WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 5, 2010
SMSA Crane Acquisition Corp.
(Exact name of registrant as specified in Charter)
|
Nevada
|
000-53800
|
27-0984742
|
|
(State of
incorporation)
|
(Commission File No.)
|
(IRS Employer Identification No.)
|
1397 Dominion Plaza, Ste. 100
Tyler, TX 75703
(Address of Principal Executive Offices)
174 FM 1830, Argyle, TX 76226
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
|
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates”, “believes”, “estimates”, “expects”, “plans”, “projects”, “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 5, 2010, we entered into a share purchase agreement, (the “Share Purchase Agreement”), with Carolyn C. Shelton (the “Purchaser”), pursuant to which the Purchaser acquired 9,500,000 million shares of our common stock for $9,500.00 or, $.001 per share. As a result of this transaction, 10,000,005 shares of our common stock are currently issued and outstanding.
The foregoing description of the terms of the Share Exchange Agreement is qualified in its entirety by reference to the provisions of the document filed as Exhibit 2.1 to this report, which is incorporated by reference herein.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 5, 2010, we completed a stock sale transaction with the Purchaser pursuant to the Share Purchase Agreement.
Our current business plan is to own and mange income producing commercial properties in East Texas.
We have no capital and must depend on the Purchaser to provide us with the necessary funds to implement our business plan.
Employees
We have no employees. Our president Carolyn C. Shelton, will be responsible for managing our administrative affairs, including our reporting obligations pursuant to the requirements of the Exchange Act.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stock as of November 5, 2010 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group.
|
Name & Address of
Beneficial Owner
|
Office, If Any
|
Title of Class
|
Amount & Nature of
Beneficial Ownership
|
Percent of Class
|
|
|
|
Carolyn C. Shelton
1397 Dominion Plaza, Ste. 100
Tyler, Texas 75703
|
Chairman, President, Chief Financial Officer and Secretary
|
Common Stock
$0.001 par value
|
9,500,000
|
95.0%
|
Directors and Executive Officers
The following table sets forth the name and position of each of our current executive officers and directors.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Carolyn C. Shelton
|
|
43
|
|
Chairman, President, CEO, CFO and Secretary
|
Carolyn C. Shelton is responsible for our overall operations.
Ms. Shelton received a BBA in Finance and Real Estate and a minor in Economics from Southern Methodist University in 1989. For thirteen years she was a commercial lender and senior vice president for JPMorgan Chase and Texas Capital Bank. Ms. Shelton has substantial experience in the real estate industry and is currently involved in the acquisition and development of commercial and retail office space in Tyler, Texas. She also serves as a financial consultant for area real estate investors.
There are no other agreements or understandings for any of our executive officers or directors to resign at the request of another person and no officer or director is acting on behalf of any other person.
Directors are elected until their successors are duly elected and qualified.
Board Composition and Committees
Our board of directors is currently composed of two members. All actions of the board of directors require the approval of a majority of the directors in attendance at a meeting at which a quorum is present.
We currently do not have standing audit, nominating or compensation committees. Currently, our entire board of directors is responsible for the functions that would otherwise be handled by these committees.
To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.
As a result of the closing of the stock purchase transaction, the Purchaser now owns 95% of the total outstanding shares of our capital stock and 95% total voting power of all our outstanding voting securities.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
In connection with the closing of the exchange transaction on November 5, 2010, Timothy P. Halter, our sole director and officer, submitted a resignation letter pursuant to which he resigned from all offices that he held effective immediately. The resignation of Mr. Halter is not in connection with any known disagreement with us on any matter.
For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Filed herewith are the following exhibits:
|
Exhibit No.
|
|
Description
|
|
2.1
|
|
Share Purchase Agreement, dated November 5, 2010, between the Company and the Purchaser
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
SMSA Crane Acquisition Corp.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Carolyn C. Shelton
|
|
|
|
|
Carolyn C. Shelton
|
|
|
|
|
Chairman and President
|
|
|
|
|
|
|