Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 15, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'SMSA CRANE ACQUISITION CORP. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001473287 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 10,000,005 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash on hand and in bank | $264 | $874 |
Total Assets | 264 | 874 |
Current Liabilities | ' | ' |
Accounts payable - trade | 2,165 | 600 |
Total Liabilities | 2,165 | 600 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Preferred stock - $0.001 par value 10,000,000 shares authorized.None issued and outstanding | 0 | 0 |
Common stock - $0.001 par value.100,000,000 shares authorized.10,000,005 shares issued and outstanding, respectively | 10,000 | 10,000 |
Additional paid-in capital | 58,835 | 53,235 |
Deficit accumulated during the development stage | -70,736 | -62,961 |
Total Stockholders' Equity (Deficit) | -1,901 | 274 |
Total Liabilities and Stockholders' Equity (Deficit) | $264 | $874 |
Balance_Sheets_Parentheticals
Balance Sheets Parentheticals (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Parentheticals | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 10,000,005 | 10,000,005 |
Common Stock, shares outstanding | 10,000,005 | 10,000,005 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | 74 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
REVENUES | ' | ' | ' | ' | ' |
Revenues | $0 | $0 | $0 | $0 | $0 |
Operating expenses | ' | ' | ' | ' | ' |
Reorganization costs | 0 | 0 | 0 | 0 | 2,916 |
Professional fees | 1,500 | 1,175 | 5,525 | 5,060 | 34,728 |
Other general and administrative expenses | 380 | 7,519 | 2,250 | 11,764 | 33,092 |
Total operating expenses | 1,880 | 8,694 | 7,775 | 16,824 | 70,736 |
Loss from operations | -1,880 | -8,694 | -7,775 | -16,824 | -70,736 |
Provision for income taxes | 0 | 0 | 0 | 0 | 0 |
Net Loss | -1,880 | -8,694 | -7,775 | -16,824 | -70,736 |
Other comprehensive income | 0 | 0 | 0 | 0 | 0 |
Comprehensive Income (Loss) | ($1,880) | ($8,694) | ($7,775) | ($16,824) | ($70,736) |
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted | $0 | $0 | $0 | $0 | ' |
Weighted-average number of shares of common stock outstanding -basic and fully diluted | 10,000,005 | 10,000,005 | 10,000,005 | 10,000,005 | ' |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 9 Months Ended | 74 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash Flows from Operating Activities | ' | ' | ' |
Net loss for the period | ($7,775) | ($16,824) | ($70,736) |
Adjustments to reconcile net loss to net cash provided by operating activities | ' | ' | ' |
Depreciation | 0 | 0 | 0 |
(Increase) Decrease in | ' | ' | ' |
Accounts receivables, | 0 | 0 | 0 |
Prepaid expenses and other assets, | 0 | 0 | 0 |
Increase (Decrease) in | ' | ' | ' |
Accounts payables, | 1,565 | 0 | 2,165 |
Other accrued liabilities, | 0 | 0 | 0 |
Net cash provided by operating activities | -6,210 | -16,824 | -68,571 |
Cash Flows from Investing Activities | 0 | 0 | 0 |
Cash Flows from Financing Activities | ' | ' | ' |
Sale of common stock | 0 | 0 | 9,500 |
Cash funded from bankruptcy trust | 0 | 0 | 1,000 |
Additional capital contributed to support operations | 5,600 | 19,000 | 58,335 |
Net cash provided by financing activities | 5,600 | 19,000 | 68,835 |
Increase (Decrease) in Cash | -610 | 2,176 | 264 |
Cash at beginning of period | 874 | 688 | ' |
Cash at end of period | 264 | 2,864 | 264 |
Supplemental Disclosure of Interest and Income Taxes Paid | ' | ' | ' |
Interest paid during the period | 0 | 0 | 0 |
Income taxes paid during the period | $0 | $0 | $0 |
Background_and_Description_of_
Background and Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Background and Description of Business | ' |
Background and Description of Business | ' |
Note A - Background and Description of Business | |
SMSA Crane Acquisition Corp. (Company) was organized on September 9, 2009 as a Nevada corporation to effect the reincorporation of Senior Management Services of Crane, Inc. (Predecessor Company), 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 created the combination of 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, has no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualifies as a “development stage enterprise” as defined in Development Stage Entities topic of the FASB Accounting Standards Codification and as a shell company as defined in Rule 405 under the Securities Act of 1933, (Securities Act), and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act). | |
On November 5, 2010, the Company entered into a Share Purchase Agreement (Share Purchase Agreement) with Carolyn C. Shelton (Shelton), a resident of Tyler, Texas, pursuant to which she acquired 9,500,000 shares of our common stock for approximately $9,500 cash or $0.001 per share. As a result of this transaction, 10,000,005 shares of our common stock are currently issued and outstanding. | |
On September 16, 2013, Coquí Radio Pharmaceuticals, Corp. (Coquí) closed a transaction through which Coquí purchased 9,500,000 shares of common stock and agreed to purchase an additional 400,000 shares of common stock of the Company for total proceeds of $280,000 from Carolyn Shelton and Halter Financial Investments, L.P. Because of the delay in transferring 400,000 shares of the Company’s common stock from street name, $50,000 of the $280,000 remains in escrow pending delivery of the stock certificate. An amendment to the Escrow Agreement provides that if the certificate is not delivered to Coquí by November 15, 2013, Coquí may request return of the $50,000 which is being held in escrow. [Take out or disclose subsequent amendment lock-up and release of funds] | |
The Company intends to consummate a business combination transaction with Coquí upon Coquí’s successful acquisition of sufficient investment capital to establish a dedicated Medical Isotope Production Facility in the United States to provide a reliable domestic source of certain radioisotopes for use in nuclear medicine. | |
Reorganization_Under_Chapter_1
Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | ' | |||||
Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | ' | |||||
Note B - Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | ||||||
On January 17, 2007, Senior Management Services of Crane, Inc. and its affiliated companies (SMS Companies or Debtors) filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code. During the three years prior to filing the reorganization petition, SMS Companies operated a chain of skilled nursing homes, located principally in Texas, which prior to the bankruptcy proceedings consisted of a total of 14 separate nursing facilities, ranging in size from approximately 114 beds to 325 beds. In the aggregate, SMS Companies provided care to approximately 1,600 resident patients and employed over 1,400 employees. A significant portion of the SMS Companies cash flow was provided by patients covered by Medicare and Medicaid. The SMS Companies facilities provided round-the-clock care for the health, well-being, safety and medical needs of its patients. The administrative and operational oversight of the nursing facilities was provided by an affiliated management company located in Arlington, Texas. In 2005, SMS Companies obtained a secured credit facility from a financial institution. The credit facility eventually was comprised of an $8.3 million term loan and a revolving loan of up to $15 million which was utilized for working capital and to finance the purchase of the real property on which 2 of its nursing care facilities operated. By late 2006, SMS Companies were in an "overadvance" position, whereby the amount of funds extended by the lender exceeded the amount of collateral eligible to be borrowed under the credit facility. Beginning in September 2006, SMS Companies entered into the first of a series of forbearance agreements whereby the lender agreed to forebear from declaring the financing in default provided SMS Companies obtained a commitment from a new lender to refinance and restructure the credit facility. SMS Companies were unsuccessful in obtaining a commitment from a new lender and, on January 5, 2007, the lender declared SMS Companies in default and commenced foreclosure and collection proceedings. On January 9, 2007, the lender agreed to provide an additional $1.7 million to fund payroll and permit a controlled transaction to bankruptcy. Subsequently, on January 17, 2007, the SMS Companies filed a petition for reorganization under Chapter 11 of the Bankruptcy Code. | ||||||
Under Chapter 11, certain claims against the Debtors in existence prior to the filing of the petitions for relief under Federal Bankruptcy Laws are stayed while the Debtors continue to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. These claims were reflected in the Predecessor Company’s balance sheets as “Liabilities Subject to Compromise” through the settlement date. Additional claims (liabilities subject to compromise) may arise subsequent to the petition date resulting from the rejection of executory contracts, including leases, and from the determination of the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. | ||||||
The First Amended, Modified Chapter 11 Plan, (the Plan) as presented by SMS Companies and their creditors was approved by the United States Bankruptcy Court, Northern District of Texas - Dallas Division on August 1, 2007. The Plan, which contemplates the Company entering into a reverse merger transaction, provided that certain identified claimants as well as unsecured creditors, in accordance with the allocation provisions of the Plan of Reorganization, and the Company’s new controlling stockholder would receive “new” shares of the Company’s post-reorganization common stock, pursuant to Section 1145(a) of the Bankruptcy Code (Plan Shares). As a result of the Plan’s approval, all liens, security interests, encumbrances and other interests, as defined in the Plan of Reorganization, attach to the creditor’s trust. Specific injunctions prohibit any of these claims from being asserted against the Company prior to the contemplated reverse merger. | ||||||
All assets, liabilities and other claims, including “Allowed Administrative Claims” which arise in the processing of the bankruptcy proceedings, against the Company and it’s affiliated entities were combined into a single creditor’s trust for the purpose of distribution of funds to creditors. Each of the individual SMS Companies entities otherwise remained separate corporate entities. From the commencement of the bankruptcy proceedings through August 1, 2007 (the confirmation date of the plan of reorganization), all secured claims and/or administrative claims during this period were satisfied through either direct payment or negotiation. | ||||||
Pursuant to the Plan, the pre-confirmation unsecured creditors of Senior Management Services of Crane, Inc. (our predecessor company) agreed to accept Plan Shares in SMSA Crane Acquisition Corp., as reorganized, in lieu of asserting recovery of their claims against the Plan’s liquidating trust. | ||||||
It was determined that SMSA Crane Acquisition Corp’s reorganization value computed immediately before the confirmation date of the Plan, was approximately $1,000, which consisted of the following: | ||||||
Current assets to be transferred to the post-confirmation entity | $ | 1,000 | ||||
Fair market value of property and equipment | - | |||||
Deposits with vendors and other assets transferred | ||||||
to the post-confirmation entity | - | |||||
Reorganization value | $ | 1,000 | ||||
Pursuant to the Plan, all of the operations of the Company were transferred to a combined creditor’s trust and, as approved by the Bankruptcy Court, a completely new entity was formed for purposes of completing the aforementioned reverse merger transaction. The Company adopted fresh-start reporting because the holders of existing voting shares immediately before filing and confirmation of the Plan received less than 50.0% of the voting shares of the emerging entity and its reorganization value was not greater than its postpetition liabilities and allowed claims, as shown below: | ||||||
Postpetition current liabilities | $ | - | ||||
Liabilities deferred pursuant to Chapter 11 proceeding | - | |||||
“New” common stock issued upon reorganization | 1,000 | |||||
Total postpetition liabilities and allowed claims | 1,000 | |||||
Reorganization value | (1,000 | ) | ||||
Excess of liabilities over reorganization value | $ | - | ||||
The reorganization value of SMSA Crane Acquisition Corp. was determined in consideration of several factors and by reliance on various valuation methods, including discounting cash flow and price/earnings and other applicable ratios. The factors considered by SMSA Crane Acquisition Corp. included the following: | ||||||
• | Forecasted operating and cash flows results which gave effect to the estimated impact of | |||||
-Corporate restructuring and other operating program changes | ||||||
-Limitations on the use of available net operating loss carryforwards and other tax attributes resulting from the Plan of Reorganization and other events | ||||||
• | The discounted residual value at the end of the forecast period based on capitalized cash flows for the last year of that period. | |||||
• | Market share and position | |||||
• | Competition and general economic conditions | |||||
• | Projected sales growth | |||||
• | Potential profitability | |||||
• | Seasonality and working capital requirements | |||||
After consideration of SMSA Crane Acquisition Corp.’s debt capacity and other capital structure considerations, such as industry norms, projected earnings to fixed charges, projected earnings before interest and projected free cash flow to debt service and other applicable ratios, management determined that SMSA Crane Acquisition Corp.’s reorganization capital structure should be as follows: | ||||||
Common Stock (500,005 “new” shares to be issued at $0.001 par value) | $ | 500 | ||||
Additional paid-in capital | 500 | |||||
Total reorganized capital structure | $ | 1,000 | ||||
As previously described, the cancellation of all existing shares outstanding at the date of the bankruptcy filing and the issuance of all “new” shares of the reorganized entity caused an issuance of shares of common stock and a related change of control of the Company with more than 50.0% of the “new” shares being held by persons and/or entities which were not pre-bankruptcy stockholders. Accordingly, per the Reorganization topic of the FASB Accounting Standards Codification (Reorganization topic), the Company adopted fresh-start accounting as of the bankruptcy discharge date whereby all continuing assets and liabilities of the Company were restated to the fair market value. The Reorganization topic further states that fresh start financial statements prepared by entities emerging from bankruptcy will not be comparable with those prepared before their plans were confirmed because they are, in fact, those of a new entity. For accounting purposes, the Company adopted fresh start accounting in accordance with the Reorganization topic as of August 1, 2007, the confirmation date of the Plan. | ||||||
As of August 1, 2007, in accordance with the Plan of Reorganization, the only asset of the Company was approximately $1,000 in cash transferred from the bankruptcy creditor’s trust. |
Preparation_of_Financial_State
Preparation of Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Preparation of Financial Statements | ' |
Preparation of Financial Statements | ' |
Note C - Preparation of Financial Statements | |
The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has established a year-end for accounting purposes of December 31. | |
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. Actual results could differ from those estimates. | |
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. | |
During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K containing the Company’s financial statements for the year ended December 31, 2012. The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein. | |
In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission’s instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2013. |
Going_Concern_Uncertainty
Going Concern Uncertainty | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern Uncertainty | ' |
Going Concern Uncertainty | ' |
Note D - Going Concern Uncertainty | |
The Company has no post-bankruptcy operating history, limited cash on hand, no operating assets and has a business plan with inherent risk. Because of these factors, the Company’s auditors have issued an audit opinion on the Company’s annual financial statements which includes a statement describing our going concern status. This means, in the auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion. | |
The Company intends to consummate a business combination transaction with Coquí upon Coquí’s successful acquisition of sufficient investment capital to establish a dedicated Medical Isotope Production Facility in the United States to provide a reliable domestic source of certain radioisotopes for use in nuclear medicine. However, there is no assurance that the Company will be able to successfully implement this business plan. There is no assurance that the implementation of our business plan or any future business combination transaction will result in the appreciation of our stockholders’ investment in the then outstanding common stock. | |
The Company's ultimate continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company faces considerable risk in it’s 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. | |
The Company anticipates future sales or issuances of equity securities to fulfill its business plan. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. | |
The Company’s Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover of the Company, which may be in the best interest of stockholders. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities. | |
While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |
Sep. 30, 2013 | ||
Summary of Significant Accounting Policies | ' | |
Summary of Significant Accounting Policies | ' | |
Note E - Summary of Significant Accounting Policies | ||
1 | 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. | ||
2 | Reorganization costs | |
The Company has adopted the provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred. | ||
3 | Income taxes | |
The Company files income tax returns in the United States of America and various states, as appropriate and applicable. As a result of the Company’s bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2010. The Company does not anticipate any examinations of returns filed for periods ending on or after December 31, 2009. | ||
The Company uses the asset and liability method of accounting for income taxes. At September 30, 2013 and December 31, 2012, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals, as well as the potential impact of any net operating loss carryforwards (s) and their potential utilization. | ||
The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. 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. | ||
4 | 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 (primarily outstanding options and warrants). | ||
Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and 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, 2013 and 2012, respectively, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. | ||
5 | Recent Accounting Pronouncements | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows. | ||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | ' |
Note F - Fair Value of Financial Instruments | |
The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, 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. | |
Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any. | |
Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to financial risk, if any. | |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
Note G - Related Party Transactions | |
Halter Financial Group, Inc. (H.G.), 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 December 31, 2010 to support our operations. This contributed capital has been reflected as a component of additional paid-in capital in the accompanying balance sheets. | |
During the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively, the Company’s President contributed approximately $5,600 and $22,250 to support the Company’s operations. The contributed capital has been reflected as a component of additional paid-in capital in the accompanying financial statements. |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Income Taxes | ' | |||||||||||||
Income Taxes | ' | |||||||||||||
Note H - Income Taxes | ||||||||||||||
The components of income tax (benefit) expense for each of the nine month periods ended September 30, 2013 and 2012 and for the period from August 1, 2007 (date of bankruptcy settlement) through September 30, 2013 are as follows: | ||||||||||||||
Period from | ||||||||||||||
1-Aug-07 | ||||||||||||||
(date of | ||||||||||||||
bankruptcy | ||||||||||||||
Nine months | Nine months | settlement) | ||||||||||||
ended | ended | through | ||||||||||||
September 30, | September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | ||||||||||||
Federal: | ||||||||||||||
Current | $ | - | $ | - | $ | - | ||||||||
Deferred | - | - | - | |||||||||||
- | - | - | ||||||||||||
State: | ||||||||||||||
Current | - | - | - | |||||||||||
Deferred | - | - | - | |||||||||||
- | - | - | ||||||||||||
Total | $ | - | $ | - | $ | - | ||||||||
As of September 30, 2013, as a result of the September 2013 change in control transaction, the Company has a net operating loss carryforward of approximately $-0- 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 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 nine month periods ended September 30, 2013 and 2012 and for the period from August 1, 2007 (date of bankruptcy settlement) through September 30, 2013 varied from the statutory rate of 34% as follows: | ||||||||||||||
Period from | ||||||||||||||
1-Aug-07 | ||||||||||||||
(date of | ||||||||||||||
bankruptcy | ||||||||||||||
Nine months | Nine months | settlement) | ||||||||||||
ended | ended | through | ||||||||||||
September 30, | September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | ||||||||||||
Statutory rate applied to | ||||||||||||||
income before income taxes | $ | (2,700 | ) | $ | (5,700 | ) | $ | (17,500 | ) | |||||
Increase (decrease) in income | ||||||||||||||
taxes resulting from: | ||||||||||||||
State income taxes | - | - | - | |||||||||||
Other, including reserve for | ||||||||||||||
deferred tax asset and application | ||||||||||||||
of net operating loss carryforward | 2,700 | 5,700 | 17,500 | |||||||||||
Income tax expense | $ | - | $ | - | $ | - | ||||||||
The Company’s only temporary difference as of September 30, 2013 and 2012, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of September 30, 2013 and December 31, 2012, respectively, the deferred tax asset is as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Deferred tax assets | ||||||||||||||
Net operating loss carryforwards | $ | 17,500 | $ | 14,800 | ||||||||||
Less valuation allowance | (17,500 | ) | (14,800 | ) | ||||||||||
Net Deferred Tax Asset | $ | - | $ | - | ||||||||||
During the nine month period ended September 30, 2013 and the year ended December 31, 2012, respectively, the valuation allowance against the deferred tax asset increased by approximately $2,700 and $7,700. |
Capital_Stock_Transactions
Capital Stock Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Capital Stock Transactions | ' |
Capital Stock Transactions | ' |
Note I - Capital Stock Transactions | |
Pursuant to the Plan affirmed by the U. S. Bankruptcy Court - Northern District of Texas - Dallas Division, the Company issued 500,005 plan shares to meet the requirements of the Plan. The 500,005 shares of the Company’s “new” common stock was issued to holders of various claims, as defined in the Plan, in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust. | |
On November 5, 2010, the Company entered into a Share Purchase Agreement with Shelton pursuant to which she acquired 9,500,000 shares of our common stock for approximately $9,500 cash or $0.001 per share. As a result of this transaction, 10,000,005 shares of our common stock are currently issued and outstanding. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration on these shares and no underwriter was used in this transaction. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
Note J - Subsequent Events | |
Management has evaluated all activity of the Company through November 15, 2013 (the issue date of the financial statements) and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to financial statements. |
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
ACCOUNTING POLICIES | ' | |
Cash and cash equivalents policy | ' | |
1 | 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. | ||
Reorganizations costs | ' | |
2 | Reorganization costs | |
The Company has adopted the provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred. | ||
Income Taxes Policy | ' | |
3 | Income taxes | |
The Company files income tax returns in the United States of America and various states, as appropriate and applicable. As a result of the Company’s bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2010. The Company does not anticipate any examinations of returns filed for periods ending on or after December 31, 2009. | ||
The Company uses the asset and liability method of accounting for income taxes. At September 30, 2013 and December 31, 2012, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals, as well as the potential impact of any net operating loss carryforwards (s) and their potential utilization. | ||
The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. 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 | ' | |
4 | 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 (primarily outstanding options and warrants). | ||
Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and 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, 2013 and 2012, respectively, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. | ||
Recent Accounting Pronouncements, Policy | ' | |
5 | Recent Accounting Pronouncements | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows. |
Plan_Of_Reorganization_Tables
Plan Of Reorganization (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Plan Of Reorganization | ' | |||||
Plan Of Reorganization | ' | |||||
It was determined that SMSA Crane Acquisition Corp’s reorganization value computed immediately before the confirmation date of the Plan, was approximately $1,000, which consisted of the following: | ||||||
Current assets to be transferred to the post-confirmation entity | $ | 1,000 | ||||
Fair market value of property and equipment | - | |||||
Deposits with vendors and other assets transferred | ||||||
to the post-confirmation entity | - | |||||
Reorganization value | $ | 1,000 |
Liabilities_After_Reorganizati
Liabilities After Reorganization (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Liabilities After Reorganization | ' | |||||
Liabilities After Reorganization | ' | |||||
Postpetition current liabilities | $ | - | ||||
Liabilities deferred pursuant to Chapter 11 proceeding | - | |||||
“New” common stock issued upon reorganization | 1,000 | |||||
Total postpetition liabilities and allowed claims | 1,000 | |||||
Reorganization value | (1,000 | ) | ||||
Excess of liabilities over reorganization value | $ | - | ||||
Reorganized_Capital_Tables
Reorganized Capital (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Reorganized Capital | ' | |||||
Reorganized Capital | ' | |||||
SMSA Crane Acquisition Corp.’s reorganization capital structure should be as follows: | ||||||
Common Stock (500,005 “new” shares to be issued at $0.001 par value) | $ | 500 | ||||
Additional paid-in capital | 500 | |||||
Total reorganized capital structure | $ | 1,000 |
INCOME_TAX_BENEFIT_EXPENSE_Tab
INCOME TAX BENEFIT EXPENSE (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
INCOME TAX BENEFIT EXPENSE | ' | |||||||||||||
INCOME TAX BENEFIT EXPENSE | ' | |||||||||||||
The components of income tax (benefit) expense for each of the nine month periods ended September 30, 2013 and 2012 and for the period from August 1, 2007 (date of bankruptcy settlement) through September 30, 2013 are as follows: | ||||||||||||||
Period from | ||||||||||||||
1-Aug-07 | ||||||||||||||
(date of | ||||||||||||||
bankruptcy | ||||||||||||||
Nine months | Nine months | settlement) | ||||||||||||
ended | ended | through | ||||||||||||
September 30, | September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | ||||||||||||
Federal: | ||||||||||||||
Current | $ | - | $ | - | $ | - | ||||||||
Deferred | - | - | - | |||||||||||
- | - | - | ||||||||||||
State: | ||||||||||||||
Current | - | - | - | |||||||||||
Deferred | - | - | - | |||||||||||
- | - | - | ||||||||||||
Total | $ | - | $ | - | $ | - | ||||||||
INCOME_TAX_EXPENSE_BENEFIT_Tab
INCOME TAX EXPENSE BENEFIT (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
INCOME TAX EXPENSE BENEFIT | ' | ||||||||||||
INCOME TAX EXPENSE BENEFIT | ' | ||||||||||||
Period from | |||||||||||||
1-Aug-07 | |||||||||||||
(date of | |||||||||||||
bankruptcy | |||||||||||||
Nine months | Nine months | settlement) | |||||||||||
ended | ended | through | |||||||||||
September 30, | September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | |||||||||||
Statutory rate applied to | |||||||||||||
income before income taxes | $ | (2,700 | ) | $ | (5,700 | ) | $ | (17,500 | ) | ||||
Increase (decrease) in income | |||||||||||||
taxes resulting from: | |||||||||||||
State income taxes | - | - | - | ||||||||||
Other, including reserve for | |||||||||||||
deferred tax asset and application | |||||||||||||
of net operating loss carryforward | 2,700 | 5,700 | 17,500 | ||||||||||
Income tax expense | $ | - | $ | - | $ | - |
Deferred_Tax_Assets_And_Liabil
Deferred Tax Assets And Liabilities (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Deferred Tax Assets And Liabilities | ' | |||||||||
Deferred Tax Assets And Liabilities | ' | |||||||||
The Company’s only temporary difference as of September 30, 2013 and 2012, respectively, relates to the Company’s net operating loss pursuant to the applicable Federal Tax Law. As of September 30, 2013 and December 31, 2012, respectively, the deferred tax asset is as follows: | ||||||||||
September 30, | December 31, | |||||||||
2013 | 2012 | |||||||||
Deferred tax assets | ||||||||||
Net operating loss carryforwards | $ | 17,500 | $ | 14,800 | ||||||
Less valuation allowance | (17,500 | ) | (14,800 | ) | ||||||
Net Deferred Tax Asset | $ | - | $ | - |
ORGANIZATION_Details
ORGANIZATION (Details) (USD $) | Sep. 30, 2013 | Nov. 05, 2010 |
ORGANIZATION AND DESCRIPTION: | ' | ' |
Acquired Common Stock Shares | ' | 9,500,000 |
Acquired Common Stock Value | ' | $9,500 |
Common Stock Shares Par Value | ' | $0.00 |
Common stock are currently issued and outstanding | 10,000,005 | ' |
Recovered_Sheet1
REORGANIZATION UNDER CHAPTER 11 CREDIT FACILITY (Details) (USD $) | Aug. 01, 2007 | Jan. 17, 2007 | Jan. 09, 2007 |
REORGANIZATION UNDER CHAPTER 11 CREDIT FACILITY: | ' | ' | ' |
Credit facility term loan in millions | ' | $8.30 | ' |
Credit facility revolving loan in millions | ' | 15 | ' |
Lender agreed to provide an additional to fund payroll in millions | ' | ' | 1.7 |
Plan of Reorganizations was approximately | $1,000 | ' | ' |
Reorganization_Details
Reorganization (Details) (USD $) | Aug. 01, 2007 |
Plan of Reorganization consisted of the following: | ' |
Current assets to be transferred to the post-confirmation entity | $1,000 |
Fair market value of property and equipment | 0 |
Deposits with vendors and other assets transferred to the post-confirmation entity | 0 |
Reorganization value | $1,000 |
Postpetition_Current_Liabiliti
Postpetition Current Liabilities (Details) (USD $) | Aug. 01, 2007 |
Postpetition Liabilities And Allowed claims Shown Below: | ' |
Postpetition current liabilities | $0 |
Liabilities deferred pursuant to Chapter 11 proceeding | 0 |
"New" common stock issued upon reorganization | 1,000 |
Total postpetition liabilities and allowed claims. | 1,000 |
Reorganizations values | -1,000 |
Excess of liabilities over reorganizations value. | $0 |
Reorganization_capital_structu
Reorganization capital structure (Details) (USD $) | Aug. 01, 2007 |
Reorganization capital structure should be as follows: | ' |
Common Stock (500,005 "new" shares to be issued at $0.001 par value). | $500 |
Additional paid-in capital. | 500 |
Total reorganized capital structure. | $1,000 |
GOING_CONCERN_Details
GOING CONCERN (Details) | Sep. 30, 2013 |
GOING CONCERN: | ' |
Shares of common stock Issued | 100,000,000 |
Shares of preferred stock Issued | 10,000,000 |
Related_Party_Transaction_Deta
Related Party Transaction (Details) (USD $) | 9 Months Ended | 12 Months Ended | 71 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | |
Related Party Transaction: | ' | ' | ' |
HFG managed Cash funded from bankruptcy trust | ' | ' | $1,000 |
Contributed capital to support operations | $5,600 | $22,250 | ' |
COMPONENTS_OF_INCOMETAX_BENEFI
COMPONENTS OF INCOMETAX BENEFIT EXPENSE (Details) (USD $) | 9 Months Ended | 74 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Federal: | ' | ' | ' |
Current | $0 | $0 | $0 |
Deferred | 0 | 0 | 0 |
Income Tax Expense Benefit Federal | 0 | 0 | 0 |
Current. | 0 | 0 | 0 |
Deferred. | 0 | 0 | 0 |
Income Tax Expense Benefit State. | 0 | 0 | 0 |
TOTAL COMPONENTS OF INCOMETAX BENEFIT EXPENSE. | $0 | $0 | $0 |
INCOME_TAX_EXPENSE_BENEFIT_VAR
INCOME TAX EXPENSE BENEFIT VARIED FROM STATUTORY RATE (Details) (USD $) | 9 Months Ended | 74 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
INCOME TAX EXPENSE BENEFIT VARIED FROM STATUTORY RATE: | ' | ' | ' |
Statutory rate applied to income before income taxes | ($2,700) | ($5,700) | ($17,500) |
State income taxes | 0 | 0 | 0 |
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 2,700 | 5,700 | 17,500 |
Income tax expense. | $0 | $0 | $0 |
DEFERRED_TAX_ASSETS_COMPONENTS
DEFERRED TAX ASSETS COMPONENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Deferred tax assets | ' | ' |
Net operating loss carryforwards | $17,500 | $14,800 |
Less valuation allowance | -17,500 | -14,800 |
Net Deferred Tax Asset | $0 | $0 |
VALUATION_ALLOWANCE_FOR_DEFERR
VALUATION ALLOWANCE FOR DEFERRED TAX ASSET (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
VALUATION ALLOWANCE FOR DEFERRED TAX ASSET: | ' | ' |
Valuation allowance for the deferred tax asset increased by approximately | $2,700 | $7,700 |
CAPITAL_STOCK_TRANSACTION_Deta
CAPITAL STOCK TRANSACTION (Details) (USD $) | Sep. 30, 2013 | Nov. 05, 2010 |
CAPITAL STOCK TRANSACTION: | ' | ' |
Plan Shares to meet the requirements | 500,005 | ' |
Common stock was issued to holders of various claims | 500,005 | ' |
Share Purchase Agreement | ' | 9,500,000 |
Issued an aggregate shares of common stock | ' | $9,500 |
Issued an aggregate shares of common stock par value | ' | $0.00 |
Shares of common stock currently issued and outstanding | 10,000,005 | ' |