Confirming First Amended Joint Plan of Reorganization. On December 31, 2007, the Company amended its Certificate of Incorporation through the filing of a Certificate of Amendment of Certificate of Incorporation with the State of Delaware for the purpose of effecting a 1-for-2.86 reverse split of its $0.001 par value common stock. This action was approved on November 29, 2007 by written consent of stockholders holding a majority of the Company’s outstanding common stock in lieu of a special meeting. As a result of the reverse split, the Company then had 175,198 shares of common stock outstanding. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented. On May 21, 2009, the Company entered into the Share Exchange Agreement with SAV, and the sole stockholder of SAV. Pursuant to the Share Exchange Agreement, the stockholder of SAV exchanged 100% of the issued and outstanding shares of the capital stock of SAV for 1,576,782 newly issued shares of the Company’s common stock that, in the aggregate, constituted approximately 90% of our then-issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange. As a result of this transaction, 1,751,980 shares of our common stock were then issued and outstanding. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration of these shares and no underwriter was used in this transaction. On September 18, 2009, the Company entered into the SPA, with Magellan Alpha Investments Corp., a Marshall Islands corporation (“Purchaser”) and Pierre Galoppi, the Company’s then-sole director and officer (“Seller”). Pursuant to the SPA, the Purchaser purchased from the Seller an aggregate of 1,576,782 shares of the Company’s issued and outstanding common stock and, concurrent with the execution of the SPA, the Purchaser purchased an additional 4,087,953 newly issued shares of our common stock pursuant to the SA, for $60,000 cash. Immediately after closing of both the SPA and SA, the Purchaser then owned an aggregate of approximately 5,664,735 shares common stock of the Company and approximately 5,839,933 shares of the Company’s common stock were then issued and outstanding. These transactions closed on October 9, 2009. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration of the newly issued shares and no underwriter was used in this transaction. The Purchaser subsequently sold a portion of its shares to certain third parties in a private transaction. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note J - Subsequent Events COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS THE CONTRIBUTION AGREEMENT AND RELATED TRANSACTIONS The Contribution Agreement On December 31, 2016, 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”), pursuant to which the Company effected an acquisition of iOra and, as a result, indirectly acquired iOra’s wholly owned U.S. subsidiary, iOra, Inc. (such transaction referred to herein as the “Business Combination”). The Business Combination closed on February 13, 2017 (the “Closing”) and, pursuant to the terms of the Contribution Agreement, iOra became a wholly-owned subsidiary of the Company. Pursuant 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, pursuant 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 Company’s Series A convertible preferred stock (the “Exchange Shares”), and the opportunity to receive up to an additional 2,966,531 of the Company’s Series A convertible preferred stock (the “Trust Shares”) which were issued to the Company’s transfer agent as trustee of such Trust Shares at the Closing, to be held in trust pursuant to the Voting Trust Agreement (defined below) and to be transferred to the Contributors in the event that iOra’s 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 Company’s 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. 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 Company’s wholly-owned subsidiary, iOra, and iOra’s wholly-owned subsidiary, iOra, Inc. Registration Rights Agreement In conjunction with the Business Combination, and pursuant 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 pursuant to which the security holders may participate in a registration statement, including in connection with an underwritten offering, sets forth the Company’s 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. 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”), pursuant 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 Trustee’s 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”), pursuant 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 Company’s 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”), pursuant to which the Voting Parties agreed to vote their shares in favor of Messrs. Syllantavos, Thompson and Fasci to serve on the Company’s board of directors until the earlier of a period of two years or until the Company becomes listed on a national securities exchange. Departure and Appointment of Directors and Officers Upon the closing of the Business Combination on February 13, 2017, the Company’s 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 Company’s 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 Company’s President, Secretary and Treasurer, Mr. Syllantavos, resigned from those positions and Mr. Thompson, the President and CEO of Stocksfield Limited, iOra’s 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 pursuant 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). |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Cash and cash equivalents | 1. Cash and cash equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. |
Reorganization costs | 2. Reorganization costs The Company has adopted the provisions required by the Start-up Activities Topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and organization of the Company were charged to operations as incurred. |
Income taxes | 3. Income taxes The Company files income tax returns in the United States of America and may file, as applicable and appropriate, various state(s). The Company does not anticipate any examinations of returns filed since 2006 or to be filed in future periods. The Company uses the asset and liability method of accounting for income taxes. At December 31, 2016 and 2015, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits. As of December 31, 2016, and 2015, respectively, the deferred tax asset related to the Company’s net operating loss carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. |
Income (Loss) per share | 4. Income (Loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of December 31, 2016, and 2015, respectively, and subsequent thereto, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. On August 2014, the FASB issued ASU 2014-15 “Disclosures about an Entities Ability to Continue as a Going Concern” The update establishes management’s responsibilities to evaluate whether there is a substantial doubt about an entity's ability to continue as a going concern including the related disclosures. The Company has completed with the provisions of the updated for the year ended December 31, 2016. |
Pending and/or New Accounting Pronouncements | 5. Pending and/or New Accounting Pronouncements The Company is of the opinion that any pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company’s financial position or results of operations. |
Acquisition of Sur-America Ve18
Acquisition of Sur-America Ventures, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Acquisition of Sur-America Ventures, Inc.[Abstract] | |
Summary of consideration paid for SAV and amounts of the assets acquired and liabilities assumed | Equity interest (1,576,782 shares of common stock) $ 6,000 Fair value of total consideration transferred $ 6,000 Acquisition-related costs (included in professional fees in the accompanying financial statements for the three months ended March 31, 2009) $ 20,000 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 1,500 Total net identifiable assets 1,500 Goodwill 4,500 $ 6,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of components of income tax (benefit) expense | Year ended Year ended December 31, December 31, 2016 2015 Federal: Current $ - $ - Deferred - - - - State: Current - - Deferred - - - - Total $ - $ - |
Schedule of income tax expense | Year ended Year ended Statutory rate applied to income before income taxes $ (9,253 ) $ (9,293 ) Increase (decrease) in income taxes resulting from: State income taxes Other, including reserve for deferred tax asset and application of net operating loss carry forward 9,253 9,293 Income tax expense $ - $ - |
Schedule of deferred tax asset | December 31, December 31, 2016 2015 Deferred tax assets Net operating loss carry forwards $ 84,710 $ 75,457 Less valuation allowance (84,710 ) (75,457 ) Net Deferred Tax Asset $ - $ - |
Background and Description of20
Background and Description of Business (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 18, 2009 | May 21, 2009 | Dec. 31, 2016 | |
Background and Description of Business (Textual) | |||
Entity Incorporation, Date of Incorporation | Aug. 16, 2006 | ||
Common stock newly issued under share exchange agreement | 1,576,782 | ||
Percentage of equity interest acquired in Sur-America Ventures, Inc. | 100.00% | ||
Percentage of shares issued and outstanding capital stock | 90.00% | ||
Shares, issued | 1,751,980 | ||
Shares, outstanding | 1,751,980 | ||
Shares sold under the securities purchase agreement | 1,576,782 | ||
Additional shares issued under subscription agreement | $ 60,000 | ||
Additional shares issued under subscription agreement, shares | 4,087,953 | ||
Aggregate common stock shares owned by Marshall Islands corporation after SPA | 5,664,735 | ||
Common stock shares owned by Marshall Islands corporation under securities purchase and subscription agreement of then issued and outstanding | 5,839,933 |
Bankruptcy Action (Details)
Bankruptcy Action (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | May 21, 2009 | Nov. 29, 2004 | |
Bankruptcy Action (Textual) | |||
Effective date of the plan of reorganization | Nov. 29, 2004 | ||
Plan of reorganization approval date | Nov. 29, 2004 | ||
Common stock issued due to bankruptcy filing, Description | The issuance of all "new" shares of the reorganized entity caused an issuance of shares of common stock and a related change of control of the Company with more than 50.0% of the "new" shares being held by persons and/or entities which were not pre-bankruptcy stockholders. | ||
Date of adopting fresh start accounting | Nov. 29, 2004 | ||
Asset value in cash due from the Bankruptcy Estate | $ 1,000 | $ 1,000 |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Going Concern Uncertainty (Textual) | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Acquisition of Sur-America Ve23
Acquisition of Sur-America Ventures, Inc. (Details) | 1 Months Ended |
May 21, 2009USD ($) | |
Summary of consideration paid and amounts of the assets acquired and liabilities assumed | |
Equity interest (1,576,782 shares of common stock) | $ 6,000 |
Fair value of total consideration transferred | 6,000 |
Acquisition-related costs (included in professional fees in the accompanying financial statements for the three months ended March 31, 2009) | 20,000 |
Recognized amounts of identifiable assets acquired and liabilities assumed Cash | 1,500 |
Total net identifiable assets | 1,500 |
Goodwill | 4,500 |
Total amounts of the assets acquired and liabilities assumed | $ 6,000 |
Acquisition of Sur-America Ve24
Acquisition of Sur-America Ventures, Inc. (Details Textual) - USD ($) | 1 Months Ended | |
May 21, 2009 | Nov. 29, 2004 | |
Acquisition of Sur-America Ventures, Inc. (Textual) | ||
Percentage of equity interest acquired in Sur-America Ventures, Inc. | 100.00% | |
Common stock newly issued under share exchange agreement | 1,576,782 | |
Percentage of shares issued and outstanding capital stock | 90.00% | |
Shares, issued | 1,751,980 | |
Shares, outstanding | 1,751,980 | |
Goodwill | $ 4,500 | |
Asset value in cash due from the Bankruptcy Estate | $ (1,000) | $ (1,000) |
Number of shares prior to reverse split | (500,000) | |
Shares post-reverse splits | (175,198) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal: | ||
Current | ||
Deferred | ||
Federal income tax, total | ||
State: | ||
Current | ||
Deferred | ||
State income tax, total | ||
Total |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of income tax expense | ||
Statutory rate applied to income before income taxes | $ (9,253) | $ (9,293) |
Increase (decrease) in income taxes resulting from: | ||
State income taxes | ||
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 9,253 | 9,293 |
Income tax expense |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Net operating loss carry forwards | $ 84,710 | $ 75,457 |
Less valuation allowance | (84,710) | (75,457) |
Net Deferred Tax Asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Net operating loss carry forward | $ 544,000 | |
Look-back period of shares | 3 years | |
Percentage point change in control subject to limitations set forth in internal revenue code | 50.00% | |
Increase in valuation allowance against the deferred tax asset | $ 6,253 | $ 9,293 |
Expiration date, Description | The statute of limitations on the 2012 tax year returns expired in March 2016. |
Capital Stock Transactions (Det
Capital Stock Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 18, 2009 | May 21, 2009 | Dec. 31, 2007 | Nov. 29, 2004 | Dec. 31, 2016 | Dec. 31, 2015 | |
Capital Stock Transactions (Textual) | ||||||
Plan of Reorganization approval date | Nov. 29, 2004 | |||||
Plan of Reorganization shares issued | Approximately 500,000 Plan Shares relative to each Post Confirmation Debtor. | |||||
Percentage of plan shares issued to then-controlling stockholder | 70.00% | |||||
Percentage of plan shares issued to other holders of various claims | 30.00% | |||||
Reverse stock split | 1-for-2.86 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock newly issued under share exchange agreement | 1,576,782 | |||||
Approved date of reverse split | Nov. 29, 2007 | |||||
Share outstanding after reverse stock split | 175,198 | |||||
Percentage of equity interest acquired in Sur-America Ventures, Inc. | 100.00% | |||||
Percentage of shares issued and outstanding capital stock | 90.00% | |||||
Common stock issued | 1,751,980 | |||||
Common stock outstanding | 1,751,980 | |||||
Shares sold under the securities purchase agreement | 1,576,782 | |||||
Additional shares issued under subscription agreement | $ 60,000 | |||||
Additional shares issued under subscription agreement, shares | 4,087,953 | |||||
Aggregate common stock shares owned by Marshall Islands corporation after SPA | 5,664,735 | |||||
Common stock shares owned by Marshall Islands corporation under securities purchase and subscription agreement of then issued and outstanding | 5,839,933 | |||||
Closing date of securities purchase agreement | Oct. 9, 2009 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 13, 2017 | Dec. 31, 2016 |
Contribution Agreement [Member] | iOra Software Limited [Member] | ||
Subsequent Events (Textual) | ||
Capital stock shares issued | 100 | |
Capital stock shares outstanding | 100 | |
Promissory note, value | $ 75,000 | |
Interest per month | 2.50% | |
Series A convertible preferred stock [Member] | Contribution Agreement [Member] | ||
Subsequent Events (Textual) | ||
Aggregate shares in exchange | 6,323,530 | |
Additional shares received | 2,966,531 | |
Issue of shares | 709,939 | |
Shares converted into common stock | 41.12981553 | |
Subsequent Events [Member] | Series A convertible preferred stock [Member] | Voting Trust Agreement [Member] | ||
Subsequent Events (Textual) | ||
Issue of shares | 2,966,531 |