UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SMSA Crane Acquisition Corp.
(Name of Issuer)
Common stock, $0.001 per share
(Title of Class of Securities)
78458B108
(CUSIP Number)
Joe Laxague, Esq.
Laxague Law, Inc.
1 East Liberty, Suite 600
Reno, NV 89501
Tel. (775) 234-5221
Fax (775) 996-3283
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 26, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 78458B108 | 13D | Page 2 of 6 Pages |
1 | NAME OF REPORTING PERSONS Irwin Eskanos
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
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3 | SEC USE ONLY
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4 | SOURCE OF FUNDS
Personal funds
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| 7 | SOLE VOTING POWER
9,947,490
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| 8 | SHARED VOTING POWER n/a
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| 9 | SOLE DISPOSITIVE POWER
9,947,490
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| 10 | SHARED DISPOSITIVE POWER n/a
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,947,490
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 99.00%
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14 | TYPE OF REPORTING PERSON IN
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CUSIP No. 78458B108 | 13D | Page 3 of 6 Pages |
ITEM 1. | SECURITY AND ISSUER |
(a) Name of Issuer:
SMSA Crane Acquisition Corp.
(b) Address of Issuer's Principal Executive Offices:
4 Orinda Way, Suite 180-C
Orinda, CA 94563
(c) Title of the class of equity securities to which this statement relates:
Common stock, par value $0.001
ITEM 2. | IDENTITY AND BACKGROUND |
If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).
(a) Name:
Irwin Eskanos
(b) Residence or business address:
4 Orinda Way, Suite 180-C
Orinda, CA 94563
(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
Irwin Eskanos has been a licensed attorney in California for over fifty years. He recently retired from the firm of Eskanos & Adler, which he founded in 1969. Mr. Eskanos practice focused on commercial law and collections, representing major Fortune 500 companies and other businesses engaged in extensions of credit. He has been actively involved in the Commercial Law League of America, The National Association of Bankruptcy Trustees, the founding and development of the National Association of Retail Collection Attorneys (NARCA) and state and local Bar Associations including the Alameda County Bar, the San Francisco County Bar Association, the Contra Costa Bar Association and the California Creditors Bar Association (which Mr. Eskanos was an active participant in the founding in 2005). In addition, Mr. Eskanos has authored practice books for lawyers for the University of Californias Continuing Education of the Bar.
As part of his service in the legal industry, Mr. Eskanos also served as a judge pro tem in the Oakland Piedmont Municipal Court, arbitrated actions as an Arbitrar appointed by the American Arbitration Association, and served for many years as an Arbitrar before the bar association being a member of the panel adjudicating disputes between clients and their attorneys. Mr. Eskanos continues to maintain a presence in the collections industry by maintaining his active participation in Alliance Credit Services, a national debt buyer. He is an active member of the Debt Buyers Association, which is the industry group of companies involved in purchasing delinquent debt. Following his recent retirement from the law firm of Eskanos & Adler, Mr. Eskanos has been engaged in providing pro bono work for those needing legal representation but without the financial ability to pay for the same. Mr. Eskanos is a graduate of the University of San Francisco School of Law.
CUSIP No. 78458B108 | 13D | Page 4 of 6 Pages |
(d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:
No.
(e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:
No.
(f) Citizenship:
United States
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Mr. Eskanos purchased 9,947,490 shares of common stock in the issuer from Coqui Radio Pharmaceuticals Corp. for a purchase price of $250,000. The source of the funds used for the acquisition was the personal funds of Mr. Eskanos.
ITEM 4. | PURPOSE OF TRANSACTION. |
The purpose of Mr. Eskanos acquisition of controlling interest was to enable Mr. Eskanos to pursue a business combination for the issuer through the acquisition of, or merger with, an operating private business. Although Mr. Eskanos is reviewing various opportunities in this regard, no agreements regarding a specific merger or acquisition have been reached at this time.
In connection with the acquisition of controlling interest by Mr. Eskanos, the issuers former sole officer and director, Carmen I. Bigles, resigned from her executive officer positions and appointed Mr. Eskanos as the issuers CEO, CFO, President, Secretary and Treasurer. In addition, Ms. Bigles appointed Irwin Eskanos to the issuers Board of Directors and resigned from the board effective ten (10) days after mailing to shareholders of the issuers Schedule 14f-1 regarding the change in its board. Also concurrently with the sale of controlling interest, Coqui Radio Pharmaceuticals Corp. agreed to pay in full, and indemnify the issuer for, its outstanding liabilities as of the date of the sale.
Except as otherwise described above, there are no current plans or proposals which the reporting persons may have which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the issuer;
(f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
CUSIP No. 78458B108 | 13D | Page 5 of 6 Pages |
(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Mr. Eskanos aggregate number of beneficially owned shares of Common Stock, par value $0.001 per share, is currently 9,947,490 shares. Mr. Eskanos has the sole power to vote and to dispose of these shares. Mr. Eskanos has not effected any transactions in the issuers common stock during the past sixty days.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
There are currently no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Exhibit No. |
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| Stock Purchase Agreement | |
| Indemnity Agreement | |
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CUSIP No. 78458B108 | 13D | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: June 27, 2017 |
| /s/ Irwin Eskanos |
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| Irwin Eskanos |
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EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (Agreement) effective as of the 23rd day of June, 2017, provides for the sale of a total of 9,947,490 shares of common stock (the "Shares" or Securities) of SMSA Crane Acquisition Corp., a Nevada corporation (the "Company") for a total purchase price of $250,000 (the Purchase Price) from Coqui Radio Pharmaceuticals Corp. ("Seller") to Irwin Eskanos (Buyer) on the following terms and conditions:
1.
Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 2 below), Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares.
2.
Closing. The purchase of the Shares shall be consummated at a closing ("Closing") to take place at 10:00 o'clock a.m. on or before June 30, 2017 unless extended by agreement of the parties hereto (the "Closing Date").
3.
Purchase Price. The Purchase Price for the Shares shall be delivered on or before the Closing Date, by Buyer to J.M. Walker & Associates (the Escrow Agent) pursuant to the Escrow Agreement entered into by and among Buyer, Seller, and the Escrow Agent dated as of June 20, 2017 (the Escrow Agreement). The Purchase Price shall be delivered by the Escrow Agent in the manner instructed by the Seller upon the satisfaction of the closing conditions contemplated by this Agreement.
4.
Sellers Delivery. Prior to the Closing Date, the Seller shall deliver to the Escrow Agent: (i) the certificates representing the Shares (the Certificates), in negotiable form, duly endorsed with a duly executed stock transfer power, (ii) a Medallion Signature Guaranty or waiver thereof to the stock transfer power in a form and substance satisfactory to Securities Transfer Corporation and (iii) any other instruction required for the transfer of the Shares to Buyer conditioned upon Buyers delivery of the Purchase Price.
5.
Buyers Delivery. On the Closing Date, Buyer shall deliver to Seller the Purchase Price, conditioned upon Sellers delivery of the Shares.
6.
Representations and Warranties of the Seller with respect to the Securities. The Seller represents and warrants to the Buyer with respect to the Securities that:
(a)
Capacity of the Seller; Authorization; Execution of Agreements. The Seller has all requisite power, authority and capacity to enter into this Agreement and to perform the transactions and obligations to be performed by it hereunder. This Agreement constitutes a valid and legally binding agreement of the Seller, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States (both state and federal), affecting the enforcement of creditors rights or remedies in general from time to time in effect and the exercise by courts of equity powers or their application of principles of public policy.
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(b)
Title to Securities. The Seller is the sole record and beneficial owner of the Securities and have sole managerial and dispositive authority with respect to the Securities. The Seller has not granted any person a proxy with respect to the Shares that has not expired or been validly withdrawn. The sale and delivery by the Seller of the Securities to the Buyer pursuant to this Agreement will vest in the Buyer legal and valid title to the Securities, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever, other than encumbrances created by the Buyer and restrictions on the resale of the Securities under applicable securities laws.
(c)
Disclosure. The Seller acknowledges and agrees that the representations and warranties by the Seller in this Section 6 are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.
7.
Representations and Warranties of the Buyer. The Buyer hereby represents and warrants to the Seller that:
(a)
Capacity of the Buyer; Authorization; Execution of Agreements. The Buyer has all requisite power, authority and capacity to enter into this Agreement and to perform the transactions and obligations to be performed by it hereunder. The execution and delivery of this Agreement by the Buyer, and the performance by the Buyer of the transactions and obligations contemplated hereby, including, without limitation, the purchase of the Securities from the Seller hereunder, have been duly authorized by all requisite corporate action of the Buyer, as applicable. This Agreement constitutes a valid and legally binding agreement of the Buyer, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States (both state and federal), affecting the enforcement of creditors rights or remedies in general from time to time in effect and the exercise by courts of equity powers or their application of principles of public policy.
(b)
Investment Intent. The Shares being purchased hereunder by the Buyer are being purchased for his own account and are not being purchased with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the 1933 Act. The Buyer understands that such Securities have not been registered under the 1933 Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the 1933 Act pursuant to Section 4(a)(2) thereof and/or the provisions of Rule 506 of Regulation D promulgated thereunder, and under the securities laws of applicable states. The Buyer further understands that the certificates representing such Securities shall bear a legend substantially similar to the following and agrees that it will hold such Securities subject thereto:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED,
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PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACTS AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).
(c)
Disclosure. The Buyer acknowledges and agrees that the representations and warranties by the Buyer in this Section 7 are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.
8.
Miscellaneous:
a.
Entire Agreement.
This Agreement, together with: (i) the Indemnity Agreement executed and delivered by the Seller, and (ii) the Officers Certificate executed and delivered on behalf of the Company, each of which are incorporated herein by reference, represents the entire agreement between the parties relating to the subject matter hereof. This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.
b.
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.
c.
Expenses. Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof.
d.
Further Assurances, Cooperation. Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete sale contemplated by this agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this agreement.
e.
Governing Law. This Agreement shall be construed (both as to validity and performance) and enforced in accordance with and governed by the laws of the state of Nevada applicable to agreements made and to be performed wholly within such jurisdiction and without regard to conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
| Seller | |
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| Coqui Radio Pharmaceuticals Corp. | |
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| By: | /s/ Carmen I. Bigles |
| Carmen I. Bigles, Chief Executive Officer | |
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| Buyer | |
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| /s/ Irwin J. Eskanos | |
| Irwin Eskanos |
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EXHIBIT 99.2
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of June 23, 2017 by and between Coqui Radio Pharmaceuticals Corp. (the "Indemnitor"), and SMSA Crane Acquisition Corp., a Nevada corporation (SSCR or the "Indemnitee").
RECITALS
WHEREAS, Indemnitor has entered into an agreement regarding the sale of 9,947,490 shares of common stock in SSCR owned by the Indemnitor (the Stock Sale), and
WHEREAS, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are required in connection with the Stock Sale,
NOW, THEREFORE, in consideration of the premises and the covenants, promises and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as follows:
1.
Liabilities of SSCR. Indemnitor represents and warrants to Indemnitee that Schedule A hereto contains a complete and accurate listing of all liabilities of SSCR as of the closing Stock Sale (the Liabilities). Other than the Liabilities as set forth in Schedule A hereto, as of the date hereof, SSCR is not liable for any other liability, debt, obligation, deficiency, tax, penalty, fine, claim, cause of action or other loss, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due.
2.
Indemnification. In connection with the Stock Sale, and concurrently with the closing thereof, Indemnitor shall pay and satisfy in full each of the Liabilities. Further, Indemnitor shall assume and pay, honor and discharge when due, and shall indemnify SSCR and its affiliates against, all debts, adverse claims, liabilities, judgments and obligations, including tax obligations, of SSCR, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including common law) or any rule or regulation of any governmental authority or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of SSCR, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, at or prior to the closing of the Stock Sale.
3.
Miscellaneous.
3.1
Assignment; Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, and none of the rights or obligations herein may be assigned or delegated without the prior written consent of the other party hereto. Except as expressly set forth herein, the covenants and agreements set forth in this Agreement are for the sole benefit of the parties hereto and their successors and permitted assigns and shall not be construed as conferring any rights on any other persons.
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3.2
Governing Law; Jurisdiction and Venue. This Agreement, and any matter or dispute arising hereunder or in connection with this Agreement, will be governed by and construed in accordance with the laws of the state of Nevada without giving effect to conflict of laws principles thereof. Each party hereto irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Reno, Nevada, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with, this agreement or any of the transactions contemplated hereby. Each party hereby expressly waives any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than those located in Reno, Nevada.
3.3
Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent practicable.
3.4
Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in counterparts, both of which will be considered one and the same agreement.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be executed as of the date first written above.
| Coqui Radio Pharmaceuticals Corp. | |
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| By: | /s/ Carmen I. Bigles |
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| Carmen I. Bigles, Chief Executive Officer |
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| SMSA Crane Acquisition Corp. | |
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| By: | /s/ Carmen I. Bigles |
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| Carmen I. Bigles, Chief Executive Officer |
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