ZAIS (ZAIS) 10-Q 14 Nov 13 2013 Q3 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 14, 2013	Nov. 14, 2013
		Common Class A [Member]	Common Class B [Member]
Document Information [Line Items]	'	'	'
Entity Registrant Name	'HF2 FINANCIAL MANAGEMENT INC.	'	'
Entity Central Index Key	'0001562214	'	'
Current Fiscal Year End Date	'--12-31	'	'
Entity Filer Category	'Non-accelerated Filer	'	'
Trading Symbol	'HTWO	'	'
Entity Common Stock, Shares Outstanding	'	23,592,150	20,000,000
Document Type	'10-Q	'	'
Amendment Flag	'false	'	'
Document Period End Date	30-Sep-13	'	'
Document Fiscal Period Focus	'Q3	'	'
Document Fiscal Year Focus	'2013	'	'

CONDENSED_BALANCE_SHEETS

CONDENSED BALANCE SHEETS (USD $)	Sep. 30, 2013	Dec. 31, 2012
ASSETS	'	'
Cash	$684,313	$98,990
Prepaid expenses	135,340	0
Total current assets	819,653	98,990
Cash and investments held in Trust Account	184,843,547	0
Deferred offering costs	0	324,237
Other non-current assets	0	0
Total assets	185,663,200	423,227
LIABILITIES AND STOCKHOLDERS' EQUITY	'	'
Accrued offering expenses	0	248,207
Accrued operating expenses (including amounts due to related parties of $9,903 at September 30, 2013)	16,903	500
Accrued franchise taxes	135,000	0
Notes payable to stockholders	0	150,000
Total current liabilities	151,903	398,707
Deferred commissions	101,460	0
Total liabilities	253,363	398,707
Commitments and contingencies	'	'
Common Stock, subject to possible conversion, 0 and 16,511,603 shares at conversion value, respectively	173,371,832	0
Stockholders' equity	'	'
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	12,413,095	24,575
Deficit accumulated during the development stage	-375,818	-500
Total Stockholders' Equity	12,038,005	24,520
Total Liabilities and Stockholders' Equity	185,663,200	423,227
Common Class A [Member]	'	'
Stockholders' equity	'	'
Common Stock Value	708	425
Common Class B [Member]	'	'
Stockholders' equity	'	'
Common Stock Value	$20	$20

CONDENSED_BALANCE_SHEETS_Paren

CONDENSED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Accrued operating expenses, due to related parties, current	$9,903	'
Common stock shares subject to possible conversion	16,511,603	0
Preferred stock, par or stated value per share (in dollars per share)	$0.00	$0.00
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]	'	'
Common stock, par or stated value per share (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares, issued	7,080,547	4,255,000
Common Stock, Shares, Outstanding	7,080,547	4,255,000
Common Class B [Member]	'	'
Common stock, par or stated value per share (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares, issued	20,000,000	20,000,000
Common Stock, Shares, Outstanding	20,000,000	20,000,000

CONDENSED_STATEMENTS_OF_OPERAT

CONDENSED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
Operating Expenses	'	'	'
Professional fees	$49,623	$114,824	$115,324
Franchise taxes	45,000	135,603	135,603
Insurance	30,000	63,226	63,226
Administrative expense	30,000	63,226	63,226
Travel and entertainment	6,102	35,515	35,515
Other	31,043	58,971	58,971
Loss from operations	-191,768	-471,365	-471,865
Interest income	38,663	96,047	96,047
Net loss	($153,105)	($375,318)	($375,818)
Weighted average number of shares outstanding (in shares)	23,592,150	17,541,302	13,583,547
Net loss per share, basic and diluted (in dollars per share)	($0.01)	($0.02)	($0.03)

CONDENSED_STATEMENT_OF_STOCKHO

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance at Oct. 04, 2012	'	'	'	'	'
Balance (in shares) at Oct. 04, 2012	'	'	'	'	'
Issuance of Class B Common Stock to initial stockholder on December 3, 2012 at $0.000001 per share	20	0	20	0	0
Issuance of Class B Common Stock to initial stockholder on December 3, 2012 at $0.000001 per share (in shares)	'	0	20,000,000	'	'
Issuance of Class A Common Stock to initial stockholders on December 5, 2012 at $0.005875 per share	25,000	425	0	24,575	0
Issuance of Class A Common Stock to initial stockholders on December 5, 2012 at $0.005875 per share (in shares)	'	4,255,000	0	'	'
Net loss for the period	-500	'	'	'	-500
Balance at Dec. 31, 2012	24,520	425	20	24,575	-500
Balance (in shares) at Dec. 31, 2012	'	4,255,000	20,000,000	'	'
Issuance of Class A Common Stock to initial stockholders on February 26, 2013 at $0.005875 per share	8,605	147	0	8,458	0
Issuance of Class A Common Stock to initial stockholders on February 26, 2013 at $0.005875 per share (in shares)	'	1,464,457	0	'	'
Repurchase of Class A Common Stock from initial stockholders on February 26, 2013 at $0.005875 per share	-7,760	-132	0	-7,628	0
Repurchase of Class A Common Stock from initial stockholders on February 26, 2013 at $0.005875 per share (in shares)	'	-1,320,707	0	'	'
Issuance of Class A Common Stock to initial stockholders on March 27, 2013 at $10.00 per share, net of commissions	13,910,939	142	0	13,910,797	0
Issuance of Class A Common Stock to initial stockholders on March 27, 2013 at $10.00 per share, net of commissions (in shares)	'	1,414,875	0	'	'
Issuance of Class A Common Stock to public stockholders on March 27, 2013 at $10.00 per share, net of underwriting discount and offering expenses	147,763,000	1,530	0	147,761,470	0
Issuance of Class A Common Stock to public stockholders on March 27, 2013 at $10.00 per share, net of underwriting discount and offering expenses (in shares)	'	15,300,000	0	'	'
Issuance of Class A Common Stock to initial stockholders on April 1, 2013 at $10.00 per share, net of commissions	1,801,401	19	0	1,801,382	0
Issuance of Class A Common Stock to initial stockholders on April 1, 2013 at $10.00 per share, net of commissions (in shares)	'	183,525	0	'	'
Issuance of Class A Common Stock to public stockholders on April 1, 2013 at $10.00 per share, net of underwriting discount	22,284,450	230	0	22,284,220	0
Issuance of Class A Common Stock to public stockholders on April 1, 2013 at $10.00 per share, net of underwriting discount (in shares)	'	2,295,000	0	'	'
Proceeds subject to possible conversion of 16,511,603 shares	-173,371,832	-1,653	0	-173,370,179	0
Net loss for the period	-375,318	'	'	'	-375,318
Balance at Sep. 30, 2013	$12,038,005	$708	$20	$12,413,095	($375,818)
Balance (in shares) at Sep. 30, 2013	'	23,592,150	20,000,000	'	'

CONDENSED_STATEMENT_OF_STOCKHO1

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $)	3 Months Ended	9 Months Ended
	Dec. 31, 2012	Sep. 30, 2013
Common Stock, Shares, Subject To Possible Conversion (in shares)	0	16,511,603
Common Class B [Member]	'	'
Issuance of Class B Common Stock to initial stockholder on December 3, 2012, per share value	$0.00	'
Common Class A [Member]	'	'
Issuance of Class A Common Stock to initial stockholders on December 5, 2012, per share value	$0.01	'
Issuance of Class A Common Stock to initial stockholders on February 26, 2013, per share value	'	$0.01
Repurchase of Class A Common Stock from initial stockholders on February 26, 2013, per share value	'	$0.01
Issuance of Class A Common Stock to initial stockholders on March 27, 2013, per share value	'	$10
Issuance of Class A Common Stock to public stockholders on March 27, 2013, per share value	'	$10
Issuance of Class A Common Stock to initial stockholders on April 1, 2013, per share value	'	$10
Issuance of Class A Common Stock to public stockholders on April 1, 2013, per share value	'	$10

CONDENSED_STATEMENTS_OF_CASH_F

CONDENSED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
Cash flows from operating activities	'	'	'
Net loss	($153,105)	($375,318)	($375,818)
Adjustments to reconcile net loss to net cash used in operating activities	'	'	'
(Increase) / decrease in prepaid expenses	17,882	-135,340	-135,340
(Increase) in fair value of Trust Account	-38,663	-96,047	-96,047
Decrease in other non-current assets	26,774	0	0
Increase / (decrease) in accrued operating expenses	-34,459	16,403	16,903
Increase in accrued franchise taxes	45,000	135,000	135,000
Net cash used in operating activities	-136,571	-455,302	-455,302
Cash flows from investing activities	'	'	'
Cash deposited in Trust Account	0	-184,747,500	-184,747,500
Net cash used in investing activities	0	-184,747,500	-184,747,500
Cash flows from financing activities	'	'	'
Proceeds from notes payable	0	50,000	200,000
Repayment of notes payable	0	-200,000	-200,000
Payment of commissions	0	-170,200	-170,200
Payment of costs of public offering	-158,578	-5,826,520	-5,902,550
Net cash provided by financing activities	-158,578	185,788,125	185,887,115
Net increase / (decrease) in cash	-295,149	585,323	684,313
Balance of cash at beginning of period	979,462	98,990	0
Balance of cash at end of period	684,313	684,313	684,313
Supplemental schedule of non-cash financing activities	'	'	'
Accrual of costs of public offering	0	0	0
Accrual of deferred commissions	0	101,460	101,460
Common Class A [Member]	'	'	'
Cash flows from financing activities	'	'	'
Proceeds from issuance of Common Stock	0	191,942,605	191,967,605
Cost of repurchases of Common Stock	0	-7,760	-7,760
Common Class B [Member]	'	'	'
Cash flows from financing activities	'	'	'
Proceeds from issuance of Common Stock	$0	$0	$20

Organization_and_Plan_of_Busin

Organization and Plan of Business Operations	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	'
	Note 1 — Organization and Plan of Business Operations
	HF2 Financial Management Inc. (formerly H2 Financial Management Inc.) (a company in the development stage) (the “Company”) is a Delaware corporation formed on October 5, 2012 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”).
	The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013. For further information, refer to the financial statements and footnotes thereto for the period from October 5, 2012 (inception) through March 27, 2013 included in the Company’s Form 8-K, filed with Securities and Exchange Commission on April 2, 2013.
	On February 13, 2013, the Company changed its name from H2 Financial Management Inc. to HF2 Financial Management Inc. to avoid any potential confusion with other entities using similar versions of the “H2” name in their respective businesses.
	All activity from October 5, 2012 (inception) through September 30, 2013 relates to the Company’s formation, initial public offering (described below) and the identification and investigation of prospective target businesses with which to consummate a Business Combination. The Company has selected December 31 as its fiscal year end.
	The Company is considered to be a development stage company and, as such, the Company’s financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) topic 915 “Development Stage Entities.” The Company is subject to all of the risks associated with development stage companies.
	The registration statement for the Company’s initial public offering was declared effective on March 21, 2013. On March 27, 2013, the Company consummated its initial public offering (the “Public Offering”) through the sale of 15,300,000 shares (the “Public Shares”) of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) at $10.00 per share and received proceeds, net of the underwriters’ discount and offering expenses, of $147,763,000. Simultaneously with the consummation of the Public Offering, the Company sold 1,414,875 shares of Class A Common Stock (the “Sponsors’ Shares”) to the Company’s initial stockholders (collectively, the “Sponsors”) at $10.00 per share in a private placement (the “Private Placement”) and raised $13,910,939, net of commissions.
	In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to an additional 2,295,000 Public Shares to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 Public Shares. The Company closed the sale of the Public Shares pursuant to the exercise of the over-allotment option on April 1, 2013 and received proceeds, net of the underwriters’ discount, of $22,284,450. Simultaneously with the closing of the sale of the Public Shares pursuant to the exercise of the over-allotment option, the Company raised an additional $1,801,401, net of commissions, through the sale of an additional 183,525 Sponsors’ Shares to the Sponsors in a private placement to maintain in the Trust Account an amount equal to $10.50 per Public Share sold. See Note 3 – Public Offering and Private Placement.
	The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. However, there is no assurance that the Company will be able to effect a Business Combination successfully. Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in a trust account (the “Trust Account”). Substantially all of the proceeds held in the Trust Account have been and will continue to be invested in United States government treasury bills having a maturity of 180 days or less and/or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. Two of the Company’s officers and its Chairman have agreed to be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its income, franchise and other tax obligations and to pay for its working capital requirements in connection with searching for a Business Combination.
	The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”). Pursuant to the Nasdaq listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for its Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance.
	The Company will seek stockholder approval of any Business Combination at a meeting called for such purpose at which Public Stockholders (as defined below) may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and interest income). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and a majority of the outstanding shares of the Company voted are voted in favor of the Business Combination. Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors have agreed (1) to vote any of their respective Founders’ Shares (as defined below), Sponsors Shares and any Public Shares they acquired in the proposed public offering or may acquire in the aftermarket in favor of the Business Combination and (2) not to convert any of their respective Founders’ Shares and Sponsors Shares.
	The Company’s amended and restated Certificate of Incorporation provides that the Company will continue in existence only until September 21, 2014 (or March 21, 2015 if the Company has executed a letter of intent, agreement in principle or a definitive agreement for a Business Combination before September 21, 2014 but the Business Combination has not been completed by September 21, 2014). If the Company has not completed a Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares held by the public stockholders of the Company (“Public Stockholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of franchise taxes and income taxes payable with respect to interest earned on the Trust Account, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (except for the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially $10.50 per share, plus any pro rata interest earned on the Trust Account not previously released to the Company).

Significant_Accounting_Policie

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Significant Accounting Policies [Text Block]	'
	Note 2 — Significant Accounting Policies
	Cash and Cash Equivalents
	The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions.
	Concentration of Credit Risk
	The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit.
	Fair Value of Financial Instruments
	The Company carries its investments at fair value based on quoted market prices, a Level 1 input, which is defined by Accounting Standards Codification (ASC) “Fair Value Measurements and Disclosures” as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
	The Company’s investments in U.S. treasury bills are considered trading securities. The increase in fair value subsequent to the purchase of these securities, amounting to $38,663 and $96,047 for the three and nine months ended September 30, 2013, respectively, is recorded as interest income in the accompanying unaudited condensed statements of operations.
	Net Loss per Share
	Net Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company does not have any dilutive securities outstanding. As such, basic net loss per share equals dilutive net loss per share for the period. Shares of the Company’s Class B Common Stock have no economic rights, other than the right to be redeemed at par value upon liquidation. As such shares of Class B Common Stock are not considered participating securities and therefore not included in the calculation of net loss per share.
	Common Stock, Subject to Possible Conversion
	The Company accounts for its shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Under such standard, shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Under ASC 480, conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2013, the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
	Use of Estimates
	The preparation of financial statements in conformity with US GAAP 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 expenses during the reporting period. Actual results could differ from those estimates.
	Income Taxes
	The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
	The Company has recorded deferred tax assets relating to expenses deferred for income tax purposes at December 31, 2012 and September 30, 2013 amounting to $190 and $142,847, respectively, as well as offsetting full valuation allowances, as the Company is not currently generating income that will allow this asset to be realized. The table below sets forth the Company’s deferred tax assets.
		December 31, 2012			September
					30, 2013
	Total deferred tax assets	$	-190		$	-142,847
	Less: valuation allowance		190			142,847
	Net deferred tax assets	$	—		$	—
	The Company’s effective tax rate differs from the statutory rate primarily due to the increase in the Company’s valuation allowance. The table set forth below provides a reconciliation of the Company’s statutory tax rate to its effective tax rate.
		For the three				For the nine		For the period
		months ended				months ended		from October 5,
		September 30, 2013				September 30, 2013		2012
								(Inception) to
								September 30, 2013
	Statutory federal tax rate		35	%		35	%	35	%
	State tax, net of federal benefit		3	%		3	%	3	%
	Increase in valuation allowance		-38	%		-38	%	-38	%
	Effective tax rate		0	%		0	%	0	%
	ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 5, 2012, the evaluation was performed for the tax year ended December 31, 2012, which is the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position.
	The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from October 5, 2012 (inception) through September 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.
	Recent Accounting Pronouncements
	Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Public_Offering_and_Private_Pl

Public Offering and Private Placement	9 Months Ended
	Sep. 30, 2013
Public Offering and Private Placement Disclosure [Abstract]	'
Public Offering and Private Placement Disclosure [Text Block]	'
	Note 3 — Public Offering and Private Placement
	On March 27, 2013, the Company sold 15,300,000 shares of Class A Common Stock at an offering price of $10.00 per share generating gross proceeds of $153,000,000 in the Public Offering. Simultaneously with the consummation of the Public Offering, the Company consummated the Private Placement with the sale of 1,414,875 Sponsors’ Shares to its initial stockholders at a price of $10.00 per share, generating total proceeds of $14,148,750. The Sponsors’ Shares are identical to the shares of Class A Common Stock sold in the Public Offering, except that the Sponsors have agreed to vote the Sponsors’ Shares in favor of any proposed Business Combination, and not to convert any Sponsors’ Shares in connection with a stockholder vote to approve a proposed Business Combination. In the event of a liquidation prior to a Business Combination, the Sponsors have agreed that the Sponsors’ Shares will not participate in liquidating distributions. Additionally, the Sponsors have agreed not to transfer, assign or sell any of the Sponsors’ Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.
	In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to an additional 2,295,000 Public Shares to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 Public Shares. The Company closed the sale of the Public Shares pursuant to the exercise of the over-allotment option on April 1, 2013 generating gross proceeds of $22,950,000 at an offering price of $10.00 per share. Simultaneously with the closing of the sale of the Public Shares pursuant to the exercise of the over-allotment option, the Company raised an additional $1,835,250 of gross proceeds through the sale of an additional 183,525 Sponsors’ Shares to its initial stockholders at a price of $10.00 per share in a private placement.
	Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in the Trust Account.
	The Company entered into an agreement with the underwriters of the Public Offering (“Underwriting Agreement”) after the registration statement for the Company’s initial public offering was declared effective on March 21, 2013. Pursuant to the Underwriting Agreement, the Company paid 2.9% of the gross proceeds of the Public Offering, including the over-allotment option, or $5,102,550, as an underwriting discount.
	The Company also paid EarlyBirdCapital, Inc. commissions of $170,200 upon the sales of the Sponsors’ Shares and has agreed to pay deferred commissions of $101,460 upon the closing of the Company’s initial Business Combination. At its option, the Company may pay the deferred commissions in cash or in shares of the Company’s Class A Common Stock based on a price of $10.50 per share (“Deferred Commission Shares”).
	The Company has also engaged EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P. as advisors and investment bankers in connection with a Business Combination, and will pay such firms an aggregate cash advisory fee of 4.0% of the gross proceeds of the Public Offering if the Company consummates a Business Combination.
	The Sponsors are entitled to registration rights with respect to the Founders’ Shares and the Sponsors’ Shares, EarlyBirdCapital, Inc. will be entitled to registration rights with respect to the Deferred Commission Shares and the Sponsors and the Company’s officers, directors and Advisory Board members will be entitled to registration rights with respect to any shares they may be issued in payment of working capital loans made to the Company, pursuant to a registration rights agreement. The holders of the majority of the Founders’ Shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Sponsors’ Shares or shares issued in payment of working capital loans made to the Company or holders of Deferred Commission Shares are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Sponsors, the holders of shares issued in payment of working capital loans made to the Company and the holders of Deferred Commission Shares have certain “piggyback” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

Trust_Account

Trust Account	9 Months Ended
	Sep. 30, 2013
Trust Account [Abstract]	'
Trust Account [Text Block]	'
	Note 4 — Trust Account
	Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in the Trust Account. Substantially all of the proceeds held in the Trust Account have been and will continue to be invested in United States government treasury bills having a maturity of 180 days or less and/or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time.
	As of September 30, 2013, cash and investment securities held in the Trust Account consisted of the following:
		Maturity	Fair Value
	U.S. Treasury Bill	3-Oct-13	$	92,420,000
	U.S. Treasury Bill	23-Jan-14		92,421,151
	Cash and cash equivalents	NA		2,396
	Total		$	184,843,547

Notes_Payable_to_Stockholders_

Notes Payable to Stockholders - Related Party	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Related Party Notes Payable Disclosure [Text Block]	'
	Note 5 — Notes Payable to Stockholders — Related Party
	On November 30, 2012, the Company issued unsecured promissory notes to some of its initial stockholders in an aggregate principal amount of $150,000. On March 21, 2013, the Company issued an additional unsecured promissory note to one of its initial stockholders in the principal amount of $50,000. All of the notes were non-interest bearing and payable on the earliest to occur of (i) November 29, 2013, (ii) the consummation of the Public Offering or (iii) the date on which the Company determined not to proceed with the Public Offering. The notes were repaid immediately following the consummation of the Public Offering from the net proceeds of such Public Offering.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]	'
Commitments Disclosure [Text Block]	'
	Note 6 — Commitments
	The Company receives general and administrative services including office space, utilities and secretarial support from Berkshire Capital Securities LLC, an affiliate of two of the Company’s officers and its Chairman. The Company has agreed to pay Berkshire Capital a monthly fee of $10,000 for such services beginning March 21, 2013, the effective date of the registration statement for the Public Offering. This arrangement will terminate upon completion of the Company’s Business Combination or the distribution of the Trust Account to the Public Stockholders.
	For the three and nine months ended September 30, 2013, the Company incurred expenses of $30,000 and $63,226, respectively, related to this arrangement. The expense is reflected in the Unaudited Condensed Statements of Operations as Administrative expense.

Stockholder_Equity

Stockholder Equity	9 Months Ended
	Sep. 30, 2013
Stockholders' Equity Note [Abstract]	'
Stockholders' Equity Note Disclosure [Text Block]	'
	Note 7 — Stockholder Equity
	Preferred Stock
	The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors.
	As of September 30, 2013, there are no shares of preferred stock issued or outstanding.
	Class A Common Stock
	The Company is authorized to issue 180,000,000 shares of Class A Common Stock with a par value of $0.0001 per share.
	In connection with the organization of the Company, on December 5, 2012, a total of 4,255,000 shares of the Company’s Class A Common Stock were sold to certain of the Sponsors at a price of approximately $0.005875 per share for an aggregate of $25,000 (the “Founders’ Shares”). On February 26, 2013, the Company repurchased 1,320,707 Founders’ Shares from certain of the Sponsors at the original sale price of approximately $0.005875 per share for an aggregate of $7,760. On the same date, the Company also sold 1,464,457 Founders’ Shares to certain existing and new Sponsors at the same price of approximately $0.005875 per share for an aggregate of $8,605.
	The Founders’ Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Such shares will be released from escrow on the first anniversary of the closing date of the Business Combination. Subject to certain limited exceptions, these shares will not be transferable during the escrow period.
	As of September  30, 2013, 7,080,547 shares of Class A Common Stock were issued and outstanding, excluding 16,511,603 shares of Class A Common Stock subject to possible conversion.
	Class B Common Stock
	The Company is authorized to issue 20,000,000 shares of Class B Common Stock with a par value of $0.000001 per share.
	In connection with the organization of the Company, on December 3, 2012, a total of 20,000,000 shares of the Company’s Class B Common Stock were sold to R. Bruce Cameron, the Company’s Chairman, at a price of approximately $0.000001 per share for an aggregate of $20. Shares of Class B Common Stock are entitled to ten votes per share and vote with the holders of Class A Common Stock, as a single class, on all matters presented to holders of the Company’s common stock for a vote. Shares of Class B Common Stock have no economic rights (other than the right to be redeemed at par value upon liquidation). Prior to the Company’s Business Combination and in connection with any vote on the Business Combination, the shares of Class B Common Stock will be voted on all matters presented to holders of the Company’s common stock for a vote in proportion to the vote of the holders of the Class A Common Stock. As a result, prior to the consummation of the Business Combination, holders of a majority of the shares of Class A Common Stock will control the vote on any matter submitted to stockholders for a vote. If the shares of Class B Common Stock remain outstanding following the consummation of the Business Combination, the holders of the Class B Common Stock will be entitled to vote the shares of Class B Common Stock in their own discretion.

Significant_Accounting_Policie1

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Cash and Cash Equivalents, Policy [Policy Text Block]	'
	Cash and Cash Equivalents
	The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	'
	Concentration of Credit Risk
	The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit.
Fair Value of Financial Instruments, Policy [Policy Text Block]	'
	Fair Value of Financial Instruments
	The Company carries its investments at fair value based on quoted market prices, a Level 1 input, which is defined by Accounting Standards Codification (ASC) “Fair Value Measurements and Disclosures” as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
	The Company’s investments in U.S. treasury bills are considered trading securities. The increase in fair value subsequent to the purchase of these securities, amounting to $38,663 and $96,047 for the three and nine months ended September 30, 2013, respectively, is recorded as interest income in the accompanying unaudited condensed statements of operations.
Earnings Per Share, Policy [Policy Text Block]	'
	Net Loss per Share
	Net Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company does not have any dilutive securities outstanding. As such, basic net loss per share equals dilutive net loss per share for the period. Shares of the Company’s Class B Common Stock have no economic rights, other than the right to be redeemed at par value upon liquidation. As such shares of Class B Common Stock are not considered participating securities and therefore not included in the calculation of net loss per share.
Stockholders' Equity, Policy [Policy Text Block]	'
	Common Stock, Subject to Possible Conversion
	The Company accounts for its shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Under such standard, shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Under ASC 480, conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2013, the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Use of Estimates, Policy [Policy Text Block]	'
	Use of Estimates
	The preparation of financial statements in conformity with US GAAP 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 expenses during the reporting period. Actual results could differ from those estimates.
Income Tax, Policy [Policy Text Block]	'
	Income Taxes
	The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
	The Company has recorded deferred tax assets relating to expenses deferred for income tax purposes at December 31, 2012 and September 30, 2013 amounting to $190 and $142,847, respectively, as well as offsetting full valuation allowances, as the Company is not currently generating income that will allow this asset to be realized. The table below sets forth the Company’s deferred tax assets.
		December 31, 2012			September
					30, 2013
	Total deferred tax assets	$	-190		$	-142,847
	Less: valuation allowance		190			142,847
	Net deferred tax assets	$	—		$	—
	The Company’s effective tax rate differs from the statutory rate primarily due to the increase in the Company’s valuation allowance. The table set forth below provides a reconciliation of the Company’s statutory tax rate to its effective tax rate.
		For the three				For the nine		For the period
		months ended				months ended		from October 5,
		September 30, 2013				September 30, 2013		2012
								(Inception) to
								September 30, 2013
	Statutory federal tax rate		35	%		35	%	35	%
	State tax, net of federal benefit		3	%		3	%	3	%
	Increase in valuation allowance		-38	%		-38	%	-38	%
	Effective tax rate		0	%		0	%	0	%
	ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 5, 2012, the evaluation was performed for the tax year ended December 31, 2012, which is the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position.
	The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from October 5, 2012 (inception) through September 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.
New Accounting Pronouncements, Policy [Policy Text Block]	'
	Recent Accounting Pronouncements
	Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Significant_Accounting_Policie2

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	'
	The table below sets forth the Company’s deferred tax assets.
		December 31, 2012			September
					30, 2013
	Total deferred tax assets	$	-190		$	-142,847
	Less: valuation allowance		190			142,847
	Net deferred tax assets	$	—		$	—
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]	'
	The table set forth below provides a reconciliation of the Company’s statutory tax rate to its effective tax rate.
		For the three				For the nine		For the period
		months ended				months ended		from October 5,
		September 30, 2013				September 30, 2013		2012
								(Inception) to
								September 30, 2013
	Statutory federal tax rate		35	%		35	%	35	%
	State tax, net of federal benefit		3	%		3	%	3	%
	Increase in valuation allowance		-38	%		-38	%	-38	%
	Effective tax rate		0	%		0	%	0	%

Trust_Account_Tables

Trust Account (Tables)	9 Months Ended
	Sep. 30, 2013
Trust Account [Abstract]	'
Cash And Investments Held In Trust Account [Table Text Block]	'
	As of September 30, 2013, cash and investment securities held in the Trust Account consisted of the following:
		Maturity	Fair Value
	U.S. Treasury Bill	3-Oct-13	$	92,420,000
	U.S. Treasury Bill	23-Jan-14		92,421,151
	Cash and cash equivalents	NA		2,396
	Total		$	184,843,547

Organization_and_Plan_of_Busin1

Organization and Plan of Business Operations (Details Textual) (USD $)	3 Months Ended	9 Months Ended
	Dec. 31, 2012	Sep. 30, 2013
Conversion Price Per Public Share	'	$10.50
Assets Held In Trust Percentage Of Fair Value Minimum	'	80.00%
Business Acquisition Minimum Tangible Assets For Business Acquisition	'	$5,000,001
Business Combination Percentage Of Redeemable Shares	'	100.00%
Restriction On Conversion Rights Of Shares Percentage	'	20.00%
Amount Deposited In Trust Account	'	184,747,500
Common Class A [Member]	'	'
Stock Issued During Period, Shares, New Issues	4,255,000	1,464,457
Common Stock, Par or Stated Value Per Share	$0.00	$0.00
Common Stock Issue Or Repurchase Price Per Share	$0.01	'
IPO [Member] | Common Class A [Member] | Common Stock Issue Five [Member]	'	'
Stock Issued During Period, Shares, New Issues	'	15,300,000
Common Stock, Par or Stated Value Per Share	'	$0.00
Common Stock Issue Or Repurchase Price Per Share	'	$10
Proceeds From Issuance Initial Public Offering Net	'	147,763,000
IPO [Member] | Common Class A [Member] | Common Stock Issue Seven [Member]	'	'
Stock Issued During Period, Shares, New Issues	'	2,295,000
Common Stock Issue Or Repurchase Price Per Share	'	$10
Proceeds From Issuance Initial Public Offering Net	'	22,284,450
Private Placement [Member] | Common Class A [Member] | Common Stock Issue Four [Member]	'	'
Stock Issued During Period, Shares, New Issues	'	1,414,875
Common Stock Issue Or Repurchase Price Per Share	'	$10
Proceeds From Issuance Of Private Placement Net	'	13,910,939
Private Placement [Member] | Common Class A [Member] | Common Stock Issue Six [Member]	'	'
Stock Issued During Period, Shares, New Issues	'	183,525
Common Stock Issue Or Repurchase Price Per Share	'	$10
Proceeds From Issuance Of Private Placement Net	'	$1,801,401

Significant_Accounting_Policie3

Significant Accounting Policies (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Total deferred tax assets	($142,847)	($190)
Less: valuation allowance	142,847	190
Net deferred tax assets	$0	$0

Significant_Accounting_Policie4

Significant Accounting Policies (Details 1)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
Statutory federal tax rate	35.00%	35.00%	35.00%
State tax, net of federal benefit	3.00%	3.00%	3.00%
Increase in valuation allowance	-38.00%	-38.00%	-38.00%
Effective tax rate	0.00%	0.00%	0.00%

Significant_Accounting_Policie5

Significant Accounting Policies (Details Textual) (USD $)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
Investment Income, Interest	$38,663	$96,047	$96,047

Public_Offering_and_Private_Pl1

Public Offering and Private Placement (Details Textual) (USD $)	3 Months Ended	9 Months Ended	12 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
					Common Class A [Member]	Common Class A [Member]	IPO [Member]	IPO [Member]	Private Placement [Member]	Private Placement [Member]
							Common Class A [Member]	Common Class A [Member]	Common Class A [Member]	Common Class A [Member]
							Common Stock Issue Five [Member]	Common Stock Issue Seven [Member]	Common Stock Issue Four [Member]	Common Stock Issue Six [Member]
Stock Issued During Period, Shares, New Issues	'	'	'	'	4,255,000	1,464,457	15,300,000	2,295,000	1,414,875	183,525
Common Stock Issue Or Repurchase Price Per Share	'	'	'	'	$0.01	'	$10	$10	$10	$10
Proceeds From Issuance Initial Public Offering	'	'	'	'	'	'	$153,000,000	$22,950,000	'	'
Proceeds From Issuance Of Private Placement	'	'	'	'	'	'	'	'	14,148,750	1,835,250
Payments For Underwriting Discount Percentage	'	2.90%	'	'	'	'	'	'	'	'
Payments For Underwriting Discount Value	'	5,102,550	'	'	'	'	'	'	'	'
Payments For Advisory Fee Percentage	'	4.00%	'	'	'	'	'	'	'	'
Payments for Commissions	0	170,200	170,200	'	'	'	'	'	'	'
Deferred Commission Payable	101,460	101,460	101,460	0	'	'	'	'	'	'
Deferred Commission Share Price	$10.50	$10.50	$10.50	'	'	'	'	'	'	'
Amount Deposited In Trust Account	$184,747,500	$184,747,500	$184,747,500	'	'	'	'	'	'	'
Conversion Price Per Public Share	'	$10.50	'	'	'	'	'	'	'	'

Trust_Account_Details

Trust Account (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
			U.S. Treasury Bill One [Member]	U.S. Treasury Bill Two [Member]	Cash and Cash Equivalents [Member]
Assets Held-in-trust, Noncurrent	$184,843,547	$0	$92,420,000	$92,421,151	$2,396
Asset Held In Trust Maturity Date	'	'	3-Oct-13	23-Jan-14	'

Trust_Account_Details_Textual

Trust Account (Details Textual) (USD $)	9 Months Ended
	Sep. 30, 2013
Amount Deposited In Trust Account	$184,747,500
Conversion Price Per Public Share (in dollars per share)	$10.50

Notes_Payable_to_Stockholders_1

Notes Payable to Stockholders - Related Party (Details Textual) (USD $)	Mar. 21, 2013	Nov. 30, 2012
Notes Payable, Related Parties, Current	$50,000	$150,000

Commitments_Details_Textual

Commitments (Details Textual) (USD $)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
Administrative Fees Monthly Payments	'	$10,000	'
Administrative expense	$30,000	$63,226	$63,226

Stockholder_Equity_Details_Tex

Stockholder Equity (Details Textual) (USD $)	3 Months Ended	9 Months Ended
	Dec. 31, 2012	Sep. 30, 2013
Preferred Stock, Shares Authorized	2,000,000	2,000,000
Preferred Stock, Par or Stated Value Per Share	$0.00	$0.00
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding, Ending Balance	0	0
Stock Repurchased During Period, Value (in dollars)	'	$7,760
Common Stock Shares Subject To Possible Conversion	0	16,511,603
Common Class A [Member]	'	'
Common Stock, Shares Authorized	180,000,000	180,000,000
Common Stock, Par or Stated Value Per Share	$0.00	$0.00
Stock Issued During Period, Shares, New Issues	4,255,000	1,464,457
Common Stock Issue Or Repurchase Price Per Share	$0.01	'
Stock Issued During Period, Value, New Issues (in dollars)	25,000	8,605
Stock Repurchased During Period, Shares	'	1,320,707
Stock Repurchased During Period, Value (in dollars)	'	7,760
Common Stock, Shares, Issued	4,255,000	7,080,547
Common Stock, Shares, Outstanding	4,255,000	7,080,547
Common Stock Issue Or Repurchase Price Per Share Four	'	$0.01
Common Class B [Member]	'	'
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Par or Stated Value Per Share	$0.00	$0.00
Stock Issued During Period, Shares, New Issues	20,000,000	'
Common Stock Issue Or Repurchase Price Per Share	$0.00	'
Stock Issued During Period, Value, New Issues (in dollars)	$20	'
Common Stock, Shares, Issued	20,000,000	20,000,000
Common Stock, Shares, Outstanding	20,000,000	20,000,000