10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

or

q TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                              to                                          

Commission file number: 000-54173

FLATWORLD ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

British Virgin Island	98-0666872
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

Palm Grove House, Road Town
Tortola, British Virgin Islands	VG1110
(Address of principal executive offices)	(Zip Code)

+1 (284) 545 6127

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each Class

Ordinary Shares, no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes q  No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes q  No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ  No q

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  q	Accelerated filer  q
Non-accelerated filer  q	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  þ   No  q

The aggregate market value of the outstanding ordinary shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Registrant’s Ordinary shares on March 31, 2014, as reported on the OTC Bulletin Board, was approximately $134,730.

As of May 15, 2014 , there were 2,869,375 ordinary shares, no par value per share, of the registrant outstanding.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ No q

FLATWORLD ACQUISITION CORP.

TABLE OF CONTENTS

INTRODUCTION
PART I.	Financial Information
Item 1.	Condensed Consolidated Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
Part II.	Other Information
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20

INTRODUCTION

Unless otherwise indicated and except where the context otherwise requires,

· references to “we,” “us,” “our,” “company” or “our company” are to FlatWorld Acquisition Corp., a company organized under the laws of the British Virgin Islands;

· references to “Securities Act” are to the United States Securities Act of 1933, as amended and references to the “Exchange Act” are to the United States Securities Exchange Act of 1934, as amended;

· references to a ‘FPI” or “FPI status” are references to a foreign private issuer as defined by and determined pursuant to Rule 3b-4 of the Exchange Act;

· references to “initial business transaction” and to “business transaction” are to our initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, or purchase of, all or substantially all of the assets of, or engaging in any other similar business transaction with, an unidentified operating business or assets;

· references to “initial shares” are to the 573,875 ordinary shares (net of 58,625 ordinary shares which were redeemed on January 25, 2011 by us as a result of partial exercise of underwriter’s over-allotment option) owned by our sponsor and purchased in a private placement prior to our initial public offering;

· references to the “Companies Act” or the “Act” mean the BVI Business Companies Act of 2004, as amended, of the British Virgin Islands;

· references to “insider warrants” are to the warrants to purchase an aggregate of 2,000,000 ordinary shares for the purchase price of $1,500,000, in a private placement that occurred on December 9, 2010;

· references to “public shares” are to ordinary shares sold as part of the units in the initial public offering (whether they were purchased in the offering or thereafter in the open market) and pursuant to exercise of underwriter’s over-allotment option;

· references to “public shareholders” are to holders of public shares, including shares purchased by insiders;

· references to our “sponsor” are to FWAC Holdings Limited, a British Virgin Islands business company with limited liability which is  owned by our officers, directors, advisors, their respective affiliates and other non-affiliates;

· references to a “prospectus” are to the Company’s initial public offering prospectus dated December 9, 2010 filed with Securities and Exchange Commission;

· references to a “target business” are to one or more operating businesses or assets which, we may target for an initial business transaction; and

· all dollar amounts in are in U.S. dollars unless otherwise indicated

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to, our:

· our status as a shell company;

· our selection of a prospective target business or asset;

· our issuance of our capital shares or incurrence of debt to complete a business transaction;

· our ability to consummate an attractive business transaction due to our limited resources and the significant competition for business transaction opportunities;

· conflicts of interest of our officers and directors;

· potential current or future affiliations of our officers and directors with competing businesses;

· our ability to obtain additional financing if necessary;

· our sponsor’s ability to control or influence the outcome of matters requiring shareholder approval due to its substantial interest in us;

· the adverse effect on the market price our ordinary shares due to the existence of registration rights with respect to the securities owned by our sponsor;

· the lack of a market for our securities;

· our being deemed an investment company;

· our dependence on our key personnel;

· our dependence on a single company after our business transaction;

· environmental, permitting and other regulatory risks;

· foreign currency fluctuations and overall political risk in foreign jurisdictions;

· our operating and capital expenditures;

· our competitive position; and

· expected results of operations and/or financial position. 

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

These forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in our filings with the Securities and Exchange Commission. The forward-looking events we discuss in this Quarterly Report on Form 10-Q speak only as of the date of such statement and might not occur in light of these risks, uncertainties and assumptions. Except as required by applicable law, we undertake no obligation and disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FlatWorld Acquisition Corp.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

as of March 31, 2014

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Index to Condensed Consolidated Financial Statements	2
Condensed Consolidated Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013	3
Unaudited Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2014 and 2013	4
Unaudited Condensed Consolidated Statement of Stockholder’s Deficit for the Three Months Ended March 31, 2014	5
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013	6
Notes to Unaudited Condensed Consolidated Financial Statements	7

2

FlatWorld Acquisition Corp.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2014		December 31, 2013
ASSETS	(unaudited)
Current assets
Cash	$	251	$	997
Prepaid expense and other current assets		—		482
Total current assets		251		1,479
Total assets	$	251	$	1,479
LIABILITIES AND SHAREHOLDERS’ DEFICIT
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

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

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FlatWorld Acquisition Corp.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31, 2014		Three Months Ended March 31, 2013
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		2,869,375		2,869,375
Net loss per ordinary share attributable to ordinary shareholders, basic and diluted	$	(0.01)	$	(0.01)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

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FlatWorld Acquisition Corp.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

For the three months ended March 31, 2014.

(Unaudited)

	Ordinary Shares								Total
	Shares	Amount no par		Additional paid-in capital		Accumulated Deficit			shareholder’s deficit
Balances, December 31, 2013	2,869,375	$	311,372	$	—		$	(551,061)	$	(239,689)
Net loss attributable to ordinary shareholders	—		—		—			(29,580)		(29,580)
Balances, March 31, 2014	2,869,375	$	311,372	$	—		$	(580,641)	$	(269,269)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

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FlatWorld Acquisition Corp.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31, 2014		Three Months Ended March 31, 2013
Cash Flows from Operating Activities
Net loss attributable to ordinary shareholders	$	(29,580)	$	(30,481)
Adjustments to reconcile net loss attributable to ordinary shareholders to net cash used in operating activities:
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
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	—	$	—
Income taxes	$	—	$	—
Supplemental disclosure of non-cash investing and financing activities:	$	—	$	—

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

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FlatWorld Acquisition Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2014 and 2013

(Unaudited)

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

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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,

8

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.

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.

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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.

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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.

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.

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.

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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.

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.

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.

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

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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.

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.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company’s Unaudited Condensed Consolidated Financial Statements and footnotes thereto contained in this report.

Overview

We are a blank check or shell company formed 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 with one or more operating businesses or assets that we have yet to identify. While our efforts in identifying a prospective target business for our initial business transaction will not be limited to a particular industry, geographic region or minimum transaction value, we will focus our search on identifying a prospective target business in either (i) the global business services sector or (ii) emerging Asian markets. We do not have any specific business transaction under consideration although we are actively searching for a target business.

As of March 31, 2014, we had $251 of cash on hand.  The issuance of additional ordinary shares in a business transaction:

· may significantly dilute the equity interests of our shareholders;

· may subordinate the rights of holders of ordinary shares if we issue preferred stock with rights senior to those afforded to our ordinary shares;

· may cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and

· may adversely affect prevailing market prices for our ordinary shares.

Similarly, any issuance of debt securities could result in:

· default and foreclosure on our assets if our operating cash flow after a business transaction is insufficient to pay our debt obligations;

· acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that require the maintenance of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant;

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· our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; covenants that limit our ability to acquire capital assets or make additional acquisitions;

· our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding;

· our inability to pay dividends on our ordinary shares;

· using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

· limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

· increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

· limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception to the closing of our initial public offering was limited to preparations for that event. Since the consummation of our initial public offering, our activity has been limited to evaluating business transaction candidates. We have not generated any operating revenues and will not until after completion of our initial business transaction, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents. We expect to incur substantially increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence.

For the three months ended March 31, 2014, we had net loss of $29,580 consisting solely of expenses of $29,580.

For the prior three months ended March 31, 2013, we had a net loss of $30,481 consisting solely of expenses of $30,481.

Liquidity and Capital Resources

As of March 31, 2014, we had $251 in a bank account available for use by management to cover the costs associated with identifying a target business and negotiating an acquisition or merger.

On July 26, 2012, FlatWorld and its wholly owned subsidiary FTWA Orchid Merger Sub LLC., FWAC Holdings Limited, Orchid Island Capital, Inc., Bimini Capital, Inc. and Bimini Advisors, LLC entered into 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 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

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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.  

 For the three months ended March 31, 2014, we used cash of $746 in operating activities which was attributable to a decrease in prepaid expense and other asset of $482, an increase in money due to affiliate of $25,074 advanced to the Company to settle certain vendor bills on behalf of the Company, payables of $3,278, together with a net loss for the period of $29,580. The net decrease in cash for three months ending March 31, 2014 was $746. We started with a cash balance of $997 as of January 1, 2014. We ended the period at March 31, 2014 with a cash balance of $251.

We do not believe that the $251 in funds available to us as of March 31, 2014 will be sufficient to allow us to operate in the future.  In the future, we will need to raise additional funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants, sites or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business transaction.  In order to meet our working capital needs, certain of our officers and directors may, but are not obligated to, loan us funds, from time to time, or at any time, in whatever amount such officer or director deems reasonable in his sole discretion. The unpaid principal amount of any such loans may be converted, at the option of the lender, into different securities of the Company.  The holders of a majority of any such securities that may be issued (or the underlying shares) will be entitled to demand that we register these securities pursuant to an agreement to be entered into at the time of the loan.  The holders of a majority of these securities would have certain “piggy-back” registration rights with respect to registration statements filed by us subsequent to such date.  We will bear the expense incurred with the filing of any such registration statements.  The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist.  

 We believe we will need to raise additional funds until the consummation of our initial business transaction to meet the expenditures required for operating our business. We may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business transaction that is presented to us. We may consummate such financing at any time.

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. We may receive funds from some or all of our officers or directors, and we may seek to issue equity securities, including preferred securities for which we 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. We cannot assure you that we will be able to raise sufficient capital on favorable, or any, terms. We believe 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.

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Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We did not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than a monthly fee of $7,500 for office space and general and administrative services payable to FlatWorld Capital LLC, an entity controlled by three officers of the Company. We began incurring this fee on December 9, 2010, and will continue to incur this fee monthly until the date on which the Company ceases its corporate existence in accordance with its Ninth Amended and Restated Memorandum and Articles of Association. The agreement was originally entered into with FWC Management Services Ltd, an entity controlled by two officers of the Company, however on December 31, 2013, we entered into an agreement with FWC Management Services Ltd and FlatWorld Capital LLC 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 provided by FWC Management Services Ltd, and on the same terms under which such services were performed under the original agreement.  

The Company deferred a portion of its legal fees incurred in connection with the initial public offering. The total deferred fee of $50,000 was included in the balance sheets as of December 31, 2011 and 2010, and was payable upon the consummation of an initial Business Transaction. 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. The Company had approximately $60,250 of vendor invoices for professional services classified as accounts payable on its balance sheet as of March 31, 2014.

Critical Accounting Policies and Estimates

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our unaudited condensed consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our unaudited condensed consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our unaudited condensed consolidated results of operations, financial position or liquidity for the periods presented in this report.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

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 shareholders by the weighted average number of ordinary shares outstanding for the period. At March 31, 2014, the Company did not have any dilutive

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securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company.

Ordinary Shares subject to possible redemption

The Company accounts for redeemable ordinary shares that are redeemable for cash or other assets, by classifying them outside of permanent equity if they are redeemable at the option of the holder. In addition, the amount of ordinary shares subject to redemption is classified outside of permanent equity to the extent that such redemption does not cause a liquidation event. As discussed in Note A, in no event would the Company redeem its public shares in an amount that would exceed 76.5% of the shares sold in the Offering.

Accordingly, prior to the Distribution, a total of 1,683,000 of ordinary shares were classified outside of permanent equity at redemption value, which was equal to the per share amount held in the Trust Account. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of ordinary shares subject to redemption equal its redemption value at the end of each reporting period.

Currently, the Company does not classify any of its ordinary shares outside of permanent equity as none of the Company’s ordinary shares are subject to redemption following approval of an amendment to the Company’s Charter which removes, among other things, the blank check restrictions to which the Company was previously subject.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, 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 unaudited condensed consolidated financial statement, unless explicitly stated otherwise.

Restricted cash equivalents held in the Trust Account

The amounts previously held in the Trust Account represented substantially all the proceeds of the Offering and were classified as restricted assets since such amounts could only be used by the Company in connection with the consummation of a business transaction. Prior to the Distribution, the funds held in the Trust Account were invested in combination of cash and money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act.

Beginning on September 10, 2012, FlatWorld distributed 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 record date for the Distribution was September 21, 2012, and the payment for the Distribution was made on September 26, 2012.  As of March 31, 2014 and 2013, there were no funds in the Trust Account as such funds were returned to shareholders in the Distribution.

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.

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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 falls 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.

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.

Investments

The Company carries its investments in money market funds at fair value. The Company’s investments are 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 statements of operations.

Income tax

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.

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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. The adoption of the provisions of FASB / ASC 740-10-25 did not have a material impact on the Company’s financial position and results of operation and cash flows as of and for the period ended March 31, 2014.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

For quantitative and qualitative disclosures about market risk, see Item 7A, ‘Quantitative and Qualitative Disclosures About Market Risk,’ of our annual report on Form 10-K for the year ended December 31, 2013. Our exposures to market risk have not changed materially since December 31, 2013.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2014 was carried out by us under the supervision and with the participation of our management, including the principal executive officer and principal financial officer. Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in providing, reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow such timely decision regarding required disclosures. A controls system, no matter how well designed and operated cannot provide absolute assurance to achieve its objectives.

Change in internal control over financial reporting

During the period covered by this Quarterly Report on Form 10-Q, the Company has made no changes to its internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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.

ITEM 1A. RISK FACTORS.

Factors that could cause the Company’s actual results to differ materially from those in this Report are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated herein by reference. Any of these factors could result in a significant or material adverse effect on the Company’s results of operations or financial condition. Additional risk factors not presently known to the Company or that the Company currently deems immaterial may also impair its business or results of operations.

As of the date of this Report, there have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, except the Company may disclose changes to such factors or disclose additional factors from time to time in its future filings with the SEC.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

 None.

ITEM 6. EXHIBITS.

(a) Exhibits

Exhibit No.	Description
31.1	Certification of the Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of the Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

 (*) Filed herewith.

(**)  XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FLATWORLD ACQUISITION CORP.
May 15, 2014	By:	/s/ Jeffrey A. Valenty
		Jeffrey A. Valenty
		President and Chief Financial Officer
May 15, 2014	By:	/s/ Raj K. Gupta
		Raj K. Gupta
		Chief Executive Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14 AND 15d-14
OF THE SECURITIES EXCHANGE ACT OF 1934

I, Raj K. Gupta, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of FlatWorld Acquisition Corp.;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15 , 2014	/s/ Raj K. Gupta
	Raj K. Gupta
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14 AND 15d-14
OF THE SECURITIES EXCHANGE ACT OF 1934

I, Jeffrey A. Valenty, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of FlatWorld Acquisition Corp.;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15 , 2014	/s/ Jeffrey A. Valenty
	Jeffrey A. Valenty
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of FlatWorld Acquisition Corp. (the “Company”) for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, Raj K. Gupta, Chief Executive Officer of the Company, and Jeffrey A. Valenty, Chief Financial Officer of the Company, certify that, to the best of his knowledge:

(1) the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) all information contained in the Report fairly presents, in all material respects, the Company’s financial condition and results of operations.

Pursuant to the rules and regulations of the Securities and Exchange Commission, this certification is being furnished and is not deemed filed.

Date: May 15 , 2014	/s/ Raj K. Gupta
	Raj K. Gupta
	Chief Executive Officer
	(Principal Executive Officer)
Date: May 15 , 2014	/s/ Jeffrey A. Valenty
	Jeffrey A. Valenty
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

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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.

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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.

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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

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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:

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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 Stock_Warrant	Dec. 15, 2010 Warrant Stock_Warrant	Jan. 25, 2011 Stock_Warrant	Jan. 25, 2011 Warrant	Mar. 31, 2014
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				10.00	10.00	12.50
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

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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.

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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

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

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 15, 2014
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	Mar. 31, 2014
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

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RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $)	0 Months Ended		3 Months Ended
	Dec. 09, 2010 Officer	Mar. 31, 2014	Mar. 31, 2014 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

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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)

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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.

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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.

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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

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COMMITMENTS (Detail Textuals) (USD $)	1 Months Ended		3 Months Ended	12 Months Ended
	Aug. 29, 2012	Jan. 25, 2011 Stock_Warrant	Mar. 31, 2014 Stock_Warrant	Dec. 31, 2013	Dec. 31, 2012
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

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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.

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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.

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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.

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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 Stock_Warrant	Dec. 12, 2010	Dec. 15, 2010 Warrant Stock_Warrant	Jan. 25, 2011 Stock_Warrant	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
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			11.00	0.75		11.00
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

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CAPITAL STOCK (Detail Textuals)	3 Months Ended	12 Months Ended
	Mar. 31, 2014 Class	Dec. 31, 2013
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

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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

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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.

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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	10.00	12.50
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