FlatWorld Acquisition (FWLAF) 10-Q 15 May 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	15-May-14
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	'FlatWorld Acquisition Corp.	'
Entity Central Index Key	'0001499573	'
Trading Symbol	'ftwaf	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	2,869,375
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2014	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current assets	'	'
Cash	$251	$997
Prepaid expense and other current assets	'	482
Total current assets	251	1,479
Total assets	251	1,479
Current liabilities	'	'
Accounts payable and accrued expenses	85,250	81,972
Due to affiliate	184,270	159,196
Total current liabilities	269,520	241,168
Commitments and contingencies	'	'
Shareholders' deficit	'	'
Preferred shares, no par value; 5,000,000 shares authorized; no shares issued and outstanding at March 31, 2014 and December 31, 2013	'	'
Ordinary shares, no par value, unlimited shares authorized; 2,869,375 shares issued and outstanding at March 31, 2014 and December 31, 2013	311,372	311,372
Additional paid-in capital	'	'
Accumulated deficit	-580,641	-551,061
Total shareholders' deficit	-269,269	-239,689
Total liabilities and shareholders' deficit	$251	$1,479

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]	'	'
Preferred shares, par value	'	'
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred shares, shares issued	'	'
Preferred shares, shares outstanding	'	'
Ordinary shares, par value	'	'
Ordinary shares, shares authorized	'Unlimited	'Unlimited
Ordinary shares, shares issued	2,869,375	2,869,375
Ordinary shares, shares outstanding	2,869,375	2,869,375

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]	'	'
Revenue	'	'
General and administrative expenses	29,580	30,481
Loss from operations	-29,580	-30,481
Other income (expenses)	'	'
Interest and dividend income	'	'
Total other income	'	'
Net loss attributable to ordinary shareholders	($29,580)	($30,481)
Weighted average number of ordinary shares outstanding, basic and diluted (in shares)	2,869,375	2,869,375
Net loss per ordinary share attributable to ordinary shareholders, basic and diluted (in dollars per share)	($0.01)	($0.01)

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (Unaudited) (USD $)	Ordinary Shares	Additional paid-in capital	Deficit	Total
Balance at Dec. 31, 2013	$311,372	'	($551,061)	($239,689)
Balance (in shares) at Dec. 31, 2013	2,869,375	'	'	2,869,375
Increase (Decrease) in Stockholders' Equity [Roll Forward]	'	'	'	'
Net loss attributable to ordinary shareholders	'	'	-29,580	-29,580
Balance at Mar. 31, 2014	$311,372	'	($580,641)	($269,269)
Balance (in shares) at Mar. 31, 2014	2,869,375	'	'	2,869,375

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities	'	'
Net loss attributable to ordinary shareholders	($29,580)	($30,481)
Changes in operating assets and liabilities:	'	'
Decrease in prepaid expense and other current assets	482	1,375
Increase in due to affiliate	25,074	28,797
Increase in accounts payable and accrued expenses	3,278	219
Net cash used in operating activities	-746	-90
Cash Flows from Investing Activities	'	'
Net cash provided by investing activities	'	'
Cash Flows from Financing Activities	'	'
Net cash provided by financing activities	'	'
Net decrease in cash and cash equivalents	-746	-90
Cash and cash equivalents at beginning of the period	997	1,502
Cash and cash equivalents at end of the period	251	1,412
Cash paid during the period for:	'	'
Interest	'	'
Income taxes	'	'
Supplemental disclosure of non-cash investing and financing activities:	'	'

DESCRIPTION_OF_ORGANIZATION_AN

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation Of Financial Statements [Abstract]	'
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	'
	NOTE A — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
	FlatWorld Acquisition Corp. (the “Company” or “FlatWorld”) is a blank check company formed on June 25, 2010 as a British Virgin Islands business company with limited liability for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business transaction, one or more unidentified operating business or assets (“Business Transaction”). The Company’s efforts in identifying a prospective target business for its Business Transaction will not be limited to a particular industry, geographic region or minimum transaction value, but will focus its search on identifying a prospective target business in either (i) the global business services sector or (ii) emerging Asian markets. On June 29, 2011, the Company changed its fiscal year solely for financial accounting purposes such that the Company’s fiscal year will now end on December 31st of each calendar year. The Company had initially adopted a fiscal year end of June 30th solely for financial accounting purposes.
	A registration statement for the Company’s initial public offering (its “IPO”) was declared effective on December 9, 2010. On December 15, 2010, the Company consummated the sale of 2,200,000 units consisting of one ordinary share and one warrant to purchase one ordinary share (a “Warrant” and, together with an “Ordinary Share,” a “Unit”) and, on January 25, 2011, consummated the sale of an additional 95,500 Units pursuant to the exercise of the underwriters’ over-allotment option.  Each Warrant entitled the holder to purchase from us one Ordinary Share at an exercise price of $11.00 per share. The net proceeds of the IPO, including proceeds from the over-allotment option and from the concurrent private placement of 2,000,000 warrants (the “Insider Warrants”) at a price of $0.75 per warrant to FWAC Holdings Limited, the Company’s sponsor (our “Sponsor”), and after deducting the underwriting discounts and commissions and the estimated IPO expenses, were approximately $23,374,786, which was placed in a trust account as more fully described below.  The Warrants issued in connection with the Units sold in the Company’s IPO, as well as the Insider Warrants, expired worthless on September 9, 2012.  The Company’s management had has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO intended to be generally applied toward consummating a Business Transaction. Upon the closing of the IPO, the private placement of warrants and partial exercise of over-allotment, $23,374,786 was placed in a trust account (“Trust Account”) and invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”) with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act.
	On July 26, 2012, FlatWorld and its wholly owned subsidiary FTWA Orchid Merger Sub LLC. (a Maryland LLC formed on July 16, 2012 for the purposes of facilitating the merger described more fully below), FWAC Holdings Limited, Orchid Island Capital, Inc., Bimini Capital, Inc. and Bimini Advisors, LLC entered into the Agreement and Plan of Reorganization (the “Agreement and Plan of Reorganization”), pursuant to which FlatWorld would acquire Orchid Island Capital, Inc.
	Pursuant to the terms of the Agreement and Plan of Reorganization, the Company filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) on July 30, 2012 (together with all amendments and supplements thereto, the “Schedule TO”).  The Schedule TO, as further amended by Amendment No. 7, relates to the offer by FlatWorld to purchase for cash up to 825,000 of its ordinary shares, no par value (“Ordinary Shares”), at a price of $10.18 per share, net to the seller in cash, without interest (the “Share Purchase Price”) for an aggregate purchase price of up to $8,398,500 upon the terms and subject to certain conditions set forth in the Amended and Restated Offer to Purchase dated August 20, 2012 (as amended and supplemented, the “Offer to Purchase”), previously filed as Exhibit (a)(1)(F) to the Schedule TO and the Amended and Restated Letter of Transmittal previously filed as Exhibit (a)(1)(G) to the Schedule TO (which, as amended or supplemented from time to time, together constitute the offer (the “Offer”)). The Tender Offer was terminated on September 6, 2012 because of insufficient time to satisfy the terms and conditions of the Offer to Purchase, including the number of ordinary shares that were validly tendered and not properly withdrawn as of the previously announced expiration date of September 6, 2012 (the “Expiration Date”) being in excess of the maximum number of shares that FlatWorld could accept for purchase in satisfaction of the conditions to the Agreement and Plan of Reorganization, pursuant to which the Company’s wholly owned subsidiary FTWA Orchid Merger Sub LLC would have effected the Merger with Orchid Island Capital, Inc., were not satisfied.
	As of September 9, 2012, FlatWorld also terminated the Agreement and Plan of Reorganization and would not consummate the merger of Orchid Island Capital, Inc. with and into its subsidiary, FTWA Orchid Merger Sub LLC.
	Beginning on September 10, 2012, FlatWorld commenced the process to distribute (the “Distribution”) the Trust Account, pro rata, less taxes and interest earned on the proceeds of its IPO placed in the Trust Account, to its public shareholders via a non-liquidating distribution (without redemption of the Ordinary Shares).  The balance of the Trust Account was approximately $23,374,786 (less taxes and interest earned on the proceeds of FlatWorld’s initial public offering), which resulted in a Distribution of approximately $10.18 per share to FlatWorld’s public shareholders.  No payments were made with respect to any of the Company’s outstanding Warrants or Insider Warrants, which expired worthless on September 9, 2012.  Effective September 13, 2012 the Company effected a mandatory conversion of all of the Company’s then-outstanding Units into Ordinary Shares on a one-for-one basis, such that only the Company’s Ordinary Shares remained outstanding.  The record date for the Distribution was September 21, 2012, and the payment for the Distribution was made on September 26, 2012.
	Following the completion of the Distribution, the Company’s board of directors (the “Board of Directors”) determined it to be in the best interests of the Company’s shareholders to (i) continue its corporate existence, rather than dissolve the Company as contemplated by the IPO prospectus and (ii) retain the Company’s current management while the Company continues to seek acquisition targets or other uses for the Company. To accomplish these goals, on December 21, 2012, the Company held a special meeting of shareholders to approve an amendment to the Company’s Eighth Amended and Restated Memorandum and Articles of Association (its “Charter”) to modify its Charter to eliminate the blank check company provisions which restrict the Company’s ability to pursue the acquisition of one or more operating companies and related financings after the Distribution of the Trust Account to the holders of the Company’s Ordinary Shares sold in the IPO by deleting Article 24 of its Charter in its entirety.  Greater than the requisite seventy-five percent (75%) majority of those shareholders in attendance at the meeting and voting by person or by proxy voted in favor of the proposed amendment (the “Amendment Proposal”).  The Company filed its Ninth Amended and Restated Memorandum and Articles of Association with the Registrar of Corporate Affairs of the British Virgin Islands (the “Registrar”) to become effective as of December 21, 2012.
	On December 21, 2012, the Company entered into an agreement with FWC Management Services Ltd renewing the Administrative Services Agreement dated December 9, 2010. On December 31, 2013, the Company entered into an agreement with FWC Management Services Ltd and FlatWorld Capital LLC, an entity controlled by three officers of the Company, to assign FWC Management Services Ltd’s interest in the Administrative Services FWC Management Services Agreement to FlatWorld Capital LLC.  Under such agreement, FlatWorld Capital LLC will continue to provide the services previously performed by, and on the same terms of, FWC Management Services Ltd, and all previous fees outstanding will be payable to FlatWorld Capital LLC.
	Going concern consideration
	The accompanying (a) condensed consolidated balance sheet as of December 31, 2013, which has been derived from audited consolidated financial statements, and (b) the unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As indicated in the accompanying unaudited condensed consolidated financial statements, at March 31, 2014, the Company had $251 in cash, current liabilities of $269,520 and a working capital deficit (current liabilities minus current assets) of $269,269. Further, the Company has incurred and expects to continue to incur costs. These factors, among others, indicate that the Company may be unable to continue operations as a going concern unless further financing is consummated.
	The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts and classification of liabilities that might result should the Company be unable to continue as a going concern.
	The Board of Directors anticipates that the Company will need to raise capital to fund ongoing operations, including the compliance cost of continuing to remain a public reporting company, and to fund the acquisition of an operating business. The Company does not currently have any specific capital-raising plans. The Company may receive funds from some or all of our officers or directors, and it may seek to issue equity securities, including preferred securities for which it may determine the rights and designations, ordinary shares, warrants, equity rights, convertibles notes and any combination of the foregoing. Any such offering may take the form of a private placement, public offering, rights offering, other offering or any combination of the foregoing at fixed or variable market prices or discounts to prevailing market prices. The Company cannot assure you that they will be able to raise sufficient capital on favorable, or any, terms. The Company believes that the issuance of equity securities in such a financing will not be subject to shareholder approval if the Company’s Ordinary Shares are not then listed on a national exchange. Accordingly, you may not be entitled to vote on any future financing by the Company. Moreover, shareholders have no preemptive or other rights to acquire any securities that the Company may issue in the future.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Basis of presentation
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (S-X) of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
	In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three months period ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. The unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2013 consolidated financial statements and footnotes thereto included in the Company's SEC Form 10-K filed on March 21, 2014.
	Net loss per share
	The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Common share equivalents are excluded from the diluted earnings (loss) per share computation if their effect is anti-dilutive. At March 31, 2014, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Warrants issued in connection with the Units sold in the Company’s IPO, as well as the Insider Warrants, expired worthless on September 9, 2012.
	Cash
	The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.
	Concentration of credit risk
	Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
	Reliance on Key Personnel
	The Company is heavily dependent on the continued active participation of the current directors and executive officers. The loss of any of the senior management could significantly and negatively impact the business until adequate replacements can be identified and put in place.
	Share Split and Combinations
	All shares and per share information have been retroactively adjusted to reflect the share split and share combinations more fully described in Note F – Capital Stock of the unaudited condensed consolidated financial statements, unless explicitly stated otherwise.
	Fair value of financial instruments
	The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures” approximates the carrying amounts represented in the balance sheet.
	In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
	In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.  Unobservable inputs reflect the Company's assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels based on the inputs as follows:
	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
	Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
	The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.  Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed.  Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
	Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.  The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation.
	Investments
	Prior to the Distribution, the Company carried its investments in money market funds at fair value. The Company’s investments were classified as level 1 under the fair value hierarchy. Security transactions are recorded on a trade date basis. Unrealized gains and losses are included in the unaudited condensed consolidated statements of operations.
	Use of estimates
	The preparation of unaudited condensed consolidated 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.
	Income tax
	The Government of British Virgin Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or its security holders. The British Virgin Islands is not party to any double taxation treaties.
	Notwithstanding the above, the Company complies with FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company did not establish a valuation allowance as of March 31, 2014 as there were no deferred tax assets at that date.
	The Company adopted the provisions of FASB ASC 740-10-25 which establishes recognition requirements for the accounting for income taxes. There were no unrecognized tax benefits as of March 31, 2014. The section prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.  The Company is subject to income tax examinations by major taxing authorities since inception.
	Recently issued accounting pronouncements
	The Company does not believe that the adoption of any new recently issued accounting standards will have a material impact on its unaudited condensed consolidated financial position and results of operations.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2014
Related Party Transactions [Abstract]	'
RELATED PARTY TRANSACTIONS	'
	NOTE C — RELATED PARTY TRANSACTIONS
	On December 9, 2010, the Company entered into an Administrative Services Agreement with FWC Management Services Ltd, an entity controlled by two officers of the Company, for an estimated aggregate monthly fee of $7,500 for office space, secretarial, and administrative services.  On December 21, 2012, the Company entered into an agreement with FWC Management Services Ltd renewing the Administrative Services Agreement. On December 31, 2013, the Company entered into an agreement with FWC Management Services Ltd and FlatWorld Capital LLC, an entity controlled by three officers of the Company, to assign FWC Management Services Ltd’s interest in the Administrative Services Agreement to FlatWorld Capital LLC.  Under such agreement, FlatWorld Capital LLC will continue to provide the services previously performed by, and on the same terms of, FWC Management Services Ltd, and all previous fees outstanding will be payable to FlatWorld Capital LLC.   Through March 31, 2014, $292,500 has been incurred under this agreement, of which $150,000 has been paid and $142,500 remains outstanding under due to affiliate. As of March 31, 2014, there was a total balance of $184,270 due to affiliates of the Company for advancing money to settle certain vendor bills on behalf of the Company, $142,500 of which (as described above) was due to FWC Management Services Ltd under the Administrative Services Agreement.
	The Warrants issued in connection with the Units sold in the Company’s IPO, as well as the Insider Warrants, expired worthless on September 9, 2012.

COMMITMENTS

COMMITMENTS	3 Months Ended
	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]	'
COMMITMENTS	'
	NOTE D — COMMITMENTS
	The Company granted the underwriters a 45-day option to purchase up to 330,000 additional Units to cover the over-allotment at the initial public offering price less the underwriting discounts and commissions. On January 25, 2011, the Company consummated the closing of an additional 95,500 Units pursuant to the exercise of the underwriters' over-allotment option.
	On August 29, 2012, the entire $50,000 of deferred legal fees were classified as accounts payable on the balance sheet because such deferred fees were included in an invoice for professional services rendered by Ellenoff Grossman & Schole, LLP (“EGS”) along with approximately $566,913 of legal fees incurred in connection with the cancelled merger with Orchid Island Capital, Inc.  As of December 31, 2012, the Company agreed with EGS to reduce the total amount outstanding from approximately $616,913 to $25,000 which resulted in a gain of $25,000 due to the settlement of a liability.  During the year ended December 31, 2013, the Company also settled certain vendor bills, with amounts outstanding previously totaling $15,434 for $662, which resulted in a gain of $14,772 due to settlement of a liability.   In addition to the aforementioned legal fees of $25,000, the Company had approximately $60,250 of vendor invoices for professional services classified as accounts payable on its unaudited condensed consolidated balance sheet as of March 31, 2014.
	The Warrants issued in connection with the Units sold in the Company’s IPO in the year 2010, as well as the Insider Warrants, expired worthless on September 9, 2012. On October 24, 2012, FlatWorld and Rodman & Renshaw (i) terminated the Underwriting Agreement with the exception of certain indemnification provisions and (ii) provided Rodman & Renshaw’s consent to terminate the various Insider Letters between the Insiders and the Company and the FWAC Letter Agreement.
	Litigation
	There is no litigation currently pending or, to our knowledge, contemplated against us, our sponsor or any of our officers or directors in their capacities as such. Although we are not aware of any pending or contemplated litigation, the Company may, from time to time, become subject to certain legal proceedings and claims, which may arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

WARRANTS_AND_OPTIONS

WARRANTS AND OPTIONS	3 Months Ended
	Mar. 31, 2014
Disclosure Of Warrants And Options [Abstract]	'
WARRANTS AND OPTIONS	'
	NOTE E — WARRANTS AND OPTIONS
	Warrants
	As of March 31, 2014, the Company had no outstanding warrants as the Warrants, as well as the Insider Warrants, expired worthless on September 9, 2012.
	Units
	The Company issued a unit purchase option, for $100, to Rodman, the representative of the underwriters in the IPO, to purchase 88,000 Units (4% of the total number of units sold in the IPO) at an exercise price of $12.50 per Unit. The Units issuable upon exercise of this option are identical to the Units offered in the IPO. This option is exercisable commencing on the later of the consummation of a Business Transaction and one year from the date of the IPO and expiring five years from the date of the IPO. The Company estimated the fair value of this unit purchase option at approximately $2.59 per unit using a Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriter was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.78% and (3) expected life of 5 years. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the unit purchase option without the payment of cash.
	As of March 31, 2014 the option to purchase 88,000 Units remained outstanding.

CAPITAL_STOCK

CAPITAL STOCK	3 Months Ended
	Mar. 31, 2014
Equity [Abstract]	'
CAPITAL STOCK	'
	NOTE F — CAPITAL STOCK
	The Company is authorized to issue 5,000,000 preferred shares, no par value, divided into five classes, Class A through Class E, each comprising 1,000,000 preferred shares with such designation, rights and preferences as may be determined by the Company's board of directors. The Company has five classes of preferred shares to give it flexibility as to the terms on which each Class is issued. No preferred shares are currently issued and outstanding at March 31, 2014.
	The Company is authorized to issue unlimited ordinary shares with no par value. As of March 31, 2014, the Company had 2,869,375 ordinary shares issued and outstanding.
	Between December 15, 2010 and January 25, 2011, the Company sold to the public 2,295,500 Units (including 95,500 Units sold pursuant to the over-allotment option) at $10.00 per Unit. Each Unit consisted of one Ordinary Share of the Company, no par value, and one Warrant to purchase one Ordinary Share (refer Note C). Effective September 13, 2012 the Company effected a mandatory conversion of all of the Company’s then-outstanding Units into Ordinary Shares on a one-for-one basis, such that only the Company’s Ordinary Shares remained outstanding.
	During the year ended December 31, 2012, the Company terminated the various Insider Letters between the Insiders and the Company and the FWAC Letter Agreement, which terminated the transfer restrictions on the sponsor’s ordinary shares described in the immediately preceding paragraph.

RESTRICTED_CASH_EQUIVALENTS_HE

RESTRICTED CASH EQUIVALENTS HELD IN TRUST ACCOUNT	3 Months Ended
	Mar. 31, 2014
Cash and Cash Equivalents [Abstract]	'
RESTRICTED CASH EQUIVALENTS HELD IN TRUST ACCOUNT	'
	NOTE G — RESTRICTED CASH EQUIVALENTS HELD IN TRUST ACCOUNT
	Subsequent to the IPO, an amount of $23,374,786 (including $860,813 of deferred underwriting fee), of the net estimated proceeds of the IPO was deposited in an interest-bearing trust account and invested in combination of cash and money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act.  As of March 31, 2014 and 2013, FlatWorld did not have any investments of any kind.
	Due to its inability to complete a Business Transaction by September 9, 2012, beginning on September 10, 2012, FlatWorld commenced the process to Distribute the Trust Account, pro rata, less taxes and interest earned on the proceeds of its initial public offering placed in the Trust Account, to its public shareholders via a non-liquidating distribution (without redemption of the Ordinary Shares).  The balance of the Trust Account was approximately $23,374,786 (less taxes and interest earned on the proceeds of FlatWorld’s initial public offering), which resulted in a Distribution of approximately $10.18 per share to FlatWorld’s public shareholders.  The record date for the Distribution was September 21, 2012, and the Company made payment for the Distribution on September 26, 2012.  No payments were made with respect to any of the Company’s outstanding warrants, which expired on September 9, 2012.

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2014
Fair Value Disclosures [Abstract]	'
FAIR VALUE MEASUREMENTS	'
	NOTE H — FAIR VALUE MEASUREMENTS
	The Company adopted FASB ASC 820, “Fair Value Measurements” for its financial assets that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
	As of March 31, 2014 and December 31, 2013, the carrying amount reported in the consolidated balance sheet for accounts payable and accrued expenses and due to affiliates approximates fair value because of the immediate or short-term maturity of these financial instruments.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
Basis of presentation	'
	Basis of presentation
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (S-X) of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
	In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three months period ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. The unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2013 consolidated financial statements and footnotes thereto included in the Company's SEC Form 10-K filed on March 21, 2014.
Net loss per share	'
	Net loss per share
	The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Common share equivalents are excluded from the diluted earnings (loss) per share computation if their effect is anti-dilutive. At March 31, 2014, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Warrants issued in connection with the Units sold in the Company’s IPO, as well as the Insider Warrants, expired worthless on September 9, 2012.
Cash	'
	Cash
	The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.
Concentration of credit risk	'
	Concentration of credit risk
	Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Reliance on Key Personnel	'
	Reliance on Key Personnel
	The Company is heavily dependent on the continued active participation of the current directors and executive officers. The loss of any of the senior management could significantly and negatively impact the business until adequate replacements can be identified and put in place.
Share Split and Combinations	'
	Share Split and Combinations
	All shares and per share information have been retroactively adjusted to reflect the share split and share combinations more fully described in Note F – Capital Stock of the unaudited condensed consolidated financial statements, unless explicitly stated otherwise.
Fair value of financial instruments	'
	Fair value of financial instruments
	The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures” approximates the carrying amounts represented in the balance sheet.
	In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
	In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.  Unobservable inputs reflect the Company's assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels based on the inputs as follows:
	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
	Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
	The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.  Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed.  Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
	Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.  The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation.
Investments	'
	Investments
	Prior to the Distribution, the Company carried its investments in money market funds at fair value. The Company’s investments were classified as level 1 under the fair value hierarchy. Security transactions are recorded on a trade date basis. Unrealized gains and losses are included in the unaudited condensed consolidated statements of operations.
Use of estimates	'
	Use of estimates
	The preparation of unaudited condensed consolidated 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.
Income tax	'
	Income tax
	The Government of British Virgin Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or its security holders. The British Virgin Islands is not party to any double taxation treaties.
	Notwithstanding the above, the Company complies with FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company did not establish a valuation allowance as of March 31, 2014 as there were no deferred tax assets at that date.
	The Company adopted the provisions of FASB ASC 740-10-25 which establishes recognition requirements for the accounting for income taxes. There were no unrecognized tax benefits as of March 31, 2014. The section prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.  The Company is subject to income tax examinations by major taxing authorities since inception.
Recently issued accounting pronouncements	'
	Recently issued accounting pronouncements
	The Company does not believe that the adoption of any new recently issued accounting standards will have a material impact on its unaudited condensed consolidated financial position and results of operations.

DESCRIPTION_OF_ORGANIZATION_AN1

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Detail Textuals) (USD $)	0 Months Ended		1 Months Ended	0 Months Ended		1 Months Ended	3 Months Ended
	Sep. 10, 2012	Sep. 13, 2012	Jan. 25, 2011	Dec. 12, 2010	Dec. 15, 2010	Jan. 25, 2011	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
			Stock_Warrant		Warrant	Stock_Warrant
					Stock_Warrant
Description Of Organization and Business Operations [Line Items]	'	'	'	'	'	'	'	'	'	'
Number of units sold	'	'	'	'	2,200,000	2,295,500	'	'	'	'
Number of units sold pursuant to over allotment option	'	'	95,500	'	'	'	'	'	'	'
Number of common shares included in each unit	'	'	'	'	1	1	'	'	'	'
Number of warrants included in each unit	'	'	'	'	1	1	'	'	'	'
Warrants to purchase common stock	'	'	1	'	1	1	'	'	'	'
Exercise price of warrants	'	'	11	0.75	'	11	'	'	'	'
Number of warrants issued through private placement	'	'	'	2,000,000	'	'	'	'	'	'
Proceeds from IPO, over allotment option and private placement of warrants	'	'	'	'	'	'	$23,374,786	'	'	'
Restricted cash equivalents held in trust account	23,374,786	'	'	'	'	'	'	'	'	'
Price per share of ordinary share	$10.18	'	'	'	'	'	'	'	'	'
Cash	'	'	'	'	'	'	251	997	1,412	1,502
Current liabilities	'	'	'	'	'	'	269,520	241,168	'	'
Working capital deficit	'	'	'	'	'	'	-269,269	'	'	'
Conversion basis	'	'one-for-one	'	'	'	'	'	'	'	'
Agreement and Plan Of Reorganization	'	'	'	'	'	'	'	'	'	'
Description Of Organization and Business Operations [Line Items]	'	'	'	'	'	'	'	'	'	'
Number of shares offered to purchase by FlatWorld	'	'	'	'	'	'	825,000	'	'	'
Price per share of ordinary share	'	'	'	'	'	'	$10.18	'	'	'
Purchase price of shares	'	'	'	'	'	'	$8,398,500	'	'	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (USD $)	Mar. 31, 2014
Accounting Policies [Abstract]	'
Cash FDIC insured amount	$250,000

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $)	0 Months Ended		3 Months Ended
	Dec. 09, 2010	Mar. 31, 2014	Mar. 31, 2014
	Officer		FWC Management Services Ltd
			Administrative Services Agreement
Related Party Transaction [Line Items]	'	'	'
Due to affiliates	'	$184,270	'
Monthly administrative service fee	7,500	'	'
Number of personnel control entity	2	'	'
Amount incurred for service agreement	'	'	292,500
Payment made for service agreement	'	'	150,000
Amount payable for service agreement	'	$142,500	$142,500

COMMITMENTS_Detail_Textuals

COMMITMENTS (Detail Textuals) (USD $)	1 Months Ended		3 Months Ended	12 Months Ended
	Aug. 29, 2012	Jan. 25, 2011	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
		Stock_Warrant	Stock_Warrant
Commitments and Contingencies Disclosure [Abstract]	'	'	'	'	'
Number of days grated to underwriter for option to purchase	'	'	'45 days	'	'
Option to purchase additional units to cover over allotment	'	'	330,000	'	'
Number of units sold pursuant to over allotment option	'	95,500	'	'	'
Outstanding legal fees	$616,913	'	'	'	$25,000
Deferred legal fees classified as accounts payable	50,000	'	'	'	'
Legal fees incurred in connection with the cancelled merger with an entity	566,913	'	'	'	'
Gain on settlement of legal fees	'	'	'	'	25,000
Vendor invoices for professional services	'	'	60,250	'	'
Amount outstanding for settlement of vendor bills	'	'	'	15,434	'
Gain on settlement of liability	'	'	'	14,772	'
Amount paid for vendor bills	'	'	'	$662	'

WARRANTS_AND_OPTIONS_Detail_Te

WARRANTS AND OPTIONS (Detail Textuals) (USD $)	1 Months Ended	3 Months Ended
	Jan. 25, 2011	Mar. 31, 2014
		Stock_Warrant
Warrants and Options [Abstract]	'	'
Unit purchase option to representative of underwriters in the IPO	'	$100
Number of units offered to representative of underwriters	'	88,000
Percentage of total number of units sold in the IPO	'	4.00%
Unit price per share	10	12.5
Fair value of unit purchase option granted	'	2.59
Option pricing model used	'	'Black-Scholes option-pricing model
Risk-free interest rate assumption for fair value	'	35.00%
Expected volatility assumption for fair value	'	1.78%
Expected life assumption for fair value	'	'5 years
Units remains outstanding to purchase	'	88,000

CAPITAL_STOCK_Detail_Textuals

CAPITAL STOCK (Detail Textuals)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
	Class
Equity [Abstract]	'	'
Preferred shares, shares authorized	5,000,000	5,000,000
Classes of preferred shares	5	'
Number of preferred shares comprised in each class	1,000,000	'
Ordinary shares, shares authorized	'Unlimited	'Unlimited
Ordinary shares, shares issued	2,869,375	2,869,375
Ordinary shares, shares outstanding	2,869,375	2,869,375

CAPITAL_STOCK_Detail_Textuals_

CAPITAL STOCK (Detail Textuals 1)	0 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended		3 Months Ended
	Sep. 13, 2012	Jan. 25, 2011	Dec. 15, 2010	Jan. 25, 2011	Jan. 25, 2011	Mar. 31, 2014
		Stock_Warrant	Warrant	Stock_Warrant	Warrant
			Stock_Warrant
Equity [Abstract]	'	'	'	'	'	'
Number of units sold	'	'	2,200,000	2,295,500	2,295,500	'
Number of units sold pursuant to over allotment option	'	95,500	'	'	'	'
Unit price per share	'	'	'	10	10	12.5
Number of common shares included in each unit	'	'	1	1	1	'
Number of warrants included in each unit	'	'	1	1	1	'
Warrants to purchase common stock	'	1	1	1	1	'
Conversion basis	'one-for-one	'	'	'	'	'

RESTRICTED_CASH_EQUIVALENTS_HE1

RESTRICTED CASH EQUIVALENTS HELD IN TRUST ACCOUNT (Detail Textuals) (USD $)	0 Months Ended	3 Months Ended
	Sep. 10, 2012	Mar. 31, 2014
Restricted Cash and Investments [Abstract]	'	'
Net estimated IPO proceeds deposited in interest-bearing trust account	'	$23,374,786
Deferred underwriting fee	'	860,813
Restricted cash equivalents held in trust account	$23,374,786	'
Per share distribution of trust account	$10.18	'