UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2018

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 000-53800

SMSA Crane Acquisition Corp.

(Exact name of registrant as specified in its charter)

Nevada	27-0984742
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4 Orinda Way, Suite 180-C, Orinda, CA  94563

(Address of principal executive offices, Zip Code)

(925) 791-1440

(Registrant's telephone number, including area code)

________________________________________________________

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)

 Securities registered pursuant to Section 12(b) of the Act:  

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨  No þ

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨  No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨ Non-Accelerated Filer þ	Accelerated Filer ¨ Smaller reporting company þ
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ  No ¨

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10,047,495 common shares as of January 15, 2020.

 

 

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TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

Our financial statements included in this Form 10-Q are as follows:

 

2	Condensed Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited);
3	Condensed Statements of Operations for the three and nine months ended September 30, 2018 and 2017 (unaudited);
4	Condensed Statements of Changes in Stockholders' Equity (Deficit) for the nine months ended September 30, 2018 and 2017 (unaudited);
5	Condensed Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (unaudited);
6	Notes to Unaudited Condensed Financial Statements.

 

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2018 are not necessarily indicative of the results that can be expected for the full year.

1

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SMSA Crane Acquisition Corp.

Condensed Balance Sheets

September 30, 2018 and December 31, 2017

(Unaudited)

		September 30,				December 31,
		2018				2017
ASSETS
Current Assets
Cash – attorney escrow account		$	—			$	19,265
Total Current Assets		$	—			$	19,265
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses		$	17,595			$	7,393
Due to shareholder			39,115				39,115
Total Current Liabilities			56,710				46,508
Total Liabilities			56,710				46,508
Stockholders' Deficit
Preferred stock - $0.001 par value
10,000,000 shares authorized.
No shares issued and outstanding			—				—
Common stock - $0.001 par value.
100,000,000 shares authorized.
10,047,495 shares issued and outstanding			10,048				10,048
Additional paid-in capital			341,928				341,928
Accumulated deficit			(408,686	)			(379,219	)
Total Stockholders' Deficit			(56,710	)			(27,243	)
Total Liabilities and Stockholders' Deficit		$	—			$	19,265

The accompanying notes are an integral part of these financial statements

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SMSA Crane Acquisition Corp.

Condensed Statements of Operations

Three Months and Nine Months Ended September 30, 2018 and 2017

(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2018				2017				2018				2017
Revenues		$	—			$	—			$	—			$	—
Operating expenses
Professional fees			649				8,845				23,256				45,845
Other general and administrative costs			987				3,321				6,211				9,169
Total operating expenses			1,636				12,166				29,467				55,014
Other Income (Expense)
Total Other Income (Expense)		$	—			$	—			$	—			$	—
Income (Loss) from operations			(1,636	)			(12,166	)			(29,467	)			(55,014	)
Provision for income taxes			—				—				—				—
Net Income (Loss)		$	(1,636	)		$	(12,166	)		$	(29,467	)		$	(55,014	)
Earnings (Loss) per weighted-average share
of common stock outstanding,
computed on net income (loss) - basic
and fully diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.01	)
Weighted-average number of
shares of common stock
outstanding - basic and
fully diluted			10,047,495				10,047,495				10,047,495				10,245,213

The accompanying notes are an integral part of these financial statements

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SMSA Crane Acquisition Corp.

Statements of Changes in Stockholders' Equity (Deficit)

For the Nine Months Ended September 30, 2018 and 2017

(Unaudited)

		Common Stock								Additional paid-in capital				Accumulated Deficit
		Shares				Amount				Amount				Amount				Total
Balances at December 31, 2017			10,047,495			$	10,048			$	341,928			$	(379,219	)		$	(27,243	)
Net loss for the period			—				—								(6,881	)			(6,881	)
Balances at March 31, 2018			10,047,495				10,048				341,928				(386,100	)			(34,124	)
Net loss for the period			—				—								(20,950	)			(20,950	)
Balances at June 30, 2018			10,047,495				10,048				341,928				(407,050	)			(55,074	)
Net loss for the period			—				—								(1,636	)			(1,636	)
Balances at September 30, 2018			10,047,495			$	10,048			$	341,928			$	(408,686	)		$	(56,710	)

 

 

		Common Stock								Additional paid-in capital				Accumulated Deficit
		Shares				Amount				Amount				Amount				Total
Balances at December 31, 2016			11,663,448			$	11,664			$	49,546			$	(305,557	)		$	(244,347	)
Net loss for the period			—				—								(818	)			(818	)
Balances at March 31, 2017			11,663,448				11,664				49,546				(306,375	)			(245,165	)
Cancellation of shares			(1,663,443	)			(1,663	)			1,663								—
Issuance of shares for debt			47,490				47				157,148								157,195
Forgiveness of debt - shareholder											130,000								130,000
Net loss for the period			—				—								(42,030	)			(42,030	)
Balances at June 30, 2017			10,047,495				10,048				338,357				(348,405	)			—
Net loss for the period															(12,166	)			(12,166	)
Balances at September 30, 2017			10,047,495			$	10,048			$	338,357			$	(360,571	)		$	(12,166	)

 

The accompanying notes are an integral part of these financial statements

 

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SMSA Crane Acquisition Corp.

Condensed Statements of Cash Flows

Nine Months Ended September 30, 2018 and 2017

(Unaudited)

		Nine Months Ended September 30,
		2018				2017
Cash Flows from Operating Activities:
Net loss for the period		$	(29,467	)		$	(55,014	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating working capital items:
Increase in accounts payable and accrued expenses			10,202				49,648
Net Cash Used in Operating Activities			(19,265	)			(5,366	)
Cash Flows from Investing Activities:			—				—
Cash Flows from Financing Activities:
Repayment to a related party							(5,405	)
Advance from Shareholder			—				39,115
Advance from a former Shareholder			—				1,525
Net Cash Provided by Financing Activities			—				35,235
Increase (Decrease) in Cash			(19,265	)			29,869
Cash at beginning of period			19,265				—
Cash at end of period		$	—			$	29,869
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period		$	—			$	—
Income taxes paid during the period		$	—			$	—
Supplemental Disclosure of Non-Cash Flow Investing and Financing Activities:
Cancellation of shares		$	—			$	1,663
Shares issued for debt		$	—			$	157,195
Forgiveness of debt		$	—			$	130,000

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SMSA Crane Acquisition Corp.

Notes to Financial Statements

September 30, 2018

(Unaudited)

Note A - Basis of Presentation, Background and Description of Business

Basis of Presentation

The accompanying unaudited condensed financial statements of SMSA Crane Acquisition Corp. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended December 31, 2017, included in our Annual Report on Form 10-K for the year ended December 31, 2017.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine month period have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms "Company", "we", "us" or "our" mean SMSA Crane Acquisition Corp.

Background 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. 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, a resident of Tyler, Texas, pursuant to which she acquired 9,500,000 shares of our common stock for approximately $9,500 cash or $0.001 per share and a Certificate of Compliance with certain bankruptcy confirmation provisions was issued by the Bankruptcy Court on November 10, 2010.

On August 29, 2013, Coquí Radio Pharmaceuticals, Corp. ("Coquí") closed a transaction through which Coquí purchased 9,500,000 outstanding shares of common stock and agreed to purchase an additional 400,000 outstanding shares of common stock of the Company from existing shareholders in a private transaction in exchange for $280,000. The additional 400,000 shares were subsequently acquired on October 24, 2013 and Coquí became the majority controlling stockholder of the Company.

The Company's business plan is to pursue a business combination through the acquisition of, or merger with, an existing company 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.

Note B - Change of Control

Coqui the principal shareholder of the Company entered the Stock Purchase Agreement, effective as of the 26th day of June, 2017, with Irwin Eskanos (“Buyer”).  Coqui agreed to sell to the Buyer, and the Buyer agreed to purchase from Coqui, a total of 9,947,490 shares of common stock of the Company for a total purchase price of $250,000.  These purchased shares represented approximately 99.00% of the Company’s issued and outstanding shares of Common Stock. Also, concurrently with the sale of controlling interest, Coqui paid all outstanding liabilities of the Company as of the date of this sale. As a result, Coqui paid $130,000 of the Company’s outstanding accounts payable through the attorney’s escrow accounts and agreed to forgive all of its debts at the closing of this transaction. The Company recorded Coqui’s forgiveness of debt of $130,000 under Additional paid in capital, for the nine months ended September 30, 2017.

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On June 26, 2017, the board of directors appointed Irwin Eskanos as our new sole Director, President, Secretary, Treasurer, CEO, and CFO. Following these appointments, the board accepted the resignation of Carmen I. Bigles as our former sole officer and director.

Note C – Going Concern

We have incurred recurring losses since inception and expect to continue to incur losses as a result of legal and professional fees and our corporate general and administrative expenses. Our net losses incurred for the nine months ended September 30, 2018 and September 30, 2017, amounted to $29,467 and $55,014, respectively, and working capital (deficits) was approximately $(57,000) and $(27,000), respectively, at September 30, 2018 and December 31, 2017. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through future equity issuances. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

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.

Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock warrants, options or convertible securities by using the if-converted method, 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, 2018 and December 31, 2017, the Company had no outstanding stock warrants, options or convertible securities which could be considered dilutive for purposes of the loss per share calculation.

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Recent Accounting Pronouncements

Management does not believe that any recently adopted or issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note E - Fair Value of Financial Instruments and fair value measurements

The carrying amount of cash, accounts payable and accrued expenses and due to shareholder, 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 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.

Note F - Due to Shareholder

As of September 30, 2018 and December 31, 2017, the Company owes $39,115 and $39,115, respectively, to Mr. Irwin Eskanos, the principal shareholder of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.

Note G - Concentration of Credit Risk

At times cash deposited with financial institutions may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2018.

Note H - Contingencies

The Company was contemplating a possible merger by the Company and Coquí. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation. No assurances can be given that the Company will be successful in pursuing a business combination in the near future or at all.

Note I - Stockholders' Deficit

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.

During January 2017 to March 2017, 48 shareholders of the Company, who previously acquired shares of the Company’s common stock, par value of $0.001 per share (the “SMSA Crane Shares”), in a private placement with the Company, at price of $3.31 per share, enter into an share exchange agreement with Coqui. The 48 investors agreed to exchange their SMSA Crane Shares for an equal value of shares of Coqui’s common stock, par value of $0.1 per share (the “Coqui Shares”), and Coqui agreed to proceed with the proposed share exchange. As a result, 1,663,443 SMSA Crane Shares outstanding held by these 48 shareholders and 51,300 outstanding warrants held by Pariter, the placement agent, were exchanged for Coqui Shares and warrants and the Company cancelled these SMSA Crane shares and warrants.

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On May 16, 2017, the Board of Directors approved the issuance of 47,490 shares of its common shares to Coqui, based on the private placement share price of $3.31 in satisfaction for the total debt owed to Coqui of $157,195.

On June 26, 2017, our former controlling shareholder, Coqui Radio Pharmaceuticals Corp. (“Coqui”), sold 9,947,490 shares of common stock to Irwin Eskanos for a purchase price of $250,000. See Note B – Changes of Control.

 

There were no common shares issued or cancelled during the nine months ended September 30, 2018.

There were no preferred shares issued and outstanding at September 30, 2018 and December 31, 2017. There was 10,047,495 of common stock issued and outstanding with a par value of $0.001 as of September 30, 2018 and December 31, 2017.

Note J - Subsequent Events

In accordance with ASC 855-10, Company management reviewed all material events through the date of the issuance of these financial statements and determined that there are no additional material subsequent events to report, except as noted.

During October 2019, the Company received a loan of $35,000 from Mr. Irwin Eskanos, the principal shareholder of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Overview

 

Our business plan is to pursue a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation. We are not restricting our potential target companies to any specific business, industry or geographical location. No assurances can be given that we will be successful in locating or negotiating with any target company.

On June 26, 2017, our former controlling shareholder, Coqui Radio Pharmaceuticals, Corp. (“Coqui”), sold 9,947,490 shares of common stock to Irwin Eskanos in a private transaction. Concurrently with this sale of controlling interest, our board of directors appointed Mr. Eskanos as our new sole Director, President, Secretary, Treasurer, CEO, and CFO, and accepted the resignation of Carmen I. Bigles, our former sole officer and director. Also, concurrently with the sale of controlling interest, Coqui agreed pay in full, and indemnify us for, our outstanding liabilities as of the date of the sale.

Our continued existence is dependent upon our ability to generate new financing or sufficient cash flows to continue our reporting obligations to the Securities and Exchange Commission on a timely basis. We can provide no assurance that we will achieve a business combination through the acquisition of, or merger with, an existing company. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible.

Expected Changes In Number of Employees, Plant, and Equipment

 

We do not currently plan to purchase specific additional physical plant and significant equipment within the immediate future. We do not currently have specific plans to change the number of our employees during the next twelve months.

Results of Operations

 

For the three and nine months ended September 30, 2018 and 2017

Revenue

The Company had no revenue for the three and nine months ended September 30, 2018 and 2017 respectively.

Operating Expenses

The following table presents our total operating expenses for the three and nine months ended September 30, 2018 and 2017:

		Three months ended September 30,								Nine months ended September 30,
		2018				2017				2018				2017
Professional fees		$	649			$	8,845			$	23,256			$	45,845
Other general and administrative costs			987				3,321				6,211				9,169
Operating expenses		$	1,636			$	12,166			$	29,467			$	55,014

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Operating expenses consist mostly of the maintenance fee of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in operating expenses for the three and nine months ended September 30, 2018, as compared to the three and nine months ended September 30, 2017 was mainly due to the decrease in professional fees during these periods in 2018 as compared with 2017, during which the Company complied with its periodic reporting requirements and effected a business combination.

 

Liquidity and Capital Resources

 

As of September 30, 2018, the Company had no current assets. On September 30, 2018, the Company had current liabilities of $56,710, consisting of an amount due to our controlling shareholder of $39,115, and accounts payable of accrued expenses of $17,595.  Our working capital deficit as of September 30, 2018 was $56,710.

Since its inception, the Company has financed its cash requirements from the sale of common stock and advances from related parties. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.

 

We believe the Company will need additional resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern. As of September 30, 2018, the Company has an accumulated deficit of approximately $408,686. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

 

The ability of the Company to continue as a going concern is dependent upon, among other things, obtaining additional financing to continue its filings with the Securities and Exchange Commission. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The following table provides detailed information about our net cash flow for the periods presented in this Report.

Cash Flow

		Nine months ended September 30,
		2018				2017
Net cash used in operating activities		$	(19,265	)		$	(5,366)
Net cash provided by investing activities			—				—
Net cash provided by financing activities			—				35,235
Net cash inflow (outflow)		$	(19,265	)		$	29,869

Operating Activities

Cash used in operating activities for the nine months ended September 30, 2018, consisted of a net loss of $29,467, offset in part by an increase in accounts payable and accrued expenses of $10,202. The increase in cash used in operating activities during the nine months ended September 30, 2018, as compared to the same period in 2017, was due to the decrease in net loss from $55,014 in 2017 to $29,467 offset by increases in accounts payable and accrued expenses.

Investing Activities

Net cash provided by our investing activities for the nine months ended September 30, 2018 and 2017 was $0.

Financing Activities

Net cash provided by our financing activities for the nine months ended September 30, 2018 was $0. Net cash provided by our financing activities for the nine months ended September 30, 2017 was $35,235, consisting mainly of an advance from our controlling shareholder.

Pending our completion of a future potential business combination, we are not conducting any business activities. Our only operating activities are to comply with Securities and Exchange Commission reporting requirements and to seek to complete a business combination through the acquisition of, or merger with, an existing company seeking the perceived advantages of being a publicly traded corporation.

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Off Balance Sheet Arrangements

 

As of September 30, 2018, there were no off balance sheet arrangements.

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

 

Recently Issued Accounting Pronouncements

 

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a material effect on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Irwin Eskanos. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2018, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2018.

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES OR USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 formatted in Extensible Business Reporting Language (XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SMSA Crane Acquisition Corp.
Date: January 15, 2020		By:	/s/ Irwin Eskanos
		Name:	Irwin Eskanos
		Title:	Chief Executive Officer,
			Chief Financial Officer, and Director

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