Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'BTHC X INC | ' |
Entity Central Index Key | '0001375685 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 5,839,933 |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash on hand and in bank | ' | ' |
Prepaid Expenses | ' | ' |
Total Assets | ' | ' |
Current Liabilities | ' | ' |
Accounts payable - trade | 40,176 | 22,668 |
Due to controlling stockholder | 191,179 | 166,503 |
Total Liabilities | 231,355 | 189,171 |
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 |
Deficit accumulated during the development stage | -302,335 | -260,151 |
Total Stockholders' Deficit | -231,355 | -189,171 |
Total Liabilities and Stockholders Deficit | ' | ' |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Balance Sheets [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
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_C
Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | 106 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Statements of Operations and Comprehensive Loss [Abstract] | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' |
Operating expenses | ' | ' | ' | ' | ' |
Reorganization costs | ' | ' | ' | ' | 2,248 |
Professional fees | 10,500 | 10,500 | 31,500 | 32,000 | 235,868 |
General and administrative expenses | 4,488 | 5,542 | 10,684 | 12,657 | 59,719 |
Total operating expenses | 14,988 | 16,042 | 42,184 | 44,657 | 297,835 |
Loss from operations | -14,988 | -16,042 | -42,184 | -44,657 | -297,835 |
Other Expense | ' | ' | ' | ' | ' |
Abandonment of goodwill acquired in Sur-America Ventures Inc. | ' | ' | ' | ' | -4,500 |
Loss before Provision for Income Taxes | -14,988 | -16,042 | -42,184 | -44,657 | -302,335 |
Provision for income taxes | ' | ' | ' | ' | ' |
Net loss | -14,988 | -16,042 | -42,184 | -44,657 | -302,335 |
Other comprehensive income | ' | ' | ' | ' | ' |
Comprehensive loss | ($14,988) | ($16,042) | ($42,184) | ($44,657) | ($302,335) |
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted | ($0.00) | ($0.00) | ($0.01) | ($0.01) | ($0.11) |
Weighted-average number of shares of common stock outstanding - basic and fully diluted | 5,839,933 | 5,839,933 | 5,839,933 | 5,839,933 | 2,805,706 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | 106 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash Flows from Operating Activities | ' | ' | ' |
Net loss for the period | ($42,184) | ($44,657) | ($302,335) |
Adjustments to reconcile net loss to net cash provided by operating activities | ' | ' | ' |
Abandonment of goodwill acquired in Sur-America Ventures, Inc. | ' | ' | 4,500 |
Increase in prepaid expenses | ' | -1,000 | ' |
Decrease/ increase in accounts payable-trade | 17,508 | 9,259 | 40,176 |
Net cash used in operating activities | -24,676 | -36,398 | -257,659 |
Cash Flows from Investing Activities | ' | ' | ' |
Cash Flows from Financing Activities | ' | ' | ' |
Cash funded from bankruptcy trust | ' | ' | 1,000 |
Cash received on sale of common stock | ' | ' | 60,000 |
Cash provided by former controlling shareholder | ' | ' | 65,480 |
Cash repaid to former controlling shareholder | ' | ' | -60,000 |
Cash provided by current controlling stockholder | 24,676 | 36,398 | 191,179 |
Net cash provided by financing activities | 24,676 | 36,398 | 257,659 |
Decrease/ Increase 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_
Background and Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Background and Description of Business and 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. | |
The Company is currently considering alternative business plans, including but not limited to locating and combining with an existing company located in the Far East, which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged, desiring to become a publicly held company with access to United States capital markets through a combination transaction with the Company. However, the Company does not intend to combine with a company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of our common stock for stock or assets or any other form which will result in the combined enterprises becoming a publicly-held corporation. |
Bankruptcy_Action
Bankruptcy Action | 9 Months Ended |
Sep. 30, 2013 | |
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_State
Preparation of Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Background and Description of Business and 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 | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern Uncertainty [Abstract] | ' |
Going Concern Uncertainty | ' |
Note D - Going Concern Uncertainty | |
The Company has no post-bankruptcy operating history, no cash on hand, no operating assets 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 majority stockholder intends to continue the funding of nominal necessary expenses to sustain the corporate entity. However, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company. Should we fail to obtain financing, the Company has not identified any alternative sources of working capital to support the Company. | |
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. If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and additional funds loaned by management and/or significant stockholders. | |
The Company’s business plan is to seek an acquisition or merger with a private operating company which offers an opportunity for growth and possible appreciation of our stockholders’ investment in the then issued and outstanding common stock. However, there is no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, if successful, that any acquisition or merger will result in the appreciation of our stockholders’ investment in the then outstanding common stock. | |
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 and the majority stockholder to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or the majority stockholder to provide additional future funding. | |
In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market. | |
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_Account
Summary of Significant Accounting Policies | 9 Months Ended | |
Sep. 30, 2013 | ||
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. | ||
3 | Income taxes – continued | |
The Company uses the asset and liability method of accounting for income taxes. At September 30, 2013 and 2012, 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 September 30, 2013 and 2012, respectively, the deferred tax asset related to the Company’s net operating loss carryforward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards 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. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2013 | |
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_SurAmerica_Vent
Acquisition of Sur-America Ventures, Inc. | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
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 | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||
Note H - Income Taxes | |||||||||||||||||||||
The components of income tax (benefit) expense for each of the nine and three months ended September 30, 2013 and 2012 and for the period from November 29, 2004 (date of bankruptcy settlement) through September 30, 2013, respectively, are as follows: | |||||||||||||||||||||
Period from | |||||||||||||||||||||
29-Nov-04 | |||||||||||||||||||||
(date of bankruptcy | |||||||||||||||||||||
Nine months | Nine months | Three months | Three months | settlement) | |||||||||||||||||
ended | ended | ended | ended | through | |||||||||||||||||
September 30, | September 30, | September 30, | September 30, | September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||||||
Federal: | |||||||||||||||||||||
Current | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Deferred | - | - | - | - | - | ||||||||||||||||
- | - | - | - | - | |||||||||||||||||
State: | |||||||||||||||||||||
Current | - | - | - | - | - | ||||||||||||||||
Deferred | - | - | - | - | - | ||||||||||||||||
- | - | - | - | - | |||||||||||||||||
Total | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
As of September 30, 2013, and after the September 18, 2009 change in control transaction, the Company has a net operating loss carryforward of approximately $259,500 to offset future taxable income. The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s). | |||||||||||||||||||||
The Company's income tax expense for each of the nine months ended September 30, 2013 and 2012 and for the period from November 29, 2004 (date of bankruptcy settlement) through September 30, 2013, respectively, is as follows: | |||||||||||||||||||||
Nine months | Nine months | Period from | |||||||||||||||||||
ended | ended | 29-Nov-04 | |||||||||||||||||||
September30, | September 30, | (date of bankruptcy | |||||||||||||||||||
2013 | 2012 | settlement) through | |||||||||||||||||||
September 30, | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Statutory rate applied to income before income taxes | $ | -14,343 | $ | -15,180 | $ | -110,176 | |||||||||||||||
Increase (decrease) in income | |||||||||||||||||||||
taxes resulting from: | |||||||||||||||||||||
State income taxes | |||||||||||||||||||||
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 14,343 | 15,180 | 110,176 | ||||||||||||||||||
Income tax expense | $ | - | $ | - | $ | - | |||||||||||||||
The Company’s only temporary difference as of September 30, 2013 and 2012, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of September 30, 2013 and 2012, respectively, the deferred tax asset is as follows: | |||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Deferred tax assets | |||||||||||||||||||||
Net operating loss carryforwards | $ | 110,176 | $ | 89,800 | |||||||||||||||||
Less valuation allowance | -110,176 | -89,800 | |||||||||||||||||||
Net Deferred Tax Asset | $ | - | $ | - | |||||||||||||||||
As of September 30, 2013 and 2012, respectively, the valuation allowance against the deferred tax asset increased by approximately $14,340 and $15,180. |
Capital_Stock_Transactions
Capital Stock Transactions | 9 Months Ended |
Sep. 30, 2013 | |
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 | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note J - Subsequent Events | |
Management has evaluated all activity of the Company through November 11, 2013 (the issue date of the financial statements) and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to financial statements. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
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 t be filed in future periods. | |
The Company uses the asset and liability method of accounting for income taxes. At September 30, 2013 and 2012, 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 September 30, 2013 and 2012, respectively, the deferred tax asset related to the Company’s net operating loss carryforward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards 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 September 30, 2013 and 2012, 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. | |
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_SurAmerica_Vent1
Acquisition of Sur-America Ventures, Inc. (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Acquisition of Sur-America Ventures, Inc.[Abstract] | ' | ||||
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 | ||||
$ | 6,000 |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||||||||||
Schedule of components of income tax (benefit) expense | ' | ||||||||||||||||||||
Period from | |||||||||||||||||||||
29-Nov-04 | |||||||||||||||||||||
(date of bankruptcy | |||||||||||||||||||||
Nine months | Nine months | Three months | Three months | settlement) | |||||||||||||||||
ended | ended | ended | ended | through | |||||||||||||||||
September 30, | September 30, | September 30, | September 30, | September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||||||
Federal: | |||||||||||||||||||||
Current | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Deferred | - | - | - | - | - | ||||||||||||||||
- | - | - | - | - | |||||||||||||||||
State: | |||||||||||||||||||||
Current | - | - | - | - | - | ||||||||||||||||
Deferred | - | - | - | - | - | ||||||||||||||||
- | - | - | - | - | |||||||||||||||||
Total | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Schedule of income tax expenses | ' | ||||||||||||||||||||
Nine months | Nine months | Period from | |||||||||||||||||||
ended | ended | 29-Nov-04 | |||||||||||||||||||
September30, | September 30, | (date of bankruptcy | |||||||||||||||||||
2013 | 2012 | settlement) through | |||||||||||||||||||
September 30, | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Statutory rate applied to income before income taxes | $ | -14,343 | $ | -15,180 | $ | -110,176 | |||||||||||||||
Increase (decrease) in income | |||||||||||||||||||||
taxes resulting from: | |||||||||||||||||||||
State income taxes | |||||||||||||||||||||
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 14,343 | 15,180 | 110,176 | ||||||||||||||||||
Income tax expense | $ | - | $ | - | $ | - | |||||||||||||||
Schedule of deferred tax asset | ' | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Deferred tax assets | |||||||||||||||||||||
Net operating loss carryforwards | $ | 110,176 | $ | 89,800 | |||||||||||||||||
Less valuation allowance | -110,176 | -89,800 | |||||||||||||||||||
Net Deferred Tax Asset | $ | - | $ | - |
Background_and_Description_of_1
Background and Description of Business (Details) (USD $) | 0 Months Ended | |
Sep. 18, 2009 | 21-May-09 | |
Background and Description of Business (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 then-issued and outstanding capital stock issued to acquiree | ' | 90.00% |
Shares, Issued | ' | 1,751,980 |
Shares, outstanding | ' | 1,751,980 |
Shares sold under the securities purchase agreement | 1,576,782 | ' |
Additional shares sold under subscription agreement, shares | 4,087,953 | ' |
Additional shares sold under subscription agreement | $60,000 | ' |
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 $) | 9 Months Ended | |
Sep. 30, 2013 | Nov. 29, 2004 | |
Bankruptcy Action (Textual) | ' | ' |
Effective date of the Plan of Reorganization | 29-Nov-04 | ' |
Plan of Reorganization approval date | 29-Nov-04 | ' |
Common stock issued due to bankruptcy filing, Description | '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. | ' |
Date of adopting fresh start accounting | 29-Nov-04 | ' |
Asset value in cash due from the Bankruptcy Estate | ' | $1,000 |
Going_Concern_Uncertainty_Deta
Going Concern Uncertainty (Details) | Sep. 30, 2013 | Dec. 31, 2012 |
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_SurAmerica_Vent2
Acquisition of Sur-America Ventures, Inc. (Details) (USD $) | 0 Months Ended |
21-May-09 | |
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_SurAmerica_Vent3
Acquisition of Sur-America Ventures, Inc. (Details Textual) (USD $) | 0 Months Ended | |
21-May-09 | 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 then-issued and outstanding capital stock issued to acquiree | 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 |
Number of shares prior to reverse split | -500,000 | ' |
Shares post-reverse splits | 175,198 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 106 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Federal: | ' | ' | ' | ' | ' |
Current | ' | ' | ' | ' | ' |
Deferred | ' | ' | ' | ' | ' |
Federal income tax, total | ' | ' | ' | ' | ' |
State: | ' | ' | ' | ' | ' |
Current | ' | ' | ' | ' | ' |
Deferred | ' | ' | ' | ' | ' |
State income tax, total | ' | ' | ' | ' | ' |
Income tax expense | ' | ' | ' | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | 106 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Schedule of income tax expenses | ' | ' | ' | ' | ' |
Statutory rate applied to income before income taxes | ' | ' | ($14,343) | ($15,180) | ($110,176) |
Increase (decrease) in income taxes resulting from: | ' | ' | ' | ' | ' |
State income taxes | ' | ' | ' | ' | ' |
Other, including reserve for deferred tax asset and application of net operating loss carryforward | ' | ' | 14,343 | 15,180 | 110,176 |
Income tax expense | ' | ' | ' | ' | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Deferred tax assets | ' | ' |
Net operating loss carryforwards | $110,176 | $89,800 |
Less valuation allowance | -110,176 | -89,800 |
Net Deferred Tax Asset | ' | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Income Taxes (Textual) | ' | ' |
Net operating loss carryforwards | $259,500 | ' |
Look-back period of shares | '3 years | ' |
Percentage point change in control subject to limitations set forth in internal revenue code | 50.00% | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $14,340 | $15,180 |
Capital_Stock_Transactions_Det
Capital Stock Transactions (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | |||
Sep. 18, 2009 | 21-May-09 | Nov. 29, 2004 | Dec. 31, 2007 | Sep. 30, 2013 | Dec. 31, 2012 | |
Capital Stock Transactions (Textual) | ' | ' | ' | ' | ' | ' |
Plan of Reorganization approval date | ' | ' | ' | ' | 29-Nov-04 | ' |
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 | ' | ' | ' | $0.00 | $0.00 | $0.00 |
Approved date of reverse split | ' | ' | ' | 29-Nov-07 | ' | ' |
Share outstanding after reverse stock split | ' | ' | ' | 175,198 | ' | ' |
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 then-issued and outstanding capital stock issued to acquiree | ' | 90.00% | ' | ' | ' | ' |
Shares, Issued | ' | 1,751,980 | ' | ' | ' | ' |
Shares, outstanding | ' | 1,751,980 | ' | ' | ' | ' |
Shares sold under the securities purchase agreement | 1,576,782 | ' | ' | ' | ' | ' |
Additional shares sold under subscription agreement | $60,000 | ' | ' | ' | ' | ' |
Additional shares sold 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 | 9-Oct-09 | ' | ' | ' | ' | ' |