Notes to Financial Statements
December 31, 2017 and 2016
Note A - Basis of presentation, Background and Description of Business
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. 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 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'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.
Note B - Change of Control
Coqui the principal shareholder of the Company entered the Stock Purchase Agreement, effective as of the 26th day of June, 2017, with Irwin Eskanos (Buyer). Coqui agreed to sell to the Buyer, and the Buyer agreed to purchase from Coqui, a total of 9,947,490 shares of common stock of the Company for a total purchase price of $250,000. These purchased shares represented approximately 99.00% of the Companys issued and outstanding shares of Common Stock. Also, concurrently with the sale of controlling interest, Coqui paid all outstanding liabilities of the Company as of the date of this sale. As a result, Coqui paid $133,572 of the Companys outstanding accounts payable through the attorneys escrow accounts and agreed to forgive all of its debts at the closing of this transaction. The Company recorded Coquis forgiveness of debt of $133,572 under Additional paid in capital, for the year ended December 31, 2017.
On June 26, 2017, the board of directors appointed Irwin Eskanos as our new sole Director, President, Secretary, Treasurer, CEO, and CFO. Following these appointments, the board accepted the resignation of Carmen I. Bigles as our former sole officer and director.
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 years ended December 31, 2017 and 2016, amounted to approximately $74,000 and $17,000, respectively, and working capital (deficits) was approximately $(27,000) and $(244,000), respectively, at December 31, 2017 and 2016. 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.
F-6
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, 2017, 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
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.
F-7
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 amount approximates its fair value at December 31, 2017 and 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:
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·
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Level 1:
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Observable inputs such as quoted prices in active markets;
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·
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Level 2:
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Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
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·
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Level 3:
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Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
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Note F - Due to Shareholder
As of December 31, 2017 and 2016, the Company owes $39,115 and $0, respectively, to Mr. Irwin Eskanos, 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 G - Due to Former Shareholder
As of December 31, 2017 and 2016, the Company owes $0 and $155,670, respectively, to Coquí, the former 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, 2017 and 2016, the Company owes $0 and $5,405, respectively, to Ms. Carmen I. Bigles, our former Chief Executive Officer and sole Director of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.
Note I - Concentration of Credit Risk
At times cash deposited with financial institutions may exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2017.
F-8
Note J - Contingencies
The Company was contemplating a possible merger by the Company and Coquí. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation. No assurances can be given that the Company will be successful in pursuing a business combination in the near future or at all.
Note K - Income Taxes
The components of income tax (benefit) expense for each of the years ended December 31, 2017 and 2016 are as follows:
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Year ended
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December 31,
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2017
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2016
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Federal:
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Current
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$
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$
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Deferred
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State:
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Current
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Deferred
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Total
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$
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$
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As of December 31, 2017 and 2016, the Company has a net operating loss carryforward of approximately $379,000 and $306,000, respectively, to offset future taxable income. The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than a 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s).
The Company's income tax expense (benefit) for each of the years ended December 31, 2017 and 2016 varied from the statutory rate of 34%, respectively, as follows:
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Year ended
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December 31,
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2017
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2016
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Statutory rate applied to income before income taxes
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$
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(25,000
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)
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$
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(6,000
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Increase (decrease) in income taxes resulting from:
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State income taxes
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Effects of rate changes on deferred tax assets and valuation allowance
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49,400
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Change in valuation allowance
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(24,400
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)
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6,000
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Income tax expense
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$
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$
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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, 2017 and 2016, 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, 2017 and 2016, respectively:
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December 31,
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2017
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2016
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Deferred tax assets 21% (2017) and 34% (2016)
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Net operating loss carryforwards
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$
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79,600
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$
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104,000
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Less valuation allowance
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(79,600
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)
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(104,000
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)
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Net Deferred Tax Asset
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$
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$
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During the each of the years ended December 31, 2017 and 2016, respectively, the valuation allowance for the deferred tax asset increased (decreased) by approximately ($24,400) and $6,000, respectively. Open tax years that are subject to IRS examination start from 2013. The Companys policy for recording interest and penalties are based on estimates and during the years ended December 31, 2017 and 2016 the Company recorded $0 and $0, respectively, in interest and penalties.
F-9
On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end December 31, 2018.
Note L- Stockholders' Deficit
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.
During January 2017 to March 2017, 48 shareholders of the Company, who previously acquired shares of the Companys common stock, par value of $0.001 per share (The SMSA Crane Shares), in a private placement with the Company, at a price of $3.31 per share, entered into an share exchange agreement with Coqui. The 48 investors agreed to exchange their SMSA Crane Shares for an equal value of shares of Coquis common stock, par value $0.1 per share (the Coqui Shares), and Coqui agreed to proceed with the proposed share exchange. As a result, 1,663,443 SMSA Crane Shares outstanding held by these 48 shareholders and 151,300 outstanding warrants held by Pariter, the placement agent, were exchanged for Coqui Shares and warrants and the Company cancelled these SMSA Crane Shares and warrants.
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 $157,194.
On June 26, 2017, our former controlling shareholder, Coqui Radio Pharmaceuticals, Corp. (Coqui), sold 9,947,490 shares of common stock to Irwin Eskanos for a purchase price of $250,000. See Note B - Changes of Control
There were no preferred shares issued and outstanding at December 31, 2017 and 2016. There were 10,047,495 shares and 11,663,448 shares of common stock issued and outstanding as of December 31, 2017 and 2016, respectively
Stock Warrants
The following table summarizes all warrant activity:
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Warrants
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Weighted
Average
Exercise
Price
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Weighted
Average
Remaining
Contractual
Life (Years)
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Aggregate
Intrinsic
Value
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Outstanding at December 31, 2015
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151,300
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$
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3.31
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3.26
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Granted
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Exercised
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Cancelled
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Outstanding at December 31, 2016
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151,300
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$
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3.31
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2.25
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Granted
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Exercised
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Cancelled
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(151,300
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)
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$
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3.31
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Outstanding at December 31, 2017
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Exercisable at December 31, 2017
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Note M- Subsequent Events
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.
F-10