UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549  FORM 10-Q  þQUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2013 or  qTRANSITION 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 Island98-0666872(State or other jurisdiction of(I.R.S. Employer Identification No.)incorporation or organization)  Palm Grove House, Road TownTortola, British Virgin IslandsVG1110(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 qNo 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.    YesqNo 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 þNo 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  qAccelerated filer  qNon-accelerated filer  qSmaller reporting company þ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YesþNoq The aggregate market value of the outstanding ordinary shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Registrant’s Ordinary shares on March 31, 2013, as reported on the OTC Bulletin Board, was approximately $85,329. As of May 15, 2013, there were 2,869,375 ordinary shares, no par value per share, of the registrant outstanding. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yesq No þ             FLATWORLD ACQUISITION CORP.  TABLE OF CONTENTS


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|------------ |  | ------------------------------------------------------------------------------------- |  | -- | 
|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 |  | 15 | 
|Item 3.      |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 21 | 
|Item 4.      |  | Controls and Procedures                                                               |  | 21 | 
|             |  |                                                                                       |  |    | 
|Part II.     |  | Other Information                                                                     |  |    | 
|Item 1.      |  | Legal Proceedings                                                                     |  | 21 | 
|Item 1A.     |  | Risk Factors                                                                          |  | 21 | 
|Item 2.      |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 22 | 
|Item 3.      |  | Defaults Upon Senior Securities                                                       |  | 22 | 
|Item 4.      |  | Mine Safety Disclosures                                                               |  | 22 | 
|Item 5.      |  | Other Information                                                                     |  | 22 | 
|Item 6.      |  | Exhibits                                                                              |  | 22 | 

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 58,625ordinary 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.   1





PART I.FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FlatWorld Acquisition Corp. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS as of March 31, 2013  INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  Index to Condensed Consolidated Financial Statements2Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 20123Unaudited Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2013 and 20124Unaudited Condensed Consolidated Statement of Stockholders Deficit for the Three Months Ended March 31, 20135Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 20126Notes to Unaudited Condensed Consolidated Financial Statements7    2





FlatWorld Acquisition Corp.  CONDENSED CONSOLIDATED BALANCE SHEETS


|                                                                                                                                            |                |           |                   |   |          
|------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------- | ----------------- | - | ---------
|                                                                                                                                            | March 31, 2013 |           | December 31, 2012
|ASSETS                                                                                                                                      | (unaudited)    |           |                   |  
|Current assets                                                                                                                              |                |           |                   |   |          
|Cash                                                                                                                                        | $              | 1,412     |                   | $ | 1,502    
|Prepaid expense and other current assets                                                                                                    |                | 4,125     |                   |   | 5,500    
|Total current assets                                                                                                                        |                | 5,537     |                   |   | 7,002    
|                                                                                                                                            |                |           |                   |   |          
|Total assets                                                                                                                                | $              | 5,537     |                   | $ | 7,002    
|                                                                                                                                            |                |           |                   |   |          
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                                                       |                |           |                   |   |          
|Current liabilities                                                                                                                         |                |           |                   |   |          
|Accounts payable and accrued expenses                                                                                                       | $              | 95,088    |                   | $ | 94,869   
|Due to affiliate                                                                                                                            |                | 71,355    |                   |   | 42,558   
|Total current liabilities                                                                                                                   |                | 166,443   |                   |   | 137,427  
|                                                                                                                                            |                |           |                   |   |          
|Commitments and contingencies                                                                                                               |                |           |                   |   |          
|                                                                                                                                            |                |           |                   |   |          
|Shareholders deficit                                                                                                                       |                |           |                   |   |          
|Preferred shares, no par value; 5,000,000 shares authorized; no shares issued and outstanding at March 31, 2013 and December 31, 2012       |                |          |                   |   |         
|                                                                                                                                            |                |           |                   |   |          
|Ordinary shares, no par value, unlimited shares authorized; 2,869,375 shares issued and outstanding at March 31, 2013 and December 31, 2012 |                | 311,372   |                   |   | 311,372  
|                                                                                                                                            |                |           |                   |   |          
|Additional paid-in capital                                                                                                                  |                |          |                   |   |         
|                                                                                                                                            |                |           |                   |   |          
|Accumulated deficit                                                                                                                         |                | (472,278) |                   |   | (441,797)
|Total shareholders deficit                                                                                                                 |                | (160,906) |                   |   | (130,425)
|Total liabilities and shareholders deficit                                                                                                 | $              | 5,537     |                   | $ | 7,002    

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements   3





FlatWorld Acquisition Corp.  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended
March 31, 2013Three Months Ended
March 31, 2012Revenue$$General and administrative expenses30,48163,305Loss from operations(30,481)(63,305)Other income (expenses)Interest and dividend income11,419Total other income11,419Net loss attributable to ordinary shareholders$(30,481)$(51,886)Weighted average number of ordinary shares outstanding, basic and diluted2,869,3752,869,375Net loss per ordinary share attributable to ordinary shareholders, basic and diluted$(0.01)$(0.02)  The accompanying notes are an integral part of the unaudited condensed consolidated financial statements                      4





FlatWorld Acquisition Corp. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS DEFICIT For the three months ended March 31, 2013. (Unaudited)


|                                               |                 |  |               |         |                            |   |                     |  |                       |           |  |   |           |  |  |  | 
|---------------------------------------------- | --------------- |  | ------------- | ------- | -------------------------- | - | ------------------- |  | --------------------- | --------- |  | - | --------- |  |  |  | 
|                                               |                 |  |               |         |                            |   |                    
|                                               | Ordinary Shares |  |               |         |                            |   | Total              
|                                               | Shares          |  | Amount no par |         | Additional paid-in capital |   | Accumulated Deficit |  | shareholders deficit
|                                               |                 |  |               |         |                            |   |                     |  |                       |           |  |   |          
|                                               |                 |  |               |         |                            |   |                     |  |                       |           |  |   |          
|Balances, December 31, 2012                    | 2,869,375       |  | $             | 311,372 |                            | $ |                    |  | $                     | (441,797) |  | $ | (130,425)
|                                               |                 |  |               |         |                            |   |                     |  |                       |           |  |   |          
|Net loss attributable to ordinary shareholders |                |  |               |        |                            |   |                    |  |                       | (30,481)  |  |   | (30,481) 
|                                               |                 |  |               |         |                            |   |                     |  |                       |           |  |   |          
|Balances, March 31, 2013                       | 2,869,375       |  | $             | 311,372 |                            | $ |                    |  | $                     | (472,278) |  | $ | (160,906)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements   5





FlatWorld Acquisition Corp. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended
March 31,  2013Three Months Ended
March 31,  2012Cash Flows from Operating ActivitiesNet loss attributable to ordinary shareholders$(30,481)$(51,886)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 assets1,3752,961Increase in due to affiliate28,79759,765Increase (decrease) in accounts payable and accrued expenses219(12,200)Net cash used in operating activities(90)(1,361)Cash Flows from Investing ActivitiesNet cash provided by investing activitiesCash Flows from Financing ActivitiesNet cash provided by financing activitiesNet decrease in cash and cash equivalents(90)(1,361)Cash and cash equivalents at beginning of the period1,502165,870Cash and cash equivalents at end of the period$1,412$164,509Supplemental disclosure of cash flow informationCash paid during the period for:Interest$$Income taxes$$Supplemental disclosure of non-cash investing and financing activities:$$  The accompanying notes are an integral part of the unaudited condensed consolidated financial statements   6


FlatWorld Acquisition Corp. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Three months ended March 31, 2013 and 2012 (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  7     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. Going concern consideration The accompanying (a) condensed consolidated balance sheet as of December 31, 2012, 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, 2013, the Company had $1,412 in cash, current liabilities of $166,443 and a working capital deficit (current liabilities minus current assets) of $160,906. 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.  8     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, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2012 consolidated financial statements and footnotes thereto included in the Company's SEC Form 10-K filed on April 16, 2013. 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, 2013, 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 G  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  9     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, 2013 as there were no deferred tax assets at that date.  10     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, 2013. 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, 2013. 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  INITIAL PUBLIC OFFERING 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. Each Warrant entitled the holder to purchase one Ordinary Share at a price of $11.00. 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. On July 26, 2012, FlatWorld and its wholly owned subsidiary FTWA Orchid Merger Sub LLC, FWAC Holdings Limited, Orchid Island Capital, Inc., Bimini Capital, 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 the Schedule TO with the SEC on July 30, 2012. 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, at 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 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 which the Companys wholly owned subsidiary Merger Sub would have effected the Merger with Orchid Island Capital, Inc., were not satisfied. As of September 9, 2012, FlatWorld terminated the Agreement and Plan of Reorganization and decided not to 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 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 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  11     meeting and voting by person or by proxy voted in favor of the Amendment Proposal.  The Company filed its Ninth Amended and Restated Memorandum and Articles of Association with the Registrar to become effective as of December 21, 2012. NOTE D  RELATED PARTY TRANSACTIONS The Company entered into an unsecured promissory note with the Companys sponsor in an aggregate principal amount of $125,000 on July 9, 2010. The note did not bear interest. The note was payable on the earlier of (i) July 9, 2011 or (ii) the date of the consummation of the IPO. This promissory note was repaid on December 15, 2010. During the period, an affiliate of the Company paid certain vendor bills on behalf of the Company in the amount of $37,700.  The advance was non-interest bearing and payable upon the earlier of July 9, 2011 or upon consummation of the IPO. This amount was repaid on August 23, 2010. The sponsor purchased on December 12, 2010, in a private placement, 2,000,000 warrants prior to the IPO at a price of $0.75 per warrant (a purchase price of $1,500,000) from the Company. Based on the observable market prices, the Company believes that the purchase price of $0.75 per warrant for such warrants exceeded the fair value of such warrants on the date of the purchase. The valuation was based on comparable IPOs by blank check companies in 2009 and 2010. The Sponsor agreed that the warrants purchased by it would not be sold or transferred until 30 days following consummation of a Business Transaction, subject to certain limited exceptions. Because the Company did not complete a Business Transaction, the proceeds were part of the liquidating distribution to the public shareholders and the warrants issued to the sponsor expired worthless. Prior to the Distribution, the Company classified the private placement warrants within permanent equity as additional paid-in capital in accordance with FASB ASC 815 derivatives and hedging. 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 FWC Management Services Agreement. Through March 31, 2013, $202,500 has been incurred under this agreement, of which $150,000 has been paid and $52,500 remains outstanding under due to affiliate. As of March 31, 2013, there was a total balance of $71,355 due to affiliates of the Company for advancing money to settle certain vendor bills on behalf of the Company, $52,500 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 E  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. The IPO proceeds included a contingent fee equal to 3.75% of the sum of: (i) the gross proceeds of the IPO (less any amounts redeemed by investors pursuant to any redemption, cash conversion right or privately negotiated transaction) and (ii) the gross proceeds from any new equity raised, payable to Rodman & Renshaw and/or such other firms, if any, who may have been instrumental in advising us in connection with the consummation of the Companys initial Business Transaction. If no amount was redeemed by investors pursuant to any redemption, cash conversion right or privately negotiated transaction, the deferred underwriting fee would have been $860,812 and $825,000 as of December 31, 2011 and December 31, 2010, respectively. Had the maximum number of shares subject to possible redemptions been redeemed, the deferred underwriting fee would have been $182,638 and $181,253, and was included in the balance sheet as of December 31, 2011 and December 31, 2010, respectively. 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  12     $616,913 to $25,000 which resulted in a gain of $25,000 due to the settlement of a liability.  In addition to the aforementioned legal fees of $25,000, the Company had approximately $70,088 of vendor invoices for professional services classified as accounts payable on its unaudited condensed consolidated balance sheet as of March 31, 2013. The Company also issued a unit purchase option, for $100, to Rodman & Renshaw, LLC (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. Pursuant to an amendment to the Underwriting Agreement entered into as of July 24, 2012 between FlatWorld and its underwriters, such underwriters have agreed to waive all deferred underwriting fee due and payable in the event of the consummation of the Merger pursuant to the Underwriting Agreement entered into as of December 9, 2010. 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. 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 F WARRANTS AND OPTIONS Warrants As of March 31, 2013, the Company had no outstanding warrants as the Warrants, as well as the Insider Warrants, expired worthless on September 9, 2012. Options 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, 2013 the option to purchase 88,000 Units remained outstanding.   13     NOTE G  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, 2013. The Company is authorized to issue unlimited ordinary shares with no par value. As of March 31, 2013, the Company had 2,869,375 ordinary shares issued and outstanding. On July 9, 2010, the Company issued to its sponsor 1,078,125 ordinary shares for an aggregate amount of $25,000 in cash. On October 8, 2010, the Company effected a share combination (reverse stock split) of its issued and outstanding ordinary shares, with each ordinary share being combined into 0.933333 ordinary shares. On November 9, 2010, the Company effected another share combination (reverse stock split) of its issued and outstanding ordinary shares, with each ordinary share being combined into 0.5714286 ordinary shares. On December 9, 2010, the Company effected a 1.1 for 1 share split (forward) of its issued and outstanding ordinary shares. As a result, the Companys sponsor (and sole shareholder) was left with 632,500 ordinary shares (up to 82,500 of which were subjected to forfeiture if the underwriters over-allotment option was not exercised in full). On January 25, 2011, the Company redeemed from its sponsor, at nominal cost, an aggregate of 58,625 ordinary shares. The Company redeemed these ordinary shares in order to maintain the sponsors 20% ownership interest in the Company after giving effect to partial exercise of the underwriters over-allotment option. All share information in the Companys financial statements have been retroactively restated for the effect of the share splits. The sponsor has agreed that the ordinary shares purchased by it prior to consummation of the Offering will not be sold or transferred until one year following consummation of a Business Transaction, subject to certain limited exceptions. 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 H  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. The Fair Value of Investments at March 31, 2012 was $23,374,786.  As of March 31, 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 I  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. The following table presents information about the Companys assets that are measured at fair value on a recurring basis as of March 31, 2012 and 2013, and indicates the fair value hierarchy of the valuation techniques the  14     Company utilized to determine such fair value. In general, fair values determined by Level 1 utilize quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:


|                                      |                              |   |                                                                |   |                                               |  |                                           |   |  |   |  
|------------------------------------- | ---------------------------- | - | -------------------------------------------------------------- | - | --------------------------------------------- |  | ----------------------------------------- | - |  | - | -
|Description                           | Balance as of
March 31, 2013 |   | Quoted Prices in Active Markets for Identical Assets
(Level 1) |   | Significant Other Observable Inputs
(Level 2) |  | Significant Unobservable Inputs
(Level 3)
|Assets:                               |                              |   |                                                                |   |                                               |  |                                           |   |  |   |  
|Restricted cash held in trust account | $                            |  |                                                                | $ |                                              |  | $                                         |  |  | $ | 




|                                      |                               |            |                                                                |   |                                               |  |                                           |   |  |   |  
|------------------------------------- | ----------------------------- | ---------- | -------------------------------------------------------------- | - | --------------------------------------------- |  | ----------------------------------------- | - |  | - | -
|Description                           | Balance as of
March  31, 2012 |            | Quoted Prices in Active Markets for Identical Assets
(Level 1) |   | Significant Other Observable Inputs
(Level 2) |  | Significant Unobservable Inputs
(Level 3)
|Assets:                               |                               |            |                                                                |   |                                               |  |                                           |   |  |   |  
|Restricted cash held in trust account | $                             | 23,374,786 |                                                                | $ | 23,374,786                                    |  | $                                         |  |  | $ | 

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, 2013, we had $1,412 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.  15     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; ·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, 2013, we had net loss of $30,481 consisting solely of expenses of $30,481. For the prior three months ended March 31, 2012, we had a net loss of $51,886 consisting of expenses of $63,305 and interest income of $11,419.   The decrease in interest income earned during three months ended March 31, 2012 to three months ended March 31, 2013 was attributable to the fact that Company did not have any interest bearing investments during the three months ended March 31, 2103. Liquidity and Capital Resources As of March 31, 2013, we had $1,412 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  16     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 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, 2013, we used cash of $90 in operating activities which was attributable to a decrease in prepaid expense and other asset of $1,375, an increase in money due to affiliate of $28,797 advanced to the Company to settle certain vendor bills on behalf of the Company, payables of $219, together with a net loss for the period of $30,481. The net decrease in cash for three months ending March 31, 2103 was $90. We started with a cash balance of $1,502 as of January 1, 2013. We ended the period at March 31, 2103 with a cash balance of $1,412. We do not believe that the $1,412 in funds available to us as of March 31, 2103 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,  17     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. 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 FWC Management Services Ltd, an entity controlled by two 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 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. In addition to such legal fees of $25,000, the Company had approximately $70,088 of vendor invoices for professional services classified as accounts payable on its balance sheet as of March 31, 2103. 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, 2103, the Company did not have any dilutive  18     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 G  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. As of March 31, 2102, 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, 2103, 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.  19     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, 2103 as there were no deferred tax assets at that date.  20     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, 2103. 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, 2103. 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, 2103. 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, 2012. Our exposures to market risk have not changed materially since December 31, 2012. 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, 2013 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, 2012, 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, 2012, except the Company may disclose changes to such factors or disclose additional factors from time to time in its future filings with the SEC.   21     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. Change in Registrants Certifying Accountant On March 18, 2013, the Board of Directors of the Company determined to dismiss Rothstein, Kass & Company, P.C. (Rothstein Kass) as the independent registered public accounting firm of the Company.  Effective March 18, 2013, our Board approved the appointment of RBSM LLP (RBSM) as the Companys new independent registered public accounting firm. Except as noted in our current report on Form 8-K filed with the SEC on March 28th, 2013, the reports of Rothstein Kass on our financial statements for the year ended December 31, 2011 and the periods from June 25, 2010 (date of inception) to December 31, 2010 and June 25, 2010 (date of inception) to December 31, 2011 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles except that Rothstein Kasss audit report for the year ended December 31, 2011 stated that certain conditions raised substantial doubt about the Companys ability to continue as a going concern due to the mandatory liquidation requirement if a certain business combination was not consumed by a certain date, and that the financial statements do not include any adjustments to reflect the possible effects that may result from the outcome of this uncertainty. ITEM 6. EXHIBITS. (a) Exhibits Exhibit No.Description16.1Letter from Rothstein Kass to the Securities and Exchange Commission dated, March 27, 2013. (1)31.1Certification 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*31.2Certification 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*32.1Certification 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)*101Interactive Data File** (1) Incorporated by reference to the registrants current report on Form 8-K filed on March 28, 2013. (*) Filed herewith. (**)  To be filed by amendment.  22     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.


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|             | FLATWORLD ACQUISITION CORP.
|             |                             |                                      
|May 15, 2013 | By:                         | /s/ Jeffrey A. Valenty               
|             |                             | Jeffrey A. Valenty                   
|             |                             | President and Chief Financial Officer
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|May 15, 2013 | By:                         | /s/ Raj K. Gupta                     
|             |                             | Raj K. Gupta                         
|             |                             | Chief Executive Officer              
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