Item 1.
Business
General
SMSA Crane Acquisition Corp. was organized on September 9, 2009 as a Nevada corporation to effect the reincorporation of Senior Management Services of Crane, Inc., a Texas corporation, mandated by the plan of reorganization discussed below.
The Company's emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 caused a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity's fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post-bankruptcy, had no significant assets, liabilities or operating activities. Therefore, the Company is a shell company as defined in Rule 405 under the Securities Act of 1933, and Rule 12b-2 under the Securities Exchange Act of 1934.
On August 29, 2013, Coquí Radio Pharmaceuticals, Corp. ("Coquí" or the "Shareholder") closed a transaction through which Coquí purchased 9,500,000 outstanding shares of common stock and agreed to purchase an additional 400,000 outstanding shares of common stock of the Company from existing shareholders in a private transaction in exchange for $280,000. The additional 400,000 shares were subsequently acquired on October 24, 2013 and Coquí became the majority controlling stockholder of the Company.
The Company was contemplating a possible merger by the Company and Coquí, the Shareholder, however these merger plans were cancelled. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation. The Company is not restricting its potential target companies to any specific business, industry or geographical location. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
During the period from January 2017 to March, 2017, Coqui entered into an Exchange Agreement with 48 investors (“Coqui Shareholders”) who previously acquired shares of common stock, par value of $0.001 per share of our Company (the “SMSA Crane Shares”), in a private placement from SMSA Crane, at a price of $3.31 per share. The 48 investors agreed to exchange their SMSA Crane Shares for an equal value of shares of Coqui’s common stock, par value $0.1 per share (the “Coqui Shares”), and Coqui agreed to proceed with the proposed exchange. As a result, 1,663,443 SMSA Crane Shares and 151,300 warrants issued to the placement agent were exchanged for Coqui Shares and warrants and were cancelled.
On April 5, 2017, the Board of Directors approved the cancellation of 1,611,743 SMSA Crane Shares held by the Coqui Shareholders and the cancellation of 51,700 SMSA Crane Shares that were issuable to three Coqui Shareholders but that were not yet issued and recorded as outstanding by the Company’s transfer agent as of the date of the Exchange Agreement.
On May 16, 2017, the Board of Directors approved the issuance of 47,490 shares of its common shares to Coquí, based on the private placement share price of $3.31, in satisfaction for the debt owed to Coqui of $157,195.
The total number of outstanding shares of the Company, as of the date of this filing, was 10,047,495 common shares and the number of stock warrants outstanding was zero, after the exchange above.
Employees
We have no employees. Our Chief Executive Officer and sole director, Ms. Carmen I. Bigles, is responsible for managing our administrative affairs, including our reporting obligations pursuant to the requirements of the Exchange Act. It is anticipated that Ms. Carmen I. Bigles may engage consultants, attorneys and accountants as necessary for us to conduct our business operations and to implement and successfully complete a business combination transaction with an existing company. We do not anticipate employing any full-time employees unless and until we consummate a business combination transaction.
Item 1A.
Item 1A.
Risk Factors
Smaller reporting companies are not required to provide the information required by this item.
Item 1B.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Item 2.
Properties
The Company currently maintains a mailing address at 1172 South Dixie Highway, Suite 335, Coral Gables, FL 33146. The Company's telephone number there is (787) 685-5046. Other than this mailing address, the Company does not currently maintain any other office facilities, and does not anticipate the need for maintaining office facilities at any time in the foreseeable future prior to consummating a business combination with an existing company. The Company pays no rent or other fees for the use of the mailing address as these offices are used virtually full-time by Coquí, our Shareholder.
Item 3.
Item 3.
Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
Item 4.
Item 4.
Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
There is no public trading market for our securities. Our shares are eligible for quotation on the OTC Bulletin Board under the symbol "SSCR". As of the date of this filing, there has been no known trading in the Company's common stock.
Holders
As of June 5, 2017, there were a total of 10,047,495 shares of our common stock held by approximately 511 stockholders of record. There are no shares of our preferred stock outstanding at the date of this Report.
Capital Stock
Our authorized capital stock consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. Each share of common stock entitles a stockholder to one vote on all matters upon which stockholders are permitted to vote. No stockholder has any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us, and no stockholder has any right to convert the common stock into other securities. No shares of common stock are subject to redemption or any sinking fund provisions. All the outstanding shares of our common stock are fully paid and non-assessable. Subject to the rights of the holders of the preferred stock, if any, our stockholders of common stock are entitled to dividends when, as and if declared by our board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to stockholders. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.
Pursuant to our Articles of Incorporation, our board has the authority, without further stockholder approval, to provide for the issuance of up to 10,000,000 shares of our preferred stock in one or more series and to determine the dividend rights, conversion rights, voting rights, rights in terms of redemption, liquidation preferences, the number of shares constituting any such series and the designation of such series. Our board has the power to afford preferences, powers and rights (including voting rights) to the holders of any preferred stock preferences, such rights and preferences being senior to the rights of holders of common stock. No shares of our preferred stock are currently outstanding. Although we have no present intention to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, may have the effect of delaying, deferring or preventing a change in control of our Company.
Provisions Having A Possible Anti-Takeover Effect
Our Articles of Incorporation and Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board and in the policies formulated by our board and to discourage certain types of transactions which may involve an actual or threatened change of our control. Our board is authorized to adopt, alter, amend and repeal our Bylaws or to adopt new Bylaws. In addition, our board has the authority, without further action by our stockholders, to issue up to 10 million shares of our preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. The issuance of our preferred stock or additional shares of common stock could adversely affect the voting power of the holders of common stock and could have the effect of delaying, deferring or preventing a change in our control.
Securities Eligible for Future Sale
We relied, based on the confirmation order we received from the Bankruptcy Court, on Section 1145(a) (1) of the Bankruptcy Code to exempt from the registration requirements of the Securities Act both the offer of the 500,005 plan shares, which may have been deemed to have occurred through the solicitation of acceptances of the plan of reorganization, and the issuance of the plan shares pursuant to the plan of reorganization. In general, offers and sales of securities made in reliance on the exemption afforded under Section 1145(a)(1) of the Bankruptcy Code are deemed to be made in a public offering, so that the recipients thereof are free to resell such securities without registration under the Securities Act.
Restricted Securities and Rule 144
We currently have 10,047,495 outstanding shares which may be deemed restricted securities as defined in Rule 144. Generally, restricted securities can be resold under Rule 144 once they have been held for the required statutory period, provided that the securities satisfy the current public information requirements of the rule. However, because we qualify as a "shell" company under applicable SEC rules, our shareholders may not rely on Rule 144 to resale restricted shares of our common stock until we have ceased to be a "shell" company for at least one year, among other requirements. In addition, since Coquí beneficially owns the 9,947,490 shares and is an affiliate of the Company, there are further limits on its ability to sell the shares under Rule 144.
Recent Sales of Unregistered Securities
On May 16, 2017, the Board of Directors approved the issuance of 47,490 shares of the Company’s common shares to Coquí, based on the private placement share price of $3.31, in satisfaction for the debt owed to Coqui of $157,195. The issuance of such sharews was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.
Dividends
Dividends, if any, will be contingent upon the Company's revenues and earnings, if any, and capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of the Company's Board of Directors. The Company presently intends to retain all earnings, if any, and accordingly the Board of Directors does not anticipate declaring any dividends prior to a business combination with an existing company.
Transfer Agent
Our independent stock transfer agent is Securities Transfer Corporation, located in Frisco, Texas. The mailing address and telephone number are: 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034; (469) 633-0101.
Reports to Stockholders
The Company plans to make available to its stockholders an annual report for each fiscal year ending December 31 containing financial statements audited by its registered independent public accounting firm. The Company intends to maintain compliance with the periodic reporting requirements of the Exchange Act.
Item 6.
Item 6.
Selected Financial Data
Not applicable.
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Caution Regarding Forward-Looking Information
Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, as well as statements describing any proposed business combinations, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include the ability of the Company to find an existing company seeking the perceived advantages of being a publicly traded corporation and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Overview of Our Future Business
The Company was contemplating a possible merger by the Company and Coquí, the Shareholder. In 2013, Coquí, the Shareholder, acquired control of the Company by purchasing 9,900,000 shares of common stock in a private transaction.
The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation. The Company is not restricting its potential target companies to any specific business, industry or geographical location. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock, the minimum amount offered, in a private placement to accredited investors for gross proceeds of $3,068,370 and issued 91,843 shares to Pariter, the placement agent. The net proceeds to the Company from the offering were $2,941,939. On April 28, 2014 the Company closed on the sale of 368,000 shares of common stock in a private placement to accredited investors for gross proceeds of $1,218,080 and issued 36,800 shares to Pariter. The net proceeds to the Company from the offering, including all offering costs, were $1,158,356. On August 25, 2014, the Company closed on the sale of 171,000 shares of common stock in a private placement to accredited investors for gross proceeds of $566,010. The net proceeds to the Company from the offering, including all offering costs were $498,183.
On December 9, 2014, the Company closed on the sale of 47,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $155,570 and issued 4,700 shares to Pariter. The net proceeds to the Company from the offering, including all offering costs were $147,482.
The total net proceeds from our private placements was approximately $4,747,000.The net proceeds of the Company's private placements were distributed to Coquí, the Shareholder and used, primarily by the Shareholder, for preparing an environmental report on the site where Coquí's proposed facility was to be located, paying Nuclear Regulatory Commission ("NRC") counsel, hiring contractors to begin preliminary work on the facility prior to receiving any NRC licensing, and for general working capital purposes. The Shareholder, Coqui has utilized the funds in pursuit of its business plan and therefore its ability to fund the Company is limited. The Company wrote off its receivable from Coquí as a distribution of additional paid-in capital.
The Company's ultimate continued existence is dependent upon its ability to generate sufficient cash flows to continue its reporting obligations to the Securities and Exchange Commission on a timely basis, which may or may not result in a business combination through the acquisition of, or merger with, an existing company. The Company faces considerable risk in its business plan and a potential shortfall of funding due the potential inability to raise capital in the equity securities market. If adequate operating capital and/or cash flows are not received during the next twelve months, the Company could become dormant until such time as necessary funds could be raised.
Results of Operations
For the years ended December 31, 2016 and 2015
Revenue
The Company had no revenue for the years ended December 31, 2016 or 2015 respectively.
Operating Expenses
The following table presents our total operating expenses for the years ended December 31, 2016 or 2015:
Operating expenses consist mostly of professional services. Professional services are comprised of outside legal, audit and accounting services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in other general and administrative costs in 2016 was mainly due to the decrease in professional fees due to the Company not filing with the Securities and Exchange Commission in 2016.
Net loss per share for the years ended December 31, 2016 and 2015 was approximately $(0.00) and $(0.01), respectively based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
For the nine month periods ended September 30, 2016 and 2015
Revenue
The Company had no revenue for the nine month periods ended September 30, 2016 or 2015 respectively.
Operating Expenses
The following table presents our total operating expenses for the nine months ended September 30, 2016 and 2015:
Operating expenses consist mostly of legal and professional services fees which directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in operating expenses in 2016 was mainly due to the decrease in professional fees due to the Company not filing with the Securities and Exchange Commission in 2016.
Net loss per share for the nine months ended September 30, 2016 and 2015 was approximately $(0.00) and $(0.00), respectively based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
For the three months ended September 30, 2016 and 2015
Revenue
The Company had no revenue for the three months ended September 30, 2016 and 2015 respectively.
Operating Expenses
The following table presents our total operating expenses for the three months ended September 30, 2016 and 2015:
Operating expenses consist mostly of professional services fees which directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in operating expenses in 2016 was mainly due to the Company not filing with the Securities and Exchange Commission in 2016.
Net loss per share for the three months ended September 30, 2016 and 2015 was approximately $(0.00) and $(0.00), respectively based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
For the six month periods ended June 30, 2016 and 2015
Revenue
The Company had no revenue for the six month periods ended June 30, 2016 or 2015 respectively.
Operating Expenses
The following table presents our total operating expenses for the six months ended June 30, 2016 and 2015:
Operating expenses consist mostly of professional services fees which directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in operating expenses in 2016 was mainly due to the Company not filing with the Securities and Exchange Commission in 2016.
Net loss per share for the six months ended June 30, 2016 and 2015 was approximately $(0.00) and $(0.00), respectively based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
For the three months ended June 30, 2016 and 2015
Revenue
The Company had no revenue for the three months ended June 30, 2016 and 2015 respectively.
Operating Expenses
The following table presents our total operating expenses for the three months ended June 30, 2016 and 2015:
Operating expenses consist mostly of professional services fees which directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in operating expenses in 2016 was mainly due to the Company not filing with the Securities and Exchange Commission in 2016.
Net loss per share for the three months ended June 30, 2016 and 2015 was approximately $(0.00) and $(0.00), respectively based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
For the three months ended March 31, 2016 and 2015
Revenue
The Company had no revenue for the three months ended March 31, 2016 and 2015 respectively.
Operating Expenses
The following table presents our total operating expenses for the three months ended March 31, 2016 and 2015:
Operating expenses consist mostly of professional services. Professional services are comprised of outside legal, audit and accounting services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in other general and administrative costs in 2016 was mainly due to the Company not filing with the Securities and Exchange Commission in 2016.
Net loss per share for the three months ended March 31, 2016 and 2015 was approximately $(0.00) and $(0.00), respectively based on the weighted-average shares issued and outstanding.
It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.
Liquidity and Capital Resources
Since its inception, the Company has financed its cash requirements from the sale of common stock and advances from related parties. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.
We believe the Company will need additional resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern. As of December 31, 2016 and 2015, the Company has an accumulated deficit of approximately $306,000 and $289,000, respectively. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.
The ability of the Company to continue as a going concern is dependent upon, among other things, obtaining additional financing to continue its filings with the Securities and Exchange Commission in 2017. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The following table provides detailed information about our net cash flow for years presented in this Report.
Cash Flow
Operating Activities
Cash used in operating activities for the year ended December 31, 2016, consisted of net loss as well as the effect of changes in working capital, as compared to 2015 was decreased by $7,157. The decrease in cash used in operating activities was due to the decrease in net loss in 2016 of $62,121. This decrease was offset by the decrease in accounts payable and accrued expenses of $54,964.
Investing Activities
Net cash provided by our investing activities for the year ended December 31, 2016 and 2015 was $0.
Financing Activities
Net cash provided by our financing activities for the year ended December 31, 2016, as compared to 2015 was decreased by $7,157. This decrease was due to decrease in advance from Shareholder of $1,752 and a decrease in a loan from a related party of $5,405.
See Note L of the Notes to our Financial Statements included in this Annual Report on Form 10-K for information regarding the Company's private placements.
Pending our completion of a future potential business combination, we are not conducting any business activities. Our only operating activities are to comply with Securities and Exchange Commission reporting requirements and to seek to complete a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation. We have no liquidity having loaned all of our cash to Coquí, the Shareholder, which was subsequently written off the books and recorded as a reduction to additional paid-in capital...
Critical Accounting Policies and Estimates
The SEC issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following significant policies as critical to the understanding of our financial statements.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.
Our management expects to make judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition.
Our significant accounting policies are summarized in Note D of our financial statements. While all these significant accounting policies impact our 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 financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes 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 results of operations, financial position or liquidity for the periods presented in this report.
Contingencies
Management assesses the probability of loss for certain contingencies and accrues a liability and/or discloses the relevant circumstances, as appropriate. Management discloses any liability which, taken as a whole, may have a material adverse effect on the financial condition of the Company.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Smaller reporting companies are not required to provide the information required by this item.
Item 8.
Item 8.
Financial Statements and Supplementary Data
The required financial statements begin on page of this document.
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no disagreements or reportable events required to be disclosed under Item 304(b) of Regulation S-K.
Item 9A.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive and Financial Officer ("Certifying Officer"), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC. However, our Certifying Officer believes that the financial statements included in this Report fairly present, in all material respects, our financial condition and results of operations for the respective periods presented.
Management's Annual Report on Internal Control over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Internal control over financial reporting is defined under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
--
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
--
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
--
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.
Management's assessment of the effectiveness of the Company's internal control over financial reporting is as of the years ended December 31, 2016 and 2015. As we are classified as a shell company and only have a sole officer and director, the Company's internal controls are deficient for the following reasons: (1) there are no entity level controls because there is only one person serving in the dual capacity of sole officer and sole director, (2) there are no segregation of duties as that same person approves and directs the payment of the Company's bills, and (3) there is no separate audit committee. As a result, the Company's internal controls have an inherent weakness which may increase the risks of errors in financial reporting under current operations and accordingly are deficient. Based on our evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2016 and 2015.
This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting, pursuant to the current appropriate laws and regulations.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Item 9B.
Item 9B.
Other Information
None.
PART III
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance
The directors and executive officers serving the Company are as follows:
Name
Age
Position Held and Tenure
Ms. Carmen I. Bigles
President, Chief Executive Officer,
Chief Financial Officer, Secretary and Director
Biographical Information
Ms. Carmen I. Bigles has served as the Chief Executive Officer of Coquí Radio Pharmaceuticals, Corp., a Puerto Rican corporation and the Company's largest shareholder, since its inception in September 2009. From April 2006 until March 1, 2014, Ms. Carmen I. Bigles also served as the Chief Financial Officer and Administrator of Caribbean Radiation Oncology Center, a cancer treatment medical facility located in Puerto Rico. Prior to April 2006, Ms. Carmen I. Bigles worked as a design professor at the University of Miami and as a project coordinator with Gresham Smith and Partners. Ms. Carmen I. Bigles received a master's degree in Architecture and a master's degree in Suburb and Town Design from the University of Miami School of Architecture, and a bachelor's degree in Mathematics from the Interamerican University in Puerto Rico. Ms. Carmen I. Bigles is 44 years old. Ms. Carmen I. Bigles is sister of Mr. Burckhart, our former Chief Executive Officer.
Director Independence
Ms. Carmen I. Bigles, our sole director, is not independent in accordance with the listing standards of the NASDAQ Stock Exchange and the Securities and Exchange Commission.
Meetings and Committees of the Board
Our Board held no formal meetings during the fiscal years ended December 31, 2016 and 2015. We do not presently have a policy regarding director attendance at meetings.
We do not currently have standing audit, nominating or compensation committees, or committees performing similar functions. Due to the size of our board, our Board of Directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors. We do not have an audit, nominating or compensation committee charter as we do not currently have such committees. We do not have a policy for electing members to the Board of Directors, we have not adopted any procedures by which security holders may recommend nominees to the Board of Directors and we do not have a diversity policy.
Audit Committee
As discussed above, our Board of Directors has not established a separate audit committee within the meaning of the Exchange Act. Instead, the entire Board acts as the audit committee and will continue to do so for the foreseeable future.
Code of Ethics
We have not adopted a Code of Ethics because we have only a single employee and do not believe a Code of Ethics is necessary at this time.
Indemnification of Officers and Directors
We have the authority under the Nevada General Corporation Law to indemnify our directors and officers to the extent provided for in such statute. Set forth below is a discussion of Nevada law regarding indemnification which we believe discloses the material aspects of such law on this subject. The Nevada law provides, in part, that a corporation may indemnify a director or officer or other person who was, is or is threatened to be made a named defendant or respondent in a proceeding because such person is or was a director, officer, employee or agent of the corporation, if it is determined that such person:
*
conducted himself in good faith;
*
reasonably believed, in the case of conduct in his official capacity as a director or officer of the corporation, that his conduct was in the corporation's best interest and, in all other cases, that his conduct was at least not opposed to the corporation's best interests; and
*
in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful.
A corporation may indemnify a person under the Nevada law against judgments, penalties, including excise and similar taxes, fines, settlement, unreasonable expenses actually incurred by the person in connection with the proceeding. If the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation. The corporation may also pay or reimburse expenses incurred by a person in connection with his appearance as witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding.
Our Articles of Incorporation provide that none of our directors shall be personally liable to us or our stockholders for monetary damages for an act or omission in such directors' capacity as a director; provided, however, that the liability of such director is not limited to the extent that such director is found liable for (a) a breach of the directors' duty of loyalty to us or our stockholders, (b) an act or omission not in good faith that constitutes a breach of duty of the director to us or an act or omission that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, or (d) an act or omission for which the liability of the director is expressly provided under Nevada law. Limitations on liability provided for in our Articles of Incorporation do not restrict the availability of non-monetary remedies and do not affect a director's responsibility under any other law, such as the federal securities laws or state or federal environmental laws.
We believe that these provisions will assist us in attracting and retaining qualified individuals to serve as executive officers and directors. The inclusion of these provisions in our Articles of Incorporation may have the effect of reducing a likelihood of derivative litigation against our directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefitted us or our stockholders.
Our Bylaws provide that we will indemnify our directors to the fullest extent provided by Nevada General Corporation Law and we may, if and to the extent authorized by our Board of Directors, so indemnify our officers and other persons whom we have the power to indemnify against liability, reasonable expense or other matters.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by such director, officer, or controlling person, we will (unless in the opinion of our counsel the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our executive officers and directors and person who own more than 10% of our common stock to file reports regarding ownership of and transactions in our securities with the Commission and to provide us with copies of those filings. Based solely on our review of the copies received by or a written representation from certain reporting persons, we believe that during the fiscal year ended December 31, 2016, all eligible persons were in compliance with the requirements of Section 16(a).
Conflicts of Interest
Ms. Carmen I. Bigles's family members serve as executive officers and directors of Coquí, the Company's largest shareholder, which beneficially owns approximately 99% of the Company's outstanding common stock as of the date of this Report. In addition, Ms. Carmen I. Bigles and her family members are Coquí shareholders. See "Item 10 - Directors, Executive Officers and Corporate Governance" above. Consequently, if, in the future, the interests of the Company conflict with the interests of Coquí, Ms. Carmen I. Bigles may not be able to serve the Company as Chief Executive Officer and director in an unbiased manner.
Involvement in Certain Material Legal Proceedings
None
Item 11.
Item 11.
Executive Compensation
The following information is related to the compensation paid, distributed or accrued by us to those persons serving as our Chief Executive Officer (principal executive officer) during 2016, consisting of our current Chief Executive Officer, Ms. Carmen I. Bigles. We refer to these persons as the "Named Executive Officers." During 2016, no other individual served as an executive officer, director, or employee of the Company.
No director had received any compensation from the Company. In future periods, the Company anticipates that it will pay compensation to its officer(s) and/or director(s).
SUMMARY COMPENSATION TABLE
The Company has no other executive compensation issues which would require the inclusion of other mandated table disclosures.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of the date of this Report, the number of shares of common stock owned of record and beneficially by the Named Executive Officers, directors and persons who hold 5% or more of the outstanding common stock of the Company. Also included are the shares held by all current executive officers and directors as a group.
-------
(1)
On June 5, 2017, there were 10,047,495 shares of our common stock outstanding and no shares of preferred stock issued and outstanding. We have no outstanding stock options.
(2)
Under applicable Commission rules, a person is deemed the "beneficial owner" of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person's economic interest in the security. Under Commission rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security.
(3)
In determining the percent of voting stock owned by a person on May 17, 2017 (a) the numerator is the number of shares of common stock beneficially owned by the person, including shares the beneficial ownership of which may be acquired within 60 days upon the exercise of options or warrants or conversion of convertible securities, and (b) the denominator is the total of (i) the 10,047,495 shares of common stock outstanding on May 17, 2017, and (ii) any shares of common stock which the person has the right to acquire within 60 days upon the exercise of options or warrants or conversion of convertible securities. Neither the numerator nor the denominator includes shares which may be issued upon the exercise of any other options or the conversion of any other convertible securities.
(4)
Ms. Bigles is the Chief Executive Officer of Coquí Radio Pharmaceutical, Corp. and may be deemed to beneficially own the shares of the Company's stock held thereby. Ms. Bigles disclaims beneficial ownership of such shares except to the extent of her indirect pecuniary interest therein.
Changes in Control
The Company's business plan is to pursue a business combination through the acquisition of, or merger with, an existing company (which may include Coquí, the Shareholder) seeking the perceived advantages of being a publicly traded corporation. The Company is not restricting its potential target companies to any specific business, industry or geographical location. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not have any equity compensation plans.
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
In the last two fiscal years and the period since the end of the last fiscal year, there were no related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K, other than as disclosed in Note F to the financial statements included in this Annual Report.
The Company currently maintains a mailing address at 1172 South Dixie Highway, Suite 335, Coral Gables, FL 33146. The Company's telephone number there is (787) 685-5046. Other than this mailing address, the Company does not currently maintain any other office facilities, and does not anticipate the need for maintaining office facilities at any time in the foreseeable future prior to consummating a business combination with an existing company. The Company pays no rent or other fees for the use of the mailing address as these offices are used virtually full-time by Coquí and Ms. Carmen I. Bigles.
Item 14.
Item 14.
Principal Accounting Fees and Services
The Company paid or accrued the following fees in each of the prior two fiscal years to Salberg & Company, P.A, which served as the Company’s independent registered public accounting firm since March 6, 2014.
As discussed above, the Company has no formal audit committee. The entire Board of Directors, which presently consists of Ms. Carmen I. Bigles, as sole director, acts as the Company's de facto audit committee. All of the services related to audit fees and audit-related fees charged by the Company's independent registered public accounting firms shown in the tables above were pre-approved by the Company. The Company has not adopted a policy with respect to the pre-approval of audit and non-audit services.
None of Salberg & Company, P.A., while serving as the Company's independent registered public accounting firm during the periods specified above, engaged any other persons or firms other than that independent registered public accounting firm's full-time, permanent employees.
PART IV
Item 15.
Item 15.
Exhibits and Financial Statement Schedules -
-------
(1)
Incorporated by reference to the Company's Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 8, 2009.
(2)
Previously filed as Exhibit 10.2 to the Company's Form 10-Q filed May 15, 2015 and incorporated herein by reference.
(3)
Previously filed as Exhibit 10.1 to the Company's Form 8-K filed February 21, 2015 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SMSA Crane Acquisition Corp.
Dated: June 13, 2017
/s/ Carmen I. Bigles
Carmen I. Bigles
Chief Executive Officer
President and Secretary
(Principal Executive Officer and
Principal Financial Officer and
Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates as indicated.
Dated: June 13, 2017
/s/ Carmen I. Bigles
Carmen I. Bigles
Director and Chief Executive Officer,
President and Secretary
(Principal Executive Officer and
Principal Financial Officer and
Principal Accounting Officer)
SMSA Crane Acquisition Corp.
Contents
Heaton & Company, PLLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders of
SMSA Crane Acquisition Corp.
We have audited the accompanying balance sheets of SMSA Crane Acquisition Corp. (the Company) as of December 31, 2016 and 2015, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SMSA Crane Acquisition Corp. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note C to the financial statements, the Company has negative working capital and has not generated revenues to cover operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Heaton & Company, PLLC
Farmington, Utah
June 7, 2017
SMSA Crane Acquisition Corp.
Balance Sheets
December 31, 2016 and 2015
The accompanying notes are an integral part of these financial statements.
SMSA Crane Acquisition Corp.
Statements of Operations
Years ended December 31, 2016 and 2015
The accompanying notes are an integral part of these financial statements.
SMSA Crane Acquisition Corp.
Statement of Changes in Stockholders' Deficit
Years ended December 31, 2016 and 2015
The accompanying notes are an integral part of these financial statements.
SMSA Crane Acquisition Corp.
Statement of Cash Flows
Years ended December 31, 2016 and 2015
The accompanying notes are an integral part of these financial statements.
SMSA Crane Acquisition Corp.
Notes to Financial Statements
December 31, 2016 and 2015
Note A - Background and Description of Business
SMSA Crane Acquisition Corp. was organized on September 9, 2009 as a Nevada corporation to effect the reincorporation of Senior Management Services of Crane, Inc., a Texas corporation, mandated by the plan of reorganization discussed below.
The Company's emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 caused a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity's fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post-bankruptcy, had no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualified as a shell company as defined in Rule 405 under the Securities Act of 1933, and Rule 12b-2 under the Securities Exchange Act of 1934.
On August 29, 2013, Coquí Radio Pharmaceuticals, Corp. ("Coquí") closed a transaction through which Coquí purchased 9,500,000 outstanding shares of common stock and agreed to purchase an additional 400,000 outstanding shares of common stock of the Company from existing shareholders in a private transaction in exchange for $280,000. The additional 400,000 shares were subsequently acquired on October 24, 2013 and Coquí became the majority controlling stockholder of the Company.
The Company was contemplating a possible merger with Coquí. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with another existing company seeking the perceived advantages of being a publicly traded corporation. The Company is not restricting its potential target companies to any specific business, industry or geographical location. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
Note B - Reorganization Under Chapter 11 of the U. S. Bankruptcy Code
The Company's Plan of Reorganization (the "Plan") was confirmed by the United States Bankruptcy Court, Northern District of Texas - Dallas Division on August 1, 2007 and became effective on August 10, 2007. On November 5, 2010, the Company entered into a transaction with Carolyn C. Shelton as discussed in Note A and a Certificate of Compliance with certain bankruptcy confirmation provisions was issued by the Bankruptcy Court on November 10, 2010.
Note C - Going Concern
We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. Our net losses incurred for the year ended December 31, 2016 and 2015, amounted to approximately $17,000 and $79,000, respectively, and working capital (deficits) was approximately $(244,000) and $(228,000), respectively, at December 31, 2016 and 2015. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from related parties or raise additional funds from investors, we may be required to delay, reduce or severely curtail our filings with the Securities and Exchange Commission, which could have a material adverse effect on our financial condition and long-term prospects to find a merger candidate. The Company expects to seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available.
Note D - Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the valuation of deferred tax assets. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Income taxes
The Company files income tax returns in the United States of America and various states, as appropriate and applicable.
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company has adopted the provisions of ASC 740-10 "Accounting for Uncertain Income Tax Positions". The Codification Topic requires the recognition of potential liabilities as a result of management's acceptance of potentially uncertain positions for income tax treatment on a "more-likely-than-not" probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification's Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.
Income (Loss) per share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (consisting of outstanding warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.
As of December 31, 2016, the Company had no outstanding stock warrants, options or convertible securities which could be considered dilutive for purposes of the loss per share calculation. At December 31, 2016 there were 151,300 outstanding common stock warrants, which were issued to Pariter as placement agent to purchase shares of common stock of the Company in 2014 (see Note L), which could dilute future earnings per share.
Recently Adopted Accounting Pronouncements
Going Concern
ASU 2014-15 - “Presentation of Financial Statements-Going Concern-Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance was effective for the Company on December 31, 2016. We have implemented this new accounting standard and we will update our liquidity disclosures as necessary.
Recent Accounting Pronouncements
Recently-Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Income Taxes
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory ("ASU 2016-16"), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its financial statements.
Note E - Fair Value of Financial Instruments and fair value measurements
The carrying amount of cash, accounts payable and accrued expenses and due to stockholder, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.
The carrying amount of due to the Shareholder and accrued liabilities, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.
ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
·
Level 1:
Observable inputs such as quoted prices in active markets;
·
Level 2:
Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
·
Level 3:
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Note F - Distribution to Shareholder and Related Party Transactions
The Company has distributed all of the net proceeds of its private placements to Coquí, which advances have not been documented by any loan agreements or notes. Additionally, the Company's former Chief Executive Officer, who is the brother of the Company's current Chief Executive Officer, was a principal of Pariter which raised capital in the private placements and has received compensation directly from the private placement fees. See Note L.
In 2014, the Company has distributed $4,754,961 of the net proceeds from the sales of its common stock in its private placements to Coquí, which was recorded as distribution to shareholder.
Halter Financial Group, Inc., pursuant to the Plan, managed the $1,000 in cash transferred from the bankruptcy creditor's trust on our behalf until exhausted and contributed additional monies through September 16, 2013 (the date of sale of shares of common stock to Coquí, (see Note A) to support our operations. These amounts have been reflected as a component of additional paid-in capital in the accompanying balance sheets.
Note G - Due to Shareholder
As of December 31, 2016 and December 31, 2015, the Company owes $155,670 and $153,091, respectively, to Coquí, the principal shareholder of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.
Note H - Due to Related Party
As of December 31, 2016 and December 31, 2015, the Company owes $5,405 and $5,405, respectively, to Ms. Carmen I. Bigles, our Chief Executive Officer and sole director of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.
Note I - Concentration of Credit Risk
At times cash deposited with financial institutions may exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2016.
Note J - Contingencies
The Company was contemplating a possible merger by the Company and Coquí, The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation.
Coquí, has informed the Company that Coquí is evaluating various strategic alternatives, which may include the eventual sale of Coquí’s interest in the Company to one or more third parties that would be expected to seek a merger with the Company. Until such time as Coquí, finds a merger candidate, the Company’s ability to pursue a business combination will be limited. The timing of any such determination by Coquí, is uncertain. No assurances can be given that the Company will be successful in pursuing a business combination in the near future or at all.
Note K - Income Taxes
The components of income tax (benefit) expense for each of the years ended December 31, 2016 and 2015 are as follows:
As of December 31, 2016 and 2015, the Company has a net operating loss carryforward of approximately $306,000 and $289,000, respectively, to offset future taxable income. The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than a 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s).
The Company's income tax expense (benefit) for each of the years ended December 31, 2016 and 2015 varied from the statutory rate of 34% as follows:
The Company's only temporary difference due to statutory requirements in the recognition of assets and liabilities for tax and financial reporting purposes, as of December 31, 2016 and 2015, respectively, relate solely to the Company's net operating loss carryforward(s). This difference gives rise to the financial statement carrying amounts and tax bases of assets and liabilities causing either deferred tax assets or liabilities, as necessary, as of December 31, 2016 and 2015, respectively:
During the each of the years ended December 31, 2016 and 2015, respectively, the valuation allowance for the deferred tax asset increased by approximately $6,000 and $27,000, respectively. Open tax years that are subject to IRS examination start from 2013.
Note L- Stockholders' Equity
Pursuant to our Articles of Incorporation, our board has the authority, without further stockholder approval, to provide for the issuance of up to 10,000,000 shares of our preferred stock in one or more series and to determine the dividend rights, conversion rights, voting rights, rights in terms of redemption, liquidation preferences, the number of shares constituting any such series and the designation of such series. Our board has the power to afford preferences, powers and rights (including voting rights) to the holders of any preferred stock preferences, such rights and preferences being senior to the rights of holders of common stock. There were no preferred shares issued and outstanding at December 31, 2016 and 2015. There were 11,663,448 shares of common stock issued and outstanding at December 31, 2016 and 2015.
Private Placement Closing - February 14, 2014
On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock at $3.31 per share, the minimum amount offered, in a private placement to accredited investors for gross proceeds of $3,068,370. Pariter, acting as placement agent, was issued 92,700 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $84,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.5%; volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years.
Private Placement Closing - April 28, 2014
On April 28, 2014 the Company closed on the sale of 368,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $1,218,080. Pariter, acting as placement agent, was issued 36,800 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $34,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.73%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí in 2014.
Private Placement Closing - August 25, 2014
On August 25, 2014, SMSA Crane closed on the sale of 171,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $566,010. Pariter, acting as placement agent, was issued 17,100 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $16,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.69%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed loaned to Coquí, in 2014.
Private Placement Closing - December 9, 2014
On December 9, 2014, SMSA Crane closed on the sale of 47,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $155,570. Pariter, acting as placement agent, was also issued 4,700 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $4,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.63%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí, in 2014.
Stock Warrants
The following table summarizes all warrant activity:
Note M- Subsequent Events
During the period from January 2017 to March, 2017, Coqui entered into an Exchange Agreement with 48 investors (“Coqui Shareholders”) who previously acquired shares of common stock, par value of $0.001 per share of our Company (the “SMSA Crane Shares”), in a private placement from SMSA Crane, at a price of $3.31 per share. The 48 investors agreed to exchange their SMSA Crane Shares for an equal value of shares of Coqui’s common stock, par value $0.1 per share (the “Coqui Shares”), and Coqui agreed to proceed with the proposed exchange. As a result, 1,663,443 SMSA Crane Shares and 151,300 warrants issued to the placement agent were exchanged for Coqui Shares and warrants and were cancelled.
On April 5, 2017, the Board of Directors approved the cancellation of 1,611,743 SMSA Crane Shares held by the Coqui Shareholders and the cancellation of 51,700 SMSA Crane Shares that were issuable to three Coqui Shareholders but that were not yet issued and recorded as outstanding by the Company’s transfer agent as of the date of the Exchange Agreement.
On May 16, 2017, the Board of Directors approved the issuance of 47,490 shares of its common shares to Coquí, based on the private placement share price of $3.31 in satisfaction for the total outstanding debt owed to Coqui of $157,195.
As of the date of this filing, the number of outstanding common shares of SMSA Crane was 10,047,495 common shares and the number of stock warrants outstanding was zero, after the stock and warrant exchanges with Coqui, and Pariter, as disclosed above.
SMSA Crane Acquisition Corp.
Index to the Financial Statements
SMSA Crane Acquisition Corp.
Condensed Balance Sheets
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Condensed Statements of Operations
(Unaudited)
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Condensed Statements of Cash Flows
(Unaudited)
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Condensed Balance Sheets
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Condensed Statements of Operations
(Unaudited)
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Condensed Statement of Cash Flows
(Unaudited)
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Condensed Balance Sheets
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Condensed Statements of Operations
(Unaudited)
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Condensed Statement of Cash Flows
(Unaudited)
The accompanying notes are an integral part of these condensed financial statements.
SMSA Crane Acquisition Corp.
Notes to Financial Statements (Unaudited)
September 30, 2016, June 30, 2016 and March 31, 2016
Note A - Basis of presentation, Background and Description of Business
Basis of presentation
The accompanying unaudited condensed financial statements of SMSA Crane Acquisition Corp. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended December 31, 2015, included in these Annual Report on Form 10-K for the year ended December 31, 2015.
In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the six month period have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms "Company", "we", "us" or "our" mean SMSA Crane Acquisition Corp.
Background and Description of Business
SMSA Crane Acquisition Corp. was organized on September 9, 2009 as a Nevada corporation to effect the reincorporation of Senior Management Services of Crane, Inc., a Texas corporation, mandated by the plan of reorganization discussed below.
The Company's emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 caused a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity's fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post-bankruptcy, had no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualified as a shell company as defined in Rule 405 under the Securities Act of 1933, and Rule 12b-2 under the Securities Exchange Act of 1934.
On November 5, 2010, the Company entered into a Share Purchase Agreement with Carolyn C. Shelton, a resident of Tyler, Texas, pursuant to which on November 10, 2010 she acquired 9,500,000 shares of our common stock for approximately $9,500 cash or $0.001 per share.
On August 29, 2013, Coquí Radio Pharmaceuticals, Corp. ("Coquí") closed a transaction through which Coquí purchased 9,500,000 outstanding shares of common stock and agreed to purchase an additional 400,000 outstanding shares of common stock of the Company from existing shareholders in a private transaction in exchange for $280,000. The additional 400,000 shares were subsequently acquired on October 24, 2013 and Coquí became the majority controlling stockholder of the Company.
The Company was contemplating a possible merger with Coquí,. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation. The Company is not restricting its potential target companies to any specific business, industry or geographical location. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
Coquí’s Current Operating Status
As of the date of this filing, there is currently substantial doubt about Coquí’s ability to continue as a going concern. Coquí has limited its operations in 2016 due to its inability to raise the required working capital needed to fund its operations and as of the date of this filing, its operations are inactive. Coquí’s management is seeking to raise the additional working capital required to carry out its business plan. There can be no assurance that Coquí will be able to obtain the additional funding required through the sales of additional debt or equity securities or that such funding, if available, will be obtained on terms favorable to Coquí.
Note B - Reorganization Under Chapter 11 of the U. S. Bankruptcy Code
The Company's Plan of Reorganization (the "Plan") was confirmed by the United States Bankruptcy Court, Northern District of Texas - Dallas Division on August 1, 2007 and became effective on August 10, 2007. On November 5, 2010, the Company entered into a transaction with Carolyn C. Shelton as discussed in Note A and a Certificate of Compliance with certain bankruptcy confirmation provisions was issued by the Bankruptcy Court on November 10, 2010.
Note C - Going Concern
We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. Our net losses incurred for the nine months ended September 30, 2016 and 2015, amounted to approximately $2,000, and $48,000, respectively, and working capital (deficits) was approximately $(230,000), and $(228,000), respectively, at September 30, 2016 and December 31, 2015. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available.
Note D - Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the valuation of deferred tax assets. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Income taxes
The Company files income tax returns in the United States of America and various states, as appropriate and applicable.
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company has adopted the provisions of ASC 740-10 "Accounting for Uncertain Income Tax Positions". The Codification Topic requires the recognition of potential liabilities as a result of management's acceptance of potentially uncertain positions for income tax treatment on a "more-likely-than-not" probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification's Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.
Income (Loss) per share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (consisting of outstanding warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.
As of September 30, 2016, June 30, 2016, March 31, 2016, and December 31, 2015, the Company had no outstanding stock warrants, options or convertible securities which could be considered dilutive for purposes of the loss per share calculation. As of September 30, 2016, June 30, 2016, March 31, 2016, and December 31, 2015, there were 151,300 outstanding common stock warrants which were issued to Pariter to purchase shares of common stock of the Company in 2014 (see Note K), which could dilute future earnings per share.
Recently Adopted Accounting Pronouncements
Going Concern
ASU 2014-15 - “Presentation of Financial Statements-Going Concern-Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance was effective for the Company on December 31, 2016. We have implemented this new accounting standard and we will update our liquidity disclosures as necessary.
Recent Accounting Pronouncements
Recently-Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Income Taxes
In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory ("ASU 2016-16"), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements.
Note E - Fair Value of Financial Instruments and fair value measurements
The carrying amount of cash, accounts payable and accrued expenses and due to stockholder, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.
The carrying amount of due to the shareholder and accrued liabilities, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The carrying approximates its fair value at March 31, 2016, June 30, 2016, September 30, 2016. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.
ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
·
Level 1:
Observable inputs such as quoted prices in active markets;
·
Level 2:
Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly; and
·
Level 3:
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Note F - Distribution to Shareholder and Related Party Transactions
The Company has distributed all of the net proceeds of its private placements to Coquí, which advances have not been documented by any loan agreements or notes. Additionally, the Company's former Chief Executive Officer, who is the brother of the Company's current Chief Executive Officer, was a principal of Pariter which raised capital in the private placements and has received compensation directly from the private placement fees. See Note K.
In 2014, the Company has distributed $4,754,961 of the net proceeds from the sales of its common stock in its private placements to Coquí, which was recorded as distribution to shareholder of additional paid-in capital on the accompanying balance sheet.
Halter Financial Group, Inc., pursuant to the Plan, managed the $1,000 in cash transferred from the bankruptcy creditor's trust on our behalf until exhausted and contributed additional monies through September 16, 2013 (the date of sale of shares of common stock to Coquí, (see Note A) to support our operations. These amounts have been reflected as a component of additional paid-in capital in the accompanying balance sheets.
Note G - Due to Shareholder
As of September 30, 2016, June 30, 2016, March 31, 2016 and December 31, 2015, the Company owes $155,670, $154,571, $153,959 and $153,091, respectively, to Coquí, the principal shareholder of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.
Note H - Due to Related Party
As of September 30, 2016, June 30, 2016, March 31, 2016 and December 31, 2015, the Company owes $5,405 to Ms. Carmen I. Bigles, our Chief Executive Officer and sole Director of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.
Note I - Concentration of Credit Risk
At times cash deposited with financial institutions may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2016.
Note J - Contingencies
The Company was contemplating a possible merger by the Company and Coquí. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation.
Coquí has informed the Company that Coquí is evaluating various strategic alternatives, which may include a merger with the Company or the eventual sale of Coquí’s interest in the Company to one or more third parties that would be expected to seek a merger with the Company. Until such time as Coquí determines a course of action, the Company’s ability to pursue a business combination will be limited. The timing of any such determination by Coquí is uncertain. No assurances can be given that the Company will be successful in pursuing a business combination in the near future or at all.
Note K - Stockholders' Equity
Pursuant to our Articles of Incorporation, our board has the authority, without further stockholder approval, to provide for the issuance of up to 10,000,000 shares of our preferred stock in one or more series and to determine the dividend rights, conversion rights, voting rights, rights in terms of redemption, liquidation preferences, the number of shares constituting any such series and the designation of such series. Our board has the power to afford preferences, powers and rights (including voting rights) to the holders of any preferred stock preferences, such rights and preferences being senior to the rights of holders of common stock.
There were no preferred shares issued and outstanding at September 30, 2016, June 30, 2016, March 31, 2016 and December 31, 2015. There were 11,663,448 shares of common stock issued and outstanding as of September 30, 2016, June 30, 2016, March 31, 2016 and December 31, 2015.
Private Placement Closing - February 14, 2014
On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock at $3.31 per share, the minimum amount offered, in a private placement to accredited investors for gross proceeds of $3,068,370. Pariter, acting as placement agent, was issued 92,700 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $84,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.5%; volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years.
Private Placement Closing - April 28, 2014
On April 28, 2014 the Company closed on the sale of 368,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $1,218,080. Pariter, acting as placement agent, was issued 36,800 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $34,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.73%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí in 2014.
Private Placement Closing - August 25, 2014
On August 25, 2014, SMSA Crane closed on the sale of 171,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $566,010. Pariter, acting as placement agent, was issued 17,100 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $16,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.69%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed loaned to Coquí in 2014.
Private Placement Closing - December 9, 2014
On December 9, 2014, SMSA Crane closed on the sale of 47,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $155,570. Pariter, acting as placement agent, was also issued 4,700 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $4,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.63%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí in 2014.
Stock Warrants
The following table summarizes all warrant activity:
Note L - Subsequent Events
During the period from January 2017 to March, 2017, Coqui entered into an Exchange Agreement with 48 investors (“Coqui Shareholders”) who previously acquired shares of common stock, par value of $0.001 per share of our Company (the “SMSA Crane Shares”), in a private placement from SMSA Crane, at a price of $3.31 per share. The 48 investors agreed to exchange their SMSA Crane Shares for an equal value of shares of Coqui’s common stock, par value $0.1 per share (the “Coqui Shares”), and Coqui agreed to proceed with the proposed exchange. As a result, 1,663,443 SMSA Crane Shares and 151,300 warrants issued to the placement agent were exchanged for Coqui Shares and warrants and were cancelled.
On April 5, 2017, the Board of Directors approved the cancellation of 1,611,743 SMSA Crane Shares held by the Coqui Shareholders and the cancellation of 51,700 SMSA Crane Shares that were issuable to three Coqui Shareholders but that were not yet issued and recorded as outstanding by the Company’s transfer agent as of the date of the Exchange Agreement.
On May 16, 2017, the Board of Directors approved the issuance of 47,490 shares of its common shares to Coquí, based on the private placement share price of $3.31 in satisfaction for the total debt owed to Coqui of $157,195.
As of the date of this filing, the number of outstanding common shares of SMSA Crane was 10,047,495 common shares and the number of stock warrants outstanding was zero, after the stock and warrant exchanges with Coqui and Pariter, as disclosed above.