STQN 10-Q
Strategic Acquisitions Inc /Nv/ (STQN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended
or
For the transition period from ____________ to ____________
Commission
file number
STRATEGIC ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCID |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were shares of the registrant’s common stock outstanding as of August 14, 2026
STRATEGIC ACQUISITIONS, INC.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STRATEGIC ACQUISITIONS, INC.
CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Notes payable - related parties | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
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STRATEGIC ACQUISITIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30,
(Unaudited)
| Three Months Ended | Three Months Ended | Six Months Ended |
Six Months Ended | |||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| REVENUE | $ | - | $ | - | $ | - | $ | - | ||||||||
| Total revenues | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Total other income (expense) | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic and diluted - weighted average number of common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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STRATEGIC ACQUISITIONS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
As of June 30, 2026
(Unaudited)
For The Three And Six Months Ended June 30, 2026
Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | TOTAL | ||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares issued for cash | ||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance March 31, 2026 (Unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares issued for services | ||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance June 30, 2026 (Unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
For The Three And Six Months Ended June 30, 2025
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | TOTAL | ||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance March 31, 2025 (Unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance June 30, 2025 (Unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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STRATEGIC ACQUISITIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
(Unaudited)
| For the Six Months Ended | For the Six Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share issuance for services | ||||||||
| Changes in assets and liabilities: | ||||||||
| (Increase) decrease in | ||||||||
| prepaid expenses | ( | ) | ||||||
| Increase (decrease) in | ||||||||
| accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| INVESTING ACTIVITIES: | ||||||||
| Net cash used in investing activities | ||||||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party notes payable | ||||||||
Proceeds from related party advances | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| NET INCREASE (DECREASE) IN CASH | $ | $ | ( | ) | ||||
| CASH AT BEGINNING OF PERIOD | $ | $ | ||||||
| CASH AT END OF PERIOD | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 6 |
STRATEGIC ACQUISITIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Organization and Nature of Operations
Organization
Strategic Acquisitions, Inc. (“STQN”) was organized January 27, 1989 under the laws of the State of Nevada. On November 29, 2022, STQN incorporated a subsidiary, STQN Sub, Inc. (“STQN Sub”). Since inception to December 22, 2022, STQN did not engage in any significant business activities other than organizational efforts, the sale of stock, and the evaluation of potential acquisition targets with active business operations. STQN Sub is a dormant entity with no reportable balances.
Effective
December 22, 2022, STQN completed a reverse acquisition of Exworth Union Inc (“Union”) (the “Transaction”) through
a share exchange with the two stockholders of Union. To complete the Transaction, STQN issued a total of shares of STQN common
stock (representing
The transaction was accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, STQN was treated as the “acquired” company for financial reporting purposes and Union was determined to be the accounting acquirer based on the terms of the Transaction and other factors including: (i) Union’s stockholders having a majority of the voting power of the combined company and (ii) the operations of Union comprising all of the ongoing operations of the combined entity. Operations prior to the Transaction are those of Union.
Subsequent to the Transaction, the Company conducts its operations through Union, a Delaware corporation, which was formed on March 16, 2022. Union provides loans that are collateralized by digital assets such as Bitcoin. In the near future the Company plans to accept other types of assets as collateral, such as ecommerce accounts receivable, recurring payments of software services (SAAS) subscriptions, IP and copyrights.
STQN and Union are collectively referred to as the “Company”.
Nature of Operations
Loans made by the Company are collateralized with digital assets of such kind and in such amounts as the Company determines from time to time to be acceptable. As of June 30, 2026, there are no loans receivable outstanding and no digital assets collateral. The Company’s target markets are individuals and commercial enterprises that hold digital assets and are seeking liquidity without selling their digital assets, with limited or no options to obtain a credit line or business loans from conventional financial institutions. The Company provides term loans, up to two years, to these individuals and commercial enterprises.
The Company originates U.S. dollar denominated loans and offers loans to both individual and business borrowers who own digital assets and desire to borrow against such digital assets rather than selling them. Borrowers that receive loans from the Company are required to transfer a specified value of digital assets to the Company to be held as collateral and security for the repayment of the loans. Upon maturity and repayment of a borrower’s loan, the digital asset collateral is returned to the borrower.
Also, under the loan agreements with borrowers, the Company has the right to repledge collateral to secure transactions, including loans that the Company maintains with third parties for capital management purposes and market neutral trading strategies to generate investment returns.
The Company also provides loan administration services to borrowers and lenders. The Company is responsible for processing loan payments, forwarding information to counterparties, responding to inquiries, keeping loan profile records, preparing loan statements, and managing bank accounts and collateral accounts.
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Note 2 - Summary of Significant Accounting Policies
Basis of presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted by the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and the Financial Accounting Standards Board (“FASB”) under the rules and regulations to the United States Securities and Exchange Commission SEC and are expressed in U.S. dollars.
Principles of consolidation
As
of June 30, 2026, the accounts include those of Strategic Acquisitions, Inc and its
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Concentration and credit risk
The
Company maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality,
from time to time, amounts may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash
equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking
relationships. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts up to $
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, loans receivable, digital assets held as collateral. The Company’s loan portfolio may be concentrated among a limited number of borrowers and is secured by digital asset collateral. The collateral is only Bitcoin which can be subject to market volatility. The Company additionally monitors the creditworthiness of borrowers and the value of collateral on an ongoing basis to mitigate credit risk. As of June 30, 2026 and December 31, 2025, the Company held no loan receivable balances or collateral.
The Company utilizes third-party service providers for the custody of digital assets. Accordingly, the Company is exposed to risks associated with these custodians, including the risk of loss, theft, or misappropriation of digital assets, as well as potential service disruptions. The Company monitors the performance and reliability of its custodians on an ongoing basis.
The Company did not generate any revenue, had no customers and had no loans outstanding during the year ended December 31, 2025 and for the six months ended June 30, 2026.
Prepaid Expenses
Prepaid Expenses are primarily governed by ASC 340-10-25 (Other Assets and Deferred Costs- Recognition.) In accordance with this standard, payments made by the Company in cash or other forms of consideration for goods or services not yet received are classified as prepaid expenses.
Digital Currencies - Bitcoin
The Company accounts for digital assets in accordance with the AICPA Practice Aid “Accounting for and Auditing of Digital Assets” (June 30, 2022) and SEC Staff Accounting Bulletin No. 121, which provide non-authoritative guidance under U.S. GAAP. There is currently no specific authoritative guidance on accounting for digital assets; therefore, digital assets that lack physical substance meet the definition of intangible assets and are accounted for under FASB ASC 350, Intangibles - Goodwill and Other.
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Effective June 30, 2024, the Company early adopted FASB ASU 2023-08, “Accounting for and Disclosure of Crypto Assets.” This standard requires that qualifying crypto assets, including Bitcoin, be measured at fair value under ASC 820, with changes in fair value recognized in net income each reporting period, replacing the previous impairment model.
The
Company held
Borrower Collateral and Digital Asset Custody
The Company requires borrowers to provide collateral at origination and to maintain specified collateral levels throughout the term of the loan. Pursuant to the loan agreements, borrowers transfer digital asset collateral, primarily consisting of Bitcoin, to third-party custody wallet addresses controlled by the Company.
The Company evaluates these transfers under ASC 860 and has determined that such transfers do not qualify as sales, as borrowers retain the right to reclaim the collateral upon full repayment of the loan, including any accrued interest and fees. Accordingly, these arrangements are accounted for as secured borrowings.
Digital assets held as collateral and under rehypothecation arrangements are accounted for in accordance with ASU 2023-08 and are measured at fair value, with changes in fair value recognized in earnings in the period in which such changes occur. The related receivables and liabilities are also measured at fair value.
When the Company receives collateral in connection with secured transactions and has the right to sell or repledge that collateral, the Company recognizes the collateral as an asset and records a corresponding liability reflecting the obligation to return the collateral to the counterparty.
The Company may rehypothecate digital asset collateral to third-party lenders. In such instances, the Company recognizes (i) a receivable representing its right to receive the collateral from the third-party lender and (ii) a corresponding liability representing its obligation to return the collateral to the borrower. These amounts are presented on a gross basis in the consolidated balance sheets.
The accounting for these arrangements requires significant judgment, including the evaluation of control over transferred assets, the determination of fair value, and the assessment of risks associated with third-party custodians and counterparties.
Collateralized Loans Receivable
Loans receivables represent written promissory obligations under which the Company has the contractual right to receive principal and, when applicable, interest from borrowers. Loans are recognized when the Company becomes a party to the contractual arrangement and are initially recorded at the principal amount advanced, adjusted for any unamortized premium, discount, and deferred origination fees and costs, as applicable.
Interest income is recognized over the contractual term of the loan using the effective interest method in accordance with ASC 835-30.
If a loan does not bear interest at a market rate, the Company imputes interest based on an appropriate market rate at inception, unless the arrangement qualifies for a scope exception under applicable guidance.
Loans receivables are generally secured by collateral, including digital assets. The Company monitors collateral levels on an ongoing basis and may require additional collateral or liquidate collateral in the event of borrower default or significant market volatility.
Allowance for Credit Losses (Loans)
The Company accounts for expected credit losses on loans receivable in accordance with ASC 326. An allowance for credit losses is established upon initial recognition of a loan and is updated at each reporting date to reflect management’s estimate of expected credit losses over the contractual life of the loan.
The estimate of expected credit losses incorporates historical credit loss experience, current borrower specific information, collateral value (including digital asset collateral, where applicable), payment history, and reasonable and supportable forecasts of future economic conditions.
Loans are evaluated individually when they do not share similar risk characteristics and collectively when similar risk characteristics exist.
When collectability of principal or interest is not probable, the loan is placed on nonaccrual status and interest income recognition is suspended. Interest income recognition resumes when collectability becomes reasonably assured.
Loans are written off when management determines that recovery of principal is not expected. Any subsequent recoveries are recorded as a reduction of credit loss expense in the period received.
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Business segments
The
Company uses the “management approach” to identify its reportable segments. The management approach designates the internal
organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s
reportable segments. Using the management approach, the Company determined that it has
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.) GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
● Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
● Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
● Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data.
The Company has no asset and liabilities that require measurement on fair value basis.
Revenue Recognition
The Company offers U.S. dollar-denominated loans collateralized by digital assets and generates revenue from (i) interest income and loan-related fees and (ii) loan administration services. Interest income is presented as revenue in the statements of operations as it represents the Company’s principal business activity.
Interest Income and Loan Fees
The Company’s lending activities give rise to financial assets (loans receivable). Revenues is recognized in accordance with ASC 606, Revenue from Contracts with Customers and ASC 310 and ASC 835-30, as interest income is earned using the effective interest method over the contractual term of the loan. The applicable borrower fee rates for loans vary based on several factors including the originating loan-to-value ratio, loan duration and jurisdiction and are earned rateably over the life of the loan. Liquidation handling fees, late fees, stabilization fees, or conversion fees may apply in the case of a collateral sale and are recognized at the time the liquidation, late payment, stabilization, or conversion occurs.
Administrative Fees
The Company also provides loan administration services, acting as an intermediary between lenders and borrowers. These services include payment processing, collateral and account management, customer support, and preparation of periodic loan reports. The Company has determined that these activities are highly interrelated and represent a single combined performance obligation.
Revenue from loan administration services is recognized in accordance with ASC 606 as follows:
● Step 1: Contracts are established through loan contracts and administration agreements with customers.
● Step 2: A single combined performance obligation is identified for integrated servicing and reporting activities.
● Step 3: The transaction price consists of fees charged in accordance with contractual terms.
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● Step 4: As a single performance obligation exists, allocation is not required.
● Step 5: Revenue is recognized, immediately or over time as services are performed depending on the nature of charges.
Loans are secured by digital assets pledged by borrowers. In the event of default, collateral may be liquidated to recover amounts owed, and related fees are recognized as described above.
Commitments and contingencies
The Company accounts for commitments and contingencies in accordance with ASC 450. Loss contingencies are accrued when it is probable that a liability has been incurred, and the amount of loss can be reasonably estimated. If a loss is reasonably possible but not probable, or if probable but not reasonably estimable, the Company discloses the nature of the contingency and, when practicable, an estimate of the possible loss or range of loss. No accrual or disclosure is made for contingencies considered remote unless otherwise required by U.S. GAAP.
From time to time, the Company may be subject to legal proceedings, claims, and settlement arrangements arising in the ordinary course of business. When a settlement agreement is executed, or a loss becomes both probable and reasonably estimable, the Company records a liability for its best estimate of the obligation in the period such determination is made.
Commitments represent contractual obligations that may require future cash outflows and include, among others, obligations under loan agreements, contractual commitments with third parties, arrangements related to joint ventures, and transactions with related parties. Borrowings are recognized and measured in accordance with ASC 470. Investments in and obligations related to joint ventures are evaluated under ASC 323, as applicable. Transactions and balances with related parties are disclosed in accordance with ASC 850. Guarantees and similar arrangements are evaluated under ASC 460.
The Company evaluates contingencies and related obligations through the date the financial statements are issued or available to be issued in accordance with ASC 855, Subsequent Events through the date the financial statements are issued. Events occurring after the balance sheet date that provide additional evidence about conditions existing at the balance sheet date, such as the resolution of litigation, are recognized in the financial statements under ASC 450 Contingencies, while events arising solely after the balance sheet date are disclosed if material.
Related Party Disclosures
Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources of obligations between related parties. The Company, in accordance with the standard ASC 850, presents disclosures about related party transactions and outstanding balances with related parties, see Note 9.
Notes Payable
Notes payable represent written debt instruments evidencing amounts owed to lenders. Note payables are recognized when the Company becomes obligated under a contractual borrowing arrangement and are recorded in accordance with ASC 470 at the principal amount received, net of any amortized discount, premium, or debt issuance costs, as applicable.
Interest expense is recognized over the contractual term of the borrowing using the effective interest method in accordance with ASC 835-30. If a note does not bear interest as a stated market rate, the Company evaluates whether interest should be imputed at an appropriate market rate at inception.
Note payables are classified as current or non current based on contractual maturity as of the balance sheet date. The Company evaluates modifications, extensions, or extinguishment of debt in accordance with ASC 470 and recognizes any resulting gain or loss in the period of settlement. Compliance with debt covenants is assessed at each reporting date, and the amounts are reclassified as current if a covenant violation results in the obligation becoming callable and no waiver has been obtained.
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The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options and the conversion of instruments convertible to common stock. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive.
As
of June 30, 2026 and year-end December 31, 2025, there were outstanding warrants that could convert into
Income taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for net operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which such amounts are realized or settled. The effect of a change in tax rates is recognized in income in the period of enactment.
The Company evaluates the realizability of deferred tax assets and records a valuation allowance, as necessary, to reduce such assets to the amount that is more likely than not to be realized.
The Company accounts for uncertainty in income taxes in accordance with ASC 740, Income Taxes. Under this guidance, a tax benefit is recognized only if it is more likely than not that the position will be sustained upon examination by taxing authorities. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of June 30, 2026 and year end December 31, 2025, the Company had no accrued interest or penalties and has not identified any material uncertain tax positions.
The Company is subject to U.S. federal income taxation and taxation in the state of South Carolina. The Company has filed its income tax returns through the year ended December 31, 2024, and the 2025 return is on extension. Tax years generally remain subject to examination for three years from the date of filing. The Company is not currently subject to any income tax examinations.
Cash flows reporting
The Company prepares its statements of cashflows in accordance with ASC-230, Statements of Cash Flows, using the indirect method. Cash Equivalents include investments, with original maturities of three months or less. Non-cash investing and financing activities are disclosed separately in the supplemental section of the cash flow statement. Cash receipts from interest income are classified as operating cash inflows. Cash purchases of property and equipment are classified as investing activities, while proceeds from debt or equity financing are included in financing activities. Some transactions were part cash and part noncash and disclosed accordingly.
The Company accounts for equity transactions in accordance with ASC 505, Equity. Common stock is recorded at par value in the common stock account, with the excess recorded in additional paid-in-capital. Equity issuance costs are charged directly to additional paid-in-capital. Shares issued for services received or non-cash consideration are measured at the fair market value of the equity instruments issued on the grant date or the fair value of the service received, whichever is more reliably measurable. The Company is authorized to issue shares of common stock at $ per share. As of June 30, 2026, shares of common stock are issued and outstanding.
Warrants
The Company accounts for warrants issued in connection with equity or financing transactions in accordance with applicable U.S. GAAP, including ASC 480 and ASC 815. Warrants are evaluated at issuance to determine whether they should be classified as equity instruments or as liabilities based on the terms of the underlying agreements.
Warrants that meet the criteria for equity classification are recorded as a component of additional paid-in capital at the date of issuance and are not subsequently remeasured. Warrants that do not meet equity classification criteria are recorded as liabilities at fair value upon issuance and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings in accordance with ASC 820.
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The Company uses appropriate valuation techniques, including option pricing models, to estimate the fair value of warrants when required. These models require the use of significant assumptions, including expected volatility, expected term, risk-free interest rate, and dividend yield.
As of June 30, 2026 and year-end December 31,
2025, there were outstanding warrants that could convert into
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40) - Companies must break out major expense categories (e.g., labour, depreciation) in the notes to financial statements aimed at improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed). This is applicable to the Company but it’s not yet effective and the Company has not elected early adoption and currently evaluating the impact.
In December 2023, Income Tax Disclosure Improvements (ASU 2023-09) - Requires clearer details on income taxes paid (by federal, state, and foreign) and better breakdowns of rate reconciliations. Helps investors better understand a company’s tax situation. This standard applies to the Company but is not currently applicable to current period financials, as we have incurred losses and have no tax expense.
Subsequent Events
The Company follows the guidance in section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Note 3 - Going Concern Considerations
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities in the normal course of business. As of June 30, 2026, the Company had cash of $
Management plans to seek debt and/or equity financing to operate until the Company has established sufficient ongoing revenues to cover its costs and obtains additional capital through public or private financing arrangements. Management is pursuing capital raising efforts and implementing its business plan. However, there is no assurance that management will be successful in accomplishing its plan.
These financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 - Commitment and Contingencies
Legal contingencies
From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of business. Management is not aware of any pending, threatened or asserted claims as of June 30, 2026.
Other Commitments
The Company may enter into financing arrangements in the normal course of its lending activities, including borrowings obtained to fund loans collateralized by digital assets. As of June 30, 2026 and December 31, 2025, the Company does not have any commitment related to collateralized loans.
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Note 5 - Accounts Payable and Accrued Expenses
The Company accrued amounts owed to vendors, which were comprised of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Vendor payables | ||||||||
| Professional fees | $ | $ | ||||||
| Total accounts payable and accrued liabilities | $ | $ | ||||||
The Company’s trade payables are generally short term, due on demand or with an obligation to pay within less than 365 days. The Company has no balances outstanding for more than 90 days.
On October 31, 2024, the Company’s Board of Directors approved and adopted an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective November 1, 2024. Among other provisions, the Amended and Restated Bylaws authorize the issuance of uncertificated shares for some or all classes or series of the Company’s capital stock.
Note 6 - Stockholders’ Equity
The Company is authorized to issue shares of common stock, with a par value of $ per share. As of June 30, 2026 and December 31, 2025 there were shares and shares, respectively, of common stock issued and outstanding.
On
October 7, 2025, Exworth Management, Inc. forgave the outstanding loan balance of $
On
December 31, 2025, John P. O’Shea and Yuanyuan Huang forgave outstanding consulting fees of $
On
February 4, 2026, the Company issued shares of its common stock to John P. O’Shea, President for cash consideration
of $
On
February 17, 2026, the Company issued shares of its common stock to Jennifer L. O’Shea, Secretary for cash consideration
of $
On
June 12, 2026, the Company issued an aggregate of
shares of its common stock (
shares to each of two consultants) for services rendered, at
a valuation of $ per share, for a total fair value of $
Note 7 - Warrants
On
August 31, 2022, the Company issued an aggregate of
As
of June 30, 2026, and December 31, 2025, an aggregate of
No warrants were exercised, modified, or cancelled during the three and six months ended June 30, 2026, and the year ended December 31, 2025. Accordingly, the Company did not recognize any stock-based compensation expense related to these warrants.
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||
| Granted | — | |||||||||||
| Exercised | — | |||||||||||
| Expired or forfeited | — | |||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Granted | — | |||||||||||
| Exercised | — | |||||||||||
| Expired or forfeited | — | |||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||
| Exercisable at June 30, 2026 | $ | |||||||||||
As of June 30, 2026, the weighted average remaining contractual life of the warrants was approximately years.
| 14 |
Note 8 - Income Taxes
The components of income tax balances for the six months ended June 30, 2026 and the year ended December 31, 2025 are as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| Net losses before taxes | ||||||||
| Adjustments to arrive at taxable income/loss | ||||||||
| Permanent differences: | ||||||||
| Temporary differences: | ||||||||
| Taxable loss / (income) | ||||||||
| Current period taxable income (loss) | $ | $ | ||||||
| NOL carried forward from prior period | ||||||||
| NOL carried forward at period end | $ | $ | ||||||
| Deferred Tax Asset - Federal
Rate ( | ||||||||
| Deferred
Tax Asset - State Rate ( | ||||||||
| Total Deferred Tax Asset | $ | $ | ||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Deferred tax per books | ||||||||
Due to the changes in the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carry forwards for Federal Income tax reporting purposes are subject to additional limitations. Should certain changes in ownership occur, our net operating loss carry forwards may be limited to use in future years. In addition, tax rates on corporations were reduced and certain other deductions limited. These changes may affect the income tax benefit calculation and related allowance during subsequent fiscal years. The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the six months ended June 30, 2026 and fiscal year ended December 31, 2025. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.
Note 9 - Related Party Transactions
See Note 6 – Stockholders’ Equity for share issuances to related parties and debt forgiven by related parties deemed as capital contributions.
Notes Payable – Related Party
On
April 4, 2026, the Company entered into a Non-Recourse Loan Agreement with John P. O’Shea, President of the Company. Mr. O’Shea
lent the Company $
On
June 18, 2026, the Company entered into a second Non-Recourse Loan Agreement with John P. O’Shea, President of the Company. Mr.
O’Shea lent the Company an additional $
As
of June 30, 2026 and December 31, 2025, the aggregate outstanding balance of related party notes payable was $
Note 10 - Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has evaluated all events and transactions that occurred after June 30, 2026 through the date the condensed consolidated financial statements were filed. No material subsequent events were identified that require recognition or disclosure.
| 15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are statements in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements include statements regarding the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U. S. Securities and Exchange Commission (the “SEC”) on April 6, 2026, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in our forward-looking statements. These risks and factors include, by way of example and without limitation:
● absence of contracts with customers or suppliers;
● our ability to maintain and develop relationships with customers and suppliers;
● the retention and availability of key personnel;
● general economic and business conditions;
● substantial doubt about our ability to continue as a going concern;
● our ability to successfully implement our business plan;
● our need to raise additional funds in the future;
● our ability to successfully recruit and retain qualified personnel in order to continue our operations;
● our ability to successfully acquire, develop or commercialize new products;
● the commercial success of our products;
● the impact of any industry regulation;
We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report, except as required by law.
As used in this Quarterly Report and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our,” refer to Strategic Acquisitions, Inc. and its wholly-owned subsidiary Exworth Union, a Delaware corporation.
Business Overview
Strategic Acquisitions, Inc. (the “Company,” “we,” “us” and words of similar import) was incorporated under the laws of the State of Nevada on January 27, 1989. The Company is a private lending company that provides digital asset backed loan service to businesses. On December 22, 2022, we entered into and consummated an Agreement and Plan of Merger (“Merger Agreement”) with Exworth Union Inc. (“Exworth Union”) and the owners of all of its outstanding shares of capital stock — Exworth Management LLC (“Exworth Management”) and World Class Global Technology PTE LTD. (“World Class,” collectively with Exworth Management, the “Stockholders”) whereby we acquired Exworth Union (the “Merger”). Exworth Union is engaged in providing loans collateralized by digital assets. Prior to the Merger, we were a “shell” company with no commercial operations and had generated no revenues other than nominal interest income. Since the merger, we generated revenues from interest income and fees from loan receivable issuance. During 2023, we initiated loan administrations services and ceased providing services. During July 2024, all loan receivable issued were settled by borrowers and we have temporarily ceased lending operations from this date as of the date of this SEC filing.
| 16 |
Immediately prior to the Merger, Exworth Management owned 91% of the outstanding shares of Exworth Union and 74% of the shares of our common stock outstanding. Consequently, the transaction effected through the Merger Agreement was accounted for as a reverse recapitalization. Exworth Union was determined to be the accounting acquirer and we, Strategic, were treated as the acquired company for financial reporting purposes.
As a result of the acquisition of Exworth Union we are in the business of providing loans collateralized by digital assets. Our loan business is currently limited due to the early stage of the digital asset industry, changing economic conditions and the need to develop a proprietary software technology platform, to facilitate the origination and servicing of digital asset backed loans, and as of June 30, 2026, we have not begun development of software due to lack of funding. Our target customers are small businesses and individuals that hold intangible assets including digital currencies seeking loans secured by such assets. We intend to provide term loans to these enterprises and individuals which are collateralized with intangible assets, such as Bitcoin. We intend to generate revenue from interest income and transaction-based services fees. We intend to design a Platform to originate and service loans backed by various assets. Nevertheless, to date, Bitcoin is the only asset we have accepted as collateral for a loan and we intend to focus on the market for loans secured by digital currencies for the immediate future.
Our primary target customers are small businesses and individuals in Asia and Europe. The lending industry in these markets is rapidly changing and highly innovative. We expect competition within our industry will continue to be intense as existing and new competitors introduce new products or enhance existing products. Our principal competitors are other digital asset-backed lending companies, decentralized finance companies, credit services organizations, online lenders, credit card companies, and other financial institutions that offer similar financial products and services, including loans on an unsecured as well as a secured basis.
Foreign business models rely on being unregulated or only regulated in a small number of lower compliance jurisdictions, while also offering their products in highly regulated jurisdictions, including the United States, without necessarily complying with the relevant regulatory requirements in such jurisdictions.
Based on this market environment, we have not been able to offer some popular products and services that our unregulated or less regulated competitors offer, which adversely impact our business, financial condition, and results of operations.
In assessing our business operations, we expect to expend significant managerial, operational, and compliance costs to meet the legal and regulatory requirements applicable to us in the United States and other jurisdictions, all of which will incur significant costs to comply with these requirements before we could grow our business. For these reasons, management is assessing its business model. Based on the Company’s limited resources, management is currently evaluating areas to build its business and is focusing on identifying their future customer base.
Management is also considering the divestiture of its wholly owned subsidiary, Exworth Union. As the Company’s business focus evolves, the importance of this subsidiary is no longer strategic to the Company. At this time, management does not believe that the divestiture of its subsidiary would have any impact on the business, results of operations, cash flows and financial condition of the Company.
Results of Operations
Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025:
| For the Three Months Ended | For the Three Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Revenue, net | $ | - | $ | - | ||||
| Cost of services | - | - | ||||||
| Operating income | - | - | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 24,563 | 2,547 | ||||||
| Total operating expenses | 24,563 | 2,547 | ||||||
| Loss from operations | (24,563 | ) | (2,547 | ) | ||||
| Interest expense | - | - | ||||||
| Loss before provision for income taxes | (24,563 | ) | (2,547 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net Loss | $ | (24,563 | ) | $ | (2,547 | ) | ||
| 17 |
Revenues
There was no revenue for the three months ended June 30, 2026 and 2025.
Operating Expenses
Total operating expenses were $24,563 for the three months ended June 30, 2026, as compared to $2,547 for the three months ended June 30, 2025. The increase of approximately $22,016 was primarily attributable to higher professional fees associated with the Company’s public company reporting activities and consulting services rendered during the period.
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025:
For the Six Months Ended |
For the Six Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Revenue, net | $ | - | $ | - | ||||
| Cost of services | - | - | ||||||
| Operating income | - | - | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 63,280 | 27,591 | ||||||
| Total operating expenses | 63,280 | 27,591 | ||||||
| Loss from operations | (63,280 | ) | (27,591 | ) | ||||
| Interest expense | - | - | ||||||
| Loss before provision for income taxes | (63,280 | ) | (27,591 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net Loss | $ | (63,280 | ) | $ | (27,591 | ) | ||
Revenues
There was no revenue for the six months ended June 30, 2026 and 2025.
Operating Expenses
Total operating expenses were $63,280 for the six months ended June 30, 2026, as compared to $27,591 for the six months ended June 30, 2025. The increase of approximately $35,689 was primarily driven by higher professional fees, OTC market membership expense, consulting fees, and share-based compensation of $1,000 associated with shares issued for services during the second quarter of 2026.
Liquidity and Capital Resources
As of June 30, 2026, we had cash on hand of $32,349, as compared to cash on hand of $508 as of December 31, 2025. The increase in cash on hand of $31,841 is primarily the result of $60,000 in proceeds from non-recourse related party notes payable and $40,000 in proceeds from the sale of common stock, partially offset by $68,159 in cash used in operating activities.
The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2026, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future.
Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that equity and debt financing, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.
Going Concern
The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit as of June 30, 2026 of $544,943.
| 18 |
During the six months ended June 30, 2026, the Company received $60,000 in non-recourse related party loans and $40,000 from the sale of common stock. If the Company does not generate additional revenue or equity and other debt financing from third parties, it will not have sufficient cash to meet its obligations for the next twelve months following the date of this Quarterly Report on Form 10-Q. There currently are no other arrangements or agreements for financing, and there can be no assurances that any other debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this Quarterly Report on Form 10-Q. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Management cannot guarantee any other potential debt of equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations or cease operations completely.
Working Capital (Deficiency)
| June 30, 2026 | December 31, 2025 | |||||||
| Current assets | $ | 40,789 | $ | 5,388 | ||||
| Current liabilities | - | 2,319 | ||||||
| Working capital (deficiency) | $ | 40,789 | $ | 3,069 | ||||
Cash Flows
| Six Months Ended | Six Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Net cash used in operating activities | $ | (68,159 | ) | $ | (27,278 | ) | ||
| Net cash used in investing activities | - | - | ||||||
| Net cash provided by financing activities | 100,000 | 7,700 | ||||||
| Net increase (decrease) in cash | $ | 31,841 | $ | (19,578 | ) | |||
Operating Activities
Net cash used in operating activities was $(68,159) for the six months ended June 30, 2026, consisting of a net loss of $(63,280), adjusted for non-cash share-based compensation of $1,000, an increase in prepaid expenses of $(3,560), and a decrease in accounts payable and accrued expenses of $(2,319). Net cash used in operating activities was $(27,278) for the six months ended June 30, 2025, consisting of a net loss of $(27,591), adjusted for a decrease in prepaid expenses of $864 and a decrease in accounts payable and accrued expenses of $(551).
Investing Activities
There were no investing activities in the six months ended June 30, 2026 and 2025.
Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities was $100,000, consisting of $60,000 in proceeds from non-recourse related party notes payable and $40,000 from the sale of 40,000,000 shares of common stock. For the six months ended June 30, 2025, net cash provided by financing activities was $7,700 , consisting of advances from a related party.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Procedures
Our significant accounting policies are more fully described in Note 2 to our condensed consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on April 6, 2026.
Recently Adopted Accounting Pronouncements
Our recently adopted accounting pronouncements are more fully described in Note 2 to our unaudited consolidated financial statements included in this Quarterly Report.
| 19 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to the material weaknesses in internal control over financial reporting described below.
Material Weaknesses in Internal Control over Financial Reporting
A material weakness, as defined in the standards established by Sarbanes-Oxley is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
The Company has determined that its internal control over financial reporting was ineffective due to the following material weaknesses:
● Inadequate segregation of duties consistent with control objectives; and
● Need for an audit committee.
Management’s Plan to Remediate the Material Weakness
Management is developing a plan to institute protocols to identify causes of the control deficiencies that give rise to the material weaknesses. Until the remediation efforts are fully implemented, and an audit committee is appointed, management expects material weaknesses will continue to exist.
Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
| 20 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the opinion of management, we are not involved in any claims, legal actions or regulatory proceedings as of June 30, 2026.
ITEM 1A. RISK FACTORS
Our business faces many risks, a number of which are described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 6, 2026. There have been no material changes from the risk factors previously disclosed in such Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
On February 4, 2026, the Company issued 30,000,000 shares of common stock to John P. O’Shea, President for cash consideration of $30,000.
On February 17, 2026, the Company issued 10,000,000 shares of common stock to Jennifer L. O’Shea, Secretary for cash consideration of $10,000.
On June 12, 2026, the Company issued 100,000 shares of common stock (50,000 shares each to two consultants) for services rendered, at a valuation of $0.01 per share. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares are restricted securities.
The issuances of common stock described above were made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions not involving a public offering. The shares issued are restricted securities and bear a legend restricting transfer absent registration or an applicable exemption from registration.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| Exhibit Number | Description | |
| 31.1* | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
| 31.2* | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer | |
| 32.1* | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
| 32.2* | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL as contained in Exhibit 101) |
| 21 |
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, thereunto duly authorized.
STRATEGIC ACQUISITIONS, INC.
(Registrant)
| Date: August 14, 2026 | By: | /s/ John P. O’Shea |
| John P. O’Shea | ||
| President, Chief Executive Officer and Principal Executive Officer |
| Date: August 14, 2026 | By: | /s/ Jennifer L. O’Shea |
| Jennifer L. O’Shea | ||
| Secretary and Principal Financial Officer |
| 22 |