UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period endedended: September 30,March 31, 20222023
☐ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to ______ to_______
Commission File Number: 0-28963
STRATEGIC ACQUISITIONS, INC.
(Exact name of Registrantregistrant as specified in its charter)
| Nevada | 13-3506506 | |
(State or other jurisdiction of incorporation or organization) | ( Identification No.) |
| 51 JFK Parkway, Suite 135, Short Hills, New Jersey07078 |
| (Registrant’s Telephone Number, Including Area Code) |
30 Broad Street, 14th Floor, New York, NY 10004
(AddressSecurities registered pursuant to Section 12(b) of principal executive offices, including zip code)the Act: None
(212)878-6532Securities registered pursuant to Section 12(g) of the Act:
(Registrant’s telephone number, including area code)
| Trading Symbol | ||||
| Common Stock, par value $0.001 | STQN | N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: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 precedingpast 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☒ No ☐
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 and post such files). Yes☒ 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large | Non-Accelerated Filer☐ | |
| Accelerated | ||
| Smaller |
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 Securities Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ Yes ☒ No ☐☒
As of November 10, 2022, the registrant hadThere were shares of the registrant’s common stock outstanding.outstanding as of as of April 30, 2023.
STRATEGIC ACQUISITIONS, INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2023
TABLE OF CONTENTS
| 1 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STRATEGIC ACQUISITIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, 2022 (Unaudited) | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 12,100 | $ | 39,732 | ||||
| Total current assets | 12,100 | 39,732 | ||||||
| Total assets | $ | 12,100 | $ | 39,732 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | - | $ | 2,000 | ||||
| Total current liabilities | - | 2,000 | ||||||
| Total liabilities | - | 2,000 | ||||||
| Stockholders’ equity: | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding | 2,715 | 2,715 | ||||||
| Additional paid-in capital | 634,088 | 575,688 | ||||||
| Accumulated deficit | (624,703 | ) | (540,671 | ) | ||||
| Total stockholders’ equity | 12,100 | 37,732 | ||||||
| Total liabilities and stockholders’ equity | $ | 12,100 | $ | 39,732 | ||||
| March 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Cash | $ | 151,212 | $ | 241,727 | ||||
| Collateral receivable due from lender | 2,158,254 | 2,158,254 | ||||||
| Loan receivable | 1,374,691 | 1,374,691 | ||||||
| Accrued interest receivable | 11,456 | 11,456 | ||||||
| Prepaid expenses | 4,196 | - | ||||||
| Deferred income tax assets | 207,305 | - | ||||||
| Total assets | $ | 3,907,114 | $ | 3,786,128 | ||||
| Liabilities and shareholders’ equity (deficit) | ||||||||
| Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 15,002 | $ | 30,055 | ||||
| Due to related party (noninterest bearing, due on demand) | - | 15,000 | ||||||
| Note payable, net of unamortized origination fee of $8,968 and $10,704 | 1,379,608 | 1,377,872 | ||||||
| Digital asset collateral due to customer | 2,849,272 | 1,653,100 | ||||||
| Deferred income tax liability | - | 101,018 | ||||||
| Total liabilities | 4,243,882 | 3,177,045 | ||||||
| Shareholders’ Equity | ||||||||
| Common stock, $$par value; shares authorized; shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 6,675 | 6,675 | ||||||
| Additional paid-in capital | 353,736 | 353,736 | ||||||
| Retained earnings (accumulated deficit) | (697,179 | ) | 248,672 | |||||
| Total shareholders’ equity (deficit) | (336,768 | ) | 609,083 | |||||
| Total liabilities and shareholders’ equity (deficit) | $ | 3,907,114 | $ | 3,786,128 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.statements
| 2 |
STRATEGIC ACQUISITIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Expenses | ||||||||||||||||
| General & Administrative | 4,699 | 4,627 | 16,135 | 18,353 | ||||||||||||
| General & Administrative – related party | 9,500 | - | 9,500 | - | ||||||||||||
| General & Administrative – stock-based compensation – related party warrants | 58,400 | - | 58,400 | - | ||||||||||||
| Total Expenses | 72,599 | 4,627 | 84,035 | 18,353 | ||||||||||||
| Other Income | ||||||||||||||||
| Interest Income | 1 | - | 3 | - | ||||||||||||
| Total Other Income | 1 | - | 3 | - | ||||||||||||
| Net (loss) before provision for taxes | $ | (72,598 | ) | $ | (4,627 | ) | $ | (84,032 | ) | $ | (18,353 | ) | ||||
| Income tax provision | - | - | - | - | ||||||||||||
| Net (loss) | $ | (72,598 | ) | $ | (4,627 | ) | $ | (84,032 | ) | $ | (18,353 | ) | ||||
| Net (Loss) Per Common Share – Basic | $ | (0.03 | ) | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.01 | ) | ||||
| Net (Loss) Per Common Share – Diluted | (0.03 | ) | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.01 | ) | |||||
| Weighted average number of shares of common stock outstanding – Basic | 2,715,000 | 2,562,283 | 2,715,000 | 2,530,934 | ||||||||||||
| Weighted average number of shares of common stock outstanding – Diluted | 2,763,913 | 2,562,283 | 2,731,484 | 2,530,934 | ||||||||||||
| Three Months Ended March 31, 2023 | From March 16, 2022 | |||||||
| Revenues | ||||||||
| Loan administrative service fees | $ | 3,950 | $ | - | ||||
| Interest income | 13,747 | - | ||||||
| Total revenues | 17,697 | - | ||||||
| Operating expenses | ||||||||
| Selling, general and administrative expenses | 65,284 | 50,000 | ||||||
| Total operating expenses | 65,284 | 50,000 | ||||||
| Loss from operations | (47,587 | ) | (50,000 | ) | ||||
| Other expense, net | ||||||||
| Fair value adjustment on repledged collateral | (1,196,172 | ) | - | |||||
| Interest expense | (8,679 | ) | - | |||||
| Amortization of loan origination fee | (1,736 | ) | - | |||||
| Total other expense, net | (1,206,587 | ) | - | |||||
| Loss before income taxes benefit | (1,254,174 | ) | (50,000 | ) | ||||
| Income taxes benefit | (308,323 | ) | (15,764 | ) | ||||
| Net loss | $ | (945,851 | ) | $ | (34,236 | ) | ||
| Net loss per share - basic and diluted | $ | (0.14 | ) | $ | (0.01 | ) | ||
| Weighted average shares outstanding - basic and diluted | 6,675,000 | 3,600,000 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.statements
| 3 |
STRATEGIC ACQUISITIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYSHAREHOLDERS’ DEFICIT
(UNAUDITED)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in- | Accumulated | Stockholders’ | |||||||||||||||||
| Outstanding | Amount | Capital | (Loss) | Equity | ||||||||||||||||
| Balance at December 31, 2021 | 2,715,000 | $ | 2,715 | $ | 575,688 | $ | (540,671 | ) | $ | 37,732 | ||||||||||
| Net loss | — | — | — | (5,304 | ) | (5,304 | ) | |||||||||||||
| Balance at March 31, 2022 | 2,715,000 | $ | 2,715 | $ | 575,688 | $ | (545,975 | ) | $ | 32,428 | ||||||||||
| Net loss | — | — | — | (6,130 | ) | (6,130 | ) | |||||||||||||
| Balance at June 30, 2022 | 2,715,000 | $ | 2,715 | $ | 575,688 | $ | (552,105 | ) | $ | 26,298 | ||||||||||
| Issuance of 150,000 warrants on August 31, 2022 at fair value for services | - | - | 58,400 | - | 58,400 | |||||||||||||||
| Net loss | — | — | — | (72,598 | ) | (72,598 | ) | |||||||||||||
| Balance at September 30, 2022 | 2,715,000 | $ | 2,715 | $ | 634,088 | $ | (624,703 | ) | $ | 12,100 | ||||||||||
| Balance at December 31, 2020 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (518,578 | ) | $ | 19,825 | ||||||||||
| Net loss | — | — | — | (10,126 | ) | (10,126 | ) | |||||||||||||
| Balance at March 31, 2021 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (528,704 | ) | $ | 9,699 | ||||||||||
| Net loss | — | — | — | (3,600 | ) | (3,600 | ) | |||||||||||||
| Balance at June 30, 2021 | 2,515,000 | $ | 2,515 | $ | 535,888 | $ | (532,304 | ) | $ | 6,099 | ||||||||||
| Issuance of common stock on September 8, 2021 at $ per share for cash | 150,000 | 150 | 29,850 | 30,000 | ||||||||||||||||
| Issuance of common stock on September 13, 2021 at $ per share for cash | 50,000 | 50 | 9,950 | 10,000 | ||||||||||||||||
| Net loss | — | — | — | (4,627 | ) | (4,627 | ) | |||||||||||||
| Balance at September 30, 2021 | 2,715,000 | $ | 2,715 | $ | 575,688 | $ | (536,931 | ) | $ | 41,472 | ||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Common Stock | Additional Paid-in | Retained Earnings (Accumulated | Total Shareholders’ Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit) | (Deficit) | ||||||||||||||||
| Balance at December 31, 2022 | 6,675,000 | $ | 6,675 | - | $ | 353,736 | $ | 248,672 | $ | 609,083 | ||||||||||
| Net loss | - | - | - | - | (945,851 | ) | (945,851 | ) | ||||||||||||
| Balance at March 31, 2023 | 6,675,000 | $ | 6,675 | - | $ | - | $ | (697,179 | ) | $ | (336,768 | ) | ||||||||
| - | - | - | - | 6 | 6 | |||||||||||||||||||
| Common Stock | Subscription | Additional Paid-in | Retained Earnings | Total Shareholders’ Equity | ||||||||||||||||||||
| Shares | Amount | Receivable | Capital | Deficit) | (Deficit) | |||||||||||||||||||
| Balance at March 16, 2022 (inception) | - | $ | - | - | $ | - | $ | - | $ | - | ||||||||||||||
| Beginning balance, value | - | $ | - | - | $ | - | $ | - | $ | - | ||||||||||||||
| Subscription to shares of Exworth Union Inc common stock (equivalent to shares of Strategic Acquisitions Inc. common stock) by Exworth Management LLC | 3,600,000 | 3,600 | (100 | ) | (3,500 | ) | - | - | ||||||||||||||||
| Net loss | - | - | - | - | (34,236 | ) | (34,236 | ) | ||||||||||||||||
| Balance at March 31, 2022 | 3,600,000 | $ | 3,600 | (100 | ) | $ | (3,500 | ) | $ | (34,236 | ) | $ | (34,236 | ) | ||||||||||
| Ending balance, value | 3,600,000 | $ | 3,600 | (100 | ) | $ | (3,500 | ) | $ | (34,236 | ) | $ | (34,236 | ) | ||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.statements
| 4 |
STRATEGIC ACQUISITIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2022 | 2021 | |||||||
Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net (loss) | $ | (84,032 | ) | $ | (18,353 | ) | ||
| Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||||||||
| Issuance of warrants for services – related party | 58,400 | - | ||||||
| Change in operating assets and liabilities: | ||||||||
| Decrease in prepaid expense | - | 500 | ||||||
| (Decrease) in accounts payable | (2,000 | ) | (205 | ) | ||||
| Net cash (used in) operating activities | (27,632 | ) | (18,058 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from issuance of common stock | - | 40,000 | ||||||
| Net cash flows from financing activities | - | 40,000 | ||||||
| Net increase (decrease) in cash | (27,632 | ) | 21,942 | |||||
| Cash at beginning of the period | 39,732 | 19,530 | ||||||
| Cash at end of the period | $ | 12,100 | $ | 41,472 | ||||
| Three Months Ended March 31, 2023 | From March 16, 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (945,851 | ) | $ | (34,236 | ) | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Fair value adjustment on repledged collateral | 1,196,172 | - | ||||||
| Deferred income tax benefit | (308,323 | ) | (15,764 | ) | ||||
| Amortization of loan origination fees | 1,736 | - | ||||||
| Change in operating assets and liabilities: | - | |||||||
| Prepaid expenses | (4,196 | ) | - | |||||
| Accounts payable and accrued expenses | (15,053 | ) | - | |||||
| Net cash used in operating activities | (75,515 | ) | (50,000 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from note payable | - | - | ||||||
| Proceeds from (repayment to) related party | (15,000 | ) | 50,000 | |||||
| Net cash provided by financing activities | (15,000 | ) | 50,000 | |||||
| Net change in cash and cash equivalents | (90,515 | ) | - | |||||
| Cash, beginning of period | 241,727 | - | ||||||
| Cash, end of period | $ | 151,212 | $ | - | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | 17,357 | - | ||||||
| Income taxes | - | - | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.statements
| 5 |
STRATEGIC ACQUISITIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1.1 - 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 business activities other than organizational efforts, the sale of stock, and the evaluation of potential acquisition targets with active business operations.
Effective December 22, 2022, STQN completed a reverse acquisition of Exworth Union Inc (“Union”) (the “Transaction”) through a share exchange with the two shareholders of Union. To complete the Transaction, STQN issued a total of shares of STQN common stock (representing 59.3% of STQN’s issued and outstanding common stock after the Transaction) to the two shareholders of Union in exchange for shares of Union’s common stock, representing % of Union’s issued and outstanding common stock. As a result of the Transaction, STQN now owns all of the issued and outstanding common stock of Union, the surviving company of the merger between STQN Sub and Union. Prior to the Transaction, Exworth Management LLC (“Exworth Management”) owned 91% of the outstanding common stock of Union and approximately 74% of the outstanding common stock of STQN.
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 and will accept as collateral other types of alternative assets such as eCommerce accounts receivable, recursive payments of software as service (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 March 31, 2023 and December 31, 2022, the only digital asset the Company accepted as collateral was Bitcoin. 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.
| 6 |
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. See Note 6 – Notes Payable for a description of these loan arrangements.
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.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentationpresentation
The accompanying unaudited interim condensed consolidated financial information as of and for the three and nine months ended September 30, 2022 and 2021 hasstatements have been prepared in accordance with United States generally accepted accounting principles (GAAP) in(“GAAP”) as determined by the U.S. for interim financial informationFinancial Accounting Standards Board (“FASB”) within its Accounting Standards Codification (“ASC”) and pursuant tounder 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, suchSEC for interim 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, 2022 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, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2022.
The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but doesinformation. Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of the Company’s balance sheet, results of operations and statements of cash flows for the periods presented. The unaudited interim condensed consolidated financial statements are not necessarily indicative of the results to be expected for the full year or any other period.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 10-K filed with the SEC pursuant to Section 12(g) under the Securities Exchange Act of 1934, on March 7, 2023.
Principles of consolidation
These accompanying unaudited interim condensed consolidated financial statements include the financial statements of STQN and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove a majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
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. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include calculations of the fair values of repledged borrowers’ digital asset collateral and the allowance for loan losses. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
The Federal Deposit Insurance Corporation (“FDIC”) insures accounts up to $250,000 per Federally insured institution. As of March 31, 2023 and December 31, 2022, the Company had nouninsured balances on deposit at banks.
| 7 |
Borrower Collateral and Custody Assets
The Company requires loans to have certain collateral levels at origination and throughout the term of the loan. The loan agreement with each borrower specifies that the borrower transfers and assigns to the Company the collateral together with all rights and interests attached or accruing thereto (including without limitation accrued dividends and distributions declared, made or paid after the relevant date of delivery). Borrowers deposit the collateral into a 3rd party designated custody wallet address that is under the control of the Company. Although the Company maintains control of the collateral, according to the loan agreement entered between each borrower and the Company, the borrower has the unilateral ability to cause the Company to return the collateralized digital assets upon full repayment of the loan, related borrower fees and other applicable fees at maturity. As a result, the transfer of digital assets by a borrower does not qualify as a sale and as such they are not included in the financial statements of the Company.
When a transfer of digital assets does not qualify as a sale, the transfer is to be accounted for as a secured borrowing with a pledge of collateral in accordance with FASB ASC 310, Receivables (“ASC 310”). When the collateral is repledged by the Company to a lender, the Company records the collateral at fair value as “Collateral receivable” and “Digital asset collateral due to customers” on the Balance Sheet. The repledged collateral is remeasured at period end, with the change in fair value captured in the fair value adjustment on repledged collateral within the Statement of Operations.
Allowance for Loan Losses
FASB ASC 310, Receivables (“ASC 310”) and ASC 450-20, Contingencies – Loss Contingencies (“ASC 450”) address evaluating loan losses and impairments in loan portfolios. A company should recognize an allowance for loan losses when it is probable that the company will be unable to collect all amounts due, including both the contractual borrower fee and principal payments under the loan agreement. Based on current information and events, if it is probable that a loan loss has been or will be incurred and the amount of the loss can be reasonably estimated, a loan loss should be recorded.
The process for determining the amount of the allowance requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of borrowers to repay their loans. Changes in economic conditions affecting borrowers, revisions to accounting rules and related guidance, new qualitative or quantitative information about existing loans, identification of additional problem loans, changes in the size or composition of a company’s finance receivables and loan portfolio, changes to a company’s loss estimation techniques including consideration of forecasted economic assumptions, and other factors, both within and outside of control, may require an increase in the allowance for loan losses.
Revenue recognition
Borrower Fee
The Company offers U.S. Dollar loans collateralized by digital assets to a broad range of customers and generates revenue from interest income and fees earned on loans. Revenue derived from borrower fees on loans is outside the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”) and is recognized ratably over the life of the loan. The applicable borrower fee rates for completeloans will vary based on several factors including the originating loan-to-value ratio, loan duration and jurisdiction. 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.
Loan administration services
The Company provides loan administration services to customers (see Note 9). The Company serves as a third party that acts as a liaison between the lender and borrower of a loan. The Company has two performance obligations, which consist of a servicing part and a reporting part. For servicing, the Company is generally responsible for processing loan payments, forwarding information to counterparties, responding to inquiries, and managing banking and collateral accounts. Revenue is based on a fixed percentage of the loan principal and is recognized at closing of a loan. For reporting, the Company is generally responsible for keeping records of a loan profile, and preparing drawdown, disbursement, and amortization details on a monthly statement for customer’s review. Revenue is generally a fixed monthly charge and recognized over the life of a loan until fully repaid.
| 8 |
Income Taxes
The Company follows Accounting Standards Codification subtopic 740, Income Taxes (“ASC 740”), which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities at currently enacted tax rates. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.
ASC 740-10, Accounting for Uncertainty in Income Taxes, defines uncertainty in income taxes and the evaluation of a tax position as a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that tax position. The second step is to measure a tax position that meets the more likely than not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more likely than not recognition threshold should be recognized in the first subsequent period in which the threshold is met. The Company will continue to monitor its tax positions in the applicable jurisdictions and adjust this liability accordingly. The Company has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no uncertain tax positions related to federal and state income taxes existed as of March 31, 2023 and December 31, 2022.
Basic net income (loss) per share is calculated based upon the weighted average number of shares of common stock outstanding during the relevant period. Diluted net income (loss) per share is calculated based upon the weighted average number of shares of common stock outstanding and dilutive securities (such as stock options, warrants and convertible debt) outstanding during the relevant period. Diluted securities having an anti-dilutive effect on dilutive net income (loss) per share are excluded from the calculation.
Recently Issued Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of the allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The adoption of ASU 2019-12 is not expected to have a significant effect on the Company’s financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, which is part of the FASB’s initiative to reduce complexity in accounting standards. The proposed ASU eliminates certain exceptions to the general principles of ASC 740, Income Taxes, and simplifies income tax accounting in several areas. The implementation of this new standard applies to annual reporting periods beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2022, for Emerging Growth Companies. The adoption of ASU 2019-12 did not have a significant effect on the Company’s financial statements.
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Note 2.3 - Stockholders’ EquityFair Value Measurement
Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants at the measurement date.
GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.
Level 2 – Valuations based on quoted prices, other than those in Level 1, for identical assets or liabilities in markets that are not active or for similar assets and liabilities for which significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The Company’s financial instruments include cash and cash equivalents, accounts payable and accrued expenses, due to related party, note payable, and digital asset collateral due to customer. The fair values of cash and cash equivalents, accounts payable and accrued expenses, due to related party, and note payable approximate their stated amounts because of the short maturity of these financial instruments.
The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Company.
The following table presents the fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis:
Schedule of Fair Value Measurement
March 31, 2023 (unaudited) | ||||||||||||
| Fair Value Measurements | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Liabilities | ||||||||||||
| Digital asset collateral due to customer | $ | - | $ | 2,849,272 | $ | - | ||||||
| December 31, 2022 | ||||||||||||
| Fair Value Measurements | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Liabilities | ||||||||||||
| Digital asset collateral due to customer | $ | - | $ | 1,653,100 | $ | - | ||||||
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The Company is authorizeddetermined the fair value per Bitcoin to issue shares of itsbe $0.00128,492 par value Common Stock.and $16,531 on March 31, 2023 and December 31, 2022, respectively, using the price provided at 8:00 p.m., New York Time by the Digital Asset Exchange Market considered to be the Company’s principal market (Fed Reserve Coinbase Bitcoin).
Note 4– Collateralized Loans Receivable and Allowance for Loan Losses
There were no issuancesAs of Common StockMarch 31, 2023 and December 31, 2022, the Company had one loan receivable in the principal amount of $1,374,691. The receivable bears interest at 4% per annum, is due in July 2024, and is secured by 100 Bitcoins.
At the time of origination, loans are secured and over-collateralized with digital assets the Company determines from time to time to be acceptable collateral. As of March 31, 2023 and December 31, 2022, the only digital asset the Company accepted as collateral was Bitcoin. Borrowers make principal payments at maturity and make interest payments quarterly. The interest rate is set by the Company and is impacted by loan terms and amounts. Once a loan application is approved, a loan is created when a borrower sends collateral to the Company’s collateral wallet (the “The Company’s Custody Wallet”) and funds are disbursed to the borrower’s bank account. During the term of the loan, the Company may repledge a borrower’s collateral and move it out of the Company’s Custody Wallet. Total borrower collateral repledged of $2,849,272 and $1,653,100 is presented at fair value on the Balance Sheet as of March 31, 2023 and December 31, 2022, respectively. During the term of the loan, borrowers are required to maintain a certain level of loan to value (“LTV”) ratio, which is the loan amount divided by real time fair value of the collateral. If at any time the LTV reaches the LTV margin call level, borrowers are required to deposit additional collateral with the Company so that the LTV drops to the required level. According to its loan agreements, the Company has the ability to sell or liquidate a borrower’s collateral assets to repay its loan principal if a margin call is not cured as required under the contractual terms. If the threshold for collateral liquidation is surpassed, the three-Company may liquidate a portion or nine-month periods ended September 30, 2022.all of the collateral assets. The liquidation handling fee is generally 2.00% of the principal amount of the loan. Since inception, the Company has not received any liquidation fees.
The Company issueddoes not recognize its digital asset-backed loans extended as sale transactions as defined by FASB ASC 860. Upon the maturity of a digital asset-backed loan, the Company expects to receive back the borrowed amount it originally extended as a loan plus borrower fees and any unpaid interest and to return the borrower’s collateral. The Company values its collateralized outstanding loans at par, shown at principal values. Interest receivable on loans in the amount of $11,456 is presented on the Balance Sheet as of March 31, 2023 and December 31, 2022. Loans are secured by digital assets which are the collateral for loans. The Company originates loans at various LTVs to over-collateralize each loan. A margin call notice is triggered when the LTV exceeds 85% of the current collateral value at which time the Company notifies the borrower to post additional collateral or make a payment to cure the margin call to reduce the LTV to under 85% within 24 hours of notice (unless the LTV reverts back to 85% within 2 business days).Otherwise, the Company may at its sole and absolute discretion sell, transfer, liquidate or otherwise dispose of all or a part of the collateral and apply the net proceeds to the discharge of the borrower’s obligations. A summary of loans receivable by expected future cash flows is presented below:
Schedule of Loans Receivable Future Principal Payments
| Receipt of Payments | March 31, (unaudited) | |||
| Future Principal Payments As Of | ||||
| Receipt of Payments | March 31, 2023 (unaudited) | |||
| 0 to 12 months | $ | - | ||
| 12 to 24 months | 1,374,691 | |||
| Total | $ | 1,374,691 | ||
The LTV ratio on the one loan receivable at March 31, 2023 and December 31, 2022 was 48% and 83%, respectively.
On March 31, 2023 and December 31, 2022, the fair value of the collateral received to secure the loan receivable balance was $2,849,272 and $1,653,100, respectively. As of March 31, 2023 and December 31, 2022, all the collateral balance was repledged, resulting in a corresponding liability of $2,849,272 and $1,653,100, respectively, which is included as “Digital asset collateral due to customer” on the Balance Sheet. There is a risk that financings made with borrower collateral could be worth less than the underlying borrower collateral, in which case the Company would have to purchase additional digital assets to repay the borrowers’ collateral.
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Allowance for Loan Losses
An allowance for loan losses is established with respect to loans held for investment through periodic charges to the provision for loan losses. Loan losses are charged against the allowance for loan losses when management believes that the future collection of the principal of a loan is unlikely. To date, the Company does not have any experience with losses on the portfolio and therefore has not recorded an aggregateallowance for loan losses in the period presented.
Management classifies loans into risk categories based on their original LTV and monitors the current LTV on a recurring basis. The allowance is subjective as it requires material estimates, including such factors as historical trends. Other qualitative factors considered may include items such as uncertainties in the digital asset market, changes in the composition of the Company’s lending portfolio, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond the Company’s control. Although the Company has not experienced any losses on the portfolio to date, any combination of the previously described factors may affect its loan portfolio resulting in potential loan losses and could require an allowance for loan loss, which could impact future periods.
As of March 31, 2023 and December 31, 2022, management has not liquidated any collateral and the Company has not incurred any losses on the outstanding portfolio. The Company also over collateralizes its loans with digital assets, which allow the Company to liquidate the pledged collateral for an amount at least equal to the principal owed. As of March 31, 2023 and December 31, 2022, the Company had one loan receivable and this loan had an 48% and 83% LTV. As a result, the Company recorded noallowance for loan losses as of March 31, 2023 and December 31, 2022.
Note 5 - Collateral Receivable
Digital Asset Collateral Receivable
In July 2022, the Company repledged its customer collateral by entering into a master loan agreement with a counterparty lender (see Note 6). In accordance with ASC 860, upon repledging, the Company recognizes an asset for the collateral receivable from the counterparty (within “Collateral receivable” on the balance sheet) and a liability for the collateral due to customer. The receivable is recorded at cost and the liability is marked-to-market on a monthly basis. For the three months ended March 31, 2023 and from March 16, 2022 (inception) through March 31, 2022, a fair value adjustment of $1,196,172 and $0, respectively, was recorded. As of March 31, 2023 and December 31, 2022, the balance of the digital asset collateral receivable was $2,158,254 and the balance of the digital asset collateral due to customer (at fair value) was $2,849,272and $1,653,100, respectively.
Note 6 – Note Payable
On July 14, 2022, the Company entered and executed a master loan agreement with a lender. The loan has a term of 150,00024 months and bears an interest rate of 2.5%. The loan is non-recourse and collateralized using repledged customer collateral. The net balance on the loan as of March 31, 2023 and December 31, 2022 is $1,379,608 ($1,388,576 net of an unamortized origination fee of $8,968) and $1,377,872 ($1,388,576 net of an unamortized origination fee of $10,704), respectively, with 100 Bitcoins as collateral. The balance of collateral included in collateral receivable due from lender on the Balance Sheet is $2,158,254 warrants to purchase at March 31, 2023 and December 31, 2022.
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The following table summarizes the Company’s notes payable:
Schedule of Notes Payable
March 31, 2023 (unaudited) | ||||||||||||||||
| Currency | Note Issued | Note Payments | Balance as of March 31, 2023 | |||||||||||||
| Note Payable | USD | $ | 1,388,576 | $ | - | $ | 1,388,576 | |||||||||
| December 31, 2022 | ||||||||||||||||
| Currency | Note Issued | Note Payments | Balance as of December 31, 2022 | |||||||||||||
| Note Payable | USD | $ | 1,388,576 | $ | - | $ | 1,388,576 | |||||||||
Schedule of Future Principal Repayments
| Amount | ||||
| 2023 | $ | - | ||
| 2024 | 1,388,576 | |||
| Total | $ | 1,388,576 | ||
Note 7 - Shareholders’ Equity
On March 28, 2022 and April 3, 2022, Union issued a total of shares of Common Stockits common stock to current and former Directors asExworth Management LLC, managing entity of Union, at a price of $per share or $100total.
On June 8, 2022, Union issued shares of its common stock to World Class Global Technology PTE LTD. (“World Class”) at an amended price of $per share or $350,000.
Effective August 31, 2022, STQN issued a total of 150,000 warrants to its three directors (prior to the August 31, 2022 change in considerationcontrol) for their services.past services rendered to STQN. The warrants vested immediately, and are valid forexercisable into shares of STQN common stock at a period of 5 years from issuance at an initial purchase price of $1.20per share and expire August 31, 2027.
On December 22, 2022, STQN completed a reverse acquisition transaction with the two shareholders of Common Stock, subject to adjustmentUnion (See note 1). Exworth Management received shares of STQN common stock in exchange for the shares of Union common stock it owned and registration rights. The company records stock-based compensationWorld Class received shares of STQN common stock in accordance with FASB ASC Topic 718, Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation costexchange for stock-based compensation at fair value at the grant date and recognize the expense during the service period. TheCompany recognizes in the statementshares of operations the grant-date fair value of warrants issued to employees and non-employees.Union common stock it owned.
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Note 8- Income Taxes
The Company usedcomponents of the following as inputsprovision for its valuation methodology for the warrant derivatives as their fair value was determined by using the Black-Scholes-Merton pricing model based on various assumptions. Weighted average assumptions used to estimate fair value(benefit from) income taxes are as follows:
Schedule of Weighted Average Assumptions Used to Estimate Fair ValueProvision for (benefit from) Income Taxes
Issuance | ||||
For the three months ended (unaudited) | From March 16, (unaudited) | |||||||
| Current | $ | - | $ | - | ||||
| Deferred | (308,323 | ) | (15,764 | ) | ||||
| Total provision for (benefit from) income taxes | $ | (308,323 | ) | $ | (15,764 | ) | ||
The reconciliation between the statutory and effective tax rates follows:
Schedule of Reconciliation Statutory Effective Tax Rates
For the three months ended (unaudited) | From March 16, (unaudited) | |||||||
| Computed “expected” tax expense (United States statutory rate) | 21.00 | % | 21.00 | % | ||||
| Increase (decrease) in tax expense resulting from: | ||||||||
| State tax expense, net of Federal benefit | 8.69 | % | 10.53 | % | ||||
| Change in valuation allowance | (5.11 | )% | - | % | ||||
| Effective rate | 24.58 | % | 31.53 | % | ||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income tax assets and (liabilities) are as follows:
Schedule of Deferred Income Tax Assets and Liabilities
March 31, 2023 (unaudited) | December 31, 2022 | |||||||
| Deferred income tax assets: | ||||||||
| Net operating loss carryforwards | $ | 179,080 | $ | 164,054 | ||||
| Unrealized loss on repledged collateral fair value adjustment | 207,305 | - | ||||||
| Less: Valuation allowance | (179,080 | ) | (115,041 | ) | ||||
| Total deferred income tax assets | 207,305 | 49,013 | ||||||
| Deferred income tax liabilities | ||||||||
| Unrealized gain on repledged collateral fair value adjustment | - | (150,031 | ) | |||||
| Total deferred income tax liabilities | - | (150,031 | ) | |||||
| Net deferred income tax asset (liability) | $ | 207,305 | $ | (101,018 | ) | |||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized. The ultimate realization of certain deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of domestic deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment.
For United States income tax purposes, STQN has a net operating loss carry forward of approximately $552,000 at March 31, 2023 (approximately $217,000 of which expires in varying amounts from 2023 to 2037).Current United States income tax law limits the amount of loss available to offset against future taxable income when a substantial change in ownership occurs. Income tax returns for tax years 2020, 2021, and 2022 remain subject to examination by the Internal Revenue Service.
Union has a United States net operating loss carry forward of approximately $209,000at March 31, 2023.
Note 3. 9 –Related Party Transactions
Schedule of Related Party Transactions
For the three months ended, | ||||||||
| Name | Relationship | Nature | March 31, 2023 | |||||
| (Unaudited) | ||||||||
| Exworth Global Inc. | An entity controlled by Exworth Holdings Inc., a majority shareholder of the Company | Loan administrative services fees | $ | 3,950 | ||||
Note 10 – Risk and Uncertainties
The Company may periodically issue paymentCompany’s investing activities expose it to certain officersvarious types of risk that are associated with the financial instruments and directors or their affiliates for servicesmarkets in connection with maintaining the company’swhich it invests. The significant types of financial statements and regulatory status in good standing and evaluating potential business opportunities.
For the three- and nine-month periods ended September 30, 2022, the total payment for servicesrisks to related parties was: $3,500 to Westminster Securities Corp., an entity controlled by the Company’s President, John O’Shea, $3,500 to Jonathan Braun, a director ofwhich the Company at the timeis exposed include, but are not limited to market risk, industry risk, liquidity risk, concentration risk, credit risk and digital asset risk. Certain aspects of payment, and $2,500 to Marika Tonay, an officer and director of the Company at the time of payment.
For the three- and nine-month periods ended September 30, 2021, there were no payments for services issued to officers or directors.
As disclosed in Note 2, on August 31, 2022, the Company issued an aggregate of 150,000 warrants to its director and then directors in consideration for their services. The total fair value of such warrants at the grant date was $58,400.
Note 4. Change in Control
On August 31, 2022, the Company underwent a change in control. As further discussed in Item 5 of this report, Exworth Management LLC (“Exworth”) became the controlling shareholder of the Company, and Yuanyuan Huang and Wei Huang, managing partners of Exworth, became officers and directors of the Company. Marika Tonay and Jonathan Braun resigned their respective positions with the Company.
Note 5. Going Concernthose risks are addressed below:
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 $624,703for the period from January 27, 1989 (Inception) through September 30, 2022 and has commenced limited operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company underwent a change in control during the quarter, including resignation of two officers/directors and appointment of two officers/directors. Management’s plans include that the Company will seek to fulfill the Company’s business plan to enter into a business combination, and while evaluating any such opportunities seek to minimize expenses and seek additional sources of capital as needed through the issuance of debt or equity financing. 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, and deteriorating global economic conditions, including risk of recession, 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.Concentration Risk
Note 6.One borrower represented Subsequent Events100% of the Company’s total loan receivable balance at March 31, 2023 and December 31, 2022 and 100% of the Company’s total interest income for the three months ended March 31, 2023.
In accordance with ASC Topic 855-10,One lender represented 100% of the Company has analyzed its operations subsequent to September 30,Company’s note payable balance at March 31, 2023 and December 31, 2022 toand 100% of 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.Company’s total interest expense for the three months ended March 31, 2023.
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion of our financial condition and results of operations should be read in conjunction with the accompanyingcondensed financial statements and the notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Forward-Looking Statements and Business sections in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward- looking statements.
Overview
Effective December 22, 2022, we entered into and consummated an Agreement and Plan of Merger (“Merger Agreement”) whereby we acquired all of the outstanding shares of Exworth Union and it became our wholly-owned subsidiary. Immediately prior to consummation of the Merger Agreement Exworth Management owned 74% of our outstanding shares of common stock and 91% of the outstanding shares of Exworth Union. 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. 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
The discussion below pertains to our financial results for the three-three months ended March 31, 2023 and nine-month periods ended September 30, 2022 and the Form 10-K for the fiscal yearperiod commencing March 16, 2022, the date Exworth Union was formed and ending March 31, 2022. For a discussion and analysis of our financial condition and results of operations prior to the formation of Exworth Union please refer to filings made with the U.S. Securities and Exchange Commission before consummation of the Merger Agreement.
Exworth Union, a Delaware corporation, was formed on March 16, 2022. It provides loans that are collateralized by digital assets including Bitcoin and will accept other types of alternative collaterals such as eCommerce account receivables, recursive payments of subscriptions, IP and copyrights, though the only form of collateral that has been accepted to date is Bitcoin. The target customers are individuals and commercial enterprises that hold digital assets and are seeking liquidity without selling their digital assets, with limited or no access to obtain credit lines or business loans from conventional financial institutions. We provide term loans, up to two years, to these individuals and commercial enterprises.
Results of Operations
Revenue
Interest income, our major source of income, was $8,679 and nil for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022. As of March 31, 2023 and December 31, 2021.2022, we have 1 loan in our loan portfolio, a consumer loan secured by Bitcoin. The LTV ratio of our loan portfolio as of March 31, 2023 and December 31, 2022 was 48% and 83%, respectively. The LTV ratio has as high as 83% and as low as 48% during the three months ended March 31, 2023.
Loan admin service income, was $3,950 and nil for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022. The Company provides loan admin services to a related party. The Company serves as a third party that acts as a liaison between the lender and borrower of a loan.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022 were $65,284 and $50,000, respectively. For the period from the inception to March 31, 2022 it primarily includes the legal and professional expenses related to the consummation of the Merger Agreement
For the three months ended March 31, 2023, it primarily includes legal, accounting and other professional expense related to company’s daily operation.
Fair Value Adjustment on Repledged Collateral
Fair value adjustment on repledged collateral for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022 was $1,196,172 and nil, which was attributable to the increase in the price of repledged Bitcoin during the period. Under loan agreements with borrowers, we may, from time to time, repledge certain collateral with financial partners for capital management purposes. We regularly monitor such repledging transactions as well as the credit standing of our financial partners in order to maintain sufficient available capital.
Interest Expense
Interest expense for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022 was $8,679 and nil, respectively, incurred pursuant to a master loan agreement we entered with a U.S. based lender. The loan has a term of 24 months with quarterly interest-only payments with principal to be paid at maturity. No margin call was initiated by our lender during the period from inception of the loan to December 31, 2022.
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Amortization of Loan Origination Fee
Our lender charged a 1% origination fee of the principal amount that we borrowed. The origination fee was deducted from the loan principal and will be amortized evenly through the loan term. Total amortization of loan origination fee for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022 was $1,736 and nil, respectively.
Net Loss
Our net loss was $945,851 and $34,236, respectively, for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022, which was primarily driven by the increase in the price of the Bitcoin that we pledged to our lender. Among the more significant factors that may cause our net income to vary from period to period are: 1) the number of loans; 2) the interest rates that we charge our borrowers; 3) the interest rate that we pay to our lenders; 4) the fair market value of collateral held by us or pledged to our lenders; and 5) The allowance for loan loss of our loans.
Liquidity and Capital Resources
As of March 31, 2023 and December 31, 2022, we had cash of $151,212 and $241,727, respectively. The accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. To date, we have financed our operations through a private placement of equity raising approximately $350,000. We also entered into a master loan agreement with a U.S. based lender. The loan is non-recourse and collateralized by pledging our customers’ collateral. The balance on the loan As of March 31, 2023 and December 31, 2022 is $1,379,608 and $1,377,872, net of unamortized origination fee of $8,968 and $10,704, respectively, and collateralized with 100 Bitcoins.
In assessing our liquidity, we monitor and analyze our cash-on-hand, operating and capital expenditure commitments. We believe our current working capital is sufficient to support our operations for the next twelve months. However, if we are unable to raise additional capital, we may not be able to execute our business plan. We will use our limited personnel and financial resources in connection with developing our business plan, including developing a proprietary software platform, issuing equity or debt securities, or obtaining additional credit facilities. The issuance and sale of additional equity would result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We have no commitments for the purchase of our equity and, should we need to raise capital, we cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
There are no limitations in our certificate of incorporation on our ability to borrow funds or raise funds through the issuance of capital stock to fund our working capital requirements. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of capital stock required to facilitate our business plan may have a material adverse effect on our financial condition and future prospects, including the ability to fund our business plan. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.
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Cash Flow
The following summarizes key components of our cash flows for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022:
| For the Three Months Ended March 31, 2023 | From March 16, 2022 (Inception) through March 31, 2022 | |||||||
| Net cash (used in) operating activities | $ | (75,515 | ) | $ | (50,000 | ) | ||
| Net cash (used in) provided by financing activities | (15,000 | ) | 50,000 | |||||
| Net decrease in cash | (90,515 | ) | - | |||||
| Cash, beginning | 241,727 | - | ||||||
| Cash, ending | $ | 151,212 | $ | - | ||||
Operating Activities
Cash used in operating activities resulted primarily from operating expenses for the operation of our digital asset-backed loan business as well as general and administrative expenses. Net cash used in operating activities was $75,515 for the three months ended March 31, 2023. Cash consumed in operations reflects our net loss of $945,851, offset by non-cash items including a fair value adjustment on repledged collateral of $1,196,172, and less deferred income tax benefit of $308,323 and changes in prepaid expense $4,196 and accounts payable and accrued expenses of $15,053.
Net cash used in operating activities was $50,000 for the period from the inception to March 31, 2022, which related to the consummation of the Merger Agreement.
Investing Activities
There were no investing activities for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022.
Financing Activities
Net cash (used in) provided by financing activities was $15,000 and $50,000, respectively, for the three months ended March 31, 2023 and for the period from the inception to March 31, 2022, which related to the (repayment to) and proceeds from Exworth Management for business operation.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Liquidity and Capital ResourcesCritical Accounting Policies
At September 30, 2022, the Company had current assets in the form of cash of $12,100 and $0 liabilities. This compares with cash of $39,732 and liabilities of $2,000 as of December 31, 2021. The decrease in cash was due to expenses associated with maintaining the Company’s public status and evaluating business opportunities.
ResultsOur significant accounting policies are disclosed in Note 2 of Operationsour Financial Statements included elsewhere in this report.
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 September 30, 2022 and 2021, the Company showed net losses of $72,598 and $4,267, respectively. The increase in net loss was due primarily to expense associated with related party compensation for services, including non-cash expense of warrants issued for services.
For the nine-month periods ended September 30, 2022 and 2021, the Company showed net losses of $84,032 and $18,353, respectively. The increase in net loss was due primarily to expense associated with related party compensation for services, including non-cash expense of warrants issued for services.
ITEM 4 CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Companywe conducted an evaluation, under the supervision and with the participation of theour Principal Executive Officer and Principal Financial Officer, of the effectiveness of the Company’sour disclosure controls and procedures, (asas 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 for the reasons discussed below that the Company’sour disclosure controls and procedures arewere not effective to ensure that information required to be disclosed byas of March 31, 2023.
| 18 |
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) of the Company in reports that it files or submits under theSecurities Exchange Act of 1934, as amended. A company’s internal control over financial reporting is recorded, processed, summarizeda process designed by a company’s principal executive and reported withinprincipal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the timereliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
| ● | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods specifiedare subject to the risk that controls may become inadequate because of changes in Securities and Exchange Commission rules and forms. Additionally,conditions, or that the Principal Executive Officerdegree of compliance with the policies or procedures may deteriorate.
Management, including our President and Principal Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2023. Management’s evaluation of the effectiveness of the Company’s internal control over financial reporting is based on the framework described in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on its assessment, management concluded that the Company’s disclosure controlsinternal control over financial reporting was not effective as of March 31, 2023, with the following aspects being noted as the potential material weakness: due to the lack of an oversight committee, insufficient accounting personnel for appropriate segregation of duties and procedures are effectivea lack of personnel with familiarity with U. S. generally accepted accounting principles.
This Quarterly Report does not include an attestation report of our Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to ensureattestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that information requiredpermit our Company to provide only management’s report in this Quarterly Report.
This report shall not be deemed to be disclosedfiled for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Principal Executive Officer and Principalsuch filing.
Changes in Internal Control over Financial Officer, as appropriate to allow timely decisions regarding disclosure.Reporting
There was no change in the Company’sour internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the Company’s most recently completed fiscal quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’sour internal control over financial reporting.
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PART II – II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
|
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
None.
ITEM 5. OTHER INFORMATION |
As previously disclosed on Form 8-K filed September 6, 2022, which is incorporated by reference as an exhibit hereto, the Company underwent a change in control on August 31, 2022. Exworth Management LLC (“Exworth”) purchased an aggregate of 2,013,000 shares of Common Stock in a private transaction from existing shareholders and now owns 74.1% of outstanding shares of the Company. Additionally, Dr. Yuanyuan Huang was appointed Secretary/Treasurer and a Director of the Company and Dr. Wei Huang was appointed a Director of the Company. Yuanyuan Huang and Wei Huang are both managing partners of Exworth. John P. O’Shea has retained his positions as President and Director of the Company. Marika X. Tonay resigned as Secretary/Treasurer and Director of the Company and Jonathan Braun resigned as Director and Chairman of the Board of the Company.
None.
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 | |
| 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 Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| STRATEGIC ACQUISITIONS, INC. | ||
| Date: | By: | /s/ |
| ||
| Treasurer Office | ||
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