BTHC X (BTXI) 10-Q 20 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 20, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	BTHC X INC
Entity Central Index Key	1,375,685
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		5,839,933

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash on hand and in bank
Total Assets
Current Liabilities
Accounts payable - trade	$ 154,083	$ 143,661
Due to controlling stockholder	270,555	266,693
Total Liabilities	$ 424,638	$ 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
Deficit accumulated during the development stage	(495,618)	(481,334)
Total Stockholders' Deficit	$ (424,638)	$ (410,354)
Total Liabilities and Stockholders' Deficit

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 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 ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statements Of Operations and Comprehensive Loss [Abstract]
Revenues
Operating expenses
Reorganization costs
Professional fees	$ 10,500	$ 10,500
General and administrative expenses	3,784	3,986
Total operating expenses	14,284	14,486
Loss from operations	(14,284)	(14,486)
Other Expense
Loss before Provision of Income Taxes	$ (14,284)	$ (14,486)
Provision for income taxes
Net loss	$ (14,284)	$ (14,486)
Other comprehensive income
Comprehensive loss	$ (14,284)	$ (14,486)
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted.	$ 0	$ 0
Weighted- average number of shares of common stock outstanding - basic and fully diluted.	5,839,933	5,839,933

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from Operating Activities
Net loss for the period	$ (14,284)	$ (14,486)
Adjustments to reconcile net loss to net cash provided by operating activities
Abandonment of goodwill acquired in Sur-America Ventures, Inc.
Increase / Decrease in accounts payable-trade	$ 10,422	$ 9,529
Net cash used in operating activities	$ (3,862)	$ (4,957)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Cash provided by current controlling stockholder	$ 3,862	$ 4,957
Net cash provided by financing activities	$ 3,862	$ 4,957
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 B

Background and Description of Business	3 Months Ended
	Mar. 31, 2016
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. 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. In addition, on October 9, 2009, pursuant to a subscription agreement (the “SA”), the Company closed a transaction by which Magellan subscribed for an additional 4,087,953 newly issued shares of the Company’s common stock for $60,000 cash. After the closing of both the SPA and SA (the “Magellan Transaction”), 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 and focuses on locating and combining with an existing company, 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 us. We do not restrict our search for investment opportunities to any particular geographical area or industry. 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	3 Months Ended
	Mar. 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 (the “Plan”) was approved by the United States Bankruptcy Court, Northern District of Texas - Dallas Division on November 29, 2004. The Plan, 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, 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, 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 of common stock 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, 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	3 Months Ended
	Mar. 31, 2016
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 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	3 Months Ended
	Mar. 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 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. 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 in connection with a business combination. 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 and belief of management and the majority stockholder to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, other than interest free loans of an aggregate of $266,693 as of December 31, 2015 provided by Magellan, 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 Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 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 and may file, as applicable and appropriate, in 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 March 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 March 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 limited 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 shares of common stock 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 March 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. 5. Pending and/or New Accounting Pronouncements On June 2014 the FASB issued an accounting standards update to topic 915 “Development stage entities”. The amendment removes all incremental reporting requirements from US GAAP for development stage entities. The Company has complied with the provisions of the update for the year ended December 31, 2015.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 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.

Acquisition of Sur-America Vent

Acquisition of Sur-America Ventures, Inc.	3 Months Ended
	Mar. 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 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 United States Federal and State income taxes. Concurrent with the Magellan Transaction, as previously discussed in Note A, 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 common stock 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	3 Months Ended
	Mar. 31, 2016
Income Taxes [Abstract]
Income Taxes	Note H - Income Taxes The components of income tax (benefit) expense for each of the three months ended March 31, 2016 and 2015 are as follows: Three months ended Three months ended March 31, March 31, 2016 2015 Federal: Current $ - $ - Deferred - - - - State: Current - - Deferred - - - - Total $ - $ - As of March 31, 2016, and after the Magellan Transaction, the Company has a net operating loss carry forward of approximately $451,000 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 three months ended March 31, 2016 and 2015 is as follows: Three months ended March 31, 2016 Three months ended March 31, Statutory rate applied to income before income taxes $ (2,143 ) $ (2,173 ) Increase (decrease) in income taxes resulting from: State income taxes - - Other, including reserve for deferred tax asset and application of net operating loss carryforward 2,143 2,173 Income tax expense $ - $ - The Company’s only temporary difference as of March 31, 2016 and 2015, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of March 31, 2016 and 2015, respectively, the deferred tax asset is as follows: March 31, March 31, 2016 2015 Deferred tax assets Net operating loss carry forwards $ 7,760 $ 68,337 Less valuation allowance (7,760 ) (68,337 ) Net Deferred Tax Asset $ - $ - As of March 31, 2016 and 2015, respectively, the valuation allowance against the deferred tax asset increased by approximately $2,143and $2,173. 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	3 Months Ended
	Mar. 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 Statement of Changes in Stockholders’ Equity (Deficit) as of the first day of the period ended December 31, 2004.. 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 (“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	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	Note J - Subsequent Events Management has evaluated all activity of the Company through May 20, 2016 (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 Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 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 and may file, as applicable and appropriate, in 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 March 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 March 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 limited 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 shares of common stock 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 March 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.
Pending and/or New Accounting Pronouncements	5. Pending and/or New Accounting Pronouncements On June 2014 the FASB issued an accounting standards update to topic 915 “Development stage entities”. The amendment removes all incremental reporting requirements from US GAAP for development stage entities. The Company has complied with the provisions of the update for the year ended December 31, 2015.

Acquisition of Sur-America Ve17

Acquisition of Sur-America Ventures, Inc. (Tables)	3 Months Ended
	Mar. 31, 2016
Acquisition of Sur-America Ventures, Inc.[Abstract]
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 $ 6,000

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2016
Income Taxes [Abstract]
Schedule of components of income tax (benefit) expense	Three months ended Three months ended March 31, March 31, 2016 2015 Federal: Current $ - $ - Deferred - - - - State: Current - - Deferred - - - - Total $ - $ -
Schedule of income tax expenses	Three months ended March 31, 2016 Three months ended March 31, Statutory rate applied to income before income taxes $ (2,143 ) $ (2,173 ) Increase (decrease) in income taxes resulting from: State income taxes - - Other, including reserve for deferred tax asset and application of net operating loss carryforward 2,143 2,173 Income tax expense $ - $ -
Schedule of deferred tax asset	March 31, March 31, 2016 2015 Deferred tax assets Net operating loss carry forwards $ 7,760 $ 68,337 Less valuation allowance (7,760 ) (68,337 ) Net Deferred Tax Asset $ - $ -

Background and Description of19

Background and Description of Business (Details) - USD ($)	1 Months Ended		3 Months Ended
	Sep. 18, 2009	May. 21, 2009	Mar. 31, 2016	Dec. 31, 2015
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 then-issued and outstanding capital stock issued to acquiree		90.00%
Shares, issued		1,751,980
Shares, outstanding		1,751,980		5,839,933
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 ($)	3 Months Ended
	Mar. 31, 2016	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)

Going Concern Uncertainty (Deta

Going Concern Uncertainty (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 31, 2016
Going Concern Uncertainty (Textual)
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, shares authorized	40,000,000	40,000,000
Interest free loans	$ 266,693

Acquisition of Sur-America Ve22

Acquisition of Sur-America Ventures, Inc. (Details)	1 Months Ended
	May. 21, 2009USD ($)
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 Ve23

Acquisition of Sur-America Ventures, Inc. (Details Textual) - USD ($)	1 Months Ended
	May. 21, 2009	Dec. 31, 2015	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%
Common stock, Issued	1,751,980
Common stock, Outstanding	1,751,980	5,839,933
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
	Mar. 31, 2016	Mar. 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 ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Schedule of income tax expenses
Statutory rate applied to income before income taxes	$ (2,143)	$ (2,173)
Increase (decrease) in income taxes resulting from: State income taxes
Other, including reserve for deferred tax asset and application of net operating loss carryforward	$ 2,143	$ 2,173
Income tax expense

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	Mar. 31, 2016	Mar. 31, 2015
Deferred tax asset
Net operating loss carry forwards	$ 7,760	$ 68,337
Less valuation allowance	$ (7,760)	$ (68,337)
Net Deferred Tax Asset

Income Taxes (Details Textual)

Income Taxes (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Taxes (Textual)
Net operating loss carry forwards	$ 451,000
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	$ 2,143	$ 2,173

Capital Stock Transactions (Det

Capital Stock Transactions (Details) - USD ($)	1 Months Ended				3 Months Ended
	Sep. 18, 2009	May. 21, 2009	Dec. 31, 2007	Nov. 29, 2004	Mar. 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 then-issued and outstanding capital stock issued to acquiree		90.00%
Shares, issued		1,751,980
Shares, outstanding		1,751,980				5,839,933
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	Oct. 9, 2009