10-Q
Strategic Acquisitions Inc /Nv/ (STQN)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Forthe quarterly period ended March 31, 2020
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Forthe transition period from to
CommissionFile Number: 0-28963
STRATEGICACQUISITIONS, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 13-3506506 |
|---|---|
| (State<br> or other jurisdiction of | (IRS<br> Employer |
| incorporation<br> or organization) | Identification<br> Number) |
30Broad Street, 14^th^ Floor, New York, NY 10004
(Address of principal executive offices, including zip code)
(212)878-6532
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
| Securities<br> registered pursuant to Section 12(g) of the Act: | Common Stock |
|---|---|
| (Title<br> of class) |
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. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large<br> accelerated filer [ ] | Accelerated<br> filer [ ] |
|---|---|
| Non-accelerated<br>filer [ ] (Do not check if a smaller reporting company) | Smaller<br> reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
As of May 13, 2020, the registrant had 2,515,000 shares of common stock outstanding.
STRATEGICACQUISITIONS, INC.
TABLEOF CONTENTS
| Page | ||
|---|---|---|
| PART I ⸺ FINANCIAL INFORMATION | ||
| ITEM 1 — Financial Statements | 2 | |
| Balance Sheets | 2 | |
| Statements of Operations | 3 | |
| Statements of Stockholders’ Equity | 4 | |
| Statements of Cash Flows | 5 | |
| Notes to Financial Statements | 6 | |
| ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7 | |
| ITEM 4 — Controls and Procedures | 7 | |
| PART II ⸺ OTHER INFORMATION | ||
| ITEM 1 — Legal Proceedings | 8 | |
| ITEM 2 — Unregistered Sales of Equity Securities and Use of Proceeds | 8 | |
| ITEM 5 — Other Information | 8 | |
| ITEM 6 — Exhibits | 8 | |
| SIGNATURES | 9 |
| 1 |
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PARTI – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
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STRATEGICACQUISITIONS, INC.
BALANCESHEETS
(UNAUDITED)
| December 31,<br><br> <br>2019 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash | 46,547 | $ | 64,615 | ||
| Prepaid expense | 2,125 | 1,750 | |||
| Total current assets | 48,672 | 66,365 | |||
| Total assets | 48,672 | $ | 66,365 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | - | $ | - | ||
| Total current liabilities | - | - | |||
| Total liabilities | - | - | |||
| Stockholders’ equity: | |||||
| Common stock, 0.001 par value; 50,000,000 shares authorized; 2,515,000 shares issued and outstanding | 2,515 | 2,515 | |||
| Additional paid-in capital | 535,888 | 535,888 | |||
| Accumulated deficit | (489,731 | ) | (472,038 | ) | |
| Total stockholders’ equity | 48,672 | 66,365 | |||
| Total liabilities and stockholders’ equity | 48,672 | $ | 66,365 |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements.
| 2 |
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STRATEGICACQUISITIONS, INC.
STATEMENTSOF OPERATIONS
(UNAUDITED)
| Three Months Ending<br><br> <br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Revenues | $ | - | $ | - | ||
| Expenses | ||||||
| General<br> & Administrative | 9,200 | 6,420 | ||||
| General<br> & Administrative – related party | 8,500 | 24,800 | ||||
| Total<br> Expenses | 17,700 | 31,220 | ||||
| Other<br> Income | ||||||
| Interest<br> Income | 7 | 25 | ||||
| Total<br> Other Income | 7 | 25 | ||||
| Net<br> loss before provision for taxes | $ | (17,693 | ) | $ | (31,195 | ) |
| Income<br> tax provision | - | - | ||||
| Net<br> loss | $ | (17,693 | ) | $ | (31,195 | ) |
| Net<br> Loss Per Common Share – Basic & Fully Diluted | $ | (0.01 | ) | $ | (0.01 | ) |
| Weighted<br> average number of shares of common stock outstanding – Basic & Fully Diluted | 2,515,000 | 2,515,000 |
The accompanying notes are an integral part of these financial statements.
| 3 |
| --- |
STRATEGICACQUISITIONS, INC.
STATEMENTSOF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Additional | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Paid-in- | Accumulated | Stockholders’ | |||||||||
| Outstanding | Amount | Capital | Deficit | Equity | ||||||||
| Balance at December 31, 2019 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (472,038 | ) | $ | 66,365 | ||
| Net loss | — | — | — | (17,693 | ) | (17,693 | ) | |||||
| Balance at March 31, 2020 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (489,731 | ) | $ | 48,672 | ||
| Balance at December 31, 2018 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (384,574 | ) | $ | 153,829 | ||
| Net loss | — | — | — | (31,195 | ) | (31,195 | ) | |||||
| Balance at March 31, 2019 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (415,769 | ) | $ | 122,634 |
The accompanying notes are an integral part of these financial statements.
| 4 |
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STRATEGICACQUISITIONS, INC.
STATEMENTSOF CASH FLOWS
(UNAUDITED)
| Three Months Ended<br> <br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Cash Flows From Operating Activities | ||||||
| Net loss | $ | (17,693 | ) | $ | (31,195 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| (Increase) Decrease in prepaid expense | (375 | ) | - | |||
| Increase (Decrease) in accounts payable | - | 741 | ||||
| Net cash used in operating activities | (18,068 | ) | (30,454 | ) | ||
| Net decrease in cash | (18,068 | ) | (30,454 | ) | ||
| Cash at beginning of the period | 64,615 | 148,579 | ||||
| Cash at end of the period | $ | 46,547 | $ | 118,125 |
The accompanying notes are an integral part of these financial statements.
| 5 |
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STRATEGICACQUISITIONS, INC.
NOTESTO FINANCIAL STATEMENTS
(UNAUDITED)
Note1. Basis of Presentation
The accompanying unaudited financial information as of and for the three months ended March 31, 2020 and 2019 has been prepared in accordance with generally accepted accounting principles (GAAP) in the U.S. for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) as set forth in the instructions to Quarterly Report on Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2020.
The balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP in the U.S. for complete financial statements.
Note2. Stockholders’ Equity
The Company is authorized to issue 50,000,000 shares of its $0.001 par value Common Stock.
There were no issuances of common stock for the three-month period ended March 31, 2020.
Note3. Related Party Transactions
The Company previously rented office space on a month-to-month basis from Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea, at the rate of $3,500 per month. Effective May 15, 2019, the rental agreement terminated. The total related party rent expense was $10,500 for the first quarter of 2019 and $0 in 2020.
The Company issued payment to certain officers and directors or their affiliates for services in connection with maintaining the company’s financial statements and regulatory status in good standing and evaluating potential business opportunities. The total payment for services issued during the three months ended March 31, 2020 to related parties was: $7,500 to Jonathan Braun, a director of the Company, and $1,000 to Marika Tonay, an officer and director of the Company. For the prior year period the amount was: $12,500 to Jonathan Braun, and $1,800 to Westminster Securities Corp.
Note4. Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any revenue since inception, incurred accumulated losses of approximately $490,000 for the period from January 27, 1989 (Inception) through March 31, 2020 and has commenced limited operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include that the Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s business plan. The global pandemic, COVID-19, could adversely affect the Company’s ability to obtain additional financing or identify a potential merger or acquisition candidate. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note5. Subsequent Events
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2020 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
| 6 |
| --- | | ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | --- | --- |
Thefollowing discussion should be read in conjunction with the accompanying financial statements for the three-month period endedMarch 31, 2020 and the Form 10-K for the fiscal year ended December 31, 2019.
Liquidityand Capital Resources
At March 31, 2020, the Company had current assets in the form of cash of $46,547 and prepaid expense of $2,125. This compares with cash of $64,615 and prepaid expense of 1,750 as of December 31, 2019. The decrease in cash was due to expenses associated with maintaining the Company’s public status and evaluating business opportunities.
Resultsof Operations
The Company has not realized any revenues from operations in the past two years, and its plan of operation for the next twelve months shall be to continue its efforts to locate a suitable acquisition/merger candidate.
It is unlikely the Company will have any revenue, other than interest income, unless it is able to effect an acquisition of or merger with an operating company, of which there can be no assurance.
For the three months ending ended March 31, 2020 and 2019, the Company reported net losses of $17,693 and $31,195, respectively. The decrease in net loss was due primarily to decreased rent expense as well as decreased payments to consultants (including related parties) for services in connection with evaluation of merger candidates and maintaining the company’s public status.
| ITEM 4. | CONTROLS AND PROCEDURES |
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As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).
Based on this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure.
There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
***
| 7 |
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PARTII – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
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None.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
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None.
| ITEM 5. | OTHER INFORMATION |
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None.
| ITEM 6. | EXHIBITS |
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The following exhibits are filed with this Report or incorporated by reference:
EXHIBITLIST
| 8 |
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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<br> ACQUISITIONS, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date:<br> May 15, 2020 | By: | /s/ JOHN P. O’SHEA |
| John<br> P. O’Shea | ||
| President<br> and<br><br> <br>Principal<br> Financial Officer |
***
| 9 |
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EXHIBIT31.1
STRATEGICACQUISITIONS, INC.
CERTIFICATIONPURSUANT TO SECTION 302
OFTHE SARBANES-OXLEY ACT OF 2002
| I, | John<br> P. O’Shea, certify that: |
|---|---|
| 1. | I<br> have reviewed this Quarterly Report on Form 10-Q of Strategic Acquisitions, Inc. (the “registrant”); |
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report; |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all<br> material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods<br> presented in this report; |
| 4. | I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for<br> the registrant and have: |
| a) | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,<br> to ensure that material information relating to the registrant is made known to me by others within the registrant, particularly<br> during the period in which this report is being prepared. The registrant has no consolidated or unconsolidated subsidiaries; |
| --- | --- |
| b) | Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based<br> on such evaluation; and |
| d) | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and |
| 5. | I<br> have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s<br> auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a) | All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br> information; and |
| --- | --- |
| b) | Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| /s/ JOHN P. O’SHEA | May<br> 15, 2020 |
| --- | --- |
| John<br> P. O’Shea | |
| Principal<br> Executive Officer and | |
| Principal<br> Financial Officer |
EXHIBIT32.1
STRATEGICACQUISITIONS, INC.
CERTIFICATIONPURSUANT TO SECTION 906
OFTHE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Quarterly Report on Form 10-Q of Strategic Acquisitions, Inc. (the “Company”) for the period ended March 31, 2020 as filed with the Securities and Exchange Commission (the “Report”), I, John P. O’Shea, President of the Company certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | the<br> Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934,<br> as amended, and |
|---|---|
| (2) | the<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company as of the dates and for the periods indicated. |
| /s/ JOHN P. O’SHEA | May<br> 15, 2020 |
| --- | --- |
| John<br> P. O’Shea | |
| Principal<br> Executive Officer and | |
| Principal<br> Financial Officer |