UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM 10-Q
(Mark One) [X] QUARTERLY REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2017
[ ] TRANSITION REPORT UNDER2020
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file numberFile Number: 0-28963
STRATEGIC ACQUISITIONS, INC.
(Exact
(Exact name of small business issuerRegistrant as specified in its charter)
Nevada 13-3506506
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
100 Wall St, 7th Fl
| Nevada | 13-3506506 | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification Number) |
30 Broad Street, 14th Floor, New York, NY 10005
(Address10004
(Address of Principal Executive Office)
principal executive offices, including zip code)
(212) 878-6550
(Issuer's Telephone Number)
--------------------------------------------------------------------------------
878-6532
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | None |
| Securities registered pursuant to Section 12(g) of the Act: | Common Stock |
| (Title of class) |
Indicate by check mark whether the issuerregistrant: (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. LargeSee the definitions of “large accelerated filer, [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller” “accelerated filer” and “smaller reporting company [X]
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of September 30, 2017, a total of 1,765,000October 26, 2020, the registrant had 2,515,000 shares of Common Stock,
par value $.001 per share, were issued andcommon stock outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
STRATEGIC ACQUISITIONS, INC.
TABLE OF CONTENTS
| 1 |
PART I – FINANCIAL INFORMATION
BALANCE SHEETS
Sept 30, Dec 31,
2017 2016
----------- -----------
(Unaudited)
ASSETS
Current Assets:
Cash and Equivalents $ 1,914 $ 1,275
-------- --------
TOTAL CURRENT ASSETS $ 1,914 $ 1,275
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ - $ -
-------- --------
TOTAL CURRENT LIABILITIES $ - $ -
======== ========
Stockholders' Equity
Common Stock, $0.001 par value; 50,000,000
Shares authorized; 1,765,000 shares
and 1,740,000 shares, respectively,
issued and outstanding $ 1,765 $ 1,740
Additional Paid-In Capital 236,638 226,663
Accumulated Deficit (236,489) (227,128)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 1,914 1,275
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,914 $ 1,275
======== ========
(UNAUDITED)
September 30, 2020 | December 31, 2019 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 28,660 | $ | 64,615 | ||||
| Prepaid expense | 500 | 1,750 | ||||||
| Total current assets | 29,160 | 66,365 | ||||||
| Total assets | $ | 29,160 | $ | 66,365 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 932 | $ | - | ||||
| Total current liabilities | 932 | - | ||||||
| Total liabilities | 932 | - | ||||||
| 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 | (510,175 | ) | (472,038 | ) | ||||
| Total stockholders’ equity | 28,228 | 66,365 | ||||||
| Total liabilities and stockholders’ equity | $ | 29,160 | $ | 66,365 | ||||
The accompanying notes are an integral part of these financial statements.
1
| 2 |
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending Nine Months Ending
September 30, September 30,
2017 2016 2017 2016
---- ---- ---- ----
Revenues: $ - $ - $ - $ -
--------- --------- --------- ---------
Expenses:
General & Administrative ..... $ 2,112 $ 2,120 $ 9,361 $ 9,499
--------- --------- --------- ---------
Total Expenses ........... 2,112 2,120 9,361 9,499
--------- --------- --------- ---------
Other Income:
Interest Income .............. - - - -
--------- --------- --------- ---------
Total Other Income ....... - - - -
NET INCOME (LOSS) $ (2,112) $ (2,120) $ (9,361) $ (9,499)
========= ========= ========= =========
Net Income (Loss) Per Common Share
- basic and fully diluted .... $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========= ========= =========
Weighted Average Number of
Shares Outstanding..... 1,765,000 1,740,000 1,751,259 1,734,526
========= ========= ========= =========
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Expenses | ||||||||||||||||
| General & Administrative | 4,254 | 3,872 | 17,397 | 13,366 | ||||||||||||
| General & Administrative – related party | 3,500 | 12,700 | 20,750 | 59,350 | ||||||||||||
| Total Expenses | 7,754 | 16,572 | 38,147 | 72,716 | ||||||||||||
| Other Income | ||||||||||||||||
| Interest Income | 1 | 13 | 10 | 59 | ||||||||||||
| Total Other Income | 1 | 13 | 10 | 59 | ||||||||||||
| Net (loss) before provision for taxes | $ | (7,753 | ) | $ | (16,559 | ) | $ | (38,137 | ) | $ | (72,657 | ) | ||||
| Income tax provision | - | - | - | - | ||||||||||||
| Net (loss) | $ | (7,753 | ) | $ | (16,559 | ) | $ | (38,137 | ) | $ | (72,657 | ) | ||||
| Net (Loss) Per Common Share – Basic & Fully Diluted | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.03 | ) | ||||
| Weighted average number of shares of common stock outstanding – Basic & Fully Diluted | 2,515,000 | 2,515,000 | 2,515,000 | 2,515,000 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
2
| 3 |
STATEMENTS OF CASH FLOWS
STOCKHOLDERS’ EQUITY
(UNAUDITED)
Nine Months Ending
September 30,
2017 2016
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (9,361) $ (9,499)
Adjustments to Reconcile Net Loss to
Net Cash Used by Operating Activities:
Increase (decrease) in accounts payable - -
---------- ----------
Net cash flows from Operating Activities (9,361) (9,499)
CASH FLOWS FROM INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of costs 10,000 10,000
---------- ----------
Net cash flows from financing activities 10,000 10,000
---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 639 501
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 1,275 2,890
---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,914 $ 3,391
========== ==========
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in- | Accumulated | Stockholders’ | |||||||||||||||||
| Outstanding | Amount | Capital | (Loss) | 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 | ||||||||||
| Net loss | — | — | — | (12,691 | ) | (12,691 | ) | |||||||||||||
| Balance at June 30, 2020 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (502,422 | ) | $ | 35,981 | ||||||||||
| Net loss | — | — | — | (7,753 | ) | (7,753 | ) | |||||||||||||
| Balance at September 30, 2020 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (510,175 | ) | $ | 28,228 | ||||||||||
| 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 | ||||||||||
| Net loss | — | — | — | (24,903 | ) | (24,903 | ) | |||||||||||||
| Balance at June 30, 2019 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (440,672 | ) | $ | 97,731 | ||||||||||
| Net loss | — | — | — | (16,559 | ) | (16,559 | ) | |||||||||||||
| Balance at September 30, 2019 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (457,231 | ) | $ | 81,172 | ||||||||||
The accompanying notes are an integral part of these financial statements.
3
| 4 |
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net (loss) | $ | (38,137 | ) | $ | (72,657 | ) | ||
| Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | ||||||||
| (Increase) Decrease in prepaid expense | 1,250 | - | ||||||
| (Increase) Decrease in prepaid rent – related party | - | 1,750 | ||||||
| (Increase) Decrease in security deposit – related party | - | 3,500 | ||||||
| Increase (Decrease) in accounts payable | 932 | - | ||||||
| Net cash provided by (used in) operating activities | (35,955 | ) | (67,407 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | (35,955 | ) | (67,407 | ) | ||||
| Cash and cash equivalents at beginning of the period | 64,615 | 148,579 | ||||||
| Cash and cash equivalents at end of the period | $ | 28,660 | $ | 81,172 | ||||
The accompanying notes are an integral part of these financial statements.
| 5 |
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER
(UNAUDITED)
Note 1. Basis of Presentation
The accompanying unaudited financial information as of and for the three and nine months ended September 30, 2017
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The interim financial statements included herein, presented2020 and 2019 has been prepared in conformityaccordance with United States generally accepted accounting principles and stated(GAAP) in US
dollars, have been prepared by the Company, without audit,U.S. for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. 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 and nine months ended September 30, 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 generally accepted accounting principlesGAAP have been
condensed or omitted pursuant to suchthe rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
interimSEC. These unaudited financial statements and related notes should be read in conjunction with theour audited financial statements of the Company for the year ended December 31, 2016 and notes
thereto2019 included in the Company's Annual Report on Form 10-K annual report. 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.
Note 2. Stockholders’ Equity
The Company followsis authorized to issue 50,000,000 shares of its $0.001 par value Common Stock.
There were no issuances of common stock for the same accounting policiesperiod ended September 30, 2020.
Note 3. 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. Effective May 15, 2019, the rental agreement terminated. The total related party rent expense was $0 for the third quarter of 2019 and $15,750 for the nine month period ended September 30, 2019. Related party rent expense in 2020 was $0.
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-month period ended September 30, 2020 to related parties was: $3,000 to Jonathan Braun, a director of the Company, and $500 to Marika Tonay, an officer and director of the Company. For the nine-month period ended September 30, 2020, compensation for services to Jonathan Braun was $16,000, to Westminster Securities Corp. was $750 and to Marika Tonay was $4,000.
For the comparable prior year periods, compensation to Jonathan Braun was $11,200 for the three-month and $37,300 for the nine-month periods ended September 30, 2019, compensation to Marika Tonay was $1,500 for the three-month and $4,500 for the nine-month periods, and compensation to Westminster was $0 for the three-month and $1,800 for the nine-month periods.
| 6 |
Note 4. 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 preparationnormal course of interim reports.
Results of operations for interim periods are not indicative of annual
results.
NOTE 2 - GOING CONCERNbusiness. The Company has incurred net losses of $236,489approximately $510,000 for the period from January 27, 1989 (Inception) through September 30, 20172020 and has commenced limited operations,
raisingoperations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. TheManagement’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 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.
4
NOTE 3 - SUBSEQUENT EVENTS
On October 4, 2017,
Note 5. Subsequent Events
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2020 to the date these financial statements were issued 125,000 restricted shares of its $0.001
par value Common Stockand has determined that it does not have any material subsequent events to an existing shareholder of the Company, NextCoal
International, Inc. ("NextCoal"), for cashdisclose in the amount of $50,000, paid for
with personal funds in a private placement transaction.
On October 13, 2017, the Company issued an additional 625,000 restricted shares
of its $0.001 par value Common Stock to NextCoal, for cash in the amount of
$250,000, paid for with personal funds in a private placement transaction.
On October 19, 2017, John P. O'Shea, the President of the Company, sold
750,000 restricted shares of Common Stock to NextCoal in a private transaction.
As a result of these transactions, there has been a change in control of the
Company, as reported on Form 8-K filed October 19, 2017. Mr. O'Shea is the
owner of 629,800 shares of the Company, or approximately 25.0% of outstanding
shares, and NextCoal is the owner of 1,625,000 shares of the Company or
approximately 64.6% of outstanding shares. Additionally, Jonathan Braun,
President of NextCoal, has been appointed a Director of the Company.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
financial statements.
| 7 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion should be read in conjunction with the accompanying financial statements for the three- and nine-month periodperiods ended September 30, 20172020 and the Form 10-K for the fiscal year ended December 31, 2016.
The Company has limited capital resources2019.
Liquidity and stockholder's equity. Capital Resources
At September 30, 2017,2020, the Company had current assets in the form of cash of $28,660 and cash
equivalentsprepaid expense of $1,914$500, and liabilities of $0.
$932. 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.
Results of 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. The Company can
provide no assurance that it will continue to satisfy its cash requirements for
at least the next twelve months if a suitable acquisition/merger is completed.
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 quarters ended September 30, 20172020 and 2016,2019, the Company showed net losses of $2,112$7,753 and $2,120, respectively. The slight decrease in net loss was
due to a decrease in bank fees.
For the nine months ended September 30, 2017 and 2016, the Company showed
net losses of $9,361 and $9,499,$16,559 respectively. The decrease in net loss was due primarily due to adecreased rent and consulting expenses.
For the nine-month periods ended September 30, 2020 and 2019, the Company showed net losses of $38,137 and $72,657, respectively. The decrease in transfer agent fees.
ITEM 4. CONTROLS AND PROCEDURES
net loss was due primarily to decreased rent and consulting expenses.
| ITEM 4. | CONTROLS AND PROCEDURES |
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.
6
***
PART II.II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURE
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
31.1 Certification
| ITEM 1. | LEGAL PROCEEDINGS |
None.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 5. | OTHER INFORMATION |
None.
| 9 |
| ITEM 6. | EXHIBITS |
The following exhibits are filed with this Report or incorporated by the Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-0xley Act of 2002
32.1 Certification by the Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the
Sarbanes-Oxley Act of 2002
7
SIGNATURES:
reference:
EXHIBIT LIST
| 10 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATED: November 9, 2017
STRATEGIC ACQUISITIONS, INC.
BY: /S/ JOHN P. O'SHEA
----------------------------------
John P. O'Shea, President
8
| STRATEGIC ACQUISITIONS, INC. | ||
| (Registrant) | ||
| Date: November 13, 2020 | By: | /s/ JOHN P. O’SHEA |
| John P. O’Shea | ||
President and Principal Financial Officer | ||
***
| 11 |