UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2013
or
q | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:000-54173
FLATWORLD ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
British Virgin Island | 98-0666872 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
|
Palm Grove House, Road Town |
|
Tortola, British Virgin Islands | VG1110 |
(Address of principal executive offices) | (Zip Code) |
+1 (284) 545 6127
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class
Ordinary Shares, no par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes q No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes q No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No q
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer q |
| Accelerated filer q |
|
Non-accelerated filer q |
| Smaller reporting company þ |
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No q
The aggregate market value of the outstanding ordinary shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Registrant’s Ordinary shares on March 31, 2013, as reported on the OTC Bulletin Board, was approximately $85,329.
As of May 31, 2013, there were 2,869,375 ordinary shares, no par value per share, of the registrant outstanding.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No q
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to FlatWorld Acquisition Corp.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2013, is to furnish the Interactive Data File as Exhibit 101 to the Quarterly Report on Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements from the Quarterly Report on Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Quarterly Report on Form 10-Q. This Amendment No. 1 to the Quarterly Report on Form 10-Q does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Quarterly Report on Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS.
(a) Exhibits
Exhibit No. |
| Description |
|
|
|
16.1 |
| Letter from Rothstein Kass to the Securities and Exchange Commission dated, March 27, 2013. (1) |
31.1 |
| Certification of the Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
31.2 |
| Certification of the Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
32.1 |
| Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)* |
101.INS |
| XBRL Instance Document** |
101.SCH |
| XBRL Taxonomy Extension Schema Document** |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document** |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document** |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document** |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document** |
(1) Incorporated by reference to the registrant’s current report on Form 8-K filed on March 28, 2013.
(*) Filed herewith.
(**) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FLATWORLD ACQUISITION CORP. | ||
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May 31, 2013 | By: | /s/ Jeffrey A. Valenty | |
|
| Jeffrey A. Valenty | |
|
| President and Chief Financial Officer | |
|
|
| |
May 31, 2013 | By: | /s/ Raj K. Gupta | |
|
| Raj K. Gupta | |
|
| Chief Executive Officer | |
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| |
