SMSA CRANE ACQUISITION CORP. - Quarter Report: 2015 September (Form 10-Q)

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, 2015

¨ 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: 0-53800

SMSA Crane Acquisition Corp.

(Exact name of registrant as specified in its charter)

1172 South Dixie Highway, Suite 335,

Coral Gables, FL 33146

(Address of principal executive offices, Zip Code)

(787) 685-5046

(Registrant's telephone number, including area code)

_________________________________________________________

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

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No ¨

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

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

The number of shares outstanding of each of the issuer’s classes of common equity, as of November 10, 2015 is as follows:

SMSA CRANE ACQUISITION CORP.

UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 AND 2014

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SMSA Crane Acquisition Corp.

Balance Sheets

The accompanying unaudited notes are an integral part of these unaudited financial statements

1

SMSA Crane Acquisition Corp.

Statements of Operations

Unaudited

The accompanying unaudited notes are an integral part of these unaudited financial statements

2

SMSA Crane Acquisition Corp.

Statements of Cash Flows

Unaudited

The accompanying unaudited notes are an integral part of these unaudited financial statements

3

SMSA CRANE ACQUISITION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the nine months ended September 30, 2015

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, 2014, included in our Annual Report on Form 10-K for the year ended December 31, 2014.

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.

On November 5, 2010, the Company entered into a Share Purchase Agreement with Carolyn C. Shelton, a resident of Tyler, Texas, pursuant to which on November 10, 2010 she acquired 9,500,000 shares of our common stock for approximately $9,500 cash or $0.001 per share.

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

The Company was contemplating a possible merger with Coquí, the Parent. 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. 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.

Coquí’s Current Operating Status

As of the date of this filing, there is currently substantial doubt about Coquí’s ability to continue as a going concern. Coquí has limited its operations in 2015 due to its inability to raise the required working capital needed to fund its operations and as of the date of this filing, its operations are inactive. Coquí’s management is seeking to raise the additional working capital required to carry out its business plan. There can be no assurance that Coquí will be able to obtain the additional funding required through the sales of additional debt or equity securities or that such funding, if available, will be obtained on terms favorable to Coquí.

4

SMSA CRANE ACQUISITION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the nine months ended September 30, 2015

Note B - Reorganization Under Chapter 11 of the U. S. Bankruptcy Code

The Company's Plan of Reorganization (the "Plan") was confirmed by the United States Bankruptcy Court, Northern District of Texas – Dallas Division on August 1, 2007 and became effective on August 10, 2007. On November 5, 2010, the Company entered into a transaction with Carolyn C. Shelton as discussed in Note A and a Certificate of Compliance with certain bankruptcy confirmation provisions was issued by the Bankruptcy Court on November 10, 2010.

Note C – Going Concern

These financial statements have been prepared on a going concern basis which contemplate that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has no post-bankruptcy operating history; however, the Company has raised $4,746,961, net of offering costs, in equity capital in 2014, in contemplation of a possible reverse merger transaction with Coquí, the Parent, as discussed in Note A and below. The Company is no longer considering its potential target company to be Coquí, the Parent. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

As of September 30, 2015 and December 31, 2014, the Company has distributed $4,754,961 of the net proceeds from the sales of its common stock in its private placements to Coquí, the Parent, which was recorded as Distribution to parent on the accompanying balance sheet in 2014 as a charge to additional paid- in capital (see Note F). The Parent, Coquí has utilized the funds in pursuit of its business plan and therefore its ability to fund the Company is limited. See Note A “Coquí’s Current Operating Status”.

The Company is not conducting operations pending completion of a merger with an existing company. The Company is currently dependent upon financings to pay its legal and accounting fees. There is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or that such funding, if available, will be obtained on terms favorable to the Company.

The Company's Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock. The Company's ability to issue preferred stock may limit the Company's ability to obtain debt or equity financing as well as impede potential takeovers of the Company, which may be in the best interest of stockholders. The Company's ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments on the recoverability of assets or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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.

5

SMSA CRANE ACQUISITION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the nine months ended September 30, 2015

Note D - Summary of Significant Accounting Policies and Recent Accounting Pronouncements – Continued

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 unaudited financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (consisting of outstanding warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.

As of September 30, 2015 and December 31, 2014 there were 151,300 outstanding common stock warrants issued to Pariter Securities, LLC to purchase shares of common stock of the Company, which could dilute future earnings per share.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new, comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company currently has no revenues and does not expect any impact of adopting this guidance.

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements.

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SMSA CRANE ACQUISITION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the nine months ended September 30, 2015

Note D - Summary of Significant Accounting Policies and Recent Accounting Pronouncements – Continued

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2015 and the Company will continue to assess the impact on its financial statements.

Except the Accounting Standards Updates indicated above, the Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.

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

The carrying amount of cash, accounts payable and accrued expenses and due to stockholder, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.

The carrying amount due to the Parent and accrued liabilities, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The carrying amount of the convertible debt approximates its fair value at December 31, 2014. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Note F - Distribution to Parent and Related Party Transactions

The Company has distributed all of the net proceeds of its private placements to Coquí, the Parent, which advances have not been documented by any loan agreements or notes. Additionally, the Company's former Chief Executive Officer, who is the brother of the Company's current Chief Executive Officer, was a principal of Pariter which raised capital in the private placements and has received compensation directly from the private placement fees. See Note J.

As of December 31, 2014, the Company has distributed $4,754,961 of the net proceeds from the sales of its common stock in its private placements to Coquí, the Parent, which was recorded as Distribution to parent on the accompanying balance sheet in 2014 as a charge to additional paid-in capital. As of the date of this filing, there is currently substantial doubt about Coquí’s ability to continue as a going concern, and Coquí’s operations are inactive. See Notes A and C.

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SMSA CRANE ACQUISITION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the nine months ended September 30, 2015

Note F - Distribution to Parent and Related Party Transactions – Continued

Halter Financial Group, Inc., pursuant to the Plan, managed the $1,000 in cash transferred from the bankruptcy creditor's trust on our behalf until exhausted and contributed additional monies through September 16, 2013 (the date of sale of shares of common stock to Coquí, the Parent (see Note A) to support our operations. This contributed capital totaled $0 and $375 for the nine month ended September 30, 2015 and for the year ended December 31, 2014, respectively. These amounts have been reflected as a component of additional paid-in capital in the accompanying balance sheets.

Note G – Due to Parent

As of September 30, 2015 and December 31, 2014, the Company owes $154,110 and $148,760, respectively, to Coquí, the Parent of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.

Note H – Concentration of Credit Risk

The Company distributed cash from the proceeds from the private placements to its Parent. At times cash deposited with financial institutions may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2015.

Note I – Contingencies

The Company was contemplating a possible merger by the Company and Coquí, the Parent, during the year of 2015. The Company's business plan is now to pursue a business combination through the acquisition of, or merger with, an existing company (which may include Coquí, the Parent) seeking the perceived advantages of being a publicly traded corporation.

Coquí, the Parent, has informed the Company that Coquí is evaluating various strategic alternatives, which may include a merger with the Company or the eventual sale of Coquí’s interest in the Company to one or more third parties that would be expected to seek a merger with the Company. Until such time as Coquí, the Parent, determines a course of action, the Company’s ability to pursue a business combination will be limited. The timing of any such determination by Coquí, the Parent, is uncertain. No assurances can be given that the Company will be successful in pursuing a business combination in the near future or at all.

Note J - Stockholders' Equity

Pursuant to our Articles of Incorporation, our board has the authority, without further stockholder approval, to provide for the issuance of up to 10,000,000 shares of our preferred stock in one or more series and to determine the dividend rights, conversion rights, voting rights, rights in terms of redemption, liquidation preferences, the number of shares constituting any such series and the designation of such series. Our board has the power to afford preferences, powers and rights (including voting rights) to the holders of any preferred stock preferences, such rights and preferences being senior to the rights of holders of common stock.

Private Placement Closing - February 14, 2014

The Company in 2014 conducted a private placement offering on a best efforts partial all-or-none basis, minimum offering of $3 million, maximum offering of $49,032,225.

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SMSA CRANE ACQUISITION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the nine months ended September 30, 2015

Note J - Stockholders' Equity – Continued

On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock at $3.31 per share, the minimum amount offered, in a private placement to accredited investors for gross proceeds of $3,068,370. Pariter was paid $125,431 for acting as a placement agent for the offering, which was charged against the proceeds and recorded as a reduction of additional paid-in capital. Pariter was also issued 92,700 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $84,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.5%; volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years.

Additionally, Pariter waived cash commissions of $304,001 by electing to receive 91,843 shares of the Company's common stock at the offering price of $3.31 per share (without commissions or expenses) and other fees of $1,000 were also paid and expensed. The net proceeds to the Company from the private placement were $2,941,939. All funds received by the Company have been distributed to Coquí, the Parent as of December 31, 2014.

Private Placement Closing - April 28, 2014

On April 28, 2014 the Company closed on the sale of 368,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $1,218,080. Pariter was granted 36,800 common shares at $3.31 per share or the equivalent of $121,808 and was paid $48,723 for acting as a placement agent for the offering, which was charged against the proceeds and recorded as a reduction of additional paid-in capital. Pariter was also issued 36,800 five-year warrants exercisable at $3.31 per share. Other fees of $2,000 and additional legal fees of $9,001 were also paid. The net proceeds to the Company were $1,158,356. The valuation of the warrants issued to Pariter was approximately $34,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.73%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí, the Parent as of December 31, 2014.

Private Placement Closing - August 25, 2014

On August 25, 2014, SMSA Crane closed on the sale of 171,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $566,010. Other fees of $350 and additional legal fees of $53,017 were also paid and expensed. The net proceeds to the Company from the offering, including all offering costs, were $498,183. Additionally, Pariter was granted 17,100 common shares at $3.31 per share or the equivalent of $56,601 and was paid $14,460 for acting as a placement agent for the offering, which was charged against the proceeds and recorded as a reduction of additional paid-in capital. Pariter was also issued 17,100 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $16,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.69%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí, the Parent as of December 31, 2014.

9

SMSA CRANE ACQUISITION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the nine months ended September 30, 2015

Note J - Stockholders' Equity – Continued

Private Placement Closing – December 9, 2014

On December 9, 2014, SMSA Crane closed on the sale of 47,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $155,570. Legal fees of $1,865 were paid and expensed. The net proceeds to the Company from the offering, including all offering costs, were $147,482. Additionally, Pariter was granted 4,700 common shares at $3.31 per share or the equivalent of $15,557 and was paid $6,222 for acting as a placement agent for the offering, which was charged against the proceeds and recorded as a reduction of additional paid-in capital. Pariter was also issued 4,700 five-year warrants exercisable at $3.31 per share. The valuation of the warrants issued to Pariter was approximately $4,000 using the Black Scholes valuation model. The assumptions used in the Black Scholes valuation model to value these warrants were: a stock price and exercise price of $3.31; a risk free interest rate of 1.63%; a volatility factor, derived by using comparable public companies in the same industry, of 28% and an expected term of 5 years. All funds received by the Company have been distributed to Coquí, the Parent as of December 31, 2014.

The total net proceeds from our private placements was $4,746,961.

The net proceeds of the Company's private placements were distributed to Coquí, the Parent and used, primarily by the Parent, for preparing an environmental report on the site where Coquí's proposed facility is to be located, paying Nuclear Regulatory Commission ("NRC") counsel, hiring contractors to begin preliminary work on the facility prior to receiving any NRC licensing, and for general working capital purposes. As of the date of this filing, there is currently substantial doubt about Coquí’s ability to continue as a going concern, and Coquí’s operations are inactive. See Note A.

Stock Warrants

The following table summarizes all warrant activity:

10

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

Caution Regarding Forward-Looking Information

Certain statements contained in this quarterly filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, as well as statements describing any proposed business combinations, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include the ability of the Company to find an existing company seeking the perceived advantages of being a publicly traded corporation and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Overview of Our Future Business

The Company was contemplating a possible merger by the Company and Coquí, the Parent. 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. 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.

In 2013, Coquí, the Parent, acquired control of the Company by purchasing 9,900,000 shares of common stock in a private transaction.

On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock, the minimum amount offered, in a private placement to accredited investors for gross proceeds of $3,068,370 and issued 91,843 shares to Pariter. The net proceeds to the Company from the offering was $2,941,939. On April 28, 2014 the Company closed on the sale of 368,000 shares of common stock in a private placement to accredited investors for gross proceeds of $1,218,080 and issued 36,800 shares to Pariter. The net proceeds to the Company from the offering, including all offering costs, was $1,158,356. On August 25, 2014, the Company closed on the sale of 171,000 shares of common stock in a private placement to accredited investors for gross proceeds of $566,010. The net proceeds to the Company from the offering, including all offering costs was $498,183.

On December 9, 2014, the Company closed on the sale of 47,000 shares of common stock at $3.31 per share in a private placement to accredited investors for gross proceeds of $155,570 and issued 4,700 shares to Pariter. The net proceeds to the Company from the offering, including all offering costs was $147,482.

The total net proceeds from our private placements was approximately $4,746,000.The net proceeds of the Company's private placements were distributed to Coquí, the Parent and used, primarily by the Parent, for preparing an environmental report on the site where Coquí's proposed facility is to be located, paying Nuclear Regulatory Commission ("NRC") counsel, hiring contractors to begin preliminary work on the facility prior to receiving any NRC licensing, and for general working capital purposes. The Parent, Coqui has utilized the funds in pursuit of its business plan and therefore its ability to fund the Company is limited.

The Company's ultimate continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis, which may or may not result from a business combination through the acquisition of, or merger with, an existing company. The Company faces considerable risk in its business plan and a potential shortfall of funding due the potential inability to raise capital in the equity securities market. If adequate operating capital and/or cash flows are not received during the next twelve months, the Company could become dormant until such time as necessary funds could be raised.

11

Coquí’s Current Operating Status

As of the date of this filing, there is currently substantial doubt about Coquí’s ability to continue as a going concern. Coquí has limited its operations in 2015 due to its inability to raise the required working capital needed to fund its operations and as of the date of this filing, its operations are inactive. Coquí’s management is seeking to raise the additional working capital required to carry out its business plan. There can be no assurance that Coquí will be able to obtain the additional funding required through the sales of additional debt or equity securities or that such funding, if available, will be obtained on terms favorable to Coquí.

Results of Operations

For the three months ended September 30, 2015 and 2014.

Revenue

The Company had no revenue for the three months ended September 30, 2015 and 2014 respectively.

Operating Expenses

The following table presents our total operating expenses for the three months ended September 30, 2015 and 2014:

Operating expenses consist mostly of professional services fee and other general and administrative costs which directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in operating expenses in 2015 was mainly due to the decrease in other general and administrative costs.

See Note J to our Financial Statements included in this Quarterly Report on Form 10-Q for information regarding our private placements.

Net loss per share for the three months ended September 30, 2015 and 2014 was approximately $(0.00) and $(0.00), respectively based on the weighted-average shares issued and outstanding.

It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

For the nine month periods ended September 30, 2015 and 2014

Revenue

The Company had no revenue for the nine month periods ended September 30, 2015 or 2014 respectively.

Operating Expenses

The following table presents our total operating expenses for the nine months ended September 30, 2015 and 2014:

Operating expenses consist mostly of legal and professional services fee which directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The decrease in operating expenses in 2015 was mainly due to the decrease in Professional fees.

12

See Note J to our Financial Statements included in this Quarterly Report on Form 10-Q for information regarding our private placement.

Net loss per share for the nine months ended September 30, 2015 and 2014 was approximately $(0.00) and $(0.01), respectively based on the weighted-average shares issued and outstanding.

It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

Liquidity and Capital Resources

The following table provides detailed information about our net cash flow for all financial statements years presented in this Report.

Cash Flow

Operating Activities

Cash used in operating activities for the nine months ended September 30, 2015, consisted of net loss as well as the effect of changes in working capital. Cash used in operating activities for the nine months ended September 30, 2015, consisted of a net loss of $48,329. The cash used in working capital was $42,979 for the nine months ended September 30, 2015.

Investing Activities

Net cash provided by our investing activities for the nine months ended September 30, 2015 and 2014 was $0.

Financing Activities

Net cash provided by our financing activities for the nine months ended September 30, 2015, as compared to 2014 decreased by $120,777. This decrease was mainly due to decrease in private placements of $4,599,478, decrease in distribution to Parent of $4,469,901, and an increase in advance from Parent of $9,175.

See Note J of the Notes to our Financial Statements included in this Quarterly Report on Form 10-Q for information regarding the Company's private placements.

Pending our completion of a 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. We have no liquidity having distributed all of our cash to Coquí, the Parent. The Parent, Coqui has utilized the funds in pursuit of its business plan and therefore its ability to fund the Company is limited.

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Critical Accounting Policies and Estimates

The SEC issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following significant policies as critical to the understanding of our financial statements.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.

Our management expects to make judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition.

Our significant accounting policies are summarized in Note D of our unaudited financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

Contingencies

Management assesses the probability of loss for certain contingencies and accrues a liability and/or discloses the relevant circumstances, as appropriate. Management discloses any liability which, taken as a whole, may have a material adverse effect on the financial condition of the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Required.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive and Financial Officer ("Certifying Officer"), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC. However, our Certifying Officer believes that the financial statements included in this Report fairly present, in all material respects, our financial condition and results of operations for the respective periods presented.

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Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not required for a smaller reporting company.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There were no defaults upon senior securities during the fiscal quarter ended September 30, 2015.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

ITEM 6. EXHIBITS.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

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EXHIBIT INDEX