Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 10, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Entity Registrant Name | SMSA CRANE ACQUISITION CORP. | ||
Entity Central Index Key | 1473287 | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 11,663,448 | ||
Entity Public Float | $0 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash on hand and in bank | $238 | |
Total Assets | 238 | |
Current Liabilities | ||
Accounts payable - trade | 402 | 22,910 |
Due to parent | 148,760 | 3,825 |
Total Liabilities | 149,162 | 26,735 |
Contingencies (Note I) | ||
Stockholders' Deficit | ||
Preferred stock - $0.001 par value, 10,000,000 shares authorized. None issued and outstanding | ||
Common stock - $0.001 par value, 100,000,000 shares authorized. 11,663,448 and 10,000,005 shares issued and outstanding, respectively | 11,664 | 10,000 |
Additional paid-in capital | 49,546 | 58,835 |
Accumulated deficit | -210,372 | -95,332 |
Total Stockholders' Deficit | -149,162 | -26,497 |
Total Liabilities and Stockholders' Deficit | $238 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 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 | 11,663,448 | 10,000,005 |
Common stock, shares outstanding | 11,663,448 | 10,000,005 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statements of Operations [Abstract] | ||
Revenues | ||
Operating expenses | ||
Professional fees | 101,822 | 25,025 |
Other general and administrative costs | 13,218 | 7,346 |
Total operating expenses | 115,040 | 32,371 |
Loss from operations | -115,040 | -32,371 |
Provision for income taxes | ||
Net Loss | ($115,040) | ($32,371) |
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted | ($0.01) | $0 |
Weighted-average number of shares of common stock outstanding - basic and fully diluted | 11,240,808 | 10,000,005 |
Statement_of_Changes_in_Stockh
Statement of Changes in Stockholders' Deficit (USD $) | Total | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | $274 | $10,000 | $53,235 | ($62,961) |
Balances (in shares) at Dec. 31, 2012 | 10,000,005 | |||
Capital contributed to support operations | 5,600 | 5,600 | ||
Net loss for the year | -32,371 | -32,371 | ||
Balance at Dec. 31, 2013 | -26,497 | 10,000 | 58,835 | -95,332 |
Balances (in shares) at Dec. 31, 2013 | 10,000,005 | 10,000,005 | ||
Issuance of 927,000 shares at $3.31 per share, net of offering costs paid in cash to placement agent of $125,431 - Feb 14, 2014 | 2,942,939 | 927,000 | 2,942,012 | |
Issuance of 927,000 shares at $3.31 per share, net of offering costs paid in cash to placement agent of $125,431 - Feb 14, 2014, shares | 927,000 | |||
Issuance of 91,843 shares to placement agent - offering costs -Feb 14, 2014 | 91,843 | -92 | ||
Issuance of 91,843 shares to placement agent - offering costs -Feb 14, 2014, shares | 91,843 | |||
Issuance of 92,700 warrants to placement agent - offering costs - Feb 14, 2014 | ||||
Capital contributed to support operations | 375 | 375 | ||
Issuance of 368,000 shares at $3.31 per share, net of offering costs paid in cash to placement agent of $59,724- April 28, 2014 | 1,158,356 | 368,000 | 1,157,988 | |
Issuance of 368,000 shares at $3.31 per share, net of offering costs paid in cash to placement agent of $59,724- April 28, 2014, shares | 368,000 | |||
Issuance of 36,800 shares to placement agent - offering costs - April 28, 2014 | 36,800 | -37 | ||
Issuance of 36,800 shares to placement agent - offering costs - April 28, 2014, shares | 36,800 | |||
Issuance of 36,800 warrants to placement agent - offering costs - April 28, 2014 | ||||
Issuance of 171,000 shares at $3.31 per share, net of offering costs paid in cash to placement agent of $67,827 August 25, 2014 | 498,183 | 171,000 | 498,012 | |
Issuance of 171,000 shares at $3.31 per share, net of offering costs paid in cash to placement agent of $67,827 August 25, 2014, shares | 171,000 | |||
Issuance of 17,100 shares to placement agent - offering costs - August 25, 2014 | 17,100 | -17 | ||
Issuance of 17,100 shares to placement agent - offering costs - August 25, 2014, shares | 17,100 | |||
Issuance of 17,100 warrants to placement agent - offering costs - August 25, 2014 | ||||
Issuance of 47,000 shares at $3.31 per share, net of offering costs paid in cash to placement agent of $8,087 - December 9, 2014 | 147,483 | 47 | 147,436 | |
Issuance of 47,000 shares at $3.31 per share, net of offering costs paid in cash to placement agent of $8,087 - December 9, 2014, shares | 47,000 | |||
Issuance of 4,700 shares to placement agent - offering costs - December 9, 2014 | 5 | -5 | ||
Issuance of 4,700 shares to placement agent - offering costs - December 9, 2014, shares | 4,700 | |||
Issuance of 4,700 warrants to placement agent - offering costs - December 9, 2014 | ||||
Distribution to Parent | -4,754,961 | -4,754,961 | ||
Net loss for the year | -115,040 | -115,040 | ||
Balance at Dec. 31, 2014 | ($149,162) | $11,664 | $49,546 | ($210,372) |
Balances (in shares) at Dec. 31, 2014 | 11,663,448 | 11,663,448 |
Statement_of_Changes_in_Stockh1
Statement of Changes in Stockholders' Deficit (Parenthetical) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Aug. 31, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Changes in Stockholders' Deficit [Abstract] | ||||||
Common stock issued for cash, price per share | $3.31 | $3.31 | $3.31 | $3.31 | ||
Professional fees | $8,087 | $67,827 | $59,724 | $125,431 | $101,822 | $25,025 |
Warrants issued | 4,700 | 17,100 | 36,800 | 92,700 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ||
Net loss for the year | ($115,040) | ($32,371) |
Changes in operating working capital items: | ||
Decrease in Accounts payable and accrued expenses | -22,508 | 22,310 |
Net Cash Used in Operating Activities | -137,548 | -10,061 |
Cash Flows from Financing Activities: | ||
Sale of common stock, net of offering costs | 4,746,961 | |
Distribution to Parent | -4,754,961 | |
Advance from Parent | 144,935 | 3,825 |
Additional capital contributed to support operations | 375 | 5,600 |
Net Cash Provided by Financing Activities | 137,310 | 9,425 |
Decrease in Cash | -238 | -636 |
Cash at beginning of year | 238 | 874 |
Cash at end of year | 238 | |
Supplemental Disclosure of Interest and Income Taxes Paid: | ||
Interest paid during the period | ||
Income taxes paid during the period |
Background_and_Description_of_
Background and Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
Background and Description of Business [Abstract] | |
Background and Description of Business | Note A - Background and Description of Business |
SMSA Crane Acquisition Corp. was organized on September 9, 2009 as a Nevada corporation to effect the reincorporation of Senior Management Services of Crane, Inc., a Texas corporation, mandated by the plan of reorganization discussed below. | |
The Company's emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 caused a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity's fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post-bankruptcy, had no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualified as a shell company as defined in Rule 405 under the Securities Act of 1933, and Rule 12b-2 under the Securities Exchange Act of 1934. | |
On 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" or the "Parent") closed a transaction through which Coquí purchased 9,500,000 outstanding shares of common stock and agreed to purchase an additional 400,000 outstanding shares of common stock of the Company from existing shareholders in a private transaction in exchange for $280,000. The additional 400,000 shares were subsequently acquired on October 24, 2013 and Coquí became the majority controlling stockholder of the Company. | |
The Company was contemplating a possible merger with Coquí, the Parent, during the first nine months of 2014 and in the second half of 2013. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company (which may include Coquí, the Parent) 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. | |
Reorganization_Under_Chapter_1
Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | 12 Months Ended |
Dec. 31, 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 United States Bankruptcy Court, Northern District of Texas – Dallas Division on August 1, 2007 and became effective on August 10, 2007. On November 5, 2010, the Company entered into a transaction with Carolyn C. Shelton as discussed in Note A and a Certificate of Compliance with certain bankruptcy confirmation provisions was issued by the Bankruptcy Court on November 10, 2010. | |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Liquidity [Abstract] | |
Going Concern | Note C –Going Concern |
These financial statements have been prepared on a going concern basis which contemplate that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has no post-bankruptcy operating history; however, the Company has raised $4,746,961 , net of offering costs, in equity capital from January 2014 through the date of the filing of these financial statements, in contemplation of a possible reverse merger transaction with Coquí, the Parent, as discussed in Note A and below. The Company is no longer restricting its potential target company to Coquí, the Parent. No assurances can be given that the Company will be successful in locating or negotiating with any target company. | |
As of December 31, 2014, the Company has distributed $4,754,961 of the net proceeds from the sales of its common stock in its private placements to Coquí, the Parent, which was recorded as Distribution to parent on the accompanying balance sheet (see Note F). The Parent, Coqui has utilized the funds in pursuit of its business plan and therefore its ability to fund the Company is limited. | |
The Company is not conducting operations pending completion of a merger with an existing company or Coquí, the Parent. The Company is currently dependent upon financings to pay its legal and accounting fees. 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 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 takeovers 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. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments on the recoverability of assets or classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2014 | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 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, 2013, 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, 2014 there were 151,300 outstanding common stock warrants issued to Pariter to purchase shares of common stock of the Company, which could dilute future earnings per share. | |
Recent Accounting Pronouncements | |
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 adopted this ASU effective with the December 31, 2014 annual report on Form 10-K and its adoption resulted in the removal of previously required development stage. | |
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 Updates 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 and fair value measurements | 12 Months Ended | ||
Dec. 31, 2014 | |||
Fair Value of Financial Instruments and fair value measurements [Abstract] | |||
Fair Value of Financial Instruments and fair value measurements | 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 Parent 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 of the convertible debt approximates its fair value at December 31, 2014. The use of different assumptions or methodologies may have a material effect on the estimates of fair values. | |||
ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | |||
• | Level 1: | Observable inputs such as quoted prices in active markets; | |
• | Level 2: | Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
• | Level 3: | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Distribution_to_Parent_and_Rel
Distribution to Parent and Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Distribution to Parent and Related Party Transactions [Abstract] | |
Distribution to Parent and Related Party Transactions | Note F – Distribution to Parent and Related Party Transactions |
The Company has distributed all of the net proceeds of its private placements to Coquí, the Parent, which advances have not been documented by any loan agreements or notes. Additionally, the Company's former Chief Executive Officer, who is the brother of the Company's current Chief Executive Officer, was a principal of Pariter which raised capital in the private placements and has received compensation directly from the private placement fees. See Note K. | |
As of December 31, 2014, the Company has distributed $4,754,961 of the net proceeds from the sales of its common stock in its private placements to Coquí, the Parent, which was recorded as Distribution to parent on the accompanying balance sheet. | |
Halter Financial Group, Inc., pursuant to the Plan, managed the $1,000 in cash transferred from the bankruptcy creditor's trust on our behalf until exhausted and contributed additional monies through September 16, 2013 (the date of sale of shares of common stock to Coquí, the Parent (see Note A)) to support our operations. This contributed capital totaled $375 and $5,600 for the year ended December 31, 2014 and 2013, respectively. These amounts have been reflected as a component of additional paid-in capital in the accompanying balance sheets. | |
Due_to_Parent
Due to Parent | 12 Months Ended |
Dec. 31, 2014 | |
Due to Parent [Abstract] | |
Due to Parent | Note G –Due to Parent |
As of December 31, 2014 and December 31, 2013, the Company owes $148,760 and $3,825, respectively, to Coquí, the Parent of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand. | |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2014 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | Note H – Concentration of Credit Risk |
The Company distributed cash from the proceeds from the private placements to its Parent. 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, 2014. | |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Contingencies [Abstract] | |
Contingencies | Note I – Contingencies |
The Company was contemplating a possible merger by the Company and Coquí, the Parent, during the first nine months of 2014. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company (which may include Coquí, the Parent) seeking the perceived advantages of being a publicly traded corporation. | |
Coquí, the Parent, has informed the Company that Coquí is evaluating various strategic alternatives, which may include a merger with the Company or the eventual sale of Coquí's interest in the Company to one or more third parties that would be expected to seek a merger with the Company. Until such time as Coquí, the Parent, determines a course of action, the Company's ability to pursue a business combination will be limited. The timing of any such determination by Coquí, the Parent, is uncertain. No assurances can be given that the Company will be successful in pursuing a business combination in the near future or at all. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Income Taxes | Note J - Income Taxes | ||||||||||||
The components of income tax (benefit) expense for each of the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||
Year ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Federal: | |||||||||||||
Current | $ | — | $ | — | |||||||||
Deferred | — | — | |||||||||||
— | — | ||||||||||||
State: | |||||||||||||
Current | — | — | |||||||||||
Deferred | — | — | |||||||||||
— | — | ||||||||||||
Total | $ | — | $ | — | |||||||||
As of December 31, 2014, the Company has a net operating loss carryforward of approximately $210,000 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, 2014 and 2013 varied from the statutory rate of 34% as follows: | |||||||||||||
Year ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Statutory rate applied to income before income taxes | $ | (39,000 | ) | $ | (11,000 | ) | |||||||
Increase (decrease) in income taxes resulting from: | |||||||||||||
State income taxes | — | — | |||||||||||
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 39,000 | 11,000 | |||||||||||
Income tax expense | $ | — | $ | — | |||||||||
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, 2014 and 2013, 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, 2014 and 2013, respectively: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating loss carryforwards | $ | 71,400 | $ | 32,400 | |||||||||
Less valuation allowance | (71,400 | ) | (32,400 | ) | |||||||||
Net Deferred Tax Asset | $ | — | $ | — | |||||||||
During the each of the years ended December 31, 2014 and 2013, respectively, the valuation allowance for the deferred tax asset increased by approximately $39,000 and $11,000, respectively. Open tax years are from 2011. | |||||||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||||||
Stockholders' Equity | Note K- Stockholders' Equity | ||||||||||||||||
Pursuant to our Articles of Incorporation, our board has the authority, without further stockholder approval, to provide for the issuance of up to 10,000,000 shares of our preferred stock in one or more series and to determine the dividend rights, conversion rights, voting rights, rights in terms of redemption, liquidation preferences, the number of shares constituting any such series and the designation of such series. Our board has the power to afford preferences, powers and rights (including voting rights) to the holders of any preferred stock preferences, such rights and preferences being senior to the rights of holders of common stock. | |||||||||||||||||
Private Placement Closing - February 14, 2014 | |||||||||||||||||
The Company in 2014 conducted 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 a private placement to accredited investors for gross proceeds of $3,068,370. 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. Pariter was also issued 92,700 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $84,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.5%; volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. | |||||||||||||||||
Additionally, Pariter waived cash commissions of $304,001 by electing to receive 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 from the private placement were $2,941,939. All funds received by the Company have been distributed to Coquí, the Parent as of December 31, 2014. | |||||||||||||||||
Private Placement Closing - April 28, 2014 | |||||||||||||||||
On April 28, 2014 the Company closed on the sale of 368,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $1,218,080. Pariter 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. Pariter was also issued 36,800 five-year warrants exercisable at $3.31 per share. Other fees of $2,000 and additional legal fees of $9,001 were also paid. The net proceeds to the Company were $1,158,356. The valuation of the warrants issued to Pariter was approximately $34,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.73%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí, the Parent as of December 31, 2014. | |||||||||||||||||
Private Placement Closing - August 25, 2014 | |||||||||||||||||
On August 25, 2014, SMSA Crane closed on the sale of 171,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $566,010. Other fees of $350 and additional legal fees of $53,017 were also paid and expensed. The net proceeds to the Company from the offering, including all offering costs, were $498,183. Additionally, Pariter was granted 17,100 common shares at $3.31 per share or the equivalent of $56,601 and was paid $14,460 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. Pariter was also issued 17,100 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $16,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.69%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed loaned to Coquí, the Parent as of December 31, 2014. | |||||||||||||||||
Private Placement Closing – December 9, 2014 | |||||||||||||||||
On December 9, 2014, SMSA Crane closed on the sale of 47,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $155,570. Legal fees of $1,865 were paid and expensed. The net proceeds to the Company from the offering, including all offering costs, were $147,482. Additionally, Pariter was granted 4,700 common shares at $3.31 per share or the equivalent of $15,557 and was paid $6,222 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. Pariter was also issued 4,700 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $4,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.63%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí, the Parent as of December 31, 2014. | |||||||||||||||||
The total net proceeds from our private placements was $4,746,961. | |||||||||||||||||
The net proceeds of the Company's private placements were distributed to Coquí, the Parent and used, primarily by the Parent, for preparing an environmental report on the site where Coquí's proposed 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. | |||||||||||||||||
Stock Warrants | |||||||||||||||||
The following table summarizes all warrant activity: | |||||||||||||||||
Warrants | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
Outstanding at December 31, 2013 | — | — | — | — | |||||||||||||
Granted | 151,300 | $ | 3.31 | 5 | — | ||||||||||||
Exercised | — | — | — | — | |||||||||||||
Outstanding at December 31, 2014 | 151,300 | $ | 3.31 | 4.26 | — | ||||||||||||
Exercisable at December 31, 2014 | 151,300 | $ | 3.31 | 4.26 | — |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policy) | 12 Months Ended |
Dec. 31, 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. Significant estimates include the valuation of deferred tax assets. 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. | |
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 | 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, 2013, 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, 2014 there were 151,300 outstanding common stock warrants issued to Pariter to purchase shares of common stock of the Company, which could dilute future earnings per share. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
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 adopted this ASU effective with the December 31, 2014 annual report on Form 10-K and its adoption resulted in the removal of previously required development stage. | |
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 Updates indicated above, the Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Schedule of components of income tax (benefit) expense | |||||||||||||
Year ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Federal: | |||||||||||||
Current | $ | — | $ | — | |||||||||
Deferred | — | — | |||||||||||
— | — | ||||||||||||
State: | |||||||||||||
Current | — | — | |||||||||||
Deferred | — | — | |||||||||||
— | — | ||||||||||||
Total | $ | — | $ | — | |||||||||
Schedule of income tax expense (benefit) varied from the statutory rate of 34% | |||||||||||||
Year ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Statutory rate applied to income before income taxes | $ | (39,000 | ) | $ | (11,000 | ) | |||||||
Increase (decrease) in income taxes resulting from: | |||||||||||||
State income taxes | — | — | |||||||||||
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 39,000 | 11,000 | |||||||||||
Income tax expense | $ | — | $ | — | |||||||||
Schedule of net deferred tax asset | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating loss carryforwards | $ | 71,400 | $ | 32,400 | |||||||||
Less valuation allowance | (71,400 | ) | (32,400 | ) | |||||||||
Net Deferred Tax Asset | $ | — | $ | — |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||||||
Schedule of Warrant Activity | |||||||||||||||||
Warrants | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
Outstanding at December 31, 2013 | — | — | — | — | |||||||||||||
Granted | 151,300 | $ | 3.31 | 5 | — | ||||||||||||
Exercised | — | — | — | — | |||||||||||||
Outstanding at December 31, 2014 | 151,300 | $ | 3.31 | 4.26 | — | ||||||||||||
Exercisable at December 31, 2014 | 151,300 | $ | 3.31 | 4.26 | — |
Background_and_Description_of_1
Background and Description of Business (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2014 | Aug. 31, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2010 | Oct. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | |
Related Party Transaction [Line Items] | ||||||||||
Proceeds from issuance of common stock, net of offering cost | $4,746,961 | |||||||||
Common stock issued for cash, price per share | $3.31 | $3.31 | $3.31 | $3.31 | ||||||
Carolyn C. Shelton [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares of common stock issued for cash | 9,500,000 | |||||||||
Proceeds from issuance of common stock, net of offering cost | 9,500 | |||||||||
Common stock issued for cash, price per share | $0.00 | |||||||||
Coqui [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares of common stock issued for cash | 400,000 | 9,500,000 | ||||||||
Proceeds from issuance of common stock, net of offering cost | $280,000 |
Going_Concern_Details
Going Concern (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Proceeds from issuance of common stock, net of offering cost | $4,746,961 | |
Distribution to parent | $4,754,961 | |
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) | 12 Months Ended | |
Dec. 31, 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 common stock warrants which could dilute future earnings per share | 151,300 |
Distribution_to_Parent_and_Rel1
Distribution to Parent and Related Party Transactions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Capital contributed to support operations | $375 | $5,600 |
Distribution to parent | 4,754,961 | |
Halter Financial Group, Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Managed cash transferred from the bankruptcy creditor's trust | 1,000 | |
Capital contributed to support operations | $375 | $5,600 |
Due_to_Parent_Details
Due to Parent (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Due to Parent [Abstract] | ||
Due to parent | $148,760 | $3,825 |
Income_Taxes_Schedule_of_Compo
Income Taxes (Schedule of Components of Income Tax (Benefit) Expense) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Federal: | ||
Current | ||
Deferred | ||
Federal Income Tax (Benefit) Expense | ||
State: | ||
Current | ||
Deferred | ||
State Income Tax (Benefit) Expense | ||
Total income tax expense |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | ||
Net operating loss carryforward available to offset future taxable income | $210,000 | |
Look-back period | 3 years | |
Minimum percentage change in control | 50.00% | |
Increase in valuation allowance for the deferred tax asset | $39,000 | $11,000 |
Income_Taxes_Schedule_of_Incom
Income Taxes (Schedule of Income Tax Expense (Benefit) Varied From Statutory Rate) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | ||
Statutory income tax rate (as a percent) | 34.00% | 34.00% |
Statutory rate applied to income before income taxes | ($39,000) | ($11,000) |
Increase (decrease) in income taxes resulting from: | ||
State income taxes | ||
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 39,000 | 11,000 |
Total income tax expense |
Income_Taxes_Schedule_of_Net_D
Income Taxes (Schedule of Net Deferred Tax Asset) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets | ||
Net operating loss carryforwards | $71,400 | $32,400 |
Less valuation allowance | -71,400 | -32,400 |
Net Deferred Tax Asset |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Aug. 31, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders Equity [Line Items] | ||||||
Common stock issued for cash, price per share | $3.31 | $3.31 | $3.31 | $3.31 | ||
Proceeds from issuance of common stock, net of offering cost | $4,746,961 | |||||
Professional fees | 8,087 | 67,827 | 59,724 | 125,431 | 101,822 | 25,025 |
Warrants issued | 4,700 | 17,100 | 36,800 | 92,700 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Placement agent, Pariter [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Shares of common stock issued for cash | 4,700 | 17,100 | 36,800 | 91,843 | ||
Issuance of shares for cash | 15,557 | 56,601 | 121,808 | 304,001 | ||
Common stock issued for cash, price per share | $3.31 | $3.31 | $3.31 | $3.31 | ||
Professional fees | 6,222 | 14,460 | 48,723 | 125,431 | ||
Placement agent, Pariter [Member] | Warrant [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Warrants issued | 4,700 | 17,100 | 36,800 | 92,700 | ||
Expiration period | 5 years | 5 years | 5 years | 5 years | ||
Warrant exercise price | $3.31 | $3.31 | $3.31 | $3.31 | $3.31 | |
Value of warrants issued | 4,000 | 16,000 | 34,000 | 84,000 | ||
Model used to estimate fair value | Black Scholes | Black Scholes | Black Scholes | Black Scholes | ||
Option exercise price | $3.31 | $3.31 | $3.31 | $3.31 | $3.31 | |
Risk free interest rate | 1.63% | 1.69% | 1.73% | 1.50% | ||
Expected volatility rate | 28.00% | 28.00% | 28.00% | 28.00% | ||
Option life | 5 years | 5 years | 5 years | 5 years | ||
Minimum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Private placement offering on a best efforts partial all-or-none basis, offering | 3,000,000 | |||||
Maximum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Private placement offering on a best efforts partial all-or-none basis, offering | 49,032,225 | |||||
Accredited investors [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Shares of common stock issued for cash | 47,000 | 171,000 | 368,000 | 927,000 | ||
Issuance of shares for cash | 155,570 | 566,010 | 1,218,080 | 3,068,370 | ||
Common stock issued for cash, price per share | $3.31 | $3.31 | $3.31 | $3.31 | ||
Proceeds from issuance of common stock, net of offering cost | 147,482 | 498,183 | 1,158,356 | 2,941,939 | ||
Other fees paid and expensed | 350 | 2,000 | 1,000 | |||
Legal fees paid | $1,865 | $53,017 | $9,001 |
Stockholders_Equity_Schedule_o
Stockholders' Equity (Schedule of Warrant Activity) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Warrants | |
Outstanding | |
Granted | 151,300 |
Exercised | |
Outstanding | 151,300 |
Exercisable | 151,300 |
Weighted Average Exercise Price | |
Outstanding | |
Granted | $3.31 |
Exercised | |
Outstanding | $3.31 |
Exercisable | $3.31 |
Aggregate Intrinsic Value | |
Outstanding | |
Granted | |
Exercised | |
Outstanding | |
Exercisable | |
Weighted Average Remaining Contractual Life (Years) | |
Granted | 5 years |
Outstanding | 4 years 3 months 4 days |
Exercisable | 4 years 3 months 4 days |