UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31,June 30, 2019

 

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from           to

 

Commission File Number: 0-28963

 

STRATEGIC ACQUISITIONS, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada 13-3506506
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

 

30 Broad Street, 14th Floor, New York, NY 10004

(Address of principal executive offices, including zip code)

 

(212) 878-6519

(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 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 accelerated filer [  ] Accelerated filer [  ]

Non-accelerated filer [  ] (Do(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 Act). Yes [X] No [  ]

 

As of May 10,August 8, 2019, the registrant had 2,515,000 shares of common stock outstanding.

 

 

 

 
 

 

STRATEGIC ACQUISITIONS, INC.

 

TABLE OF CONTENTS

 

 Page
PART I ⸺ FINANCIAL INFORMATION 
   
 ITEM 1 — Financial Statements23
   
 Balance Sheets23
   
 Statements of Operations34
   
 Statements of Stockholders’ Equity45
   
 Statements of Cash Flows56
   
 Notes to Financial Statements67
   
 ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations78
   
 ITEM 4 — Controls and Procedures78
   
PART II ⸺ OTHER INFORMATION 
   
 ITEM 1 — Legal Proceedings89
   
 ITEM 2 — Unregistered Sales of Equity Securities and Use of Proceeds89
   
 ITEM 5 — Other Information89
   
 ITEM 6 — Exhibits910
   
SIGNATURES1011

 

12
 

 

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

 

ITEM 1. FINANCIAL STATEMENTS

STRATEGIC ACQUISITIONS, INC.

BALANCE SHEETS

(UNAUDITED)

 

  

March 31, 2019

  December 31, 2018 
ASSETS        
Current assets:        
Cash and cash equivalents $118,125  $148,579 
Prepaid rent – related party  1,750   1,750 
Rent deposit – related party  3,500   3,500 
Total current assets  123,375   153,829 
Total assets $123,375  $153,829 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $741  $- 
Total current liabilities  741   - 
Total liabilities  741   - 
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  (415,769)  (384,574)
Total stockholders’ equity  122,634   153,829 
Total liabilities and stockholders’ equity $123,375  $153,829 

  

June 30, 2019

  December 31, 2018 
ASSETS      
Current assets:        
Cash $99,670  $148,579 
Prepaid rent – related party  -   1,750 
Rent deposit – related party  -   3,500 
Total current assets  99,670   153,829 
Total assets $99,670  $153,829 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $1,939  $- 
Total current liabilities  1,939   - 
Total liabilities  1,939   - 
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  (440,672)  (384,574)
Total stockholders’ equity  97,731   153,829 
Total liabilities and stockholders’ equity $99,670  $153,829 

 

See Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

 

23
 

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

  

Three Months Ending

March 31,

 
  2019  2018 
Revenues $-  $- 
         
Expenses        
General & Administrative  6,420   6,233 
General & Administrative – related party  24,800   26,500 
Total Expenses  31,220   32,733 
Other Income        
Interest Income  25   143 
Total Other Income  25   143 
         
Net income (loss) before provision for taxes  (31,195)  (32,590)
Income tax provision  -   - 
Net income (loss) $(31,195) $(32,590)
         
Net Income (Loss) Per Common Share – Basic & Fully Diluted $(0.01) $(0.01)
         
Weighted average number of shares of common stock outstanding – Basic & Fully Diluted  2,515,000   2,515,000 

  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
  2019  2018  2019  2018 
Revenues $-  $-  $-  $- 
                 
Expenses                
General & Administrative  3,074   2,508   9,494   8,741 
General & Administrative – related party  21,850   12,000   46,650   38,500 
Total Expenses  24,924   14,508   56,144   47,241 
Other Income                
Interest Income  21   158   46   301 
Total Other Income  21   158   46   301 
                 
Net (loss) before provision for taxes $(24,903) $(14,350) $(56,098) $(46,940)
Income tax provision  -   -   -   - 
Net (loss) $(24,903) $(14,350) $(56,098) $(46,940)
                 
Net (Loss) Per Common Share – Basic & Diluted $(0.01) $(0.01) $(0.02) $(0.02)
                 
Weighted average number of shares of common stock outstanding – Basic & Diluted  2,515,000   2,515,000   2,515,000   2,515,000 

 

See Notes to Financial Statements.The accompanying notes are an integral part of these financial statements.

 

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

      Additional Accumulated Total       Additional  Total 
 Common Stock  Paid-in-  Income  Stockholders’  Common Stock  Paid-in-  Accumulated  Stockholders’ 
 Outstanding  Amount  Capital  (Loss)  Equity  Outstanding  Amount  Capital  (Loss)  Equity 
Balance at December 31, 2018  2,515,000  $2,515  $535,888  $(384,574) $153,829   2,515,000  $2,515  $535,888  $(384,574) $153,829 
Net income (loss)           (31,195)  (31,195)
Net (loss)           (31,195)  (31,195)
Balance at March 31, 2019  2,515,000  $2,515  $535,888  $(415,769) $122,634   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 
                                        
Balance at December 31, 2017  2,515,000  $2,515  $535,888  $(288,993) $249,410   2,515,000  $2,515  $535,888  $(288,993) $249,410 
Net income (loss)           (32,590)  (32,590)
Net (loss)           (32,590)  (32,590)
Balance at March 31, 2018  2,515,000  $2,515  $535,888  $(321,583) $216,820   2,515,000  $2,515  $535,888  $(321,583) $216,820 
Net (loss)           (14,350)  (14,350)
Balance at June 30, 2018  2,515,000  $2,515  $535,888  $(335,933) $202,470 

 

See Notes to Financial Statements.The accompanying notes are an integral part of these financial statements.

 

5

STRATEGIC ACQUISITIONS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

Three Months Ended

March 31,

  

Six Months Ended

June 30,

 
 2019  2018  2019  2018 
Cash Flows From Operating Activities                
Net income (loss) $(31,195) $(32,590)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:        
Net (loss) $(56,098) $(46,940)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:        
(Increase) Decrease in prepaid rent – related party  -   (3,500)  1,750   - 
(Increase) Decrease in security deposit – related party  -   -   3,500   - 
Increase (Decrease) in accounts payable  741   378   1,939   567 
Net cash provided by (used in) operating activities  (30,454)  (35,712)  (48,909)  (46,373)
Cash Flows From Financing Activities                
Issuance of common stock, net of costs  -   -   -   - 
Net cash provided by (used in) financing activities  -   -   -   - 
Net increase (decrease) in cash and cash equivalents  (30,454)  (35,712)
Cash and cash equivalents at beginning of the period  148,579   244,160 
Cash and cash equivalents at end of the period $118,125  $208,448 
Net increase (decrease) in cash  (48,909)  (46,373 
Cash at beginning of the period  148,579   244,160 
Cash at end of the period $99,670  $197,787 

 

See Notes to Financial Statements.The accompanying notes are an integral part of these financial statements.

 

5

STRATEGIC ACQUISITIONS, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1. Basis of Presentation

 

The interimaccompanying unaudited financial statements included herein, presentedinformation as of and for the three and six months ended June 30, 2019 and 2018 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 10 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 six months ended June 30, 2019 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, 2018 and notes thereto included in the Company’s annual reportAnnual Report on Form 10-K filed with the SEC on April 1, 2019.

The Company followsbalance sheet at December 31, 2018 has been derived from the same accounting policiesaudited financial statements at that date but does not include all of the information and footnotes required by GAAP in the preparation of interim reports.

Results of operationsU.S. for interim periods are not indicative of annual results.complete financial statements.

 

Note 2. 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,June 30, 2019.

 

Note 3. Related Party Transactions

 

The Company hashad been renting office space from Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea, at the rate of $3,500 per month, in addition to having paid a $3,500 security deposit. DuringRent expense to Westminster Securities Corp. during the period was $5,250 for the three-month period and $15,750 for the six-month period ended June 30, 2019. The agreement terminated during the period as the Company entered into antransitioned to a new service agreement for office space on a month-to-month basis with a non-affiliated entity. The Company has adopted ASC 842 and evaluated the new space,service agreement under ASC 842 and is in process of transition.determined that it qualifies for the short-term lease measurement and recognition exemption.

 

The Company has periodically issued payment to certain officers and directors or their affiliates for services in connection with maintaining the company’sCompany’s financial statements and regulatory status in good standing and evaluating potential business opportunities. The total payment for servicescompensation issued during the three-month period ended June 30, 2019 to related parties was: $12,500$13,600 to Jonathan Braun, a director of the Company, and $1,800$3,000 to Westminster Securities Corp.Marika Tonay, an officer and director of the Company.

 

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Note 4. Going Concern

The Company has incurred net losses of approximately $440,000 for the period from January 27, 1989 (Inception) through June 30, 2019 and has commenced limited operations, raising substantial doubt about the Company’s ability to continue as a going concern. 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 financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 4.5. Subsequent Events

 

The Company evaluates events that have occurred after the balance sheet date of March 31,June 30, 2019, through the date which the financial statements were issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the 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-month period ended March 31,June 30, 2019 and the Form 10-K for the fiscal year ended December 31, 2018.

 

Liquidity and Capital Resources

 

At March 31,June 30, 2019, the Company had current assets in the form of cash and cash equivalents of $118,125, additional current assets in the form of prepaid rent and rent deposit totaling $5,250$99,670 and liabilities of $741.$1,939.

 

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.

 

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 March 31,June 30, 2019 and 2018, the Company showed net losses of $31,195$24,903 and $32,590,$14,350, respectively. The decreaseincrease in net loss was due primarily to decreased payments toincreased expenses of paying consultants (including related parties) for services in connection with evaluation of merger candidates and maintaining the company’s public status.

For the six-month periods ended June 30, 2019 and 2018, the Company showed net losses of $56,098 and $46,940, respectively. The increase in net loss was due primarily to increased expenses of paying 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

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.

 

***

 

PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

 

None.

 

ITEM 2.2.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 reference:

 

EXHIBIT LIST

 

Exhibit
Number
 Description
   
31.1 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1 Certification of 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

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: May 15,August 14, 2019By:/s/ JOHN P. O’SHEA
  John P. O’Shea
  

President and

Principal Financial Officer

 

***

10