SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 0-28963
STRATEGIC ACQUISITIONS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 13-3506506
- ------ ----------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
2 Gold Street, PH 7, New York, NY 10038
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 750-3355
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(Issuer's Telephone Number)
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 is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
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 if disclosure of deliquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
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 Exchange Act). Yes [X] No [ ]
The aggregate market value of the voting and non-voting common equity held
by the registrant's nonaffiliates, as of February 10, 2010, was $44,461.
As of February 10, 2010, a total of 1,610,000 shares of Common Stock,
par value $.001 per share, were issued and outstanding.
<PAGE
TABLE OF CONTENTS
Page
PART I......................................................... 1
Item 1. Business............................................. 1
Item 2. Properties........................................... 8
Item 3. Legal Proceedings.................................... 8
Item 4. [Removed and Reserved]............................... 8
PART II........................................................ 9
Item 5. Market for Common Equity, Related Stockholder ....... 9
Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data............................. 10
Item 7. Management's Discussion and Analysis of .............. 10
Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data......... 11
Item 9. Changes in and Disagreements with Accountants on..... 12
Accounting and Financial Disclosure
Item 9A. Controls and Procedures.............................. 12
PART III....................................................... 13
Item 10. Directors, Executive Officers and Corporate.......... 14
Governance
Item 11. Executive Compensation............................... 15
Item 12. Security Ownership of Certain Beneficial Owners ..... 17
and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions,...... 18
and Director Independence
Item 14. Principal Accountant Fees and Services............... 19
PART IV........................................................ 19
Item 15. Exhibits, Financial Statement Schedules.............. 19
Signatures..................................................... 20
i
PART I
Item 1. Business.
Strategic Acquisitions, Inc. (the "Company" or "Strategic") was incorporated
under the laws of the State of Nevada on January 27, 1989, and is in the
developmental stage. Since inception the Company had no revenues other than
nominal interest income. As of the date hereof, the Company has no commercial
operations, has no full- or part-time employees, and owns no real estate.
The Company's current business plan is to seek, investigate, and, if warranted,
acquire a business, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has limited capital, and it is unlikely that the Company will be able to
take advantage of more than one such business opportunity. The Company intends
to seek opportunities demonstrating the potential of long-term growth as opposed
to short-term earnings.
At the present time the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or
definitive understanding with any person concerning an acquisition.
No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given that limited funds are
available for acquisitions, or that any acquisition that occurs will be on
terms that are favorable to the Company or its stockholders.
The Company's search will be directed toward small and medium-sized enterprises
which have a desire to become public corporations and which are able to satisfy,
or anticipate in the reasonably near future being able to satisfy, the minimum
asset requirements in order to qualify shares for trading on NASDAQ or
another stock exchange.
The Company anticipates that the business opportunities presented to it
will (i) be recently organized with no operating history, or a history of
losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv) above. The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.
1
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. The Company's discretion in the selection of business opportunities
is unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
In connection with such a merger or acquisition, it is highly likely that
an amount of stock constituting control of the Company would be issued by the
Company or purchased from the current principal shareholders of the Company by
the acquiring entity or its affiliates. If stock is purchased from the current
shareholders, the transaction is very likely to result in substantial gains to
them relative to their purchase price for such stock. In the Company's judgment,
none of its officers and directors would thereby become an "underwriter" within
the meaning of the Section 2(11) of the Securities Act of 1933, as amended (the
"Act").
It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company, although its
officers, directors and significant shareholders seek out such opportunities and
respond to unsolicited proposals in their ordinary course of business.
The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Nevada law to enter into such a transaction if:
1. The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or
2. The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
3. The contract or transaction is fair as to the Company as of the time it
is authorized, approved or ratified, by the Board of Directors or the
stockholders.
2
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative of the potential for the future because of the possible need to
shift marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business opportunity to identify
any such problems which may exist and to implement, or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business opportunity with a newly organized firm or with a firm which is
entering a new phase of growth, it should be emphasized that the Company will
incur further risks, because management in many instances will not have proven
its abilities or effectiveness, the eventual market for such company's products
or services will likely not be established, and such company may not be
profitable when acquired.
It is anticipated that the Company will not be able to diversify, but will
essentially be limited to only one venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.
It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors, to seek the
stockholders' advice and consent, or because state law so requires.
The analysis of business opportunities will be undertaken by or under the
supervision of the Company's officers and directors. A significant shareholder
of the Company has also participated in recent years in investigating business
opportunities, and the Company compensated her for her ongoing efforts in the
first quarter of 2009. Although there are no current plans to do so, Company
management might also hire an outside consultant to assist in the
investigation and selection of business opportunities,and might pay a finder's
fee. Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities, no policies have been adopted regarding use of such consultants
or advisors, the criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or regarding the total amount
of fees that may be paid. However, because of the limited resources of the
Company, it is likely that any such fee would be paid in stock and not in cash.
3
In assessing a potential transaction, the Company anticipates that it
will consider, among other things, the following factors:
1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;
2. The Company's perception of how any particular business opportunity will
be received by the investment community and by the Company's stockholders;
3. Whether, following the business combination, the financial condition of
the business opportunity would be, or would have a significant prospect in the
foreseeable future of becoming sufficient to enable the securities of the
Company to qualify for trading in the over-the-counter markets or listing on a
securities exchange;
4. Capital requirements and anticipated availability of required funds, to
be provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
5. The extent to which the business opportunity can be advanced;
6. Competitive position as compared to other companies of similar size and
experience within the industry;
7. Strength and diversity of existing management, or management prospects
that are scheduled for recruitment; and
8. The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.
No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired. It should be noted that the Company
has not completed a transaction in the twenty years of its existence.
The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals, if
and when any are received, and the selection of a business opportunity may take
several months or more.
The Company has no business proposals under consideration as of the date of
this annual report.
4
Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced prior to completion of a merger
transaction; and other information deemed relevant.
As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.
Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.
Form of Acquisition
It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there can be no assurance that the
Company would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.
5
It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986 (the "Internal Revenue Code"), depends upon the
issuance to the stockholders of the acquired company of a controlling interest
(i.e., 80% or more) of the common stock of the combined entities immediately
following the reorganization. If a transaction were structured to take advantage
of these provisions rather than other "tax free" provisions provided under the
Internal Revenue Code, the Company's current stockholders would retain in the
aggregate 20% or less of the total issued and outstanding shares. This could
result in substantial additional dilution in the equity of those who were
stockholders of the Company prior to such reorganization. Any such issuance of
additional shares might also be done simultaneously with a sale or transfer of
shares representing a controlling interest in the Company by the current
officers, directors and principal shareholders.
It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
As a general matter, the Company anticipates that it, and/or its officers
and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.
6
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision were made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.
An acquisition made by the Company may be in an industry which is regulated
or licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.
Competition
The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will possibly experience
competition from other public "Blank Check" companies, some of which may have
more funds available than does the Company.
No Rights of Dissenting Shareholders
The Company does not intend to provide its shareholders with disclosure
documentation concerning a possible target company prior to acquisition, because
the Nevada Business Corporation Act vests authority in the board of directors to
decide and approve matters involving acquisitions within certain restrictions.
If any transaction is structured as an acquisition, not a merger, with the
Company being the parent company and the acquiree being merged into a wholly
owned subsidiary, a shareholder will have no right of dissent under Nevada law.
Employees
The Company has no employees. Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities. The Company has previously
paid its Secretary/Treasurer in 2004 for her services, and made another payment
to her in the first quarter of 2009 for her ongoing services in bookkeeping,
recordkeeping, filing tax forms and filing of reports with the SEC. Although
there is no current plan with respect to its nature or amount, additional
remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered.
7
ITEM 2. Properties.
The Company has no property. The Company does not currently maintain an office
or any other facilities. It does currently maintain a mailing address at the
home of its President, John P. O'Shea, 2 Gold Street, PH 7, New York, NY 10038.
The Company pays no rent for the use of this mailing address. The Company does
not believe that it will need to maintain an office at any time in the
foreseeable future in order to carry out its plan of operations described
herein.
ITEM 3. Legal Proceedings.
The Company is not a party to any legal proceedings, and no such proceedings
are known to be contemplated.
ITEM 4. [Removed and Reserved].
8
PART II
ITEM 5. Market for Registrant's Common Equity, Related Shareholder Matters
and Issuer Purchases of Equity Securities.
There is a limited public trading market for the Company's shares of common
stock on the Over-the-Counter Bulletin Board, under the symbol STQN. The
following table shows the quarterly high and low bid prices during 2008 and
2009 as reported by Bloomberg, LP. These are the inter-dealer bid quotations,
without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions.
YEAR PERIOD HIGH LOW
------ ------------- ---- ----
2008 First Quarter 0.20 0.20
Second Quarter 0.20 0.06
Third Quarter 0.51 0.15
Fourth Quarter 0.55 0.10
2009 First Quarter 0.21 0.10
Second Quarter 0.15 0.15
Third Quarter 0.17 0.01
Fourth Quarter 0.20 0.17
At March 25, 2010, there were approximately 60 holders of record and
81 beneficial owners of the Company's common stock.
The Board of Directors has never declared a dividend and the Company does not
anticipate paying dividends at any time in the foreseeable future. Also, in the
event of the acquisition of a business by the Company, control of the Company
and its Board of Directors may pass to others and the payment of dividends would
be wholly dependent upon the decisions of such persons.
The Company does not have an equity compensation plan.
The Company has not issued or sold any unregistered securities within the last
three years.
The Company did not purchase any equity securities during the last fiscal year.
9
ITEM 6. Selected Financial Data.
Not applicable. As a smaller reporting company we are not required to provide
the information otherwise required by this item.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion should be read in conjunction with the accompanying
audited financial statements for the year ended December 31, 2009.
Liquidity and Capital Resources
The Company remains in the development stage and has limited capital resources
and stockholder's equity. At December 31, 2009, the Company had liquid assets
in the form of cash and cash equivalents of $49,216 and liabilities of $600.
The Company had no material commitments for capital expenditures at December 31,
2009.
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 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 years ended December 31, 2009 and 2008, the Company showed net
losses of $20,600 and $6,389, respectively. The increase in net loss for the
year is primarily attributable to compensation of $12,500 paid in the first
quarter of 2009. Increased audit fees and decreased interest income were
also contributing factors.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
10
ITEM 8. Financial Statements and Supplementary Data.
STRATEGIC ACQUISITIONS INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
CONTENTS
PAGE
----
Report of Independent Registered Public Accounting Firm F1
Balance Sheets, December 31, 2009 and 2008 F2
Statements of Operations for the Years Ended
December 31, 2009 and 2008 and for the period from F3
Inception (January 27, 1989) to December 31, 2009
Statements of Stockholders' Equity, period from
Inception (January 27, 1989) to December 31, 2009 F4
Statements of Cash Flows for the Years Ended
December 31, 2009 and 2008 and for the period from F5
Inception (January 27, 1989) to December 31, 2009
Notes to Financial Statements F6-11
11
[COMISKEY & CO. LETTERHEAD]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Strategic Acquisitions, Inc.
New York, NY
We have audited the accompanying balance sheets of Strategic Acquisitions, Inc.
(the "Company") (a development stage company), as of December 31, 2009 and 2008,
and the related statements of operations, stockholders' equity, and cash flows
for each of the years then ended, and for the period from inception (January 27,
1989) to December 31, 2009. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of The Public Company
Accounting Oversight Board (U.S.). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Strategic Acquisitions, Inc.
as of December 31, 2009 and 2008, and the results of its operations and cash
flows for each of the years then ended, and for the period from inception
(January 27, 1989) to December 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
Denver, Colorado
March 22, 2010
/s/ Comiskey & Company
Professional Corporation
F1
STRATEGIC ACQUISITIONS INC.
(A Development Stage Company)
BALANCE SHEETS
Dec 31, Dec 31,
2009 2008
----------- -----------
ASSETS
Current Assets:
Cash and Equivalents $ 49,216 $ 69,216
-------- --------
TOTAL ASSETS $ 49,216 $ 69,216
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 600 $ -
-------- --------
TOTAL CURRENT LIABILITIES $ 600 $ -
======== ========
Stockholders' Equity
Common Stock, $0.001 par value; 50,000,000
Shares authorized; 1,610,000 shares
issued and outstanding $ 1,610 $ 1,610
Additional Paid-In Capital 186,793 186,793
Accumulated Deficit (139,787) (119,187)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 48,616 69,216
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 49,216 $ 69,216
======== ========
The accompanying notes are an integral part of these financial statements.
F2
STRATEGIC ACQUISITIONS INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the period
from inception For the year For the year
(January 27, 1989) ended ended
to December 31, December 31, December 31,
2009 2009 2008
------------ ------------ ------------
Revenue $ - $ - $ -
------------ ------------ ------------
Expenses:
General & Administrative 229,578 8,392 7,934
General & Administrative
- related party 20,600 12,500 -
------------ ------------ ------------
Total Expenses 250,178 20,892 7,934
------------ ------------ ------------
Other Income:
Interest Income 65,410 292 1,545
Miscellaneous Income 30,013
Gain on Debt Extinguishment 14,968 - -
------------ ------------ ------------
Total Other Income 110,391 292 1,545
------------ ------------ ------------
NET LOSS $ (139,787) $ (20,600) $ (6,389)
============ ============ ============
Weighted Average Number of
Common Stock Outstanding
- Basic & Fully Diluted 1,599,733 1,610,000 1,610,000
============ ============ ============
Net Income (Loss) Per Common Share $ (0.09) $ (0.01) $ (0.00)
- Basic & Fully Diluted ============ ============ ============
The accompanying notes are an integral part of these financial statements.
F3
STRATEGIC ACQUISITIONS INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Additional Total Accumulated
Common Stock Paid-In Stockholder's
Shares Amount Capital (Deficit) Equity
---------- --------- --------- --------- ---------
Issuance of common stock
on July 31, 1989 for cash
of $0.0044 per share 1,360,000 $ 1,360 $ 4,640 $ - $ 6,000
Public offering - 40,000 units
(six shares per unit) @ $6.00
per unit, net of costs 240,000 240 179,063 - 179,303
Net (Loss), Inception to
December 31, 2002 (80,797) (80,797)
--------- --------- --------- --------- ---------
Balance, December 31, 2002 1,600,000 1,600 183,703 (80,797) 104,506
Net (Loss), December 31, 2003 (5,877) (5,877)
--------- --------- --------- --------- ---------
Balance - December 31, 2003 1,600,000 1,600 183,703 (86,674) 98,269
Issuance of common stock
on June 30, 2004 at market value
($0.31 per share) for services 10,000 10 3,090 3,100
Net (Loss), December 31, 2004 (5,209) (5,209)
--------- --------- --------- --------- ---------
Balance, December 31, 2004 1,610,000 1,610 186,793 (91,883) 96,520
Net (Loss), December 31, 2005 (10,826) (10,826)
--------- --------- --------- --------- ---------
Balance - December 31, 2005 1,610,000 1,610 186,793 (102,709) 85,694
Net (Loss), December 31, 2006 (5,928) (5,928)
--------- --------- --------- --------- ---------
Balance - December 31, 2006 1,610,000 1,610 186,793 (108,637) 79,766
Net (Loss), December 31, 2007 (4,161) (4,161)
--------- --------- --------- --------- ---------
Balance - December 31, 2007 1,610,000 1,610 186,793 (112,798) 75,605
Net (Loss), December 31, 2008 (6,389) (6,389)
--------- --------- --------- --------- ---------
Balance - December 31, 2008 1,610,000 $ 1,610 $ 186,793 $(119,187)$ 69,216
Net (Loss), December 31, 2009 (20,600) (20,600)
--------- --------- --------- --------- ---------
Balance - December 31, 2009 1,610,000 $ 1,610 $ 186,793 $(139,787)$ 48,616
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
F4
STRATEGIC ACQUISITIONS INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period
from inception For the For the
(January 27, 1989) year ended year ended
to December 31, December 31, December 31,
2009 2009 2008
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (139,787) $ (20,600) $ (6,389)
Adjustments to Reconcile Net Loss to
Net Cash Flows from Operating Activities:
Increase (Decrease) in accounts payable 600 600 -
Stock issued for Services-related party 3,100 - -
---------- ---------- ----------
Net cash flows from Operating Activities (136,087) (20,000) (6,389)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of costs 185,303 - -
---------- ---------- ----------
Net cash flows from financing activities 185,303 - -
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 49,216 (20,000) (6,389)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 69,216 75,605
---------- ---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 49,216 $ 49,216 $ 69,216
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F5
STRATEGIC ACQUISITIONS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND 2008
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
ORGANIZATION
The Company was organized January 27, 1989 (Date of Inception) under the laws
of the State of Nevada, as Strategic Acquisitions, Inc.
The Company is an enterprise in the development stage as defined by ASC 915
(formerly - SFAS No. 7), "Development Stage Entities", and has not engaged in
any business other than organizational efforts, the sale of stock in a public
offering, and the evaluation of potential acquisition targets. It has no
full-time employees and owns no real property. The Company intends to seek to
acquire one or more existing businesses that have existing management,
through merger or acquisition. Management of the Company will have virtually
unlimited discretion in determining the business activities in which the Company
might engage.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company maintains a cash balance in an interest-bearing account that
currently does not exceed federally insured limits. For the purpose of
the statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash equivalents.
CONCENTRATION OF CREDIT RISK
At December 31, 2009, and 2008, the Company maintained all of its cash in one
commercial bank. The Company has not experienced any losses on such accounts.
REVENUE RECOGNITION
The Company recognizes revenue on an accrual basis as it invoices for services.
REPORTING ON THE COSTS OF START-UP ACTIVITIES
ASC 720-15 (formerly - Statement of Position ("SOP") No. 98-5), "Start-Up
Costs," which provides guidance on the financial reporting of start-up
costs and organizational costs, requires most costs of start-up activities and
organizational costs to be expensed as incurred.
LOSS PER SHARE
Net loss per share is provided in accordance with ASC 260 (formerly -
SFAS No. 128) "Earnings Per Share". Basic loss per share is computed by
dividing losses available to common stockholders by the weighted average
number of common shares outstanding during the period. The Company had no
dilutive common stock equivalents, such as stock options or warrants, as of
December 31, 2009.
F6
ADVERTISING COSTS
The Company expenses all costs of advertising as incurred. There were no
advertising costs included in selling, general and administrative expenses
for the years ended December 31, 2009 and 2008.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2009.
The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
accounts payable. Fair values were assumed to approximate carrying values for
cash and payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.
SEGMENT REPORTING
The Company follows ASC 280 (formerly - SFAS No. 131), "Segment Reporting".
The Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.
DIVIDENDS
The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid or declared since inception.
INCOME TAXES
The Company follows ASC 740 (formerly - SFAS No. 109), "Income Taxes" for
recording the provision for income taxes. Deferred tax assets and liabilities
are computed based upon the difference between the financial statement and
income tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the changes in
the asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending
on the periods in which the temporary differences are expected to reverse.
F7
RECENT PRONOUNCEMENTS
In June 2009, FASB approved the FASB Accounting Standards Codification ("the
Codification") as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
("SEC"), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced
a new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the Company's
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company's financial statements or
disclosures as a result of implementing the Codification during the year ended
December 31, 2009.
As a result of the Company's implementation of the Codification during the year
ended December 31, 2009, previous references to new accounting standards and
literature are no longer applicable. In this annual report, the Company has
provided reference to both new and old guidance to assist in understanding the
impacts of recently adopted accounting literature, particularly for guidance
adopted since the beginning of the current fiscal year but prior to the
Codification.
In December 2007, the FASB issued ASC 805 (formerly - SFAS No. 141 (R)),
"Business Combinations", which became effective for fiscal periods beginning
after December 15, 2008. The Topic changes the accounting for business
combinations, including the measurement of acquirer shares issued in
consideration for a business combination, the recognition of contingent
consideration, the accounting for pre-acquisition gain and loss contingencies,
the recognition of capitalized in-process research and development, the
accounting for acquisition-related restructuring cost accruals, the treatment of
acquisition related transaction costs, and the recognition of changes in the
acquirer's income tax valuation allowance. The standard became effective for the
Company on January 1, 2009. The Company will apply the provisions of ASC 805 to
any future business combinations.
In December 2007, the FASB issued ASC 810 (formerly - SFAS No. 160),
"Consolidation". The Topic changes the accounting for non-controlling
(minority) interests in consolidated financial statements, including the
requirements to classify non-controlling interests as a component of
consolidated stockholders' equity, and the elimination of minority interest
accounting in results of operations with earnings attributable to non-
controlling interests reported as part of consolidated earnings. Purchases and
sales of non-controlling interests are to be reported in equity similar to
treasury stock transactions. The Topic became effective for the Company on
January 1, 2009. The adoption of this statement did not have an impact on the
Company's financial statements.
F8
In December 2007, the FASB ratified ASC 808 (formerly - Emerging Issues Task
Force ("EITF") No. 07-1), "Collaborative Arrangements". ASC 808 defines
collaborative arrangements and establishes reporting requirements for
transactions between participants in a collaborative arrangement and between
participants in the arrangement and third parties. ASC 808 also establishes the
appropriate income statement presentation and classification for joint operating
activities and payments between participants, as well as the sufficiency of the
disclosures related to these arrangements. ASC 808 was effective for the Company
beginning January 1, 2009, and its adoption did not have a material impact on
the Company's financial statements.
On January 1, 2009, the Company adopted ASC 815 (formerly - EITF Issue No.
07-5), "Derivatives and Hedging", which requires the application of a two-step
approach in evaluating whether an equity-linked financial instrument (or
embedded feature) is indexed to our own stock, including evaluation of the
instrument's contingent exercise and settlement provisions. The adoption of
ASC 815 did not have an impact on the Company's financial statements.
In May 2009, the FASB issued ASC 855, "Subsequent Events". ASC 855 establishes
general standards of accounting for, and disclosure of, events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. In particular, ASC 855 establishes (i) the period after
the balance sheet date during which management of a reporting entity should
evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements, (ii) the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial statements and (iii) the disclosures that an entity should
make about events or transactions that occurred after the balance sheet date.
We have evaluated all subsequent events through the date of issuance of our
financial statements. We adopted ASC 855 for the quarter ended June 30, 2009 and
the adoption did not have any effect on our financial condition or results of
operations.
F9
NOTE 2 - INCOME TAXES
The Company accounts for income taxes under ASC 740 (formerly - SFAS No. 109),
"Income Taxes", which requires use of the liability method. ASC 740 provides
that deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences. Deferred
tax assets and liabilities at the end of each period are determined using the
currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.
The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
Total - %
As of December 31, 2009, the Company has a net operating loss carryforward of
approximately $97,000 for tax purposes, which will be available to offset
future taxable income. If not used, this carryforward will expire between
2019 and 2029. The deferred tax asset relating to the operating loss
carryforward has been fully reserved at December 31, 2009. The availability of
this operating loss to offset future earnings may be limited under the change
of control provisions of Internal Revenue Code Section 381. For the years
ended December 31, 2009 and 2008, the valuation allowance increased by
$6,700 and $4,200, respectively.
Management has concluded that the Company has no uncertain tax positions
requiring disclosure pursuant to ASC 740 (formerly - FASB interpretation
("FIN") No. 48).
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company currently utilizes the home of its President as a mailing
address "rent free". 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.
During the year ended December 31, 2009, compensation of $7,500 in cash was
paid to an officer of the Company and compensation of $5,000 in cash was
paid to a non-executive, affiliate shareholder of the Company.
F10
NOTE 4 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 50,000,000 shares of its $0.001 par value
Common Stock.
On July 31, 1989, the Company issued 1,360,000 shares of its $0.001 par value
Common Stock to its directors for cash in the amount of $6,000.
During the fourth quarter 1989, the Company's public offering was declared
effective. In connection therewith, the Company sold 40,000 units of Common
Stock at $6.00 per unit. Each unit consisted of six shares of $0.001 par value
common stock, thirty Class A Warrants, thirty Class B Warrants, and thirty
Class C Warrants. The Class A Warrants, Class B Warrants, and Class C Warrants
expired on July 15, 2004.
The Company granted the underwriters of its initial public offering Warrants to
purchase an aggregate of 4,000 units that were identical in all respects to the
units sold to the public, pursuant to the terms of the underwriting agreement,
at an exercise price of $6.42 per unit. The underwriter's warrants expired on
July 15, 2004.
On June 30, 2004, the Company issued 10,000 shares of its $0.001 par value
Common Stock to an officer and director of the Company for services valued at
$3,100.
There have been no other issuances of Common Stock.
NOTE 5 - GAIN ON DEBT EXTINGUISHMENT
In 2004, the Company recorded $14,968 related to trade accounts payable from
a previous year which had been written off by the creditor. The amount is
shown as a gain from debt extinguishment in the other income and expense
section of the Statements of Operations.
F11
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
ITEM 9A. 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.
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 Rule 13a-15(f) of the Securities
Exchange Act of 1934. A company's internal control over financial reporting is a
process designed by the Company's principal executive and principal financial
officers, and effected by the Company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our
internal control over financial reporting includes policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of assets, (ii) 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 our receipts and expenditures are being made
only in accordance with authorizations of our management and directors and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use, or dispositions 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. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
12
Management, including the President/Principal Financial Officer and
Secretary/Treasurer, has conducted an evaluation of the effectiveness of the
Company's internal control over financial reporting as of December 31, 2009.
Management's evaluation of the effectiveness of the Company's internal control
over financial reporting is based on the framework described in "Internal
Control over Financial Reporting - Guidance for Smaller Public Companies"
issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO").
Based on its assessment, management concluded that the Company's internal
control over financial reporting was effective as of December 31, 2009.
This Annual Report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management's report
in this Annual Report.
This report shall not be deemed to be filed 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 such filing.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during
the quarter ended December 31, 2009 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. Other Information.
Not applicable.
13
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
The following is a list of directors and executive officers of the Company
as of December 31, 2009, their ages and all positions held by each of them
during the past five years.
John P. O'Shea, 53, is the Company's President and a director since 2004.
In February 2009, he became a director and Senior Vice President for Hudson
Securities, Inc. as well as head of Westminster Securities, a Division of
Hudson Securities, Inc. Hudson is a full-service brokerage firm and a
subsidiary of Hudson Holding Corp. (OTCBB: HDHL). Since 1997, Mr. O'Shea
has been an officer and director of Westminster Securities Corp., currently
as Chairman, Chief Executive Officer and Director. He is a non-executive
director on the boards of BlueRock Energy Holdings, Inc., AllGreen Energy
Pte, Ltd., and China Aoxing Pharmaceutical Company, Inc. (OTCBB: CAXG).
Marika Xirouhakis Tonay, 29, is the Company's Secretary/Treasurer and a
director since 2004. Ms. Tonay was employed by Westminster Securities
Corp. from January 1999 until March 2009, most recently in the position of
Vice President in the Investment Banking department. Ms. Tonay also
served as corporate secretary for Westminster Securities Corp. from
September 2006 until March 2009. Since April 2009 she has been affiliated
with Andrews Securities, LLC, focusing on alternative investment
transactions. She attended New York University, Stern School of Business,
graduating Magna Cum Laude with a BS in Finance and Management.
Section 16(a) Beneficial Ownership Reporting Compliance
Each of the Company's officers, directors and beneficial owners of more than
10% of its common stock is in compliance with Section 16(a) of the Exchange Act.
Code of Ethics
The Company has adopted a code of ethics which applies to its principal
executive officer, principal financial officer, principal accounting officer or
persons performing similar functions. A copy of this code of ethics was
previously included as an exhibit to our annual report on Form 10-KSB for the
fiscal year ended December 31, 2005. We will also provide a copy of our code
of ethics, without charge, to any person who requests it by contacting us
via mail, telephone or facsimile transmission.
Corporate Governance
There have been no material changes to the procedures by which security holders
may recommend nominees to the Company's board of directors.
The Company is not a listed issuer and therefore is not required to have a
separately-designated standing audit committee, nor an audit committee financial
expert. The entire board of directors of the Company serves as its audit
committee.
14
Item 11. Executive Compensation.
Compensation of $7,500 was paid to the Company's Secretary/Treasurer in the
first quarter of 2009 for ongoing services. The Company's President has not
received any compensation and no compensation is currently intended to be paid
to him. Each of the Company's officers may from time to time be reimbursed for
out-of-pocket expenses incurred on behalf of the Company. See "Certain
Relationships and Related Transactions." The Company has no stock option,
retirement, pension, or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.
Compensation Committee Interlocks and Insider Participation
The Company has no compensation committee. Its officers, John O'Shea and
Marika Tonay, participate in deliberations of the board of directors
concerning executive officer compensation.
Compensation Committee Report
John O'Shea and Marika Tonay perform the functions of the compensation
committee. In 2009, they prepared a Compensation Discussion and Analysis
with respect to compensation paid or contemplated to be paid during the fiscal
year. They have reviewed and discussed the Compensation Discussion and Analysis
which appears below, and, based on such review and discussion, recommended that
the following disclosure be included in this Annual Report on Form 10-K. The
material in the following report is not soliciting material, is not deemed filed
with the SEC and is not incorporated by reference in any filing of the Company
under the Securities Act of 1933, or the Securities Exchange Act of 1934,
whether made before or after the date of this Form 10-K and irrespective of any
general incorporation language in such filing.
i. The objectives of the registrant's compensation program is to compensate
those that have provided significant services to the Company in order for the
Company to proceed with its business plan. That plan includes remaining a
publicly-traded Company, and seeking out merger or acquisition candidates.
ii. The compensation program is designed to reward those who have been
providing services to the Company on an ongoing basis.
iii. The elements of compensation may include cash and/or common stock. We do
not wish to pay compensation in the form of stock options or warrants, because
we believe it would complicate the capital structure and make the Company less
attractive to a potential merger candidate.
iv. The registrant chooses to pay each element as both are available and both
can provide value to the recipient.
v. The registrant determines the amount based upon negotiation as well as a
reasonable estimate of time and effort expended by the recipient on behalf of
the Company.
15
vi. Each compensation element can potentially play a role in the Company's
overall compensation objectives, provided any common stock payment would offset
a cash payment (or portion thereof), or vice versa. Common stock payments are
valued based upon the public market price of the common stock, subject to some
discounting as a result of illiquidity.
vii. We pay out compensation in full at the time of approval, however it should
be noted that compensation is not paid on a regular basis and therefore covers
multiple ears of service. The last time an executive officer was paid was 2004.
viii. While in the past we have allocated a portion of compensation between
cash and common stock, we take into consideration the preferences of recipients.
ix. The determination as to when awards are granted includes reviewing the
financial condition of the Company as well as the services provided by the
proposed recipients.
x. We review the corporate performance of the Company to assure it is
financially sound prior to paying any compensation. We determined that the
Company has approximately $70,000 in cash, and a cash burn rate of approximately
$7,000 per year (expenses net of interest income), which would allow the
Company to survive for several years without any going concern.
xi. Forms of compensation are structured and implemented to reflect the
recipients' individual contributions to the registrant's performance. The
elements of individual performance and contribution that are taken into account
are (a) the continued good standing and public status of the registrant and
(b) the responsiveness to inquiries and continued review of prospective
candidates for a business combination with the Company.
xii. We do not have any policy to adjust or recover the anticipated awards, as
they are primarily based on services already performed to date.
xiii. We have considered the accounting and tax treatments of both cash and
common stock compensation and find them to be equally manageable.
xiv. If we were to issue equity securities, we would need to issue them from
treasury, which would dilute existing shareholders. Therefore, the preference
is to provide cash compensation which we believe will have a less dilutive
effect.
xv. We are not engaging in any benchmarking of compensation.
xvi. Since both of our executive officers are also our directors, the executive
officers determine compensation. While there is significant potential for a
conflict of interest in this regard, we attempt to address this issue by
proposing compensation that is below industry standards, but still acceptable
to all parties. Because the executive officers are also shareholders, their
interests are aligned with the shareholders. In particular, John O'Shea is the
controlling shareholder, and he proposed the compensation to be paid, while not
requesting any compensation for himself.
16
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Equity Compensation Plan
The Company does not have an equity compensation plan, nor are any securities
authorized for issuance under any such type plan.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 2009, the number
of shares of common stock owned of record and beneficially by executive
officers, directors and any person who is the beneficial owner of more than
5% of the Company's common stock. Also included are the shares held by all
executive officers and directors as a group.
MANAGEMENT AND 5% OR GREATER NUMBER OWNERSHIP
SHAREHOLDERS/BENEFICIAL OWNERS OF SHARES PERCENTAGE
- ------------------------------ --------- ----------
John P. O'Shea 921,467 57.23%
c/o 100 Wall St, 7th Fl
New York, NY 10005
Marika X. Tonay 14,000 0.87%
c/o 100 Wall St, 7th Fl
New York, NY 10005
Deborah A. Salerno 453,333 28.16%
355 South End Ave, Ste 22-B
New York, NY 10280
All directors and executive 935,467 58.10%
officers as a group (2 persons)
Each principal shareholder has sole investment power and sole voting power over
the shares owned.
Possible Change in Control
In the event of a purchase of control by other persons, or a merger, the
shareholders and management listed above will no longer own the percentages set
forth above, and shareholders may be subject to decisions by the new control
parties to which they may not assent.
17
ITEM 13. Certain Relationships and Related Transactions,
and Director Independence.
Transactions with Related Persons
In 2009, the Company's officers paid compensation of $7,500 to the Company's
Secretary/Treasurer. The Company paid such compensation for services related
to maintaining the public status of the Company. This compensation is discussed
further under Item 11 above, "Executive Compensation".
In 2009, the Company's officers also paid compensation of $5,000 to a
non-executive shareholder. Such compensation was paid for services related to
seeking business opportunities for the Company.
Other than as reported above, there have been no transactions completed or
proposed, during the Company's last two completed fiscal years, in which the
registrant was or is to be a participant, with an amount involved exceeding
the lesser of (i) $120,000 or (ii) 1% of the average of the Company's total
assets at year end, in which any related person had or will have a direct or
indirect material interest.
Although there are no current plans to do so, the Company may pay compensation
to its President or additional compensation to its Secretary/Treasurer or
non-executive shareholder in connection with maintaining the Company's public
status, seeking business opportunities and/or completing a merger or
acquisition transaction.
The Company maintains a mailing address at the home of its President, John
P. O'Shea, 2 Gold St, PH 7, New York, NY 10038. It pays no rent and incurs
no expense for maintenance of this address.
Promoters and Certain Control Persons
John P. O'Shea acquired control of the Company on February 10, 2004. He
purchased, with personal funds, an aggregate of 874,667 restricted shares
from two prior shareholders of the Company. The shares were purchased
for $0.2745 per share, which was a discount to the $0.31 public market price
of the shares at the time. Mr. O'Shea held 30,700 shares prior to the
transaction, and he subsequently purchased 16,100 shares in the open market
at $0.31 per share, for a total of 921,467 shares currently held by him.
No promoter was involved in any of these transactions.
Director Independence
The Company does not have any independent directors. Both of the Company's
directors are also executive officers of the Company. The Company is not a
listed issuer and is not required by any securities exchange or quotation
system to have independent directors. There are no transactions, relationships
or arrangements with any director undertaken or considered during the Company's
last two fiscal years, other than as discussed above under "Transactions with
Related Persons".
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ITEM 14. Principal Accounting Fees and Services.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountants for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10-Q or Form 10-QSB (17 CFR 249.308b) or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years were $5,650 for the fiscal year
ended December 31, 2009 and $5,650 for the fiscal year ended December 31, 2008.
(2) Audit-Related Fees
There have been no fees billed in either of the last two fiscal years for
assurance and related services by the principal accountant.
(3) Tax Fees
There have been no fees billed in either of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, or tax planning.
(4) All Other Fees
There have been no fees billed in either of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above.
(5) Pre-Approval Policies and Procedures
Before the principal accountant is engaged by the Company to render audit or
non-audit services, the engagement is approved by the Company's Board of
Directors acting as the audit committee.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements
See ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a)(2) Financial Statement Schedules
None
(a)(3) Exhibits
31.1 Certification by the Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-0xley Act
of 2002
32.1 Certification by the Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, Section 906 of
the Sarbanes-Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 31, 2010
STRATEGIC ACQUISITIONS, INC.
By: /s/ JOHN P. O'SHEA
------------------------
John P. O'Shea
President and
Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Name Title Date
- ---- ----- ----
President
/s/ JOHN P. O'SHEA Principal Financial Officer
- ---------------------- Director March 31, 2010
John P. O'Shea
Secretary
/s/ MARIKA X. TONAY Treasurer
- ---------------------- Director March 31, 2010
Marika X. Tonay
20