10-Q/A

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    For the quarterly period ended June 30, 2013

OR

¨ 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: 001-35984

MEDWORTH ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	46-1970047
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

801 Brickell Avenue, Suite 943, Miami, Florida, 33131

(Address of principal executive offices)

305-347-5180

(Issuer’s telephone number)

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 x No o

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   x No o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
(Do not check if smaller reporting company)

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

As of September 6, 2013, 10,200,950 shares of common stock, par value $0.0001 per share were issued and outstanding.

Explanatory Note

MedWorth Acquisition Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2013 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 13, 2013 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits

31.1 *	Certification of President (Principal Executive Officer and Principal Financial and Accounting Officer), Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *	Certification of President, Chief Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Schema Document
101.CAL **	XBRL Taxonomy Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Definition Linkbase Document
101.LAB **	XBRL Taxonomy Label Linkbase Document
101.PRE **	XBRL Taxonomy Presentation Linkbase Document

* Previously filed or furnished, as applicable, with the Company’s quarterly report on Form 10-Q for the period ended June 30, 2013 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 13, 2013.

** Furnished 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.

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

MEDWORTH ACQUISTION CORP.
By:	/s/ CHARLES F. FISTEL
Charles F. Fistel Chief Executive Officer, Chief Financial Officer and Treasurer (Principal executive, financial and accounting officer)

Date: September 9, 2013

XML

Significant Accounting Policies (Policies)

5 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Earnings Per Share, Policy [Policy Text Block]

Loss Per Share

Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. This number includes an aggregate of 247,500 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Such shares are no longer subject to forfeiture as the underwriters subsequently exercised the option in full.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of 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 expenses during the reporting period. Actual results could differ from those estimates.

Income Tax, Policy [Policy Text Block]

Income Taxes

The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Subsequent Events, Policy [Policy Text Block]

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2013, through the date which these financial statements were publically available. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements except as disclosed elsewhere.

XML

Condensed Interim Statements of Operations (USD $)	3 Months Ended		5 Months Ended
	Jun. 30, 2013		Jun. 30, 2013
Formation and operating costs	$ 5,488		$ 8,488
Net Loss	$ (5,488)		$ (8,488)
Weighted average shares outstanding, basic and diluted (in shares)	1,897,500	[1],[2]	1,897,500	[1],[2]
Basic and diluted net loss per common share (in dollars per share)	$ 0.00		$ 0.00

[1] Share amounts have been retroactively restated to reflect the effect of a stock dividend of 0.1 shares for each outstanding share of common stock on June 26, 2013.

[2] This number includes an aggregate of 247,500 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Such shares are no longer subject to forfeiture as the underwriters subsequently exercised the option in full.

XML

Significant Accounting Policies

5 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 2 - Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Loss Per Share

Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. This number includes an aggregate of 247,500 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Such shares are no longer subject to forfeiture as the underwriters subsequently exercised the option in full.

Use of Estimates

The preparation of 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 expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2013, through the date which these financial statements were publically available. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements except as disclosed elsewhere.

XML

Subsequent Events (Details Textual) (Subsequent Event [Member], USD $)	1 Months Ended
	Aug. 31, 2013
Subsequent Event [Member]
Subsequent Event [Line Items]
Lease Expiration Date	Jan. 31, 2014
Operating Leases, Rent Expense, Net, Total	$ 2,147

XML

Organization, Plan of Business Operations and Liquidity (Details Textual) (USD $)	1 Months Ended	5 Months Ended
	Jul. 31, 2013	Jun. 30, 2013
Subsidiary, Sale of Stock [Line Items]
Percentage Of Public Offering		10.00%
Proceeds from Issuance of Private Placement		$ 63,452,400
Share Price		$ 8.36
Fair Value Of Target Business To Be Acquired Minimum Percentage Of Trust Account Balance		80.00%
Minimum Acceptable Net Tangible Asset Value Of Company At Date Of Business Combination		5,000,001
Restricted Amount Of Public Shares Available To Stockholder Acting In Concert Or As Group For Conversion		25.00%
Common Stock Redemption Percentage		100.00%
Public Stockholders Pro Rata Interest Amount Per Share In Trust Account		$ 8.36
Proceeds from Issuance Initial Public Offering		25,000
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance of Private Placement	5,074,000
Proceeds from Issuance or Sale of Equity, Total	7,642,800
Proceeds from Issuance Initial Public Offering	52,800,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	6,600,000	6,000,000
IPO [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Share Price	$ 8.00
Proceeds from Issuance Initial Public Offering	$ 50,952,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	634,250
Private Placement [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Share Price	$ 8.00

XML

Condensed Interim Statement of Changes in Stockholders' Equity (USD $)		Total	Common Stock [Member]		Additional Paid-in Capital [Member]	Accumulated Deficit during Development Stage [Member]
Balance at Jan. 21, 2013		$ 0	$ 0	[1],[2]	$ 0	$ 0
Balance (in shares) at Jan. 21, 2013	[1],[2]		0
Common stock issued at approximately $0.015 per share to initial stockholders, on February 26, 2013		25,000	190	[1],[2]	24,810	0
Common stock issued at approximately $0.015 per share to initial stockholders, on February 26, 2013 (in shares)	[1],[2]		1,897,500
Net loss		(8,488)	0	[1],[2]	0	(8,488)
Balance at Jun. 30, 2013		$ 16,512	$ 190	[1],[2]	$ 24,810	$ (8,488)
Balance (in shares) at Jun. 30, 2013	[1],[2]		1,897,500

[1] Share amounts have been retroactively restated to reflect the effect of a stock dividend of 0.1 shares for each outstanding share of common stock on June 26, 2013.

[2] This number includes an aggregate of 247,500 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Such shares are no longer subject to forfeiture as the underwriters subsequently exercised the option in full.

XML

Condensed Interim Statement of Cash Flows (USD $)	5 Months Ended
	Jun. 30, 2013
Cash Flows From Operating Activities:
Net loss	$ (8,488)
Adjustments to reconcile net loss to net cash used in operating activities:
Total adjustments	0
Net cash used in operating activities	(8,488)
Cash Flows From Financing Activities:
Proceeds from notes payable to stockholders	170,000
Proceeds from issuance of common stock to initial stockholders	25,000
Payment of deferred offering costs	(185,967)
Net cash provided by financing activities	9,033
Net Change in Cash and Cash Equivalents	545
Cash and Cash Equivalents - Beginning	0
Cash and Cash Equivalents - Ending	545
Supplemental Disclosure of non-cash financing activity:
Increase in deferred offering costs	246,640
Increase in accrued expenses for deferred offering costs	$ 246,640

XML

Public Offering and Private Placement

5 Months Ended

Jun. 30, 2013

Public Offering And Private Placement Disclosure [Abstract]

Public Offering And Private Placement Disclosure [Text Block]

Note 3 — Public Offering and Private Placement

On July 2, 2013, the Company consummated the Public Offering of 6,600,000 shares (the “Public Shares”) of common stock, $.0001 par value per share (“Common Stock”). The Public Shares were sold at an offering price of $8.00 per share, generating gross proceeds of $52,800,000.

Simultaneously with the consummation of the Public Offering, the Company consummated the private placement to certain of its initial stockholders (“Private Placement”) of 634,250 shares of Common Stock (“Sponsors’ Shares”) at a price of $8.00 per share, generating total gross proceeds of $5,074,000. The Sponsors’ Shares are identical to the Public Shares. The purchasers have agreed not to transfer, assign or sell any of the Sponsors’ Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to an additional 990,000 Public Shares to cover over-allotments. On July 3, 2013, the underwriters elected to exercise the over-allotment option in full.

On July 8, 2013, the Company completed the sale of an additional 990,000 shares of common stock (the “Additional Shares”) pursuant to the July 3, 2013 exercise in full of the over-allotment option granted to EarlyBirdCapital, Inc. (“EBC”), the lead underwriter of the Company’s initial public offering (“IPO”) of 6,600,000 shares of common stock, which closed on July 2, 2013. The Additional Shares were sold at the offering price of $8.00 per share, generating gross proceeds to the Company of $7,920,000, and proceeds net of the underwriters' discount of $7,642,800. Simultaneously with the closing of the sale of the Additional Shares, the Company raised, via private placement, an additional $633,600 through the sale of an additional 79,200 shares (at $8.00 per share) to Anthony Minnuto, the Company’s Chairman.

The Company deposited all of the net proceeds of these sales, or $8,276,400, into the trust account holding its IPO proceeds at UBS Financial Services, Inc. (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company acting as the trustee. The funds will not be released from the Trust Account except under certain limited circumstances as described in the final prospectus relating to the IPO. As of July 8, 2013, the Company holds a total of $63,452,400 in the Trust Account, or $8.36 per share.

XML

Organization, Plan of Business Operations and Liquidity

5 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 — Organization, Plan of Business Operations and Liquidity

MedWorth Acquisition Corp. (A company in the development stage) (the “Company”) was incorporated in Delaware on January 22, 2013 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company expects to focus its search for a target business(es) for its initial Business Combination in the specialty pharmacy, infusion pharmacy, and/or drug distribution industries based in the United States, although the Company does not intend to limit its search to a particular geographic region and the Company may pursue opportunities in other business sectors or industries.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

At June 30, 2013, the Company had not yet commenced any operations. All activity through June 30, 2013 relates to the Company’s formation and the public offering described below.

The Company is considered to be a development stage company and, as such, the Company’s financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) topic 915 “Development Stage Entities.” The Company is subject to all of the risks associated with development stage companies.

The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective on June 26, 2013. On June 27, 2013, the Company filed a new registration statement to increase the size of the offering by 10%, from 6,000,000 shares to 6,600,000 shares – (the “Public Shares”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. On July 2, 2013, the Company consummated the Public Offering generating proceeds, net of underwriters’ discount, of $50,952,000. The Company simultaneously raised $5,074,000 through the issuance of 634,250 shares of common stock (“Sponsor Shares”) to certain of the Company’s initial stockholders (collectively, the “Sponsors”) in a private placement (“Private Placement”) (See Note 3 - Public Offering and Private Placement).

On July 3, 2013, the underwriters exercised their over-allotment option in full and on July 8, 2013, the Company received proceeds, net of underwriters’ discount, of $7,642,800.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Sponsors’ Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to effect a Business Combination successfully. Upon the closing of the Public Offering, including the over allotment option of $63,452,400 ($8.36 per Public Share, including the proceeds of the private placement of the Sponsors’ Shares) was placed in a trust account (“Trust Account”) maintained by Continental Stock Transfer and Trust Company as trustee, to be invested in United States Treasury securities having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries, until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

The Company’s officers have agreed that they will be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (proceeds not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Interest income on the funds held in the Trust Account can be released to the Company to pay its income and other tax obligations and (2) interest income on the funds held in the Trust Account can be released to the Company to pay for its working capital requirements in connection with searching for a Business Combination.

The Company shares are listed on the NASDAQ Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (net of taxes payable) at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance.

The Company will seek stockholder approval of any Business Combination at a meeting called for such purpose at which stockholders may seek to convert their Public Shares into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and a majority of the outstanding Shares of the Company voted are voted in favor of the Business Combination. Notwithstanding the foregoing, a Public Stockholder (as defined below), together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 25% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors will agree (1) to vote any of their respective Founders Shares (as discussed in Note 5), Sponsors Shares and any Public Shares they may acquire in the proposed public offering or the aftermarket in favor of the initial Business Combination, and (2) not to convert any of their respective Founders Shares and Sponsors Shares into cash held in the trust account.

The Company’s amended and restated Certificate of Incorporation provides that the Company will continue in existence only until December 26, 2014. If the Company is unable to consummate its initial Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares held by the public stockholders of the Company’ (“Public Stockholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us or otherwise reserved for payment of expenses incurred in connection with seeking a Business Combination or income taxes payable with respect to interest earned on the trust account, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account ($8.36 per share including the shares issued pursuant to the exercise of the underwriters’ overallotment option), plus any pro rata interest earned on the Trust Fund not previously released to the Company).

XML

Condensed Interim Balance Sheet (Parenthetical) (USD $)	5 Months Ended
	Jun. 30, 2013
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	1,897,500
Common stock, shares outstanding	1,897,500
Common stock, dividends, cash paid (in dollars per share)	$ 0.1
Common stock forfeitures	$ 247,500

XML

Commitments and Contingencies

5 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies [Text Block]

Note 6 — Commitments and Contingencies

In connection with the Public Offering, the Company entered into an agreement with EBC whereby in the event the Company completes its initial Business Combination within the prescribed time, the Company will also pay EBC a non-exclusive investment banking fee of $1,848,000 for advisory services in connection with such Business Combination.

On July 2, 2013, the Company issued a share purchase option (“Option”), for $100, to EarlyBirdCapital, Inc. or its designees to purchase 660,000 common shares at an exercise price of $8.00 per share. The Option is exercisable commencing on the later to occur of the consummation of the Company’s initial Business Combination or one year from the June 26, 2013 and will expire on June 26, 2018. The shares issuable upon exercise of this Option are identical to the shares offered in the Public Offering.

The Company accounted for the fair value of the Option, inclusive of the receipt of $100 cash payment, as an expense of the Public Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of this Option is approximately $1,739,000 (or $2.64 per share) using a Black-Scholes option-pricing model. The fair value of the Option granted to EBC was estimated as of June 26, 2013 using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.42% and (3) expected life of five years. The 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 Option (the difference between the exercise price of the shares underlying the Option and the market price of the underlying shares of common stock) to exercise the Option without the payment of any cash. The holder of the Option will be entitled to certain demand and piggyback registration rights. The Company will have no obligation to net cash settle the exercise of the Option. The holder of the Option are not be entitled to exercise the Option unless a registration statement covering the shares underlying the Option is effective or Option will expire worthless.

One of the Company’s Sponsors also agreed that if the over-allotment option was exercised by the underwriters, he would purchase from the Company at a price of $8.00 per share the number of shares of common stock (up to a maximum of 79,200 shares of common stock) that is necessary to maintain in the Trust Account an amount equal to $8.36 per share sold to the public in the Public Offering. These shares would be purchased in a private placement that would occur simultaneously with the purchase of shares resulting from the exercise of the over-allotment option. All of the proceeds received from the Sponsors’ Shares purchases were placed in the Trust Account. The Sponsors’ Shares are identical to the shares to the Public Shares. On July 3, 2013, EBC exercised the overallotment option and the aforementioned private placement was consummated on July 8, 2013.

The Sponsors are entitled to registration rights with respect to their Founders Shares and the Sponsors’ Shares, and the Sponsors and the Company’s officers and directors are entitled to registration rights with respect to any shares they may be issued in payment of working capital loans made to the Company, pursuant to an agreement executed in connection with the Public Offering.

The holders of the majority of the Founders’ Shares are entitled to demand that the Company register 50% of these shares at any time commencing three months prior to the six-month and one-year anniversaries, respectively, of the consummation of a Business Combination. In addition, in the event that the holders of Founders’ Shares or Sponsors’ Shares make working capital loans to the Company, and such holders, in their sole discretion, elect to have common shares of the Company issued to repay such working capital loans, then such holders are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Founders, Sponsors and the holders of shares issued in payment of working capital loans made to the Company have certain “piggyback” registration rights on registration statements filed after the Company’s consummation of its initial Business Combination.

XML

Condensed Interim Statements of Operations (Parenthetical) (USD $)	5 Months Ended
	Jun. 30, 2013
Common Stock, Dividends, Per Share, Cash Paid	$ 0.1
Common Stock Forfeitures	$ 247,500

XML

Condensed Interim Balance Sheet (USD $)	Jun. 30, 2013
ASSETS
Cash and cash equivalents	$ 545
Deferred offering costs associated with proposed public offering	432,607
Total Assets	433,152
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses	246,640
Notes payable to stockholders	170,000
Total current liabilities	416,640
Stockholders’ Equity:
Preferred stock, $.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0
Common stock, $.0001 par value; 100,000,000 shares authorized; 1,897,500 shares issued and outstanding	190	[1],[2]
Additional paid-in capital	24,810
Accumulated deficit	(8,488)
Total Stockholders' Equity	16,512
Total Liabilities and Stockholders' Equity	$ 433,152

[1] Share amounts have been retroactively restated to reflect the effect of a stock dividend of 0.1 shares for each outstanding share of common stock on June 26, 2013.

[2] This number includes an aggregate of 247,500 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Such shares are no longer subject to forfeiture as the underwriters subsequently exercised the option in full.

XML

Stockholder Equity (Details Textual) (USD $)	5 Months Ended
	Jun. 30, 2013
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	5,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares Authorized	100,000,000
Stock Issued During Period, Value, New Issues	$ 25,000
Stock Issued During Period Par Value	$ 0.015
Common Stock, Dividends, Per Share, Cash Paid	$ 0.1
Sale of Stock, Description of Transaction	Subject to certain limited exceptions, 50% of the Founders Shares will be released from escrow six months after the closing of the initial Business Combination, and the remaining 50% of the Founders shares will be released from escrow one year after the closing of the initial Business Combination.
Common Stock Forfeitures	247,500
Equity Method Investment, Ownership Percentage	20.00%
Founders Shares [Member]
Class of Stock [Line Items]
Stock Issued During Period, Value, New Issues	$ 25,000
Stock Issued During Period, Shares, New Issues	1,725,000
Stock Issued During Period Par Value	$ 0.015

XML

Notes Payable to Stockholders - Related Party

5 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 5 — Notes Payable to Stockholders – Related Party

The Company issued an aggregate of $125,000 principal amount unsecured promissory notes to certain of the Company’s officers on February 22, 2013. On June 25, 2013, the Company issued an unsecured promissory note in the amount of $45,000 to the Chairman of the Board of Directors. The notes were non-interest bearing and payable on the earliest to occur of (i) the consummation of the Proposed Public Offering or (ii) the date on which the Company determines not to proceed with the Proposed Public Offering. The notes were repaid upon the consummation of the Public Offering. Due to the short-term nature of the notes, the fair value of the notes approximates the carrying amount.

XML

Subsequent Events

5 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 8 - Subsequent Events

Lease

The Company’s headquarters are located in facilities at 801 Brickell Avenue, Miami, FL, pursuant to a six-month lease agreement dated June 10, 2013, which commencement was contingent on the successful completion of the Company’s IPO. The lease commenced on August 1, 2013 and expires on January 31, 2014. Monthly rent expense is $2,147, plus incidental costs.

Name Change

On August 7, 2013, the Company’s Board of Directors approved the change of the Company’s name. The decision to change the Company’s name was made in response to an allegation made by a third party that the Company’s name infringes on a trademark held by that third party. Although the Company disputes this allegation, the Company believes that the name change will enable the Company to focus on its primary goal of completing an acquisition or merger. The Company is evaluating new names and will commence the process of obtaining the necessary stockholders approval as soon as possible.

XML

Deferred Offering Costs

5 Months Ended

Jun. 30, 2013

Deferred Offering Costs [Abstract]

Deferred Offering Costs [Text Block]

Note 4 — Deferred Offering Costs

Deferred offering costs consist principally of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that were charged to stockholders’ equity upon the receipt of the capital raised.

XML

Condensed Interim Statement of Changes in Stockholders' Equity (Parenthetical) (USD $)	5 Months Ended
	Jun. 30, 2013
Stock Issued During Period Par Value	$ 0.015
Common Stock, Dividends, Per Share, Cash Paid	$ 0.1
Common Stock Forfeitures	$ 247,500

XML

Significant Accounting Policies (Details Textual) (USD $)	5 Months Ended
	Jun. 30, 2013
Accounting Policies [Line Items]
Common Stock Forfeitures	$ 247,500

XML

Stockholder Equity

5 Months Ended

Jun. 30, 2013

Stockholders Equity Note [Abstract]

Stockholders Equity Note Disclosure [Text Block]

Note 7 — Stockholder Equity

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2013 there are no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share.

In connection with the organization of the Company, on February 26, 2013, a total of 1,725,000 shares (“Founders’ Shares”) of the Company’s common stock were sold to the Sponsors at a price of approximately $0.015 per share for an aggregate of $25,000.

Effective June 26, 2013, the Company’s Board of Directors authorized a stock dividend of 0.1 shares for each outstanding share of common stock. All references in the accompanying financial statements to the number of shares of common stock have been retroactively restated to reflect this stock dividend. On June 26, 2013, the Founders’ Shares were placed in escrow in a trust account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as trustee. Subject to certain limited exceptions, 50% of the Founders’ Shares will be released from escrow six months after the closing of the initial Business Combination, and the remaining 50% of the Founders’ shares will be released from escrow one year after the closing of the initial Business Combination. 

The Founders’ shares include an aggregate of 247,500 shares which were subject to forfeiture if the over-allotment option was not exercised by the underwriters such that the Founders would own 20% of the outstanding shares of the Company, excluding the Sponsors’ shares after the consummation of the Public Offering. As a result of EBC’s exercising in full of the overallotment option, such shares are no longer subject to forfeiture.

XML

Commitments and Contingencies (Details Textual) (USD $)	5 Months Ended	1 Months Ended		1 Months Ended
	Jun. 30, 2013	Jul. 31, 2013 Subsequent Event [Member]	Jun. 30, 2013 Underwriters [Member]	Jul. 31, 2013 Underwriters [Member] Subsequent Event [Member]
Loss Contingencies [Line Items]
Noninterest Expense Investment Advisory Fees	$ 1,848,000
Share based Compensation Arrangement by Share Based Payment Award Value Issued in Period		100
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		660,000		990,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 8.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	$ 1,739,000
Share Price	$ 8.36		$ 2.64
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	35.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.42%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate	8.00%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee	79,200
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased	$ 8.36
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum	50.00%

XML

Public Offering and Private Placement (Details Textual) (USD $)	5 Months Ended	1 Months Ended			1 Months Ended		5 Months Ended	1 Months Ended		1 Months Ended		1 Months Ended
	Jun. 30, 2013	Jul. 31, 2013 Subsequent Event [Member]	Jul. 31, 2013 Board of Directors Chairman [Member] Subsequent Event [Member]	Jun. 30, 2013 Underwriters [Member]	Jul. 31, 2013 Underwriters [Member] Subsequent Event [Member]	Jul. 31, 2013 IPO [Member]	Jun. 30, 2013 IPO [Member]	Jul. 31, 2013 IPO [Member] Subsequent Event [Member]	Jul. 08, 2013 IPO [Member] Subsequent Event [Member]	Jul. 31, 2013 Private Placement [Member]	Jul. 31, 2013 Private Placement [Member] Subsequent Event [Member]	Jul. 31, 2013 Private Placement [Member] Board of Directors Chairman [Member]	Jul. 31, 2013 Private Placement [Member] Board of Directors Chairman [Member] Subsequent Event [Member]
Public Offering and Private Placement [Line Items]
Stock Issued During Period, Shares, New Issues						6,600,000	6,000,000			634,250		79,200
Common Stock, Par or Stated Value Per Share	$ 0.0001					$ 0.0001
Share Price	$ 8.36			$ 2.64				$ 8.00			$ 8.00		$ 8.00
Proceeds from Issuance Initial Public Offering	$ 25,000	$ 52,800,000						$ 50,952,000
Proceeds from Issuance of Private Placement	63,452,400	5,074,000	633,600
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		660,000			990,000
Proceeds from Issuance of Common Stock		7,920,000
Underwriters Discounts		7,642,800
Escrow Deposit							$ 8,276,400		$ 63,452,400
Per Share Value Of Deposits Held In Trust									$ 8.36

XML

Document And Entity Information	5 Months Ended
	Jun. 30, 2013	Aug. 06, 2013
Document Information [Line Items]
Entity Registrant Name	MedWorth Acquisition Corp.
Entity Central Index Key	0001571088
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Trading Symbol	MWRX
Entity Common Stock, Shares Outstanding		10,200,950
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

Notes Payable to Stockholders - Related Party (Details Textual) (USD $)	Feb. 22, 2013 Officer [Member]	Jun. 25, 2013 Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Notes Payable	$ 125,000	$ 45,000