Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 30, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'SMSA BALLINGER ACQUISITION CORP | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001567900 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 10,030,612 |
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 | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash on hand and in bank | $156 | $9,500 |
Total Assets | 156 | 9,500 |
Current Liabilities | ' | ' |
Accounts payable - trade | 16,690 | 6,440 |
Total Liabilities | 16,690 | 6,440 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Preferred stock - $0.001 par value 10,000,000 shares authorized.None issued and outstanding | 0 | ' |
Common stock - $0.001 par value.100,000,000 shares authorized.10,030,612 and 10,030,612 shares issued and outstanding, respectively | 10,031 | 10,031 |
Additional paid-in capital | 14,867 | 12,967 |
Deficit accumulated during the development stage | -41,432 | -19,938 |
Total Stockholders' Equity (Deficit) | -16,534 | 3,060 |
Total Liabilities and Stockholders' Equity (Deficit) | $156 | $9,500 |
Balance_Sheets_Parentheticals
Balance Sheets Parentheticals (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
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 | 10,030,612 | 10,030,612 |
Common Stock, shares outstanding | 10,030,612 | 10,030,612 |
Statements_of_Operations_unaud
Statements of Operations (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 86 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Revenues {1} | ' | ' | ' | ' | ' |
Revenues | $0 | ' | ' | ' | ' |
Operating expenses | ' | ' | ' | ' | ' |
Reorganization costs | ' | ' | ' | ' | 2,200 |
Professional fees | 14,000 | 5,193 | 21,398 | 5,193 | 35,871 |
Other general and administrative costs | 36 | 659 | 96 | 659 | 3,361 |
Total operating expenses | 14,036 | 5,852 | 21,494 | 5,852 | 41,432 |
Loss from operations | -14,036 | -5,852 | -21,494 | -5,852 | -41,432 |
Provision for income taxes | 0 | ' | ' | ' | ' |
Net Loss | ($14,036) | ($5,852) | ($21,494) | ($5,852) | ($41,432) |
Net loss per weighted-average share of common stock outstanding,computed on net loss - basic | $0 | ($0.01) | $0 | ($0.01) | ' |
Weighted-average number of shares of common stock outstanding - basic and fully diluted | 10,030,612 | 6,829,525 | 10,030,612 | 2,771,884 | ' |
Statements_of_Cash_Flows_unaud
Statements of Cash Flows (unaudited) (USD $) | 9 Months Ended | 86 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Cash Flows from Operating Activities | ' | ' | ' |
Net loss for the period | ($21,494) | ($5,852) | ($41,432) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Increase (Decrease) in Accounts payable | 10,250 | 2,500 | 16,690 |
Net cash used in operating activities | -11,244 | -3,352 | -24,742 |
Cash Flows from Investing Activities | 0 | ' | ' |
Cash Flows from Financing Activities | ' | ' | ' |
Sale of common stock | ' | ' | 9,500 |
Cash funded from bankruptcy trust | ' | ' | 1,000 |
Additional capital contributed to support operations | 1,900 | 3,352 | 14,398 |
Net cash provided by financing activities | 1,900 | 3,352 | 24,898 |
Increase (Decrease) in Cash | -9,344 | ' | 156 |
Cash at beginning of period | 9,500 | ' | ' |
Cash at end of period | 156 | ' | 156 |
Interest and Income Taxes Paid | ' | ' | ' |
Interest paid during the period | 0 | ' | ' |
Income taxes paid during the period | 0 | ' | ' |
Investing and Financing Activities | ' | ' | ' |
Sale of Common Stock on Share Purchase agreement with deferred settlement | ' | $9,500 | ' |
Background_and_Description_of_
Background and Description of Business | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies: | ' |
Background and Description of Business | ' |
Note A - Background and Description of Business | |
SMSA Ballinger Acquisition Corp. (“Company”) was organized on October 4, 2011 as a Nevada corporation to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, (the Company’s predecessor company) mandated by the August 1, 2007 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, had 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 and Rule 12b-2 under the Securities Exchange Act of 1934, (“Exchange Act”). | |
On August 1, 2013, the Company entered into a share purchase agreement with Orsolya Peresztegi, also known as Orsolya Peresztegi Halter, pursuant to which she acquired 9.5 million shares of the Company’s common stock for $9,500 cash or $0.001 per share. As a result of this transaction, there was a change in control of the Company with Ms. Peresztegi owning 94.7% of its 10,030,612 outstanding shares of common stock. | |
The Company entered into a distributor agreement on August 1, 2013. The distributor agreement granted the Company the exclusive right to sell products of Snotarator LLC, a Frisco, Texas based Texas limited liability company. The distribution rights are limited to countries within South America. The term of the agreement expires on May 15, 2015 and may be extended for an additional two years with the written consent of both parties to the agreement. Currently the distributor agreement relates to two products, Snotarator and Snotaphant nasal aspirator products. | |
The Company’s current business plan is to market and sell healthcare related consumer products in South America. Under the Snotarator distributor agreement the Company initially intends to market the Snotarator nasal aspirator products to major discount and drugstore retail stores which offer consumer healthcare products in Brazil and Chile. Additionally, the Company may offer its products directly to consumers through social media sites, internet retailers and by advertising on internet search engine websites. The Company will market and sell in South America other consumer products as may from time to time become available to it through the distributor agreement with Snotarator. The Company also may enter into distributorship and license agreements for additional consumer healthcare products with manufacturers and other healthcare product distributors, which activity is not precluded by the distribution agreement with Snotarator LLC. | |
On April 15, 2014, the Company engaged HFG Consulting LLC, a Dallas based business consulting firm, who has agreed, for no consideration, to assist the Company with its initial marketing efforts in South America. HFG Consulting LLC is an affiliate of Halter Financial Group, Inc. (“HFG”) and Halter Financial Investments LP (“HFI”), who owns 400,000 shares of the Company’s common stock. Timothy P. Halter, a former officer and director of the Company, is a principal of HFG and HFI. | |
HFG Consulting has developed relationships with accounting, legal and consulting firms in Sao Paulo, Brazil and Santiago, Chile. The Company’s initial marketing strategy will be to ascertain through the South American business contacts of HFG Consulting whether or not its products and their price structure would be acceptable by consumers in Brazil and Chile. Additionally it is anticipated that such firms will introduce the Company and its products to slotting agents, product distribution firms and representatives of drugstores and other retail stores. The Company will initiate its marketing research efforts by the end of the third quarter this year. The Company will take approximately six months for it to determine whether its products have marketing viability and to obtain indications of interest from sales organizations and retail outlets in Brazil and Chile. | |
If the Company receives affirmative responses from its initial marketing research efforts, the Company intends to seek the engagement of the services of slotting agents, product distribution firms and independent commissioned sales personnel to assist the Company with the promotion, marketing and commercialization of its products in Brazil and Chile. The Company also will seek to enter into distributorship and license agreements for additional consumer healthcare products with manufacturers and other healthcare product distributors seeking to enter the Brazil and Chile markets or desiring to expand their products distribution in South America. | |
The Company does not have any current arrangements, understandings or agreements with any sales companies, or sales personnel to sell or distribute its products nor does the Company have any arrangements, understandings or agreements with any person or entity relating to the manufacture, marketing or distribution of any products, including its Snotarator nasal aspirator products. | |
Reorganization_Under_Chapter_1
Reorganization Under Chapter 11 of the U. S. Bankruptcy Code | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Reorganization Under Chapter 11 of the U. S. Bankruptcy CodeReorganizations: | ' | ||||
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 Heritage Oaks at Ballinger, 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 | |||||
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 or acquisition 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 prohibited any of these claims from being asserted against the Company prior to the contemplated business transaction. | |||||
All assets, liabilities and other claims which arose 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 Heritage Oaks at Ballinger, Inc. (our predecessor company) agreed to accept Plan Shares in SMSA Ballinger Acquisition Corp., as reorganized, in lieu of asserting recovery of their claims against the Plan’s liquidating trust. | |||||
It was determined that SMSA Ballinger Acquisition Corp’s reorganization value computed immediately before the confirmation date of the Plan as 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 Ballinger 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 Ballinger 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 Ballinger 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 Ballinger Acquisition Corp.’s reorganization capital structure should be as follows: | |||||
Common Stock (530,612 “new” shares to be issued at $0.001 par value) | $ | 531 | |||
Additional paid-in capital | 469 | ||||
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. | |||||
The SMS Debtor Companies bankruptcy case is closed as a final decree has been entered. The confirmation order of the Plan was effective on August 10, 2007. No appeal was filed. The Company was subject to the jurisdiction of the bankruptcy court until it consummated the business transaction with Snotarator LLC and issued 9.5 million of its shares of common stock to Orsolya Peresztegi on August 1, 2013. Accordingly, the Company has filed a certificate of compliance with the bankruptcy court which stated that the requirements of the Plan had been met, resulting, as provided in the Plan, in the Company’s discharge to be deemed granted and that the confirmation order as applicable to the Company was effective. | |||||
The Company disclosed in the certificate of compliance which it filed with the bankruptcy court on August 5, 2013 the basic terms of the distributor and stock purchase agreements it entered into on August 1, 2013. Further the Company certified to the bankruptcy court in the certificate of compliance that the entry into the distributor agreement met the requirements of the Plan. Under the provisions of the Plan, other than the Company’s requirement to file the certificate of compliance with the court, no further action was required by the Company or the bankruptcy court. |
Preparation_of_Financial_State
Preparation of Financial Statements | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation 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. | |
Interim Financial Statements | |
The unaudited interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. | |
The unaudited financial statement and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and note thereto, included in the Company’s Annual Report on Form 10-K. |
Going_Concern_Uncertainty
Going Concern Uncertainty | 9 Months Ended |
Sep. 30, 2014 | |
Going Concern Uncertainty: | ' |
Going Concern Uncertainty | ' |
Note D - Going Concern Uncertainty | |
The Company has no revenues, nominal cash, no operating assets, has conducted limited business activities 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 the Company’s ability to continue as a going concern exists at the date of their opinion. | |
On August 1, 2013, the Company entered into a distributor agreement with Snotarator LLC, a Frisco, Texas based limited liability company, (Snotarator) to obtain the exclusive right to sell the products of Snotarator in South America. Additionally, on August 1, 2013, the Company sold 9,500,000 shares of restricted, unregistered common stock to Orsolya Peresztegi Halter for $9,500, or $0.001 per share. There is no assurance that the Company will be able to successfully exploit the distributor agreement or, if successful, that such exploitation will result in the appreciation of our stockholders’ investment in the then outstanding common stock. | |
The Company is dependent upon external sources of financing; including being fully dependent upon our majority stockholder to provide sufficient working capital to preserve the integrity of our corporate entity. It is the intent of the Company’s majority stockholder to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity; however, no formal commitment or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for the Company’s majority stockholder to provide additional future funding. The Company and its majority stockholder are at the mercy of future economic trends and business operations for its majority stockholder to have the resources available to support the Company. Should this pledge fail to provide financing, the Company has not identified any alternative sources of working capital to support its operations. | |
The Company’s ultimate 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 may compensate providers of service to it by issuance of common stock in lieu of cash. | |
The Company anticipates offering equity or debt securities to potential investors through a private or public offering. However, there is no assurance that it will be able to obtain funding through the sales of additional equity or debt 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 its ability to obtain debt or equity financing as well as impede potential takeover, which takeover may be in the best interest of stockholders. The Company’s ability to issue these authorized but unissued securities may also negatively impact its ability to raise additional capital through the sale of debt or equity securities. | |
In such a restricted cash flow scenario, the Company may be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow or additional funding, it may become dormant until such time as sufficient working capital becomes available. | |
While the Company is of the opinion that good faith estimates of its ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that it 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, 2014 | ||
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 August 1, 2007. The Company does not anticipate any examinations of returns filed for periods ending after August 1, 2007. | ||
The Company uses the asset and liability method of accounting for income taxes. At September 30, 2014 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, 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, 2014 and December 31, 2013, 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. | ||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |
Sep. 30, 2014 | ||
Related Party Transactions | ' | |
Related Party Transactions | ' | |
Note F - Related Party Transactions | ||
The Company does not have any special committee, policy or procedure related to the review, approval or ratification of related party transactions. During the nine month period ended September 30, 2014 and the fiscal year ended December 31, 2013, respectively, there have related party transactions between the Company and any of its directors, officers and principal stockholders as below: | ||
· | The participation of HFG and Timothy P. Halter, our former officer and director, in our plan of reorganization, which included the payment of certain operating expenses by HFG and/or HFI, and, in accordance with the Plan, the original issuance to HFG of 400,000 shares of our common stock for satisfaction of certain administrative claims; | |
· | The entry into the distributor agreement on August 1, 2013 with Snotarator LLC., a limited liability company in which Orsolya Peresztegi (our current sole officer, director and majority stockholder) also serves as a manager and is a principal owner; | |
· | The sale on August 1, 2013 of 9.5 million shares of our common stock to Orsolya Peresztegi for cash of $9,500 received on December 30, 2013; and | |
· | The agreement by HFG Consulting, an affiliate of Timothy P. Halter, to assist the Company, for no consideration, with its market research efforts in Brazil and Chile. | |
· | HFG and/or HFI collectively contributed approximately $1,900, $5,852 and $14,398 for the nine months ended September 30, 2014, for the year ended December 31, 2013 and for the period from August 1, 2007 (date of bankruptcy settlement) through September 30, 2014 respectively, to support our operations during such periods and was recorded as additional paid in capital. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | ' |
Note G - Fair Value of Financial Instruments | |
The carrying amount of cash and accounts 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. | |
ASC 820, “Fair Value Measurements and Disclosure,” (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). | |
The three levels are described below: | |
Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; | |
Level 2 Inputs — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; | |
Level 3 Inputs — Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Income Taxes: | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
Note H - Income Taxes | |||||||||||||
As of September 30, 2014, the Company has a net operating loss carryforward of approximately $41,000 to offset future taxable income after the effect of the August 2013 change in control transaction. 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 the nine months ended September 30, 2014 and for the period from August 1, 2007 (date of bankruptcy settlement) through September 30, 2014 varied from the statutory rate of 34% as follows: | |||||||||||||
Nine Months Ended | Period from | ||||||||||||
1-Aug-07 | |||||||||||||
(date of | |||||||||||||
bankruptcy | |||||||||||||
settlement) | |||||||||||||
through | |||||||||||||
September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | |||||||||||
Statutory rate applied to income before income taxes | $ | (7,300 | ) | $ | (2,000 | ) | $ | (14,100 | ) | ||||
Increase (decrease) in income taxes resulting from: | |||||||||||||
State income taxes | |||||||||||||
Other, including reserve for deferred tax asset and | 7,300 | 2,000 | 14,100 | ||||||||||
application of net operating loss carryforward | |||||||||||||
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 September 30, 2014 and December 31, 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 September 30, 2014 and December 31, 2013, respectively: | |||||||||||||
September 30, | December 31, | ||||||||||||
Deferred tax assets | 2014 | 2013 | |||||||||||
Net operating loss carryforwards | $ | 14,100 | $ | 6,800 | |||||||||
Less valuation allowance | (14,100 | ) | (6,800 | ) | |||||||||
Net Deferred Tax Asset | $ | - | $ | - | |||||||||
During the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively, the valuation allowance for the deferred tax asset increased by approximately $7,300 and $4,200. | |||||||||||||
Capital_Stock_Transactions
Capital Stock Transactions | 9 Months Ended |
Sep. 30, 2014 | |
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 a sufficient number of Plan Shares to meet the requirements of the Plan. Such number was estimated in the Plan to be approximately 500,000 Plan Shares relative to each Post Confirmation Debtor. | |
As provided in the Plan, 80% of the Plan Shares of the Company were issued to HFG in exchange for the release of its Allowed Administrative Claims, for the performance of certain services and the payment of certain fees related to the anticipated reverse merger or acquisition transactions described in the Plan. | |
The Company issued an aggregate 530,612 shares of the Company’s “new” common stock to all unsecured creditors, including 400,000 shares issued to HFG in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust. The 530,612 Plan Shares were issued pursuant to Section 1145 of the U.S. Bankruptcy Code. | |
Effective October 4, 2011, as allowed under the Plan, HFG transferred its 400,000 Plan Shares to Halter Financial Investments, L.P. (“HFI”), a Texas limited partnership controlled by Timothy P. Halter, a former officer and director of the Company. | |
On August 1, 2013, the Company entered into a share purchase agreement with Orsolya Peresztegi, pursuant to which she acquired 9.5 million shares at $0.001 per shares of the Company’s common stock for a deferred payment of $9,500 received on December 30, 2013. As a result of this transaction, 10,030,612 shares of the Company’s 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, 2014 | |
Subsequent Events: | ' |
Subsequent Events | ' |
Note J - Subsequent Events | |
Management has evaluated all other activity of the Company through 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 restated financial statements. | |
Accounting_Policies_Policies
Accounting Policies (Policies) | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies (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 | ||
Reorganization costs , Policy | ' | |
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 August 1, 2007. The Company does not anticipate any examinations of returns filed for periods ending after August 1, 2007. | ||
The Company uses the asset and liability method of accounting for income taxes. At September 30, 2014 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, 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, Policy | ' | |
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, 2014 and December 31, 2013, 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. |
Schedule_of_reorganization_Tab
Schedule of reorganization (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Schedule of reorganization: | ' | ||||
Schedule of reorganization value | ' | ||||
It was determined that SMSA Ballinger Acquisition Corp’s reorganization value computed immediately before the confirmation date of the Plan as 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 | |||
Schedule of postpetition liabilities | ' | ||||
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 | $ | - | |||
Schedule of reorganization capital structure | ' | ||||
After consideration of SMSA Ballinger 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 Ballinger Acquisition Corp.’s reorganization capital structure should be as follows: | |||||
Common Stock (530,612 “new” shares to be issued at $0.001 par value) | $ | 531 | |||
Additional paid-in capital | 469 | ||||
Total reorganized capital structure | $ | 1,000 |
Schedule_of_Income_Taxes_Table
Schedule of Income Taxes (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Schedule of Income Taxes: | ' | ||||||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||||||
The Company's income tax expense (benefit) for the nine months ended September 30, 2014 and for the period from August 1, 2007 (date of bankruptcy settlement) through September 30, 2014 varied from the statutory rate of 34% as follows: | |||||||||||||
Nine Months Ended | Period from | ||||||||||||
1-Aug-07 | |||||||||||||
(date of | |||||||||||||
bankruptcy | |||||||||||||
settlement) | |||||||||||||
through | |||||||||||||
September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | |||||||||||
Statutory rate applied to income before income taxes | $ | (7,300 | ) | $ | (2,000 | ) | $ | (14,100 | ) | ||||
Increase (decrease) in income taxes resulting from: | |||||||||||||
State income taxes | |||||||||||||
Other, including reserve for deferred tax asset and | 7,300 | 2,000 | 14,100 | ||||||||||
application of net operating loss carryforward | |||||||||||||
Income tax expense | $ | - | $ | - | $ | - | |||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||||||
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 September 30, 2014 and December 31, 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 September 30, 2014 and December 31, 2013, respectively: | |||||||||||||
September 30, | December 31, | ||||||||||||
Deferred tax assets | 2014 | 2013 | |||||||||||
Net operating loss carryforwards | $ | 14,100 | $ | 6,800 | |||||||||
Less valuation allowance | (14,100 | ) | (6,800 | ) | |||||||||
Net Deferred Tax Asset | $ | - | $ | - |
Organization_Details
Organization (Details) (USD $) | Apr. 15, 2014 | Aug. 01, 2013 |
ORGANIZATION AND DESCRIPTION: | ' | ' |
Acquired Common Stock Shares under share purchase agreement | ' | 9,500,000 |
Acquired Common Stock Value under share purchase agreement | ' | $9,500 |
Common Stock Shares Par Value under share purchase agreement | ' | $0.00 |
Common stock are currently issued and outstanding | ' | 10,030,612 |
Percentage of acquisition under share purchase agreement | ' | 94.70% |
Shares of the Company's common stock owned by HFG and HFI | 400,000 | ' |
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 | ' | $8,300,000 | ' |
Credit facility revolving loan | ' | 15,000,000 | ' |
Lender agreed to provide an additional to fund payroll | ' | ' | 1,700,000 |
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 (530,612 "new" shares to be issued at $0.001 par value). | $531 |
Additional paid-in capital. | 469 |
Total reorganized capital structure. | $1,000 |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
GOING CONCERN: | ' | ' |
Company authorize the issuance of Shares of common stock | 100,000,000 | ' |
Company authorize the issuance of Shares of preferred stock | 10,000,000 | ' |
Company sold shares of restricted, unregistered common stock to Orsolya Peresztegi Halter | ' | 9,500,000 |
Value of shares of restricted, unregistered common stock to Orsolya Peresztegi Halter | ' | $9,500 |
Per share value of restricted stock issued | ' | $0.00 |
Related_Party_Transaction_Deta
Related Party Transaction (Details) (USD $) | 9 Months Ended | 12 Months Ended | 86 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Related Party Transaction: | ' | ' | ' |
Contributed capital to support operations | $1,900 | $5,852 | $14,398 |
The original issuance to HFG of shares of our common stock for satisfaction of certain administrative claims | ' | 400,000 | ' |
Sale of shares of our common stock to Orsolya Peresztegi for cash | ' | 9,500,000 | ' |
Proceeds received from Sale of shares of our common stock to Orsolya Pereszteg | ' | $9,500 | ' |
INCOME_TAX_EXPENSE_BENEFIT_VAR
INCOME TAX EXPENSE BENEFIT VARIED FROM STATUTORY RATE (Details) (USD $) | 9 Months Ended | 86 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
INCOME TAX EXPENSE BENEFIT VARIED FROM STATUTORY RATE: | ' | ' | ' |
Statutory rate applied to income before income taxes | ($7,300) | ($2,000) | ($14,100) |
State income taxes | 0 | 0 | 0 |
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 7,300 | 2,000 | 14,100 |
Income tax expense. | 0 | 0 | 0 |
Company has a net operating loss carryforward to offset future taxable income | $41,000 | ' | ' |
DEFERRED_TAX_ASSETS_COMPONENTS
DEFERRED TAX ASSETS COMPONENTS (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Deferred tax assets | ' | ' |
Net operating loss carryforwards | $14,100 | $6,800 |
Less valuation allowance | -14,100 | -6,800 |
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, 2014 | Dec. 31, 2013 | |
VALUATION ALLOWANCE FOR DEFERRED TAX ASSET: | ' | ' |
Valuation allowance for the deferred tax asset increased by approximately | $7,300 | $4,200 |
CAPITAL_STOCK_TRANSACTION_Deta
CAPITAL STOCK TRANSACTION (Details) (USD $) | Sep. 30, 2014 | Oct. 04, 2011 |
CAPITAL STOCK TRANSACTION: | ' | ' |
Company issued a sufficient number of Plan Shares to meet the requirements of the Plan | 500,000 | ' |
Common stock was issued to holders of various claims | 530,612 | ' |
Shares issued under Share Purchase Agreement | 9,500,000 | ' |
Value of shares issued under Share Purchase Agreement | $9,500 | ' |
Per share value of shares issued under Share Purchase Agreement | $0.00 | ' |
Shares of common stock currently issued and outstanding | 10,030,612 | ' |
Percentage of the Plan Shares of the Company were issued to HFG | ' | 80.00% |
Percentage of the Plan Shares of the Company were issued to other holders of various claims as defined in the Plan | ' | 20.00% |
HFG transferred its Plan Shares to Halter Financial Investments, L.P | ' | 400,000 |