SMSA EL PASO ACQUISITION CORP.
174 FM 1830
Argyle, Texas 76226
(972) 233-0300
March 24, 2009
Tia Jenkins
United States Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.W.
Washington, D.C. 20549
| Re: | | | SMSA El Paso II Acquisition Corp. | | |
| | | Amendment No. 2 to Registration Statement on Form 10/A | | |
| | | SEC File No. 0-53334 | | |
Dear Ms. Jenkins:
This letter is in response to the Staff’s comments during the telephone conference on March 5, 2009 regarding the SMSA El Paso II Acquisition Corp. (the “Company”) Amendment No. 1 to the Registration Statement on Form 10/A. We have filed with the Commission Amendment No. 2 to the Registration Statement on Form 10/A on March 24, 2009 (“Amended Form 10”) which reflects revisions to the Company’s financial statements as noted herein. We also updated the disclosure in the Amended Form 10 to a current date as necessary. The Company supplementally advises the Staff as follows:
Pursuant to the Staff’s comments during the telephone conference on March 5, 2009, the Company has made the following revisions to the Company’s financial statements:
| • | | The last paragraph of the Report of Registered Independent Certified Public Accounting Firm has been revised. | | |
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| • | | Revisions have been made to the Statement of Operations and Comprehensive Income (Loss). | | |
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| • | | Revisions have been made to the Statement of Changes in Stockholders’ Equity (Deficit). | | |
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| • | | Revisions have been made to the Statement of Cash Flows. | | |
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| • | | Substantial revisions have been made to Note B – Reorganization Under Chapter 11 of the U.S. Bankruptcy Code. | | |
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| • | | Revisions have been made to Note C – Preparation of Financial Statements. | | |
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| • | | Minor revisions have been made to Note G – Income Taxes and Note H – Capital Stock Transactions. | | |
If the Staff has further comments or questions, contact our counsel, Richard B. Goodner at telephone 214-587-0653 or fax 817-488-2453.
| | | Very truly yours, | | |
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| | | /s/ Richard Crimmins | | |
| |
| | | Richard Crimmins | | |
| | | President and Chief Executive Officer | | |
