10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2014

[   ] 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)

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

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 [X]     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 [X]     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.

Large Accelerated Filer [   ]	Accelerated Filer                  [   ]
Non-Accelerated Filer   [   ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes [ X  ]     No [  ]

The number of shares outstanding of each of the issuer’s classes of common equity, as of May 6, 2014 is as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.001 par value	11,423,648

SMSA CRANE ACQUISITION CORP.

UNAUDITED FINANCIAL STATEMENTS

 MARCH 31, 2014 AND 2013

PART I – FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements (unaudited)
	Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013	3
	Statements of Operations for the three months ended March 31, 2014 and 2013 (unaudited)	4
	and for the period August 1, 2007 (date of bankruptcy settlement) to March 31, 2014.
	Statements of Cash Flows for the three months ended March 31, 2014 and 2013 (unaudited)	5
	and for the period August 1, 2007 (date of bankruptcy settlement) to March 31, 2014.
	Statement of Stockholders Equity (Deficit) for the period August 1, 2007 (date of bankruptcy settlement) to March 31, 2014 (unaudited)	6
	Notes to Financial Statements (unaudited)	7
	Forward - Looking Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES AND CERTIFICATIONS		21

2

PART I—FINANCIAL INFORMATION

SMSA Crane Acquisition Corp.
(Development Stage Company)
Balance Sheets
	March 31,			December 31,
	2014			2013
	(unaudited)
ASSETS
Current Assets
Cash on hand and in escrow (unrestricted)	$	2,942,177		$	238
Total Assets	$	2,942,177		$	238
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	40,998		$	22,910
Due to principal stockholder - related party		29,234			3,825
Total Liabilities		70,232			26,735
Stockholders' Equity (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. 11,018,848 shares and
10,000,005 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively		11,019			10,000
Additional paid-in capital		3,001,130			58,835
Deficit accumulated during the development stage		(140,204	)		(95,332	)
Total Stockholders' Equity (Deficit)		2,871,945			(26,497	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	2,942,177		$	238

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

3

SMSA Crane Acquisition Corp.
(a development stage company)
Unaudited Statements of Operations
							Period from
							August 1, 2007
							(date of bankruptcy
							settlement)
	Three Months Ended						through
	March 31,			March 31,			March 31,
	2014			2013			2014
Revenues	$	-		$	-		$	-
Operating expenses
Reorganization costs		-			-			2,916
Professional fees		39,207			2,825			93,435
Other general and administrative costs		5,665			1,210			43,853
Total operating expenses		44,872			4,035			140,204
Loss from operations		(44,872	)		(4,035	)		(140,204	)
Provision for income taxes		-			-			-
Net Loss	$	(44,872	)	$	(4,035	)	$	(140,204	)
Loss per weighted-average share
of common stock outstanding,
computed on net loss - basic
and fully diluted	$	(0.00	)	$	(0.00	)
Weighted-average number of
shares of common stock
outstanding - basic and
fully diluted		10,509,427			10,000,005

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

4

SMSA Crane Acquisition Corp.
(a development stage company)
Unaudited Statements of Changes in Stockholders' Equity (Deficit)
For the Period from August 1, 2007 (Date of Bankrupcy Settlement) to March 31, 2014
								Deficit
								accumulated
					Additional			during the
	Common Stock				paid-in			development
	Shares		Amount		capital			stage			Total
Stock issued pursuant
to plan of reorganization
at bankruptcy settlement
date on August 1, 2007		500,005	$	500	$	500		$	-		$	1,000
Net loss for the period from
August 1, 2007 (date of bankruptcy
settlement) to December 31, 2007		-		-		-			(5,000	)		(5,000	)
Balances at December 31, 2007		500,005		500		500			(5,000	)		(4,000	)
Net loss for the year		-		-		-			(841	)		(841	)
Balances at December 31, 2008		500,005		500		500			(5,841	)		(4,841	)
Net loss for the year		-		-		-			(4,058	)		(4,058	)
Balances at December 31, 2009		500,005		500		500			(9,899	)		(8,899	)
Sale of common stock		9,500,000		9,500		-			-			9,500
Capital contributed to support operations		-		-		19,985			-			19,985
Net loss for the year		-		-		-			(11,086	)		(11,086	)
Balances at December 31, 2010		10,000,005		10,000		20,485			(20,985	)		9,500
Capital contributed to support operations		-		-		10,500			-			10,500
Net loss for the year		-		-		-			(19,312	)		(19,312	)
Balances at December 31, 2011		10,000,005		10,000		30,985			(40,297	)		688
Capital contributed to support operations		-		-		22,250			-			22,250
Net loss for the year		-		-		-			(22,664	)		(22,664	)
Balances at December 31, 2012		10,000,005		10,000		53,235			(62,961	)		274
Capital contributed to support operations		-		-		5,600			-			5,600
Net loss for the year		-		-		-			(32,371	)		(32,371	)
Balances at December 31, 2013		10,000,005		10,000		58,835			(95,332	)		(26,497	)
Issuance of 927,000 shares at 3.31 per share, net of offering costs paid in cash to placement agent of $125,431 - Feb 14, 2014,		927,000		927		2,942,012			-			2,942,939
Issuance of 91,843 shares to placment agent - offering costs -Feb 14, 2014,		91,843		92		(92	)		-			(0	)
Issuance of 92,700 warrants to placement agent - offering costs - Feb. 14, 2014		-		-		-			-			-
Contributions to capital		-		-		375			-			375
Net loss for the three months ended March 31, 2014		-		-		-			(44,872	)		(44,872	)
Balances at March 31, 2014		11,018,848	$	11,019	$	3,001,130		$	(140,204	)	$	2,871,945

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

5

SMSA Crane Acquisition Corp.
(a development stage company)
Unaudited Statements of Cash Flows
							Period from
							August 1, 2007
							(date of bankruptcy
							settlement)
	Three Months Ended						through
	March 31,			March 31,			March 31,
	2014			2013			2014
Cash Flows from Operating Activities:
Net loss for the period	$	(44,872	)	$	(4,035	)	$	(140,204	)
Adjustments to reconcile net loss
to net cash used in operating activities
Changes in operating working capital items:
Increase in Accounts payable		18,088			4,035			40,998
Net Cash Used in Operating Activities		(26,784	)		-			(99,206	)
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net of offering cost		2,942,939			-			2,952,439
Stockholder loans		25,409			-			29,234
Cash funded from bankruptcy trust		-			-			1,000
Additional capital contributed to support operations		375			-			58,710
Net Cash Provided by Financing Activities		2,968,723			-			3,041,383
Increase in Cash		2,941,939			-			2,942,177
Cash at beginning of period		238			874			-
Cash at end of period	$	2,942,177		$	874		$	2,942,177
Supplemental Disclosure of
Interest and Income Taxes Paid:
Interest paid during the period		-			-			-
Income taxes paid during the period		-			-			-

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

6

CRANE ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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, 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2013.

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 three 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

SMSA Crane Acquisition Corp. (the “Company”) was organized on September 9, 2009 as a Nevada corporation to effect the reincorporation of Senior Management Services of Crane, Inc. (Predecessor Company), 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 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity’s fair value - resulting in a fresh start, creating, in substance, a new reporting entity.  Accordingly, the Company, post-bankruptcy, has no significant assets, liabilities or operating activities.  Therefore, the Company, as a new reporting entity, qualifies as a “development stage enterprise” as defined in Development Stage Entities topic of the FASB Accounting Standards Codification and as a shell company as defined in Rule 405 under the Securities Act of 1933, (Securities Act), and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act).

On November 5, 2010, the Company entered into a Share Purchase Agreement (Share Purchase Agreement) with Carolyn C. Shelton (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.

7

Description of Business

The Company’s business plan is to consummate the reverse acquisition transaction with Coquí which intends to establish a dedicated Medical Isotope Production Facility in the United States to provide a reliable domestic source of certain radioisotopes for use in nuclear medicine. In order to accomplish this, substantial additional capital must be raised. Moreover, there are a number of material contingencies including approval by the Nuclear Regulatory Commission (“NRC”). To date, no application has been filed by Coquí due to insufficient working capital. There is no assurance that the Company will be able to successfully implement this business plan or that the execution of the same will result in the appreciation of our stockholders’ investment in the Company’s common stock. The Company intends to consummate such merger as soon as Coquí finishes auditing its financial statements required to permit it to comply with applicable Securities and Exchange Commission rules.

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

The Company’s Plan of Reorganization was confirmed by the Bankruptcy Court 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 – Development Stage Company and Use of Estimates

The Company is presented as a development stage company beginning on the date of the bankruptcy settlement (confirmation date) of August 1, 2007, when Fresh Start accounting was applied. Activities during the development stage have been maintaining corporate and reporting compliance, seeking a business combination and raising capital.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Note D – Cash in Escrow Account (Unrestricted) and Company Liquidity

The Company has no post-bankruptcy operating history however the Company has raised approximately $4.1 million in equity capital from January 2014 through April 28, 2014 in contemplation of a reverse acquisition transaction with an operating company, Coquí, as discussed in Note A and Note K. On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock, the minimum amount offered in its private placement offering to accredited investors in exchange for gross proceeds of $3,068,370. The net proceeds to the Company from the offering was $2,941,939 and this amount, as of March 31, 2014, was held in the Company’s legal counsel’s escrow account, unrestricted. $2,891,673 of this escrow was distributed out of the Company’s legal counsel’s escrow account on April 14, 2014, with the remaining $50,266 distributed out of the Company’s legal counsel’s escrow account on April 28, 2014.

8

The Company is not conducting operations pending completion of the reverse merger with Coquí. It is dependent upon Coquí to provide loans to pay its legal and accounting fees. The Company is continuing its private placement offering since Coquí needs substantial additional capital. Coquí faces considerable risk in its business plan and a potential shortfall of funding due the potential inability to raise additional capital in the equity securities market that it needs to implement its business plan.  If adequate operating capital and/or cash flows are not received during the next twelve months, the Company and/or Coquí could become dormant until such time as necessary funds could be raised or provided as set forth in the Plan. There is no assurance that the Company Coquí and/or 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 or affordable by the Company.

The Company’s Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock.  The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover 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.

Note E - Summary of Significant Accounting Policies

1. Cash and cash equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

2. Reorganization costs

The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred.

3. Income taxes

The Company files income tax returns in the United States of America and various states, as appropriate and applicable.  As a result of the Company’s bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2010.  The Company does not anticipate any examinations of returns filed for periods ending on or after December 31, 2009.

9

The Company uses the asset and liability method of accounting for income taxes.  At March 31, 2014 and December 31, 2013, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences.  Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification.  The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority.  As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.

4. Income (Loss) per share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying 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 (primarily outstanding options and warrants).

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

As of March 31, 2014 and December 31, 2013 and subsequent thereto, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. At March 31, 2014 there were an additional 92,700 outstanding warrants which could dilute future earnings per share.

Note F - Fair Value of Financial Instruments

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.

Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates.  The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates.  The Company does not use derivative instruments to moderate its exposure to financial risk, if any.

Note G - Related Party Transactions

Halter Financial Group, Inc. (H.G.), 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.  This contributed capital totaled $375 and $5,600 for the three months ended March 31, 2014 and the year ended December 31, 2013, respectively and $58,710 the period from August 1, 2007 (date of bankruptcy settlement) through March 31, 2014. These amounts have been reflected as a component of additional paid-in capital in the accompanying unaudited balance sheets.

10

During the three months ended March 31, 2014 and the year ended December 31, 2013, Coquí contributed a total of $25,409 and $3,825 to support the Company’s operations. This amount has been reflected in due to stockholder in the accompanying financial statements at March 31, 2014 and December 31, 2013, respectively (see Note H).

The Company has advanced the net proceeds of its private placement to Coquí, which advances have not been documented by any loan agreements or notes. Additionally, the Company’s Chief Executive Officer is a principal of the Placement Agent which is raising the capital in the private placement and has received compensation directly from the private placement fees paid to the placement agent. See Note J.

Note H – Due to Stockholder

As of March 31, 2014 and December 31, 2013, the Company owes $29,234 and $3,825, respectively, to Coquí the controlling stockholder 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

The Company maintained its cash at March 31, 2014 in its legal counsel’s escrow account, unrestricted (cash from proceeds from the sale of its common stock from its private placement offering) and on hand. 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, 2014. At March 31, 2014, the Company cash balances were not insured.

Note J- Capital Stock Transactions

Pursuant to the Plan affirmed by the U. S. Bankruptcy Court - Northern District of Texas - Dallas Division, the Company issued 500,005 plan shares to meet the requirements of the Plan.  The 500,005 shares of the Company’s “new” common stock was issued to holders of various claims, as defined in the Plan, in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust.

On November 5, 2010, the Company entered into a Share Purchase Agreement with Shelton pursuant to which she acquired 9,500,000 shares of our common stock for approximately $9,500 cash or $0.001 per share.  As a result of this transaction, 10,000,005 shares of our common stock were issued and outstanding as of December 31, 2013.

The Company in 2014 is conducting a private placement offering on a best efforts partial all-or-none basis, minimum offering of $3 million, maximum offering of $49,032,225 at $3.31 per share.

On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock, the minimum amount offered in its private placement offering to accredited investors in exchange for gross proceeds of $3,068,370.  Pariter Securities, LLC (“Pariter”) was paid $125,431 for acting as a placement agent for the offering, which was charged against the proceeds recorded in additional paid-in capital and was 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; stock price and exercise price $3.31; risk free interest rate 1.5%; volatility factor, derived by using comparable public companies in the same industry, was 28% and the expected term of the warrant to be 5 years.

11

Additionally, Pariter waived cash commissions of $304,001 by electing to purchase 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 were $2,941,939.

The Company’s principal shareholder is Coquí.  Coquí is a radio pharmaceutical company that seeks to establish a medical isotope production facility (the “Facility”) to produce Molybdenum-99 (“Mo-99”).  Mo-99 is used to manufacture one of the principal medical isotopes used for diagnostic applications in nuclear medicine.

The net proceeds of the Company’s private placement offering will be used, primarily through advances to Coquí, for preparing an environmental report on the site where the Facility is to be located, 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.

Following completion of the required audit of Coquí, the intent is for Coquí to merge into the Company.

Note L - Subsequent Events

After the closing on the above 927,000 shares on February 14, 2014, an additional 368,000 common shares were sold on April 28, 2014 in the Company’s private placement to accredited investors in exchange for gross proceeds of approximately $1.2 million at $3.31 per share. Pariter was paid $48,723 for acting as a placement agent for the offering and was issued 36,800 five-year warrants exercisable at $3.31 per share. Additionally, Pariter waived cash commissions of $121,808 by electing to purchase 36,800 shares of the Company’s common stock at the offering price of $3.31 per share (without commissions or expenses) and other fees of $2,000 were also paid. The net proceeds to the Company were $1,167,357. All funds received by the Company have been loaned to Coquí.

12

FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements. . We use words such as “believe”, “expect”, “anticipate”, “project”, “target”, “plan”, “optimistic”, “intend”, “aim”, “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, any statements describing our proposed merger with Coquí, our ability to raise the necessary capital and Coquí’s ability to get all regulatory approvals including that of the NRC. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions that if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. Such risks include unforeseen audit issues, the ability of Pariter to raise the necessary capital and regulatory issues which may arise if Coquí files an application with the NRC.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

13

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to help the reader understand SMSA Crane Acquisition Corp, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto contained in “Item 1. Financial Statements and Supplementary Data” of this report. This overview summarizes the MD&A, which includes the following sections:

• Overview of Our Business — a general overview of our future business,

• Critical Accounting Policies and Estimates — a discussion of accounting policies that require critical judgments and estimates;

• Operations Review — an analysis of our Company’s results of operations for the two periods presented in our financial statements and from August 1, 2017 (date of bankruptcy settlement) to March 31, 2014. Except to the extent that differences among our operating segments are material to an understanding of our business as a whole, we present the discussion in the MD&A and;

• Liquidity, Capital Resources and Financial Position — an analysis of our cash flows; an overview of our financial position.

As discussed in more detail at the beginning of this Quarterly Report, the following discussion contains forward-looking statements that involve risks, uncertainties, and assumptions such as statements of our plans, objectives, expectations, and intentions. Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events.

Overview of Our Future Business

The Company’s business plan is to consummate the reverse merger transaction with Coquí Radio Pharmaceuticals, Corp. (“Coquí”) who intends to establish a dedicated Medical Isotope Production Facility in the United States to provide a reliable domestic source of certain radioisotopes for use in nuclear medicine.

In 2013, Coquí acquired control of the Company by purchasing 9,900,000 shares of common stock in a private transaction. In connection with the proposed reverse merger, Coquí will cancel these shares and its shareholders will receive 10,792,801 shares of common stock as merger consideration.

On February 14, 2014, the Company closed on the sale of 927,000 shares of its common stock, the minimum amount offered in its private placement offering to accredited investors in exchange for gross proceeds of $3,068,370. The net proceeds to the Company from the offering were $2,941,939, $2,891,673 of which was transferred to Coquí on April 14, 2014 and $50,266 of which was transferred to Coquí on April 28, 2014. An additional 368,000 shares of common stock were sold on April 28, 2014 in the Company’s private placement to accredited investors in exchange for gross proceeds of approximately $1.2 million at $3.31 per share.

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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. 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.

The Company anticipates future sales or issuances of equity securities to fulfill its business plan.  However, 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 or affordable by the Company.

There is no assurance that the implementation of our business plan or any future business combination transaction will result in the appreciation of our stockholders’ investment in the then outstanding common stock.

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 E of our 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 effect on our results of operations, financial position or liquidity for the periods presented in this report.

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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.

Operations Review

Results of Operations

Revenue

The Company had no revenue for the three month period ended March 31, 2014 or 2013 or for the period from August 1, 2007 (date of bankruptcy settlement) through March 31, 2014, respectively. It is anticipated that the Company will not generate revenue until Coquí executes its business plan.

Operating Expenses

The following table presents our total operating expenses for the three months presented:

	Three Months Ended March 31,
	2014		2013
Operating expenses	$	44,872	$	4,035

Operating expenses consist mostly of professional services. Professional services are comprised of outside legal, audit, accounting, transfer agent and Edgar filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. The increase in operating expenses in 2014 was primarily due to the increase in legal fees to prepare the Company’s private placement documents and legal work on other corporate matters.

Total cumulative Operating Expenses for the period from August 1, 2007 (date of bankruptcy settlement) through March 31, 2014 was $140,204. These operating expenses consisted of professional fees of $93,435 and other general and administrative expenses of $43,853 and reorganization costs of $2,916.

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

It is anticipated that future operating expenses will increase as the Company complies with its periodic reporting requirements and effects its reverse acquisition and business plan with Coquí.

Liquidity and Capital Resources

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

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Cash Flow

	Three Months Ended March 31,
	2014			2013
Net cash used in operating activities	$	(26,874	)	$	-
Net cash provided by investing activities		-			-
Net cash provided by financing activities		2,968,723			-
Net cash inflow	$	2,941,939		$	-

Operating Activities

Cash used in operating activities for the three months ended March 31, 2014, consisted of net loss as well as the effect of changes in working capital. Cash used in operating activities for the three months ended March 31, 2014, consisted of an approximate net loss of $45,000. Total cash provided by working capital totaled approximately $18,000. The cash provided by working capital was due to an increase in accounts payable and accrued expenses. Total cumulative cash used in operating activities for the period from August 1, 2007 (date of bankruptcy settlement) through March 31, 2014 was approximately $99,000.

Investing Activities

Net cash provided by our investing activities for the three months ended March 31, 2014 and 2013 was $0. Total cumulative cash used in investing activities for the period from August 1, 2007 (date of bankruptcy settlement) through March 31, 2014 was $0.

Financing Activities

Net cash provided by our financing activities for the three months ended March 31, 2014, as compared to 2013 increased by approximately $2,969,000. This increase was due to the first closing of our private placement sale of our common stock taking place in February 2014.

Total cumulative cash provided by financing activities for the period from August 1, 2007 (date of bankruptcy settlement) through March 31, 2014 was approximately $3,041,000.

See Note D and Note J of the Notes to our Financial Statements included in this Quarterly Report on Form 10-Q for information regarding our private placement sales of our common stock.

Pending our completion of the reverse merger, we are not conducting any business activities. Our only operating activities are to comply with Securities and Exchange Commission reporting requirements and complete the reverse merger. We have no liquidity having loaned all of our cash to Coquí. If we raise any additional funds prior to completion of the reverse merger, they will be used for the benefit of Coquí.

The net proceeds of the Company’s private placement offering from its financing activities have been used, primarily through advances to Coquí, it to use in retaining consultants for preparing an environmental report on the site where the Facility is to be located, 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.

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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 Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Annual 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.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

Not required for a smaller reporting company

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

On February 14, 2014, the Company sold 927,000 shares of its common stock in its private placement offering to accredited investors, in exchange for gross proceeds of $3,068,370. The net proceeds to the Company from the offering was $2,941,939. On April 28, 2014, the Company sold an additional 368,000 shares of common stock with $1,218,080 in gross proceeds and $1,167,357 in net proceeds. The purchasers were accredited investors who acquired the shares for investment. The sales were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the fiscal quarter ended March 31, 2014.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS

The following exhibits are filed with this report, except those indicated as having previously been filed with the SEC and are incorporated by reference to another report, registration statement or form. As to any shareholder of record requesting a copy of this report, we will furnish any exhibit indicated in the list below as filed with this report upon payment to us of our expenses in furnishing the information.

Exhibit  Number	Description
10.1	Form of Subscription Agreement(1)
10.2	Form of Warrant Agreement
31	Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer and Principal Financial Accounting Officer
32	Section 1350 Certifications
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

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(I) Previously filed as an exhibit to the registrant’s Form 8-K filed February 21, 2014 and incorporated herein by reference.

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections

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SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereto duly authorized individuals.

Date: May 15, 2014

SMSA Crane Acquisition Corp.

 By: /s/ Alberto Burckhart

 -----------------------------------------

 Name: Alberto Burckhart

 Title: President, Chief Executive Officer, Principal Financial Officer and Principal Accounting

 Officer and Director

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EXHIBIT INDEX

Exhibit  Number	Description
10.1	Form of Subscription Agreement(1)
10.2	Form of Warrant Agreement
31	Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer and Principal Financial Accounting Officer
32	Section 1350 Certification
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

­­­­­­­­­­­­­­­­­­­­­­­­­­­

(I) Previously filed as an exhibit to the registrant’s Form 8-K filed February 21, 2014 and incorporated herein by reference.

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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EX-10.2

THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL TO THE ISSUER OF THESE SECURITIES THAT SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

Date: _________, 2014

WARRANT FOR THE PURCHASE OF SHARES OF

COMMON STOCK OF SMSA CRANE ACQUISITION CORP.

THIS IS TO CERTIFY that, for value received, PARITER SECURITIES, LLC (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, _______ shares of common stock, $0.001 par value per share (the “Common Stock”) of SMSA CRANE ACQUISITION CORP., a Nevada corporation (the “Company”), and to receive certificates for the Common Stock so purchased.  The exercise price of this Warrant is $3.31 per share (the “Exercise Price”).  

1.           Exercise Period.  This Warrant may be exercised by the Holder for a period beginning on the date listed above (the “Issuance Date”), and ending at 5:00 pm, New York time, five years following the date of issuance by the Nuclear Regulatory Commission of an operating license for Coquí Radio Pharmaceutical Corp., but not to exceed 10 years from the Issuance Date (the “Exercise Period”).  This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period.

2.           Exercise of Warrant.

(a)           This Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period.  Such exercise shall be accomplished by tender to the Company of the purchase price set forth above at the warrant price (the “Warrant Price”), either by wire transfer, certified check, or bank cashier’s check payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible but in no event more than three business days, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or its transferee (as permitted under Section 3 below).  With respect to any exercise of this Warrant, the Holder will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date this Warrant, a properly executed Subscription and payment of the Purchase  Price is received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.  Fractional shares of Common Stock will not be issued upon the exercise of this Warrant.  In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current Fair Market Value of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date.  In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holder covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable for.

(b)           As a condition of exercise, the Holder shall where applicable execute a customary investment letter and accredited investor questionnaire.  The Holder’s right to exercise this Warrant is subject to compliance with any applicable laws and rules including Section 5 of the Securities Act of 1933

                3.           Recording, Transferability, Exchange and Obligations to Issue Common Stock.

(a)           Warrant Register.  The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary from the transferee and transferor.

(b)           Registration of Transfers.  The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto as Exhibit B duly completed and signed, to the Company at its address specified herein.  As a condition to the transfer, the Company may request a legal opinion as contemplated by the legend.  Upon any such registration or transfer, a New Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder.  The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

(c)           This Warrant is exchangeable upon its surrender by the Holder to the Company for New Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such New Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender (not to exceed the aggregate number of shares underlying this Warrant).

(d)           The Company’s obligations to issue and deliver Common Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Common Stock.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant  as required pursuant to the terms hereof.

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4.           Adjustments to Exercise Price and Number of Shares Subject to Warrant.  The Exercise Price and the number of shares of Common Stock purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 4.  For the purpose of this Section 4, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, however designated, that has the right to participate in any distribution of the assets or earnings of the Company without limit as to per share amount (excluding, and subject to any prior rights of, any class or series of preferred stock).

(a)           In case the Company shall (i) pay a dividend or make a distribution in shares of Common Stock to holders of shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, then the Exercise Price in effect at the time of the record date for such dividend or on the effective date of such subdivision, combination or reclassification, and/or the number and kind of securities issuable on such date, shall be proportionately adjusted so that the Holder of the Warrant thereafter exercised shall be entitled to receive the aggregate number and kind of shares of Common Stock (or such other securities other than Common Stock) of the Company, at the same aggregate Exercise Price, that, if such Warrant had been exercised immediately prior to such date, the Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification.  Such adjustment shall be made successively whenever any event listed above shall occur.

(b)           In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of cash, evidences of indebtedness or assets, or subscription rights or warrants, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value per share of Common Stock on such record date, less the amount of cash so to be distributed or the Fair Market Value (as determined in good faith by, and reflected in a formal resolution of, the board of directors of the Company) of the portion of the assets or evidences of indebtedness so to be distributed, or of such subscription rights or warrants, applicable to one share of Common Stock, and the denominator of which shall be the Fair Market Value per share of Common Stock.  Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price, which would then be in effect if such record date had not been fixed.

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(c)           Notwithstanding any provision herein to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this Section 4(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.  All calculations under this Section 4 shall be made to the nearest cent or the nearest one-hundredth of a share, as the case may be.

(d)           In the event that at any time, as a result of an adjustment made pursuant to Section 4(a) above, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 4, and the other provisions of this Warrant shall apply on like terms to any such other shares.

(e)           Fundamental Transactions.  If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another company, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another company or person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Common Stock then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  At the Holder’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a New Warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof.  Any such successor or surviving entity shall be deemed to be required to comply with the provisions of this Section 4(e) and shall insure that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

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(f)           In case any event shall occur as to which the other provisions of this Section 4 are not strictly applicable but the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof, then, in each such case, the Company shall effect such adjustment, on a basis consistent with the essential intent and principles established in this Section 4, as may be necessary to preserve, without dilution, the purchase rights represented by this Warrant.

(g)           Notice of Adjustments.  Upon the occurrence of each adjustment pursuant to this Section 4, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Common Stock or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based.  Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

5.           Legend.  If there is not a current effective registration statement in effect and the exemption provided by Rule 144 under the Securities Act is unavailable when exercised, the stock certificates shall bear the following legend:

“The securities represented by this certificate have not been registered under the Securities Act of 1933 (the “Securities Act”), and may not be offered for sale or sold except pursuant to (i) an effective registration statement under the Securities Act, or (ii) an opinion of counsel to the issuer, that an exemption from registration under the Securities Act is available.”

6.           Reservation of Common Stock.  The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Common Stock upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 4).  The Company covenants that all Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

7.           Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which may include a surety bond), if requested.  Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.  If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company's obligation to issue the New Warrant.

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8.           Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Common Stock or Warrants in a name other than that of the Holder.  The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Common Stock upon exercise hereof.

9.           Certain Notices to Holder.

In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, or winding up is to take place and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event.  Any such notice shall be given at least 10 days prior to the earliest date therein specified.

10.         No Rights as a Shareholder.  This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company, nor to any other rights whatsoever except the rights herein set forth.  Provided, however, the Company shall not close any merger arising out of any merger agreement in which it is not the surviving entity, or sell all or substantially all of its assets unless the Company shall have first provided the Holder with 20 days’ prior written notice.

11.         Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and permitted assigns.

12.         Severability.  Every provision of this Warrant is intended to be severable.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the remainder of this Warrant.

13.         Governing Law.  This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to the conflicts of law provisions of the State of Nevada or of any other state.

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14.         Attorneys’ Fees.  In the event that there is any controversy or claim arising out of or relating to this Warrant, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Warrant, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs incurred in proceedings undertaken to establish both entitlement to fees and establishing the amount of fees to be recovered, sometimes referred to as “fees on fees”).  Should a party take an appeal, the prevailing party shall recover attorney’s fees and costs on the appeal, unless the outcome of the appeal is a remand for new trial, in which case the party that ultimately prevails shall recover attorney’s fees and costs for all proceedings including any appeal.

15.         Entire Agreement. This Warrant (including the Exhibits attached hereto) constitutes the entire understanding between the Company and the Holder with respect to the subject matter hereof, and supersedes all prior negotiations, discussions, agreements and understandings relating to such subject matter.

16.         Good Faith. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate  in order to protect the rights of the holder of this Warrant against such impairment.

[Signature Page to Follow]

7

[Signature Page to Warrant]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the Issuance Date.

SMSA Crane Acquisition Corp.

By: ______________________

Alberto Burckhart

Chief Executive Officer

8

Exhibit A

SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Warrant)

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby notifies the Company that it is exercising this warrant.

Please complete the following:

•   I am exercising my right to purchase all of the shares of Common Stock which I am entitled to purchase under this warrant. The number of shares of Common Stock is _________.

•   I am exercising my right to purchase ________ shares of Common Stock, and request that the Company deliver to me or as I shall designate below a new Warrant representing the right to purchase _______ shares of Common Stock.

I am making payment of the full exercise price for such shares at an Exercise Price per share of $0.001 as provided for in such Warrant. The total exercise price payable is $___________. Such payment takes the form of (check applicable box or boxes):

___           $__________ in check payable to the order of the Company; or

___           $__________ by wire transfer of immediately available funds

I request that a certificate for the Common Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below.  If the Common Stock is not all of the shares purchasable pursuant to the Warrant, I request that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to me at the address stated below.

In connection with the issuance of the Common Stock, if the Common Stock may not be immediately publicly sold, I hereby represent to the Company that I am acquiring the Common Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933 (the “Securities Act”).

I am______ am not ______ [please initial one] an accredited investor for at least one of the reasons on Exhibit A-1 to the Warrant.  If the SEC has amended the rule defining the definition of accredited investor, I acknowledge that as a condition to exercise the Warrant, the Company may request updated information regarding the Holder’s status as an accredited investor.  My exercise of the Warrant shall be in compliance with the applicable exemptions under the Securities Act and applicable state law.

9

I understand that if at this time the Common Stock has not been registered under the Securities Act, I must hold such Common Stock indefinitely unless the Common Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification.  I shall make no transfer or disposition of the Common Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition.  I agree that each certificate representing the Common Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant.

I further agree that the Company may place stop transfer orders with its transfer agent to the same effect as the above legend.  The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company of an opinion of counsel to the Company to the effect that such legend may be removed.

	Pariter Securities, LLC
Date:_______________________________	Signed: _______________________________ Print Name:____________________________ Address:______________________________
Date:_______________________________	Signed: _______________________________ Print Name:____________________________ Address:______________________________

10

Exhibit A-1

For Individual Investors Only:

(1)           I certify that I am a person who has an individual net worth, or a person who with his or her spouse has a combined net worth, in excess of $1,000,000. For purposes of calculating net worth under this paragraph (1), (i) the primary residence shall not be included as an asset, (ii) to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess amount shall be included as a liability, and (iii) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days prior to exercising these securities, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability.

(2a)         I certify that I am an accredited investor because I had individual income (exclusive of any income attributable to my spouse) of more than $200,000 in the two most recent calendar years and I reasonably expect to have an individual income in excess of $200,000 in the current year.

(2b)         Alternatively, my spouse and I have joint income in excess of $300,000 in each applicable year.

(3)           I am a director or executive officer of the Company.

Other Investors:

(4)           The undersigned certifies that it is one of the following:  any bank as defined in Section 3(a)(2) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; insurance company as defined in Section 2(13) of the Securities Act; investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S.  Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

(5)           The undersigned certifies that it is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

11

(6)           The undersigned certifies that it is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

(7)           The undersigned certifies that it is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act.

(8)           The undersigned certifies that it is an entity in which all of the equity owners are accredited investors.

(9)           I am none of the above.

12

Exhibit B

ASSIGNMENT

(To be Executed by the Holder to Effect Transfer of the Attached Warrant)

For Value Received Pariter Securities, LLC hereby sells, assigns and transfers to __________________________ the Warrant attached hereto and the rights represented thereby to purchase _________ shares of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint ___________________________ as attorney to transfer such Warrant on the books of the Company with full power of substitution.

Dated: _____________________________	Signed: _____________________________
Please print or typewrite name and address of assignee:	Please insert Social Security or other Tax Identification Number of Assignee:

Dated: _____________________________	Signed: _____________________________
Please print or typewrite name and address of assignee:	Please insert Social Security or other Tax Identification Number of Assignee:

13

EX-31

Exhibit 31

Certification of Principal Executive Officer

I, Alberto Burckhart, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SMSA Crane Acquisition Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 15, 2014

/s/ Alberto Burckhart                                            

Alberto Burckhart, Principal Executive Officer,

Principal Financial Officer and Principal Accounting Officer

EX-32

Exhibit 32

Section 1350 Certifications

STATEMENT FURNISHED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned is the Chief Executive Officer and Treasurer or Principal Accounting Officer of SMSA Crane Acquisition Corp. This Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification accompanies the Quarterly Report on Form 10-Q of SMSA Crane Acquisition Corp. for the three months ended March 31, 2014.

The undersigned certifies that such 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of SMSA Crane Acquisition Corp. as of March 31, 2014.

This Certification is executed as of May 15, 2014

By: /s/ Alberto Burckhart

-----------------------------------------

Name: Alberto Burckhart

Title: Alberto Burckhart, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

A signed original of this written statement required by Section 906 has been provided to SMSA Crane Acquisition Corp. and will be retained by SMSA Crane Acquisition Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Development Stage Company and Use of Estimates

3 Months Ended

Mar. 31, 2014

Development Stage Company and Use of Estimates

Development Stage Company and Use of Estimates

Note C – Development Stage Company and Use of Estimates

The Company is presented as a development stage company beginning on the date of the bankruptcy settlement (confirmation date) of August 1, 2007, when Fresh Start accounting was applied. Activities during the development stage have been maintaining corporate and reporting compliance, seeking a business combination and raising capital.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

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Cash in Escrow Account (Unrestricted) and Company Liquidity

3 Months Ended

Mar. 31, 2014

Cash in Escrow Account (Unrestricted) and Company Liquidity

Cash in Escrow Account (Unrestricted) and Company Liquidity

Note D – Cash in Escrow Account (Unrestricted) and Company Liquidity

The Company has no post-bankruptcy operating history however the Company has raised approximately $4.1 million in equity capital from January 2014 through April 28, 2014 in contemplation of a reverse acquisition transaction with an operating company, Coquí, as discussed in Note A and Note K. On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock, the minimum amount offered in its private placement offering to accredited investors in exchange for gross proceeds of $3,068,370. The net proceeds to the Company from the offering was $2,941,939 and this amount, as of March 31, 2014, was held in the Company’s legal counsel’s escrow account, unrestricted. $2,891,673 of this escrow was distributed out of the Company’s legal counsel’s escrow account on April 14, 2014, with the remaining $50,266 distributed out of the Company’s legal counsel’s escrow account on April 28, 2014.

The Company is not conducting operations pending completion of the reverse merger with Coquí. It is dependent upon Coquí to provide loans to pay its legal and accounting fees. The Company is continuing its private placement offering since Coquí needs substantial additional capital. Coquí faces considerable risk in its business plan and a potential shortfall of funding due the potential inability to raise additional capital in the equity securities market that it needs to implement its business plan.  If adequate operating capital and/or cash flows are not received during the next twelve months, the Company and/or Coquí could become dormant until such time as necessary funds could be raised or provided as set forth in the Plan. There is no assurance that the Company Coquí and/or 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 or affordable by the Company.

The Company’s Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock.  The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover 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

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Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current Assets
Cash on hand and in escrow (unrestricted)	$ 2,942,177	$ 238
Total Assets	2,942,177	238
Current Liabilities
Accounts payable and accrued expenses	40,998	22,910
Due to principal stockholder - related party	29,234	3,825
Total Liabilities	70,232	26,735
Stockholders' Equity (Deficit)
Preferred stock - $0.001 par value 10,000,000 shares authorized. No shares issued and outstanding	0	0
Common stock - $0.001 par value.100,000,000 shares authorized. 11,018,848 shares and 10,000,005 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively	11,019	10,000
Additional paid-in capital	3,001,130	58,835
Deficit accumulated during the development stage	(140,204)	(95,332)
Total Stockholders' Equity (Deficit)	2,871,945	(26,497)
Total Liabilities and Stockholders' Equity (Deficit)	$ 2,942,177	$ 238

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Basis of Presentation, Background and Description of Business

3 Months Ended

Mar. 31, 2014

Basis of Presentation, Background and Description of Business

Basis of Presentation, Background and Description of Business

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, 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2013.

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 three 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

SMSA Crane Acquisition Corp. (the “Company”) was organized on September 9, 2009 as a Nevada corporation to effect the reincorporation of Senior Management Services of Crane, Inc. (Predecessor Company), 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 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity’s fair value - resulting in a fresh start, creating, in substance, a new reporting entity.  Accordingly, the Company, post-bankruptcy, has no significant assets, liabilities or operating activities.  Therefore, the Company, as a new reporting entity, qualifies as a “development stage enterprise” as defined in Development Stage Entities topic of the FASB Accounting Standards Codification and as a shell company as defined in Rule 405 under the Securities Act of 1933, (Securities Act), and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act).

On November 5, 2010, the Company entered into a Share Purchase Agreement (Share Purchase Agreement) with Carolyn C. Shelton (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.

Description of Business

The Company’s business plan is to consummate the reverse acquisition transaction with Coquí which intends to establish a dedicated Medical Isotope Production Facility in the United States to provide a reliable domestic source of certain radioisotopes for use in nuclear medicine. In order to accomplish this, substantial additional capital must be raised. Moreover, there are a number of material contingencies including approval by the Nuclear Regulatory Commission (“NRC”). To date, no application has been filed by Coquí due to insufficient working capital. There is no assurance that the Company will be able to successfully implement this business plan or that the execution of the same will result in the appreciation of our stockholders’ investment in the Company’s common stock. The Company intends to consummate such merger as soon as Coquí finishes auditing its financial statements required to permit it to comply with applicable Securities and Exchange Commission rules.

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Due to Stockholder (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Due to Stockholder {2}
Company owes , respectively, to Coquí the controlling stockholder	$ 29,234	$ 3,825

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Reorganization Under Chapter 11 of the U. S. Bankruptcy Code

3 Months Ended

Mar. 31, 2014

Reorganization Under Chapter 11 of the U. S. Bankruptcy Code

Reorganization Under Chapter 11 of the U. S. Bankruptcy Code

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

The Company’s Plan of Reorganization was confirmed by the Bankruptcy Court 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.

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Balance Sheets Parentheticals (USD $)	Mar. 31, 2014	Dec. 31, 2013
Parentheticals
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	11,018,848	10,000,005
Common Stock, shares outstanding	11,018,848	10,000,005

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ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2014

ACCOUNTING POLICIES

Cash and cash equivalents policy

1. Cash and cash equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Reorganizations costs

2. Reorganization costs

The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred.

Income Taxes Policy

3. Income taxes

The Company files income tax returns in the United States of America and various states, as appropriate and applicable.  As a result of the Company’s bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2010.  The Company does not anticipate any examinations of returns filed for periods ending on or after December 31, 2009.

The Company uses the asset and liability method of accounting for income taxes.  At March 31, 2014 and December 31, 2013, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences.  Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification.  The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority.  As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.

Income (Loss) per share policy

4. Income (Loss) per share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

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

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

As of March 31, 2014 and December 31, 2013 and subsequent thereto, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. At March 31, 2014 there were an additional 92,700 outstanding warrants which could dilute future earnings per share.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 06, 2014
Document and Entity Information
Entity Registrant Name	SMSA CRANE ACQUISITION CORP.
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Entity Central Index Key	0001473287
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		11,423,648
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

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Organization (Details) (USD $)	Oct. 24, 2013	Aug. 29, 2013	Nov. 05, 2010
ORGANIZATION AND DESCRIPTION:
Acquired Common Stock Shares			9,500,000
Acquired Common Stock Value			$ 9,500
Common Stock Shares Par Value			$ 0.001
Coquí purchased outstanding shares of common stock		9,500,000
Coquí agreed to purchase an additional outstanding shares		400,000
in a private transaction in exchange for		$ 280,000
additional shares were subsequently acquired	400,000

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Statements of Operations (USD $)	3 Months Ended		21 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Revenues {1}
Revenues	$ 0	$ 0	$ 0
Operating expenses
Reorganization costs	0	0	2,916
Professional fees	39,207	2,825	93,435
Other general and administrative costs	5,665	1,210	43,853
Total operating expenses	44,872	4,035	140,204
Loss from operations	(44,872)	(4,035)	(140,204)
Provision for income taxes	0	0	0
Net Loss	$ (44,872)	$ (4,035)	$ (140,204)
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted	$ 0	$ 0
Weighted-average number of shares of common stock outstanding - basic and fully diluted	10,509,427	10,000,005

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions

Related Party Transactions

Note G - Related Party Transactions

Halter Financial Group, Inc. (H.G.), 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.  This contributed capital totaled $375 and $5,600 for the three months ended March 31, 2014 and the year ended December 31, 2013, respectively and $58,710 the period from August 1, 2007 (date of bankruptcy settlement) through March 31, 2014. These amounts have been reflected as a component of additional paid-in capital in the accompanying unaudited balance sheets.

During the three months ended March 31, 2014 and the year ended December 31, 2013, Coquí contributed a total of $25,409 and $3,825 to support the Company’s operations. This amount has been reflected in due to stockholder in the accompanying financial statements at March 31, 2014 and December 31, 2013, respectively (see Note H).

The Company has advanced the net proceeds of its private placement to Coquí, which advances have not been documented by any loan agreements or notes. Additionally, the Company’s Chief Executive Officer is a principal of the Placement Agent which is raising the capital in the private placement and has received compensation directly from the private placement fees paid to the placement agent. See Note J.

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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2014

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Note F - Fair Value of Financial Instruments

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.

Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates.  The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates.  The Company does not use derivative instruments to moderate its exposure to financial risk, if any.

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Subsequent Events (Details) (USD $)	Apr. 28, 2014	Feb. 14, 2014
Subsequent Events
the closing on the above shares		927,000
an additional common shares were sold	368,000
accredited investors in exchange for gross proceeds in million at $3.31 per share	$ 1.2
Pariter was paid for acting as a placement agent	48,723
Pariter was issued five-year warrants exercisable at $3.31 per share	36,800
Pariter waived cash commissions of	121,808
Electing to purchaseshares of the Company's common stock at the offering price of $3.31 per share	36,800
other fees paid	2,000
The net proceeds to the Company were	$ 1,167,357	$ 2,941,939

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Related Party Transaction (Details) (USD $)	3 Months Ended	12 Months Ended	80 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
Related Party Transaction:
HFG managed Cash funded from bankruptcy trust			$ 1,000
Contributed capital to support operations	375	5,600	58,710
Coquí contributed a total to support operations	$ 25,409	$ 3,825

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Capital Stock Transactions

3 Months Ended

Mar. 31, 2014

Capital Stock Transactions

Capital Stock Transactions

Note J- Capital Stock Transactions

Pursuant to the Plan affirmed by the U. S. Bankruptcy Court - Northern District of Texas - Dallas Division, the Company issued 500,005 plan shares to meet the requirements of the Plan.  The 500,005 shares of the Company’s “new” common stock was issued to holders of various claims, as defined in the Plan, in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust.

On November 5, 2010, the Company entered into a Share Purchase Agreement with Shelton pursuant to which she acquired 9,500,000 shares of our common stock for approximately $9,500 cash or $0.001 per share.  As a result of this transaction, 10,000,005 shares of our common stock were issued and outstanding as of December 31, 2013.

The Company in 2014 is conducting a private placement offering on a best efforts partial all-or-none basis, minimum offering of $3 million, maximum offering of $49,032,225 at $3.31 per share.

On February 14, 2014, the Company closed on the sale of 927,000 shares of common stock, the minimum amount offered in its private placement offering to accredited investors in exchange for gross proceeds of $3,068,370.  Pariter Securities, LLC (“Pariter”) was paid $125,431 for acting as a placement agent for the offering, which was charged against the proceeds recorded in additional paid-in capital and was 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; stock price and exercise price $3.31; risk free interest rate 1.5%; volatility factor, derived by using comparable public companies in the same industry, was 28% and the expected term of the warrant to be 5 years.

Additionally, Pariter waived cash commissions of $304,001 by electing to purchase 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 were $2,941,939.

The Company’s principal shareholder is Coquí.  Coquí is a radio pharmaceutical company that seeks to establish a medical isotope production facility (the “Facility”) to produce Molybdenum-99 (“Mo-99”).  Mo-99 is used to manufacture one of the principal medical isotopes used for diagnostic applications in nuclear medicine.

The net proceeds of the Company’s private placement offering will be used, primarily through advances to Coquí, for preparing an environmental report on the site where the Facility is to be located, 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.

Following completion of the required audit of Coquí, the intent is for Coquí to merge into the Company.

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Due to Stockholder

3 Months Ended

Mar. 31, 2014

Due to Stockholder

Due to Stockholder

Note H – Due to Stockholder

As of March 31, 2014 and December 31, 2013, the Company owes $29,234 and $3,825, respectively, to Coquí the controlling stockholder 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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Concentration of Credit Risk

3 Months Ended

Mar. 31, 2014

Concentration of Credit Risk

Concentration of Credit Risk

Note I – Concentration of Credit Risk

The Company maintained its cash at March 31, 2014 in its legal counsel’s escrow account, unrestricted (cash from proceeds from the sale of its common stock from its private placement offering) and on hand. 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, 2014. At March 31, 2014, the Company cash balances were not insured

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Subsequent Events

3 Months Ended

Mar. 31, 2014

Subsequent Events

Subsequent Events

Note L - Subsequent Events

After the closing on the above 927,000 shares on February 14, 2014, an additional 368,000 common shares were sold on April 28, 2014 in the Company’s private placement to accredited investors in exchange for gross proceeds of approximately $1.2 million at $3.31 per share. Pariter was paid $48,723 for acting as a placement agent for the offering and was issued 36,800 five-year warrants exercisable at $3.31 per share. Additionally, Pariter waived cash commissions of $121,808 by electing to purchase 36,800 shares of the Company’s common stock at the offering price of $3.31 per share (without commissions or expenses) and other fees of $2,000 was also paid. The net proceeds to the Company were $1,167,357. All funds received by the Company have been loaned to Coquí.

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"Cash in Escrow Account (Details) (USD $)	Mar. 31, 2014
Cash in Escrow Account (Unrestricted) and Company Liquidity {2}
Company has raised approximately equity capital in million	$ 4.1
the Company closed on the sale of shares of common stock, offered in its private placement	927,000
accredited investors in exchange for gross proceeds	3,068,370
The net proceeds to the Company from the offering	2,941,939
amount held in the Company's legal counsel's escrow account	2,891,673
distributed out of the Company's legal counsel's escrow	$ 50,266

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Statement of Cash Flows (USD $)	3 Months Ended		21 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Operating Activities:
Net loss for the period	$ (44,872)	$ (4,035)	$ (140,204)
Changes in operating working capital items:
Increase in Accounts payable	18,088	4,035	40,998
Net Cash Used in Operating Activities	(26,784)	0	(99,206)
Cash Flows from Investing Activities:	0	0	0
Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net of offering cost	2,942,939	0	2,952,439
Stockholder loans	25,409	0	29,234
Cash funded from bankruptcy trust	0	0	1,000
Additional capital contributed to support operations	375	0	58,710
Net Cash Provided by Financing Activities	2,968,723	0	3,041,383
Increase in Cash	2,941,939	0	2,942,177
Cash at beginning of period	238	874	0
Cash at end of period	2,942,177	874	2,942,177
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	0	0	0
Income taxes paid during the period	$ 0	$ 0	$ 0

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note E - Summary of Significant Accounting Policies

1. Cash and cash equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

2. Reorganization costs

The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred.

3. Income taxes

The Company files income tax returns in the United States of America and various states, as appropriate and applicable.  As a result of the Company’s bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2010.  The Company does not anticipate any examinations of returns filed for periods ending on or after December 31, 2009.

The Company uses the asset and liability method of accounting for income taxes.  At March 31, 2014 and December 31, 2013, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences.  Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification.  The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority.  As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.

4. Income (Loss) per share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

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

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

As of March 31, 2014 and December 31, 2013 and subsequent thereto, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation. At March 31, 2014 there were an additional 92,700 outstanding warrants which could dilute future earnings per share.

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CAPITAL STOCK TRANSACTION (Details) (USD $)	Mar. 31, 2014	Feb. 14, 2014	Dec. 31, 2013	Nov. 05, 2010
CAPITAL STOCK TRANSACTION:
Plan Shares to meet the requirements	500,005
Common stock was issued to holders of various claims	500,005
Share Purchase Agreement				9,500,000
Issued an aggregate shares of common stock				$ 9,500
Issued an aggregate shares of common stock par value				$ 0.001
conducting a private placement , minimum offering in million	3
conducting a private placement , maximum offering	49,032,225
at per share.	$ 3
Shares of common stock currently issued and outstanding			10,000,005
Company closed on the sale ofshares of common stock		927,000
accredited investors in exchange for gross proceeds of		3,068,370
Pariter Securities, LLC ("Pariter") was paid against the proceeds recorded in additional paid-in capital		125,431
Pariter Securitie was issued five-year warrants exercisable		92,700
warrants exercisable at per share		$ 3.31
risk free interest rate ; volatility factor		1.50%
volatility factor, derived by using comparable public companies		28.00%
Pariter waived cash commissions		304,001
electing to purchase shares of the Company's common stock		91,843
at the offering price of per share		$ 3.31
Other fees of were also paid and expensed		1,000
The net proceeds to the Company were		$ 2,941,939