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 JuneSeptember 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 [ ] | 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 August 8,November 11, 2019, the registrant had 2,515,000 shares of common stock outstanding.
STRATEGIC ACQUISITIONS, INC.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
BALANCE SHEETS
(UNAUDITED)
June 30, 2019 | December 31, 2018 | September 30,2019 | December 31, 2018 | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 99,670 | $ | 148,579 | $ | 81,172 | $ | 148,579 | ||||||||
| Prepaid rent – related party | - | 1,750 | - | 1,750 | ||||||||||||
| Rent deposit – related party | - | 3,500 | - | 3,500 | ||||||||||||
| Total current assets | 99,670 | 153,829 | 81,172 | 153,829 | ||||||||||||
| Total assets | $ | 99,670 | $ | 153,829 | $ | 81,172 | $ | 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 | 2,515 | 2,515 | ||||||||||||
| Additional paid-in capital | 535,888 | 535,888 | 535,888 | 535,888 | ||||||||||||
| Accumulated deficit | (440,672 | ) | (384,574 | ) | (457,231 | ) | (384,574 | ) | ||||||||
| Total stockholders’ equity | 97,731 | 153,829 | 81,172 | 153,829 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 99,670 | $ | 153,829 | $ | 81,172 | $ | 153,829 | ||||||||
The accompanying notes are an integral part of these financial statements.
| 2 |
STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Expenses | ||||||||||||||||
| General & Administrative | 3,872 | 2,380 | 13,366 | 11,121 | ||||||||||||
| General & Administrative – related party | 12,700 | 27,000 | 59,350 | 65,500 | ||||||||||||
| Total Expenses | 16,572 | 29,380 | 72,716 | 76,621 | ||||||||||||
| Other Income | ||||||||||||||||
| Interest Income | 13 | 32 | 59 | 333 | ||||||||||||
| Total Other Income | 13 | 32 | 59 | 333 | ||||||||||||
| Net (loss) before provision for taxes | $ | (16,559 | ) | $ | (29,348 | ) | $ | (72,657 | ) | $ | (76,288 | ) | ||||
| Income tax provision | - | - | - | - | ||||||||||||
| Net (loss) | $ | (16,559 | ) | $ | (29,348 | ) | $ | (72,657 | ) | $ | (76,288 | ) | ||||
| Net (Loss) Per Common Share – Basic & Fully Diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (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 | ||||||||||||
| 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 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Additional | Total | Additional | Total | |||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-in- | Accumulated | 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 (loss) | — | — | — | (31,195 | ) | (31,195 | ) | — | — | — | (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 | ) | — | — | — | (24,903 | ) | (24,903 | ) | ||||||||||||||||||||||||||
| Balance at June 30, 2019 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (440,672 | ) | $ | 97,731 | 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 | ||||||||||||||||||||||||||||||
| 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 (loss) | — | — | — | (32,590 | ) | (32,590 | ) | — | — | — | (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 | ) | — | — | — | (14,350 | ) | (14,350 | ) | ||||||||||||||||||||||||||
| Balance at June 30, 2018 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (335,933 | ) | $ | 202,470 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (335,933 | ) | $ | 202,470 | ||||||||||||||||||||
| Net (loss) | — | — | — | (29,348 | ) | (29,348 | ) | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2018 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (365,281 | ) | $ | 173,122 | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30, | ||||||||
| 2019 | 2018 | |||||||
| Cash Flows From 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 | 1,750 | - | ||||||
| (Increase) Decrease in security deposit – related party | 3,500 | - | ||||||
| Increase (Decrease) in accounts payable | 1,939 | 567 | ||||||
| Net cash provided by (used in) operating activities | (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 | (48,909 | ) | (46,373 | |||||
| Cash at beginning of the period | 148,579 | 244,160 | ||||||
| Cash at end of the period | $ | 99,670 | $ | 197,787 | ||||
Nine Months Ended September 30, | ||||||||
| 2019 | 2018 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net (loss) | $ | (72,657 | ) | $ | (76,288 | ) | ||
| Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | ||||||||
| (Increase) Decrease in prepaid rent – related party | 1,750 | - | ||||||
| (Increase) Decrease in security deposit – related party | 3,500 | - | ||||||
| Net cash provided by (used in) operating activities | (67,407 | ) | (76,288 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | (67,407 | ) | (76,288 | ) | ||||
| Cash and cash equivalents at beginning of the period | 148,579 | 244,160 | ||||||
| Cash and cash equivalents at end of the period | $ | 81,172 | $ | 167,872 | ||||
The accompanying notes are an integral part of these financial statements.
| 5 |
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The accompanying unaudited financial information as of and for the three and sixnine months ended JuneSeptember 30, 2019 and 2018 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 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 sixnine months ended JuneSeptember 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 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, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2019.
The balance sheet at December 31, 2018 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 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 period ended JuneSeptember 30, 2019.
Note 3. Related Party Transactions
The Company had 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. Rent 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 transitioned 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 service agreement under ASC 842 and 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’s financial statements and regulatory status in good standing and evaluating potential business opportunities. Additionally, the Company previously rented office space from Westminster Securities Corp. (“Westminster”), an entity controlled by the Company’s President, John O’Shea.
The total compensation issued during the three-month period ended JuneSeptember 30, 2019 to related parties was: $13,600$11,200 to Jonathan Braun, a director of the Company, and $3,000$1,500 to Marika Tonay, an officer and director of the Company. For the nine-month period ended September 30, 2019, rent expense to Westminster was $15,750 and compensation for services to Jonathan Braun was $37,300, to Westminster was $1,800 and to Marika Tonay was $4,500.
For the comparable prior year periods, compensation to Jonathan Braun was $10,000 for the three-month and $20,000 for the nine-month periods, compensation to Marika Tonay was $1,500 for the three-month and $6,000 for the nine-month periods, compensation to Westminster was $3,000 for the nine-month period, compensation to John O’Shea was $5,000 for the three- and nine-month periods and rent expense to Westminster was $10,500 for the three-month and $31,500 for the nine-month periods.
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 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 incurred net losses of approximately $440,000$457,000 for the period from January 27, 1989 (Inception) through JuneSeptember 30, 2019 and has commenced limited operations, raisingoperations. These factors, among others, raise 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 5. Subsequent Events
The Company evaluates events that have occurred after the balance sheet date of JuneSeptember 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 periodthree- and nine-month periods ended JuneSeptember 30, 2019 and the Form 10-K for the fiscal year ended December 31, 2018.
Liquidity and Capital Resources
At JuneSeptember 30, 2019, the Company had current assets in the form of cash and cash equivalents of $99,670$81,172 and liabilities of $1,939.$0. This compares with cash of $148,579 and liabilities of $0 as of December 31, 2018. 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 JuneSeptember 30, 2019 and 2018, the Company showed net losses of $24,903$16,559 and $14,350,$29,348 respectively. The increasedecrease in net loss was due primarily to increased expenses of paying consultants (including related parties) for services in connection with evaluation of merger candidatesdecreased rent and maintaining the company’s public status.consulting expenses.
For the six-monthnine-month periods ended JuneSeptember 30, 2019 and 2018, the Company showed net losses of $56,098$72,657 and $46,940,$76,288, respectively. The increasedecrease in net loss was due primarily to increased expenses of paying consultants (including related parties) for services in connection with evaluation of merger candidatesdecreased rent and maintaining the company’s public status.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.
***
| ITEM 1. | LEGAL PROCEEDINGS |
None.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 5. | OTHER INFORMATION |
None.
| ITEM 6. | EXHIBITS |
The following exhibits are filed with this Report or incorporated by reference:
EXHIBIT LIST
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: | By: | /s/ JOHN P. O’SHEA |
| John P. O’Shea | ||
President and Principal Financial Officer | ||
***