Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 01, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Entity Registrant Name | 'SMSA CRANE ACQUISITION CORP. | ' |
Entity Central Index Key | '0001473287 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 11,423,648 |
Balance_Sheets
Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash on hand | $238 | $238 |
Due from principal stockholder | 4,021,100 | ' |
Total Current Assets | 4,021,338 | 238 |
Current Liabilities | ' | ' |
Accounts payable and accrued expenses | 40,557 | 22,910 |
Due to principal stockholder | ' | 3,825 |
Total Liabilities | 40,557 | 26,735 |
Stockholders' Equity (Deficit) | ' | ' |
Preferred stock - $0.001 par value 10,000,000 shares authorized. No shares issued and outstanding | ' | ' |
Common stock - $0.001 par value. 100,000,000 shares authorized. 11,423,648 shares and 10,000,005 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 11,424 | 10,000 |
Additional paid-in capital | 4,159,081 | 58,835 |
Accumulated Deficit | -189,724 | -95,332 |
Total Stockholders' Equity (Deficit) | 3,980,781 | -26,497 |
Total Liabilities and Stockholders' Equity (Deficit) | $4,021,338 | $238 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Balance Sheets [Abstract] | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,423,648 | 10,000,005 |
Common stock, shares outstanding | 11,423,648 | 10,000,005 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Statements of Operations [Abstract] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Operating expenses | ' | ' | ' | ' |
Professional fees | 47,840 | 1,200 | 87,047 | 4,025 |
Other general and administrative costs | 1,680 | 659 | 7,345 | 1,869 |
Total operating expenses | 49,520 | 1,859 | 94,392 | 5,894 |
Loss from operations | -49,520 | -1,859 | -94,392 | -5,894 |
Provision for income taxes | ' | ' | ' | ' |
Net Loss | ($49,520) | ($1,859) | ($94,392) | ($5,894) |
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted | $0 | $0 | ($0.01) | $0 |
Weighted-average number of shares of common stock outstanding - basic and fully diluted | 11,303,543 | 10,000,005 | 10,914,307 | 10,000,005 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash Flows from Operating Activities: | ' | ' |
Net loss for the period | ($94,392) | ($5,894) |
Changes in operating working capital items: | ' | ' |
Increase in Accounts payable | 17,647 | 1,849 |
Net Cash Used in Operating Activities | -76,745 | -4,045 |
Cash Flows from Investing Activities: | ' | ' |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from issuance of common stock, net of offering cost | 4,101,295 | ' |
Loan to Stockholder | -4,109,295 | ' |
Advance from Stockholder | 84,370 | ' |
Capital contributed to support operations | 375 | 3,400 |
Net Cash Provided by Financing Activities | 76,745 | 3,400 |
Increase in Cash | ' | -645 |
Cash at beginning of period | 238 | 874 |
Cash at end of period | 238 | 229 |
Supplemental Disclosure of Interest and Income Taxes Paid: | ' | ' |
Interest paid during the period | ' | ' |
Income taxes paid during the period | ' | ' |
Basis_of_Presentation_Backgrou
Basis of Presentation, Background and Description of Business | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation, Background and Description of Business [Abstract] | ' |
Basis of Presentation, Background and Description of Business | ' |
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, 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2013. | |
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 three 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 | |
SMSA Crane Acquisition Corp. (the "Company") 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 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, qualified as a "development stage enterprise" as defined in Development Stage Entities topic of the FASB Accounting Standards Codification (see note C below) and 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. | |
Description of Business | |
The Company's business plan is to consummate the reverse acquisition transaction with Coquí which intends 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. In order to accomplish this, substantial additional capital must be raised. Moreover, there are a number of material contingencies including approval by the Nuclear Regulatory Commission ("NRC"). To date, no application has been filed by Coquí due to insufficient working capital. There is no assurance that the Company will be able to successfully implement this business plan or that the execution of the same will result in the appreciation of our stockholders' investment in the Company's common stock. The Company intends to consummate such merger as soon as Coquí finishes auditing its financial statements required to permit it to comply with applicable Securities and Exchange Commission rules. |
Reorganization_Under_Chapter_1
Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | 6 Months Ended |
Jun. 30, 2014 | |
Reorganization Under Chapter 11 of the U. S. Bankruptcy Code [Abstract] | ' |
Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | ' |
Note B - Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | |
The Company's Plan of Reorganization (the "Plan") was confirmed by the Bankruptcy Court 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. |
Early_Adoption_of_Recent_Accou
Early Adoption of Recent Accounting Standard | 6 Months Ended |
Jun. 30, 2014 | |
Early Adoption of Recent Accounting Standard [Abstract] | ' |
Early Adoption of Recent Accounting Standard | ' |
Note C - Early Adoption of Recent Accounting Standard | |
In June 2014 Accounting Standards Update 2014-10 removed the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company has elected to adopt this ASU effective with this quarterly report on Form 10-Q and its adoption resulted in the removal of previously required development stage. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2014 | |
Liquidity [Abstract] | ' |
Liquidity | ' |
Note D - Liquidity | |
The Company has no post-bankruptcy operating history; however, the Company has raised approximately $4.1 million, net of offering costs, in equity capital from January 2014 through the date of the filing of these financial statements, in contemplation of a reverse acquisition transaction with an operating company, Coquí, as discussed in Note A and Note J. On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock, the minimum amount offered, in its private placement offering to accredited investors in exchange for gross proceeds of $3,068,370. The net proceeds to the Company from the offering was $2,941,939. On April 28, 2014 the Company closed on the sale of 368,000 shares of common stock in its private placement offering to accredited investors in exchange for gross proceeds of $1,218,080. The net proceeds to the Company from the offering, including all offering costs, was $1,158,357. | |
The Company is not conducting operations pending completion of the reverse merger with Coquí. It is dependent upon Coquí to provide loans to pay its legal and accounting fees. The Company is continuing its private placement offering since Coquí needs substantial additional capital. Coquí faces considerable risk in its business plan and a potential shortfall of funding due the potential inability to raise additional capital in the equity securities market that it needs to implement its business plan. If adequate operating capital and/or cash flows are not received during the next twelve months, the Company and/or Coquí could become dormant until such time as necessary funds could be raised or provided as set forth in the Plan. There is no assurance that the Company and/or Coquí 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | ' |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | ' |
Note E - 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. 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. 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 June 30, 2014 and December 31, 2013, 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. | |
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 | |
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 unaudited 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 June 30, 2014 and December 31, 2013 and subsequent thereto, 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. At June 30, 2014 there were 129,500 outstanding warrants to purchase shares of common stock of the Company which could dilute future earnings per share. | |
Recent Accounting Pronouncements | |
In April 2014, we adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No (ASU 2014-08), "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity". ASU 2014-08 on Discontinued Operations changes the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. Under the new guidance, a discontinued operation is defined as: (i) a disposal of a component or group of components that is disposed of or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity's operations and financial results or (ii) an acquired business or nonprofit activity that is classified as held for sale on the date of acquisition. The standard states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Under the current US GAAP, an entity is prohibited from reporting a discontinued operation if it has certain continuing cash flows or involvement component after the disposal. The new guidance eliminates these criteria. | |
Except the Accounting Standards Update 2014-10 indicated above, the Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value of Financial Instruments [Abstract] | ' |
Fair Value of Financial Instruments | ' |
Note F - Fair Value of Financial Instruments | |
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. | |
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 | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note G - Related Party Transactions | |
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. This contributed capital totaled $375 and $5,600 for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively. These amounts have been reflected as a component of additional paid-in capital in the accompanying unaudited balance sheets. | |
During the six months ended June 30, 2014 and the year ended December 31, 2013, Coquí contributed a total of $84,370 and $3,825 to support the Company's operations. This amount has been netted with loan to principal stockholder in the accompanying balance sheet at June 30, 2014 (see Note H). | |
The Company has advanced the net proceeds of its private placement to Coquí, which advances have not been documented by any loan agreements or notes. Additionally, the Company's former Chief Executive Officer was a principal of the Placement Agent which is raising the capital in the private placement and has received compensation directly from the private placement fees paid to the placement agent. See Note J. |
Loan_to_Principal_Stockholder
Loan to Principal Stockholder | 6 Months Ended |
Jun. 30, 2014 | |
Loan to Principal Stockholder [Abstract] | ' |
Loan to Principal Stockholder | ' |
Note H - Loan to Principal Stockholder | |
As of June 30, 2014 and December 31, 2013, the Company owes $88,195 and $3,825, respectively, to Coquí, the controlling stockholder of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand. | |
The Company has advanced $4,109,295 of the net proceeds from the sales of its common stock in its private placement to Coquí, which was recorded on the accompanying balance sheet as a loan to principal stockholder. As of June 30, 2014, the total net loan to Coqui was $4,021,100. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2014 | |
Concentration of Credit Risk [Abstract] | ' |
Concentration of Credit Risk | ' |
Note I - Concentration of Credit Risk | |
The Company loaned its cash from proceeds from the sale of its common stock from its private placement offering to its controlling stockholder. At times cash deposited with financial institutions may exceed federally insured limits. The Company has not experienced any losses in such accounts through June 30, 2014. At June 30, 2014, the Company cash balances were not insured. |
Capital_Stock_Transactions
Capital Stock Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Capital Stock Transactions [Abstract] | ' |
Capital Stock Transactions | ' |
Note J - Capital Stock Transactions | |
The Company in 2014 is conducting a private placement offering on a best efforts partial all-or-none basis, minimum offering of $3 million, maximum offering of $49,032,225. | |
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 its private placement offering to accredited investors in exchange for gross proceeds of $3,068,370. Pariter Securities, LLC ("Pariter") was paid $125,431 for acting as a placement agent for the offering, which was charged against the proceeds and recorded as a reduction of additional paid-in capital and 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: stock price and exercise price $3.31; risk free interest rate 1.5%; volatility factor, derived by using comparable public companies in the same industry, was 28% and the expected term of the warrant to be 5 years. | |
Additionally, Pariter waived cash commissions of $304,001 by electing to purchase 91,843 shares of the Company's common stock at the offering price of $3.31 per share (without commissions or expenses) and other fees of $1,000 were also paid and expensed. The net proceeds to the Company were $2,941,939. | |
On April 28, 2014 the Company closed on the sale of 368,000 shares of common stock at $3.31 per share in its private placement offering to accredited investors in exchange for gross proceeds of $1,218,080. Pariter was granted 36,800 common shares at $3.31 per share or the equivalent of $121,808 and was paid $48,723 for acting as a placement agent for the offering, which was charged against the proceeds and recorded as a reduction of additional paid-in capital and 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: stock price and exercise price $3.31; risk free interest rate 1.73%; volatility factor, derived by using comparable public companies in the same industry, was 28% and the expected term of the warrant to be 5 years. Other fees of $2,000 and additional legal fees of $9,001 were also paid. The net proceeds to the Company were $1,158,357. All funds received by the Company have been loaned to Coquí. | |
From May 19, 2014 to June 11, 2014 the Company received approximately $566,000 from investors offering to purchase approximately 171,000 shares of its common stock in its private placement offering. This amount is being held in the Company's legal counsel's escrow account at June 30, 2014 until the subscriptions are accepted and there is a closing of this tranche. | |
The Company's principal shareholder is Coquí. Coquí is a radio pharmaceutical company that seeks to establish a medical isotope production facility (the "Facility") to produce Molybdenum-99 ("Mo-99"). Mo-99 is used to manufacture one of the principal medical isotopes used for diagnostic applications in nuclear medicine. | |
The net proceeds of the Company's private placement offering will be used, primarily through advances to Coquí, for preparing an environmental report on the site where the Facility is 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. | |
Following completion of the required audit of Coquí, the intent is for Coquí to merge with the Company. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note K - Subsequent Events | |
The Company has implemented the most recent FASB accounting pronouncement for reporting subsequent events. This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. The adoption of this accounting pronouncement did not impact our financial position or results of operations. The Company evaluated all events or transactions that occurred after June 30, 2014, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying consolidated financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policy) | 6 Months Ended |
Jun. 30, 2014 | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | ' |
Use of Estimates | ' |
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. Actual results could differ from those estimates. | |
Cash and cash equivalents | ' |
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 | ' |
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 June 30, 2014 and December 31, 2013, 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. | |
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 | ' |
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 unaudited 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 June 30, 2014 and December 31, 2013 and subsequent thereto, 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. At June 30, 2014 there were 129,500 outstanding warrants to purchase shares of common stock of the Company which could dilute future earnings per share. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In April 2014, we adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No (ASU 2014-08), "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity". ASU 2014-08 on Discontinued Operations changes the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. Under the new guidance, a discontinued operation is defined as: (i) a disposal of a component or group of components that is disposed of or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity's operations and financial results or (ii) an acquired business or nonprofit activity that is classified as held for sale on the date of acquisition. The standard states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Under the current US GAAP, an entity is prohibited from reporting a discontinued operation if it has certain continuing cash flows or involvement component after the disposal. The new guidance eliminates these criteria. | |
Except the Accounting Standards Update 2014-10 indicated above, the Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. |
Basis_of_Presentation_Backgrou1
Basis of Presentation, Background and Description of Business (Details) (USD $) | 6 Months Ended | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Nov. 30, 2010 | Oct. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | |
Carolyn C. Shelton [Member] | Coqui [Member] | Coqui [Member] | Coqui [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Shares of common stock issued for cash | ' | ' | 9,500,000 | 400,000 | 9,500,000 | ' |
Proceeds from issuance of common stock, net of offering cost | $4,101,295 | ' | $9,500 | ' | ' | $280,000 |
Common stock issued for cash, price per share | ' | ' | $0.00 | ' | ' | ' |
Liquidity_Details
Liquidity (Details) (USD $) | 6 Months Ended | 1 Months Ended | 2 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 30, 2014 | Feb. 28, 2014 | Jun. 30, 2014 | |
Accredited investors [Member] | Accredited investors [Member] | Accredited investors [Member] | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock, net of offering cost | $4,101,295 | ' | ' | $1,158,357 | $2,941,939 | ' |
Shares of common stock issued for cash | ' | ' | ' | 368,000 | 927,000 | 171,000 |
Issuance of shares for cash | ' | ' | ' | $1,218,080 | $3,068,370 | $566,000 |
Preferred stock, shares authorized | 10,000,000 | ' | 10,000,000 | ' | ' | ' |
Common stock, shares authorized | 100,000,000 | ' | 100,000,000 | ' | ' | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | ' | ' |
Outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation | ' | ' |
Outstanding warrants which could dilute future earnings per share | 129,500 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
Halter Financial Group, Inc. [Member] | Halter Financial Group, Inc. [Member] | Coqui [Member] | Coqui [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Managed cash transferred from the bankruptcy creditor's trust | ' | ' | ' | $1,000 | ' | ' |
Capital contributed to support operations | 375 | 3,400 | 375 | 5,600 | ' | ' |
Amount contributed to support operations | $84,370 | ' | ' | ' | $84,370 | $3,825 |
Loan_to_Principal_Stockholder_
Loan to Principal Stockholder (Details) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Due to principal stockholder | ' | ' | $3,825 |
Loan to principal stockholder | 4,109,295 | ' | ' |
Due from principal stockholder | 4,021,100 | ' | ' |
Coqui [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Due to principal stockholder | 88,195 | ' | 3,825 |
Loan to principal stockholder | 4,109,295 | ' | ' |
Due from principal stockholder | $4,021,100 | ' | ' |
Capital_Stock_Transactions_Det
Capital Stock Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 2 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 30, 2014 | Feb. 28, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Jun. 30, 2014 | |
Placement agent, Pariter [Member] | Placement agent, Pariter [Member] | Placement agent, Pariter [Member] | Placement agent, Pariter [Member] | Minimum [Member] | Maximum [Member] | Accredited investors [Member] | Accredited investors [Member] | Accredited investors [Member] | |||||
Warrant [Member] | Warrant [Member] | ||||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private placement offering on a best efforts partial all-or-none basis, offering | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | $49,032,225 | ' | ' | ' |
Common stock issued for cash, price per share | ' | ' | ' | ' | $3.31 | $3.31 | ' | ' | ' | ' | $3.31 | $3.31 | ' |
Shares of common stock issued for cash | ' | ' | ' | ' | ' | 91,843 | ' | ' | ' | ' | 368,000 | 927,000 | 171,000 |
Issuance of shares for cash | ' | ' | ' | ' | ' | 304,001 | ' | ' | ' | ' | 1,218,080 | 3,068,370 | 566,000 |
Proceeds from issuance of common stock, net of offering cost | ' | ' | 4,101,295 | ' | ' | ' | ' | ' | ' | ' | 1,158,357 | 2,941,939 | ' |
Professional fees | 47,840 | 1,200 | 87,047 | 4,025 | 48,723 | 125,431 | ' | ' | ' | ' | ' | ' | ' |
Other fees paid and expensed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | 1,000 | ' |
Legal fees paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,001 | ' | ' |
Common shares granted for services, shares | ' | ' | ' | ' | 36,800 | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares granted for services | ' | ' | ' | ' | 121,808 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued | ' | ' | ' | ' | ' | ' | 36,800 | 92,700 | ' | ' | ' | ' | ' |
Expiration period | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' |
Warrant exercise price | ' | ' | ' | ' | ' | ' | $3.31 | $3.31 | ' | ' | ' | ' | ' |
Value of warrants issued | ' | ' | ' | ' | ' | ' | $34,000 | $84,000 | ' | ' | ' | ' | ' |
Model used to estimate fair value | ' | ' | ' | ' | ' | ' | 'Black Scholes | 'Black Scholes | ' | ' | ' | ' | ' |
Option exercise price | ' | ' | ' | ' | ' | ' | $3.31 | $3.31 | ' | ' | ' | ' | ' |
Risk free interest rate | ' | ' | ' | ' | ' | ' | 1.73% | 1.50% | ' | ' | ' | ' | ' |
Expected volatility rate | ' | ' | ' | ' | ' | ' | 28.00% | 28.00% | ' | ' | ' | ' | ' |
Option life | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' |