SMSA CRANE ACQUISITION CORP. - Quarter Report: 2017 March (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: March 31, 2017

¨ 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 ¨  No þ

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 ¨  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.

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 ¨

The number of shares outstanding of each of the issuer’s classes of common equity, as of June 5, 2017 is as follows:

SMSA CRANE ACQUISITION CORP.

UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2017 AND 2016

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

SMSA Crane Acquisition Corp.

Condensed Balance Sheets

The accompanying notes are an integral part of these condensed financial statements.

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SMSA Crane Acquisition Corp.

Condensed Statements of Operations

 (Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

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SMSA Crane Acquisition Corp.

Condensed Statement of Cash Flows

 (Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

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SMSA Crane Acquisition Corp.

Notes to Condensed Financial Statements

March 31, 2017

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, 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2016.

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 six 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") 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 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.

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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

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 three months ended March 31, 2017 and 2016, amounted to approximately $820 and $560, respectively, and working capital (deficits) was approximately $(245,000) and $(244,000), respectively, at March 31, 2017 and December 31, 2016. 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.

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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 March 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. At March 31, 2017 there were 151,300 outstanding common stock warrants, which could dilute future earnings per share.

Recently Adopted Accounting Pronouncements

Going Concern

ASU 2014-15 – “Presentation of Financial Statements—Going Concern—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).” In August 2014, FASB issued guidance that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The updated accounting guidance was effective for the Company on December 31, 2016. We have implemented this new accounting standard and we will update our liquidity disclosures as necessary.

Recent Accounting Pronouncements

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

Income Taxes

In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory ("ASU 2016-16"), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated 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 of due to the shareholder 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 approximates its fair value at March 31, 2017 and December 31, 2016. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

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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 Shareholder and Related Party Transactions

The Company has distributed all of the net proceeds of its private placements to Coquí, the Shareholder, 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 L.

In 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, which was recorded as distribution to shareholder of additional paid-in capital.

Halter Financial Group, Inc., pursuant to the Plan, managed the $1,000 in cash transferred from the bankruptcy creditor's trust on our behalf until exhausted and contributed additional monies through September 16, 2013 (the date of sale of shares of common stock to Coquí, (see Note A) to support our operations.

Note G - Due to Shareholder

As of March 31, 2017 and December 31, 2016, the Company owes $157,195 and $155,670, respectively, to Coquí, 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 H - Due to Related Party

As of March 31, 2017 and December 31, 2015, the Company owes $6,618 and $5,405, respectively, to Ms. Carmen I. Bigles, our Chief Executive Officer and sole Director of the Company, for the funding of its current operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand.

Note I - 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 March 31, 2017.

Note J - 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.

Coquí 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 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 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.

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Note K - Income Taxes

The components of income tax (benefit) expense for each of the three months ended March 31, 2017 and 2016 are as follows:

As of March 31, 2017 and December 31, 2016, the Company has a net operating loss carryforward of approximately $307,000 and $306,000, respectively to offset future taxable income. The amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than a 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s).

The Company's income tax expense (benefit) for each of the three months ended March 31, 2017 and 2016 varied from the statutory rate of 34% as follows:

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 March 31, 2017 and December 31, 2016, 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 March 31, 2017 and December 31, 2016, respectively:

During the each of the three months ended March 31, 2017 and 2016, respectively, the valuation allowance for the deferred tax asset increased by approximately $300 and $200, respectively. Open tax years are from 2011.

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Note L- 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. There were no preferred shares issued and outstanding at March 31, 2017 and December 31, 2016. There were 11,663,448 shares of common stock issued and outstanding at March 31, 2017 and December 31, 2016.

Stock Warrants

The following table summarizes all warrant activity:

Note M- Subsequent Events

During the period from January 2017 to March, 2017, Coqui entered into an Exchange Agreement with 48 investors (“Coqui Shareholders”) who previously acquired shares of common stock, par value of $0.001 per share of our Company (the “SMSA Crane Shares”), in a private placement from SMSA Crane, at a price of $3.31 per share. The 48 investors agreed to exchange their SMSA Crane Shares for an equal value of shares of Coqui’s common stock, par value $0.1 per share (the “Coqui Shares”), and Coqui agreed to proceed with the proposed exchange. As a result, 1,663,443 SMSA Crane Shares and 151,300 warrants issued to the placement agent were exchanged for Coqui Shares and warrants and were cancelled.

On April 5, 2017, the Board of Directors approved the cancellation of 1,611,743 SMSA Crane Shares held by the Coqui Shareholders and the cancellation of 51,700 SMSA Crane Shares that were issuable to three Coqui Shareholders but that were not yet issued and recorded as outstanding by the Company’s transfer agent as of the date of the Exchange Agreement.

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

As of the date of this filing, the number of outstanding common shares of SMSA Crane was 10,047,495 common shares and the number of stock warrants outstanding was zero, after the stock and warrant exchanges with Coqui, the Shareholder and Pariter disclosed above.

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

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.

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 Shareholder and used, primarily by the Shareholder, 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 Shareholder, Coqui has utilized the funds in pursuit of its business plan and therefore its ability to fund the Company is limited. The Company wrote off its receivable from Coquí as a distribution of additional paid-in capital.

During the period from January 2017 to March, 2017, Coqui entered into an Exchange Agreement with 48 investors (“Coqui Shareholders”) who previously acquired shares of common stock, par value of $0.001 per share of our Company (the “SMSA Crane Shares”), in a private placement from SMSA Crane, at a price of $3.31 per share. The 48 investors agreed to exchange their SMSA Crane Shares for an equal value of shares of Coqui’s common stock, par value $0.1 per share (the “Coqui Shares”), and Coqui agreed to proceed with the proposed exchange. As a result, 1,663,443 SMSA Crane Shares and 151,300 warrants issued to the placement agent were exchanged for Coqui Shares and warrants and were cancelled.

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On April 5, 2017, the Board of Directors approved the cancellation of 1,611,743 SMSA Crane Shares held by the Coqui Shareholders and the cancellation of 51,700 SMSA Crane Shares that were issuable to three Coqui Shareholders but that were not yet issued and recorded as outstanding by the Company’s transfer agent as of the date of the Exchange Agreement.

On May 16, 2017, the Board of Directors approved the issuance of 47,490 shares of its common shares to Coquí based on the private placement share price of $3.31 in satisfaction for the debt owed to Coqui of $157,195. The number of outstanding shares of SMSA Crane was 10,047,495 shares and the number of stock warrants outstanding was zero after the exchange.

The Company's ultimate continued existence is dependent upon its ability to generate sufficient cash flows to continue its reporting obligations to the Securities and Exchange Commission on a timely basis, which may or may not result in 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.

Results of Operations

For the three months ended March 31, 2017 and 2016

Revenue

The Company had no revenue for the three months ended March 31, 2016 and 2015 respectively.

Operating Expenses

The following table presents our total operating expenses for the three months ended March 31, 2017 and 2016:

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 other general and administrative costs in 2017 was mainly due to the decrease in professional fees due to the Company not filing with the Securities and Exchange Commission in 2016.

Net loss per share for the three months ended March 31, 2017 and 2016 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.

Liquidity and Capital Resources

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 March 31, 2017, the Company has an accumulated deficit of approximately $306,000. 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.

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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 2017. 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 years presented in this Report.

Cash Flow

Operating Activities

Cash used in operating activities for the three months ended March 31, 2017, consisted of net loss as well as the effect of changes in working capital. The increase in cash used in operating activities was due to the increase in net loss in 2017 of $254 and increase in cash payments for accounts payable and accrued expenses of $1,616.

Investing Activities

Net cash provided by our investing activities for the three months ended March 31, 2017 and 2016 was $0.

Financing Activities

Net cash provided by our financing activities for the three months ended March 31, 2017, as compared to 2016 was increased by $1,870. This increase was due to increase in advance from Shareholder of $657 and an increase in a loan from a related party of $1,213.

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

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.

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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.

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.

On May 16, 2017, the Board of Directors approved the issuance of 47,490 shares of the Company’s common shares to Coquí, based on the private placement share price of $3.31, in satisfaction for the debt owed to Coqui of $157,195. The issuance of such shares was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There were no defaults upon senior securities during the fiscal quarter ended March 31, 2017.

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

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