SEC Comment Letter for BLACKBOXSTOCKS INC. (BLBX) (CIK 0001567900) (ALOY) — Dec 9, 2015
BLACKBOXSTOCKS INC. (BLBX) (CIK 0001567900)
Date: Dec. 9, 2015 · CIK: 0001567900 · Accession: 0000000000-15-057147
AI Filing Summary & Sentiment
File numbers found in text: 000-55108
Letter
Mail Stop 3561 December 9 , 2015 Via E -mail Gust Kepler Chief Executive Officer SMSA Ballinger Acquisition Corp. 5430 LBJ Freeway, Suite 1485 Dallas, T X 75240
Re: SMSA Ballinger Acquisition Corp. Form 8-K Filed December 7 , 2015 File No. 000-55108
Dear Mr. Kepler :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your respon se and any amendment you may file in response to these comments , we may have additional comments.
Form 8 -K filed December 7, 2015
1. You disclose on page 5 that the Share Exchange Agreement was treated as a reverse acquisition. Unless the same accountant reported on the most recent financial statements of both the registrant and the accounting acquirer, a reverse acquisition always results in a change of accountants. The accountant that no longer will be associated with the registrant ’s financial statem ents should be considered the predecessor accountant. We note that the two accountants involved are Tu rner Stone and Company LLP and Stevenson & Company. Please amend your Form 8 -K to also provide under Item 4.01 the disclosures required by Item 304 of Regulati on S -K for the change in independent accountants.
Gust Kepler SMSA Ballinger Acquisition Corp. December 9, 2015 Page 2
We urge all persons who are responsible for the accuracy and ad equacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating t o a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the a dequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments a s a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Suying Li at (202) 551 -3335 or Rufus Decker, Branch Chief, at (202) 551 - 3769 with any questions.
Sincerely,
/s/Tia L. Jenkins
Show Raw Text
Mail Stop 3561 December 9 , 2015 Via E -mail Gust Kepler Chief Executive Officer SMSA Ballinger Acquisition Corp. 5430 LBJ Freeway, Suite 1485 Dallas, T X 75240 Re: SMSA Ballinger Acquisition Corp. Form 8-K Filed December 7 , 2015 File No. 000-55108 Dear Mr. Kepler : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your respon se and any amendment you may file in response to these comments , we may have additional comments. Form 8 -K filed December 7, 2015 1. You disclose on page 5 that the Share Exchange Agreement was treated as a reverse acquisition. Unless the same accountant reported on the most recent financial statements of both the registrant and the accounting acquirer, a reverse acquisition always results in a change of accountants. The accountant that no longer will be associated with the registrant ’s financial statem ents should be considered the predecessor accountant. We note that the two accountants involved are Tu rner Stone and Company LLP and Stevenson & Company. Please amend your Form 8 -K to also provide under Item 4.01 the disclosures required by Item 304 of Regulati on S -K for the change in independent accountants. Gust Kepler SMSA Ballinger Acquisition Corp. December 9, 2015 Page 2 We urge all persons who are responsible for the accuracy and ad equacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating t o a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the a dequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments a s a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact Suying Li at (202) 551 -3335 or Rufus Decker, Branch Chief, at (202) 551 - 3769 with any questions. Sincerely, /s/Tia L. Jenkins Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining